Exhibit 10.20
March 15,2019
James Gernetzke
23417 Nancy Circle
Elkhorn, NE 68022
Re:Employment Terms
Dear James:
EXODUS MOVEMENT, INC. (the "Company") is pleased to offer you the position of Chief Financial
Officer (CFO), on the following terms.
You will be responsible for all accounting and finance duties and will report to JP Richardson (CEO).
You will work remotely from home or an office of your choosing (location TBD). Of course, the
Company may change your position, duties, and work location from time to time in its discretion.
Your base salary will be $12,500 per month ($[150,000] on an annualized basis), less payroll deductions
and withholdings, paid on the Company's normal payroll schedule. Additionally, the Company is
prepared to offer you bonus incentives [Exhibit A] of an additional $75,000 payable on the following
monthly payroll.
During your employment, you will be eligible to participate in the standard benefits plans offered to
similarly situated employees by the Company from time to time, subject to plan terms and generally
applicable Company policies. A full description of these benefits is available upon request. Exempt
employees may take a reasonable amount of time off with pay, as permitted by their duties and
responsibilities, and as approved in advance by their supervisor. Exempt employees do not accrue
vacation, and there is no set guideline as to how much vacation each employee will be permitted to take.
Supervisors will approve paid vacation requests based on the employee's progress on work goals or
milestones, status of projects, fairness to the working team, and productivity and efficiency of the
employee. Since vacation is not allotted or accrued, "unused" vacation time will not be carried over from
one year to the next nor paid out upon termination. The Company may change compensation and benefits
from time to time in its discretion.
Subject to approval by the Company's Board of Directors (the "Board'), the Company anticipates
granting you an option to purchase 75,000 shares (10,000,000 issued) of the Company's common stock at
the fair market value as determined by the Board as of the date of grant (the "Option"). The anticipated
Option will be governed by the terms and conditions of the Company's 2019 Equity Incentive Plan (the
"Plan") [to be established] and your grant agreement, and will include the following vesting schedule:
[ 12/48ths of the total shares will vest on the one year anniversary of the vesting commencement date, and
1148th of the total shares will vest each month thereafter on the same day of the month as the vesting
commencement date (or if there is no corresponding day, on the last day of the month)], subject to your
Continuous Service (as defined in the Plan) as of each such date.
As a Company employee, you will be expected to abide by Company rules and policies. As a condition of
employment, you must sign and comply with the attached Employment Terms Agreement which
prohibits unauthorized use or disclosure of the Company's proprietary information, among other
obligations.
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Exhibit 10.20
In your work for the Company, you will be expected not to use or disclose any confidential information,
including trade secrets, of any former employer or other person to whom you have an obligation of
confidentiality. Rather, you will be expected to use only that information which is generally known and
used by persons with training and experience comparable to your own, which is common knowledge in
the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the
Company. You agree that you will not bring onto Company premises any unpublished documents or
property belonging to any former employer or other person to whom you have an obligation of
confidentiality. You hereby represent that you have disclosed to the Company any contract you have
signed that may restrict your activities on behalf of the Company.
Normal business hours are from 9:00 a.m. to 5:00 p.m., Monday through Friday. As an exempt salaried
employee, you will be expected to work additional hours as required by the nature of your work
assignments.
Your employment with the Company will be "at-will." Your employment at-will status can only be
modified in a written agreement signed by you and by an officer of the Company. You may terminate
your employment with the Company at any time and for any reason whatsoever simply by notifying the
Company. Likewise, the Company may terminate your employment at any time, with or without cause. If
the Company terminates you without cause after 90 days of employment, the Company shall pay three
months base salary plus one month for every year of service up to a maximum of twelve months total
base salary.
This offer is contingent upon a reference check and satisfactory proof of your right to work in the United
States. You agree to assist as needed and to complete any documentation at the Company's request to meet
these conditions.
To ensure the rapid and economical resolution of disputes that may arise in connection with your
employment with the Company, you and the Company agree that any and all disputes, claims, or causes
of action, in law or equity, including but not limited to statutory claims, arising from or relating to the
enforcement, breach, performance, or interpretation of this Agreement, your employment with the
Company, or the termination of your employment, shall be resolved, to the fullest extent permitted by
law, by final, binding and confidential arbitration conducted by JAMS or its successor, under JAMS' then
applicable rules and procedures for employment disputes (available upon request and also currently
available at http://www.jamsadr.com/rules-employment-arbitration/). You acknowledge that by
agreeing to this arbitration procedure, both you and the Company waive the right to resolve any
such dispute through a trial by jury or judge or administrative proceeding. You will have the right to
be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority
to compel adequate discovery for the resolution of the dispute and to award such relief as would
otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the
disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and
the arbitrator's essential findings and conclusions on which the award is based. The arbitrator shall be
authorized to award all relief that you or the Company would be entitled to seek in a court of law. The
Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be
required to pay if the dispute were decided in a court of law. Nothing in this letter agreement is intended
to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm
pending the conclusion of any such arbitration.
