-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SI6QiiRxqXoeN199xG18GrMEFYMtlKp+9Pg97gFD/C1/rYjHZ++IHubbcZd9DB8R sFQ7cuNDE+36e599BUnmpg== 0000914760-05-000093.txt : 20050323 0000914760-05-000093.hdr.sgml : 20050323 20050323133006 ACCESSION NUMBER: 0000914760-05-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050315 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050323 DATE AS OF CHANGE: 20050323 FILER: COMPANY DATA: COMPANY CONFORMED NAME: APROPOS TECHNOLOGY INC CENTRAL INDEX KEY: 0001098803 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 363644751 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30654 FILM NUMBER: 05698619 BUSINESS ADDRESS: STREET 1: ONE TOWER LANE 28TH FLOOR CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 MAIL ADDRESS: STREET 1: ONE TOWER LANE 28TH FLOOR CITY: OAKBROOK TERRACE STATE: IL ZIP: 60181 8-K 1 a54512_8k031805.txt MARCH 18, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2005 Commission File number 000-30654 APROPOS TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) Illinois 36-3644751 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One Tower Lane, 28th Floor Oakbrook Terrace, Illinois 60181 (Address of principal executive offices, including zip code) (630) 472-9600 (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On March 18, 2005, Apropos Technology, Inc. (the "Company") entered into a continuation of David E. McCrabb, Jr.`s employment agreement ("Employment Agreement") through June 30, 2005. Mr. McCrabb will continue as President and Chief Executive Officer of the Company with an annual salary of $300,000. The Employment Agreement provides for a Target Award Bonus of $200,000 under the Company's 2005 Incentive Bonus Award Program. A copy of the Employment Agreement is attached hereto as Exhibit 99.3 and incorporated herein by reference. In conducting its annual salary review process, the Compensation Committee considered fiscal 2004 Company performance and reviewed recommendations submitted by management. On March 22, 2005, the Company confirmed the following annual base salary levels for 2005 for the named executive officers: David E. McCrabb, Jr., CEO and President remains at $300,000; Francis J. Leonard, Chief Financial Officer and Vice President was increased from $197,600 to $207,600; and Dick Cotter, Vice President of Marketing, remains at $190,000. Francis J. Leonard and Dick Cotter receive annual stock options with an exercise price of $3.02, which is equal to the fair market value of the Company's common stock on the date of grant. The stock options were granted under the Company's 2000 Omnibus Incentive Plan. No grant of stock options was made to Mr. McCrabb. Each of the named executive officers is also eligible for a Target Award Bonus under the Company's 2005 Incentive Bonus Award Program. A portion of the bonus is tied to the Company's performance in achieving objectives in revenue and profit growth. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit No. Description ----------- ----------- 4.1 Form of Employee Stock Option under the 2000 Omnibus Incentive Plan. 4.2 Form of Non-Qualified Stock Option. 10.1 David E. McCrabb, Jr. Employment Agreement, dated March 18, 2005. 10.2 Form of Annual Compensation Term Sheet for Francis J. Leonard 10.3 Form of Annual Compensation Term Sheet for Dick Cotter SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 23, 2005. Apropos Technology, Inc. /s/ Francis J. Leonard ------------------------------------------ Francis J. Leonard Chief Financial Officer and Vice President (Principal Financial Officer and Authorized Officer) EXHIBIT INDEX Exhibit No. Description ----------- ----------- 4.1 Form of Employee Stock Option under the 2000 Omnibus Incentive Plan. 4.2 Form of Non-Qualified Stock Option. 10.1 David E. McCrabb, Jr. Employment Agreement, dated March 18, 2005. 10.2 Form of Annual Compensation Term Sheet for Francis J. Leonard. 10.3 Form of Annual Compensation Term Sheet for Dick Cotter. EX-4.1 2 a54512_x991.txt FORM OF EMPLOYEE STOCK OPTION APROPOS TECHNOLOGY, INC. One Tower Lane, Suite 2850 Oakbrook Terrace, IL 60181-4622 EXHIBIT 4.1 APROPOS TECHNOLOGY, INC. INCENTIVE STOCK OPTION ---------------------- THIS INCENTIVE STOCK OPTION, dated the ___ day of April, 2000, is granted by APROPOS TECHNOLOGY, INC. ("Apropos"), to _____________ (the "Employee") pursuant to, and subject to the terms and conditions of, the Apropos Technology, Inc. 2000 Omnibus Incentive Plan, as Amended and Restated (the "Plan"). 1. OPTION GRANT Apropos hereby grants to the Employee an option to purchase a total of 75,000 shares of Apropos common shares at an option price of $____ per share, being not less than 100% of the fair market value of the stock on the date hereof. This option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 2. TIME OF EXERCISE This option may be exercised (in the manner described in paragraph 3 hereof) in whole or in part, at any time and from time to time, subject to the following limitations: (a) This option may not be exercised to any extent until the first anniversary of the date of grant. This option may be exercised to a maximum cumulative extent of 25% of the total shares covered hereby on and after the first anniversary of the date of grant; 50% of the total shares covered hereby commencing on and after the second anniversary of the date of grant; 75% of the total shares covered hereby on or after the third