This letter, together with your Employment Terms Agreement, forms the complete and exclusive
statement of your employment agreement with the Company. It supersedes any other agreements or
promises made to you by anyone, whether oral or written. Changes in your employment terms, other than
those changes expressly reserved to the Company's discretion in this letter, require a written modification
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Exhibit 10.20
signed by an officer of the Company. If any provision of this offer letter agreement is determined to be
invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this
offer letter agreement and the provision in question shall be modified so as to be rendered enforceable in a
manner consistent with the intent of the parties insofar as possible under applicable law. This letter may
be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the
U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other
transmission method and shall be deemed to have been duly and validly delivered and be valid and
effective for all purposes.
Please sign and date this letter, and the enclosed Employment Terms Agreement and return them to me by
Wednesday, March 20th 2019, if you wish to accept employment at the Company under the terms
described above. If you accept our offer, we would like you to start on April 1st, 2019. From 4/1/2019
until 5/2/2019, you may work on a part-time basis at a rate of $72 per hour. Full-time employment will
begin on May 2nd, 2019 unless mutually agreed upon either orally or in writing.
We look forward to your favorable reply and to a productive and enjoyable work relationship.
Sincerely,
/s/ JP Richardson |
JP Richardson (CEO) |
Understood and Accepted:
/s/ James Gernetzke | 3/18/19 | |
James Gernetzke | Date | |
gernetzke@hotmail.com |
Attachment: Employment Terms Agreement
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Exhibit 10.20
Exhibit A - Bonus Incentives
The following to be paid on the monthly payroll following the completion of the task.
1.$35,000 - Implement, build, and deliver processes to track company USD holding and BTC
holdings. Reconciliation processes should be created. Accurate P&L statements delivered for
three consecutive months.
2.$20,000 - Ensure all employees in the United States are moved to a W-2 with formal IRS payroll
withholdings.
3.$20,000 -Implement company stock plan for Exodus employees.
Exhibit 10.20
EXODUS MOVEMENT,INC. EMPLOYMENT
TERMS AGREEMENT
We at Exodus Movement, Inc. are delighted that you have decided to join our
company!
As a condition of your employment with us, in order to protect our confidential
information, intellectual property, relationships with our employees and business
partners and other rights, we ask all employees to agree to certain terms regarding these
matters. Therefore, as a condition of your employment, you agree to the terms in this
agreement.
Please note that as used in this agreement, "we," "our", "us" and "our company"
refers to Exodus Movement, Inc. and all of its affiliated entities. "You" means you, our
employee.
1.Confidentiality.
a.As a result of your employment with us, you will be in possession
of trade secrets or confidential or proprietary information of ours or of our business
partners or associates. Any of this information will be referred to in this
agreement as "Confidential Information." All personally-identifiable information
of our customers will be considered our Confidential Information. You agree that
you will not use any Confidential Information and you agree that you will keep
secret all Confidential Information and not to disclose Confidential Information
(other than to our advisors, agents, consultants, financing sources and other
representatives), except in connection with the performance of your duties under
this agreement. This obligation will not apply to information that is or becomes
publicly known, other than as a result of your breach of your obligations
hereunder. In addition, you may disclose this information pursuant to a court or
government order, but you agree to use reasonable efforts to provide us with
prompt notice of any request by a court or government body so that we may seek an
appropriate protective order. Also, this agreement does not prevent you from
disclosing televant or responsive information to the EEOC, NLRB or any other
governmental body with respect to any claims or complaints or from participating
in protected concerted activity. You agree to deliver promptly to us at the
termination of your employment, or at any other time we may so request, all
memoranda, notes, records, reports, and other documents (including electronically
stored information) relating to our business which you obtained while employed
by, or otherwise serving or acting on behalf of, us which you may then possess.
This section will apply both during and after your employment with us.
Exhibit 10.20
b.You also agree that you will not disparage us or any of our
officers, directors, employees or business partners, either during your
employment or after your employment with us.
2.Company Work Product.