anniversary of the date of grant; and shall be fully exercisable on and after the fourth anniversary of the date of grant. However, in the event that the Employee's employment with Apropos or a subsidiary terminates by reason of a change of control (as defined in the Plan), permanent total disability or death prior to the fourth anniversary of the date of grant, then this option shall become fully exercisable upon such termination. (b) This option may not be exercised: (i) more than three months after the termination of the Employee's employment with Apropos or a subsidiary for any reason other than a change of control, retirement, permanent total disability or death; (ii) more than six months after termination of employment by reason of retirement or permanent total disability; (iii) more than one year after death or more than six months after death if employment was previously terminated and the option was exercisable at the time of death; (iv) more than one year after termination of employment occurring within a two-year period following a change of control; (v) more than ten years from the date hereof; (vi) and in each case only to the extent exercisable on the date of termination. For these purposes retirement and permanent total disability shall be determined in accordance with the established policies of Apropos. This option may not be exercised for less than 50 shares except in a case where the number of shares represented by the option is less than 50, in which case the option shall not be exercised for less than all of the shares subject to the option. 3. METHOD OF EXERCISE This option may be exercised only by appropriate notice in writing delivered to the Secretary of Apropos and accompanied by: (a) a check payable to the order of Apropos for the full purchase price of the shares purchased, and (b) such other documents or representations as Apropos may reasonably request in order to comply with securities, tax or other laws then applicable to the exercise of the option. Payment of the purchase price may be made in whole or in part by the delivery of common shares owned by the Employee for at least six months, valued at fair market value on the date of exercise or by execution and delivery of a promissory note containing terms and conditions established by the committee administering the Plan (the "Committee"). 4. NON-TRANSFERABILITY; DEATH This option is not transferable by the Employee otherwise than by will or the laws of descent and distribution and is exercisable during the Employee's lifetime only by the Employee. If the Employee dies during the option period, this option may be exercised in whole or in part and from time to time, in the manner described in paragraph 3 hereof, by the Employee's estate or the person to whom the option passes by will or the laws of descent and distribution, but only (a) within the period permitted under paragraph 2(b)(iii) hereof after the Employee's death or (b) ten years from the date hereof, whichever period is shorter. At the discretion of the Committee, this option may be transferred by the Employee to members of the Employee's immediate family or trusts or family partnerships for the benefit of the Employee or family members, subject to terms and conditions established by the Committee. * * * IN WITNESS WHEREOF, Apropos has caused the execution hereof by its duly authorized officer and Employee has agreed to the terms and conditions of this option, all as of the date first above written. APROPOS TECHNOLOGY, INC. By -------------------------------- Chairman ----------------------------------- Employee EX-4.2 3 a54512_x992.txt FORM OF NON-QUALIFIED STOCK OPTION APROPOS TECHNOLOGY, INC. One Tower Lane, Suite 2850 Oakbrook Terrace, IL 60181-4622 EXHIBIT 4.2 APROPOS TECHNOLOGY, INC. FORM OF NONQUALIFIED STOCK OPTION ------------------------- THIS NONQUALIFIED STOCK OPTION, dated as of , 200 , is granted by APROPOS TECHNOLOGY, INC., an Illinois corporation ("APROPOS"), to (the "DIRECTOR") pursuant to, and subject to the terms and conditions of, the Apropos Technology, Inc. 2000 Omnibus Incentive Plan, as Amended and Restated (the "PLAN"). Terms used but not defined herein shall have the meanings ascribed to them in the Plan. 5. OPTION GRANT ------------ Apropos hereby grants to the Director an option to purchase a total of Apropos common shares at an option price of $__ per share, being not less than 100% of the fair market value per common share on the date hereof, and being the closing price per Apropos common share as reported on Nasdaq for the last trading day preceding the date hereof. 6. VESTING AND EXERCISE -------------------- In the event that the Director stands for election, and is elected at the 2005 Annual Meeting of Shareholders of Apropos, this option shall vest (and to the extent vested may be exercised in whole or in part, at any time and from time to time, subject to the terms hereof) during the Director's service on the Board of Directors of Apropos ("BOARD SERVICE") to a maximum cumulative extent of 25% of the total shares covered hereby on and after the last day of the first fiscal quarter of 200 (__ shares as of March 31, 200__); 50% of the total shares covered hereby on and after the last day of the second fiscal quarter (___ shares as of June 30, 200 ); 75% of the total shares covered hereby on and after the last day of the third fiscal quarter following the fiscal quarter in which the option was granted ( shares as of September 30, 200 ); and shall be fully vested and exercisable on and after the last day of the third fiscal quarter following the fiscal quarter in which the option was granted (__ shares as of December 31, 200__). If Director's Board Service terminates following either (i) a Corporate Transaction (as defined in paragraph 6 hereof) in which this option is not continued, assumed or substituted for, or (ii) Director's permanent total disability or death, the remaining shares covered by this option shall vest and become fully exercisable. 