(a)You acknowledge and agree that all of the ideas, concepts, inventions and
work product that you create or provide during the term of your employment which
directly or indirectly relate to our business, whether alone or in conjunction with others,
whether created at home or at the office and whether or not created during normal
business hours, will (a) be our sole and exclusive property and you shall not have any
right, title or interest therein and (b) constitute "works made for hire" under all
applicable copyright or other applicable law. Any of this information will be referred to
in this agreement as the "Company Work Product." You agree that you automatically
assign to us all of your rights, title, and interest in any Company Work Product created,
developed, or discovered by you during the term of your employment. You further
agree to cooperate fully and promptly with, and otherwise facilitate, any of our
efforts to vest in us all rights, title and interest in and to the Company Work Product
and to register, preserve, and protect the Company Work Product from use by others,
or from weakening. You agree to execute and deliver any and all documents,
agreements and instruments to evidence our rights in the Company Work Product as
provided in this Section 2. You irrevocably grant to us a power of attorney to execute
and deliver any and all documents, agreements and instruments in your name as may be
reasonably required to give effect to this Section 2; but we will only use this power of
attorney with respect to any document, agreement or instrument that you do not
execute and deliver after five days written request by us. The rights granted to us in this
Section 2 will continue in effect after the termination or expiration of your employment
term.
To avoid future confusion or dispute, you have listed on Schedule A to this agreement a
description of all inventions or other intellectual property, if any, you have developed or
conceived in which you claim any ownership or other right that directly relates to our
business as currently conducted or as currently proposed to be conducted. These items that
you list on Schedule A will be referred to in this agreement as "Excluded Inventions."
You agree that the attached list is a complete listing of all Excluded Inventions that are to
be excluded from this agreement as having been made prior to your employment with us.
By not listing an invention or other intellectual property, you acknowledge that such
invention or other intellectual property was not developed or conceived before my
employment with us. You also agree that if you have listed any inventions or intellectual
property on Schedule A, you will not incorporate any of those items listed on Schedule A
into any of products, services, documents or works and, if you do, you agree we will be
permitted to use those items royalty and fee free in perpetuity without payment of any
license or fee to you or to any third party
Exhibit 10.20
3.Outside Activities. During your employment with us, you agree
that you will not ·engage in any other employment, consulting or other
business activity during your regular work hours with us.
4.Compliance with Policies and Procedures. You agree to be
bound by and to comply fully with all of our policies and procedures for
employees.
5.Representations. You represent, warrant and covenant to us that you are
under no contractual commitments, including but not limited to, any
confidentiality, proprietary rights, non-solicitation, non-competition agreement or
similar type of restrictive covenant agreement that is inconsistent with your
obligations to us and that you will not at any time during the course of your
employment by us violate or breach any obligation or commitment that you may
have to a third party or prior employer.
7.Employment At-Will. Nothing in this agreement will alter the at-will
nature of your employment.
8.Miscellaneous.
(a)You agree that we may assign this agreement or any of our rights under
this agreement at any time. You agree that because the obligations in this agreement are
personal to you, you may not assign or delegate this agreement or any of your obligations
under this agreement. • This agreement is binding on you and your heirs, executors,
administrators, or representatives and successors.
(b)All of your obligations contained in this agreement will survive the
termination of your employment with us.
(c)If any provision of this agreement is found to be invalid, unenforceable or
illegal, the validity or enforceability of the other provisions will not be affected. In
addition, if any one or more provisions contained in this agreement is held to be
excessively broad as to duration, geographical scope, activity, subject, or otherwise, it
will be construed by limiting or reducing it, so as to be enforceable with applicable law.
(d)This agreement will be governed by Delaware law. We both agree that
any disputes under this letter agreement will be brought exclusively in courts located within
Delaware.
(e)If we waive any breach of this agreement by you or waive any of our
rights in this agreement, that waiver does not mean that we will be bound to waive any
other breaches by you or that we will be required to waive any other rights in this
agreement.
(f)Both you and we agree that this agreement contains the entire agreement
between you and us regarding the matters contained in this agreement, and there are no
Exhibit 10.20
other side agreements or other representations, agreements or understandings between us
regarding these matters.
Exhibit 10.20
(g)This agreement will not be construed against the drafter as the parties have
been, or had the opportunity to be, represented by counsel in the negotiation and drafting
of this agreement.
(h)You recognize that your violation of this agreement could cause us harm
and significant injury that we cannot repair, the amount of which may be extremely
difficult to estimate, making monetary damages alone inadequate. Therefore, you agree
that in the event that you breach or threaten to breach your obligations in this agreement,
we will have the right to injunctive relief (eg., an order to stop the activities constituting a
breach) without the necessity of proving actual damages or posting any bond or other
security, in addition to any other remedies.
This agreement is made and entered into effective as of the first day of your
employment with us. We look forward to having you join our company!
Employee Signature | /s/ James Gernetzke | |
Print Name | James Gernetzke | |
Date Signed | 3/18/19 | |
Company: | ||
Exodus Movement, Inc. | ||
By: /s/ JP Richardson | ||
Name: JP Richardson | ||
Title: CEO |
Exhibit 10.20
Schedule A Excluded
Inventions
Except as set forth below, there are no Excluded Inventions that you wish to exclude from
the operation of this agreement:
[Please note: if this is blank in will be deemed to indicate "none"]