7. EXERCISE FOLLOWING TERMINATION OF BOARD SERVICE ----------------------------------------------- Notwithstanding anything contained herein to the contrary, this option may not be exercised (and shall terminate and be of no further force or effect): (a) more than three months after the termination of Board Service (including Board Service with a Successor as provided in paragraph 6 below) for any reason, other than retirement, permanent total disability or death; (b) more than six months after termination of Board Service by reason of retirement or permanent total disability; (c) more than one year after death or more than six months after death, if Board Service was previously terminated and the option was exercisable at the time of death; or (d) more than ten years from the date hereof; and in each case only to the extent vested and exercisable on the date of termination of Board Service. For purposes of this option, retirement shall mean termination of Board Service after the Director has attained age 55 and completed at least five years of Board Service. Permanent total disability shall be determined in accordance with the established policies of Apropos as determined by the Committee. 8. METHOD OF EXERCISE ------------------ This option may be exercised only by written notice delivered to the Secretary of Apropos and accompanied by: (a) a check payable to the order of Apropos for the full purchase price of the shares purchased; and (b) such other documents or representations as Apropos may reasonably request in order to comply with securities, tax or other applicable laws. At the sole discretion of the Committee, payment of the purchase price may be made in whole or in part by the delivery of common shares owned by the Director for at least six months, valued at fair market value on the date of exercise, or by execution and delivery of a promissory note containing terms and conditions established by the Committee. This option may not be exercised for less than 100 shares, except in a case where the number of shares represented by the option is less than 100, in which case the option shall not be exercised for less than all of the shares subject to the option. 9. NON-TRANSFERABILITY; DEATH -------------------------- This option is not transferable by the Director, otherwise than by will or the laws of descent and distribution, and is exercisable during the Director's lifetime only by the Director. Following Director's death, this option may be exercised in accordance with its terms by the Director's estate or the person to whom the option passes by will or the laws of descent and distribution, but only (a) within the period permitted under paragraph 3(c) hereof after the Director's death or (b) ten years from the date hereof, whichever period is shorter. At the sole discretion of the Committee, this option may be transferred by the Director to members of the Director's immediate family or trusts or family partnerships for the benefit of the Director or family members, subject to terms and conditions established by the Committee. 10. CORPORATE TRANSACTIONS ---------------------- In the event of either (a) a merger, consolidation, share exchange or similar transaction involving Apropos or (b) the sale or transfer of substantially all of Apropos' assets (each a "CORPORATE TRANSACTION"), this option may be continued by Apropos or assumed or substituted for by the resulting, surviving or purchasing entity ("SUCCESSOR"), at the option of Apropos or the Successor, as long as, in the case of a Successor (i) the Director serves on the board of directors or similar governing body of the Successor and (ii) the aggregate intrinsic value (difference between per share value and exercise price) of any option issued by a Successor is not less than the aggregate intrinsic value of this option on the effective date of the Corporate Transaction and the vesting provisions, rights to exercise, remaining option period, and other significant provisions remain the same. In each such case, this option (as continued, assumed or substituted) shall continue to vest and be exercisable in accordance with its terms. The term Board Service shall include service on the board of directors or similar governing body of any Sucessor. In the event Apropos does not elect to continue this option or that the Successor does not agree to assume or substitute for this option following a Corporate Transaction, Apropos shall so notify the Director and this (subject to the condition that the Corporate Transaction is consummated) option shall vest and become fully exercisable thirty days prior to the scheduled effective date of the Corporate Transaction and shall terminate on the effective date of the Corporate Transaction with any exercise to occur immediately prior to the effective time of the Corporation Transaction. In the event this option is continued, assumed or substituted for following a Corporate Transaction and Director's Board Service is terminated by Apropos or the Successor less than 6 months after the effective date of the Corporate Transaction, this option (as continued, assumed or substituted) shall become fully vested and exercisable upon the date of termination of employment. Except as expressly provided in this option and notwithstanding anything to the contrary in the Plan, a Change in Control shall not accelerate vesting of this option or have any other effect on the terms or conditions of this option IN WITNESS WHEREOF, Apropos has caused the execution hereof by its duly authorized officer and Director has agreed to the terms and conditions of this option, all as of the date first above written. APROPOS TECHNOLOGY, INC. By: - ----------------------------- ----------------------------- Its ----------------------------- EX-10.1 4 a54512_x101.txt DAVID E. MCCRABB, JR. EMPLOYMENT AGREEMENT APROPOS TECHNOLOGY, INC. ONE TOWER LANE SUITE 2850 OAKBROOK TERRACE, IL 60181 March 18, 2005 Mr. David E. McCrabb, Jr. 17600 Bruce Avenue Los Gatos, CA 95030 Dear David: It is my pleasure to confirm with you the continuation of your employment on an interim basis as President and Chief Executive Officer of Apropos Technology, Inc. (the "Company") through June 30, 2005. The points below set forth the terms of your employment. o Your annual salary will be $300,000, payable in accordance with the standard payroll practice of the Company. o Your Target Award under the Company's 2005 Incentive Bonus Award Program for Senior Executives (the "Program") will be $200,000, with the percentage payout determined by the Revenue Plan/Profit Plan Bonus Matrix for Q1 and Q2; provided, that the amount paid shall be not less than $100,000. o The Company will continue to reimburse you for reasonable travel expenses and temporary living expenses, including continuation of your current apartment rental, as well as automobile expense and reimbursement for coach airfare between Chicago and California. You will assist the Company and its advisors in finding a candidate to fill the position of President and Chief Executive Officer on a permanent basis. o You will be entitled to all customary benefits provided to Company employees, including vacation, subject to the right of the Company to amend, modify or terminate any benefit plans or policies. o It is expected that you will devote all of your customary working hours to the attention of the affairs and activities of the Company. o You represent that this employment relationship does not breach any contractual relationship or other obligation toward any other person or entity. David E. McCrabb, Jr. March 18, 2005 Page 2 o You agree to the continuation of the confidentiality, ownership of invention, noncompetition and related provisions contained on Annex A hereto. The term "Employee" in the Annex refers to you. Your employment is at will and may be terminated prior to June 30, 2005 by you or the Company upon thirty days advance written notice (or pay in lieu of such notice) for any reason or no reason. If your employment is terminated by the Company prior to June 30, 2005, you will continue to receive your salary and will be entitled to your award under the Program, which shall be not less than $100,000. If you terminate your employment prior to June 30, 2005, your salary will be discontinued and you will not be entitled to any bonus payment under the Program. It is understood that you are employed by the Company on an interim basis with no expectation of continued employment following transition of your duties to another individual. Except as required by law, you are not entitled to any severance or other benefits following termination of employment for any reason. All payments described above are subject to applicable withholding requirements. This Agreement shall be governed by the substantive laws of the State of Illinois and not the conflict of law rules. This letter represents our entire agreement. This letter replaces the letter dated July 30, 2004, which is terminated and shall be of no further force or effect. It may be executed in counterparts. You have not relied on any representation other than as contained in this letter. No amendment of these terms is effective, if not in writing. Very truly yours, APROPOS TECHNOLOGY, INC. By: /s/ Keith Crandell ----------------------- Keith Crandell Compensation Committee Chairman ACCEPTED AND AGREED: /s/ David E. McCrabb, Jr. - ------------------------- David E. McCrabb, Jr. ANNEX A ------- 1. CONFIDENTIALITY. Employee understands and agrees that Employee's employment creates a relationship of confidence and trust between Employee and the Company with respect to (a) all Proprietary Information (as defined below), and (b) the confidential information of others with which the Company has a business relationship. The information referred to in clauses (a) and (b) of the preceding sentence is referred to in this Agreement, collectively, as "Confidential Information". At all times, both during Employee's employment with the Company and after its termination, Employee will keep in confidence and trust all such Confidential Information, and will not use or disclose any such Confidential Information without the written consent of the Company, except as may be necessary in the ordinary course of performing Employee's duties to the Company. The restrictions set forth in this Section will not apply to information which is generally known to the public or in the trade, unless such knowledge results from an unauthorized disclosure by Employee, but this exception will not affect the application of any other provision of this Agreement to such information in accordance with the terms of such provision. 2. OWNERSHIP OF INVENTIONS. Employee agrees that all Inventions (as defined below) which Employee conceives or develops, in whole or in part, either alone or jointly with others, prior to or during the term of Employee's employment with the Company which may relate in any manner to the actual or anticipated business, work, research, development or investigations of the Company, or which result, to any extent, from the work performed by Employee for the Company, or use of the Company's Proprietary Information, premises or property (the foregoing being hereinafter collectively referred to as "Company Inventions") will be the sole property of the Company. The Company will be the sole owner of all patents, copyrights and other proprietary rights in and with respect to such Company Inventions. To the fullest extent permitted by law, such Company Inventions will be deemed works made for hire. Employee hereby transfers and assigns to the Company or its designee any proprietary rights which Employee may have or acquire in any such Company Inventions, and Employee waives any moral rights or other special rights Employee may have or accrue therein. Employee agrees promptly to disclose to the Company, or any persons designated by it, all Company Inventions which are or may be subject to the provisions of this Section. Employee agrees to execute any documents and take any actions that may be required to effect and confirm such transfer and assignment and waiver. The provisions of this Section will apply to all Company Inventions which are conceived or developed during the term of Employee's employment with the Company, whether before or after the date of this Agreement, and whether or not further development or reduction to practice may take place after termination of Employee's employment. The provisions of this Section will not apply, however, to any Inventions which may be disclosed in a separate Schedule attached to this Agreement prior to its acceptance by the Company, representing Inventions made by Employee prior to employment by the Company. The foregoing restrictions do not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Employee's own time, unless (a) the invention relates (i) to the business of the Company or (ii) to the Company's actual or demonstrably anticipated research or development, or (b) the invention results from or is the product of any work performed by Employee for the Company in the scope of Employee's efforts on behalf of the Company. 3. NONCOMPETITION. Employee agrees that, while employed by Company and for a period of eighteen (18) months following termination of his employment with Company, regardless of the circumstances under which Employee's employment is terminated and regardless of whether the termination was voluntary or involuntary or with or without cause, Employee shall not, directly or indirectly, whether as a partner, owner, principal, agent, advisor, employee, employer, officer, director, shareholder or in any other capacity: (a) Engage in, advise or provide services in the Territory to any person or entity engaged in any business that is in any material way directly competitive with the business conducted by the Company. The Territory shall mean the United States and those countries in Europe in which the Company distributes products. (b) Solicit for employment or employ or otherwise engage any person employed by the Company during Employee's term of employment or request, or advise any such person to leave such employment or service of the Company. Notwithstanding the foregoing, Employee may make investments in publicly-held corporations if such investment is limited to not more than five percent (5%) of the outstanding issue of such security. Employee agrees that if he breaches this agreement, then the eighteen (18) month restrictive period shall be extended and shall not expire until eighteen (18) months after Employee permanently ceases to breach this Agreement. 4. ENFORCEMENT. (a) Employee acknowledges that, for the breach of any of the covenants contained in this Annex, the Company will suffer irreparable damages for which the remedy at law will be inadequate, and that, an injunction may be entered against Employee by any court having jurisdiction, restraining Employee from breaching or continuing the breach. Employee consents to the personal jurisdiction of DuPage County, Illinois, and the United States District Court for the Northern District of Illinois for purposes of enforcement of this Annex. Resort to such equitable relief, however, shall not be construed to be a waiver by the Company of any other rights or remedies that the Company may have for damages or otherwise. Should a court determine that either the scope or territory covered by the covenants is unreasonably extensive or the period of the covenants unreasonably long, it may amend the terms of such covenants so as to make such covenants reasonable and enforceable. (b) Employee hereby acknowledges the necessity of protection of the Company against Employee's competition and that the nature and scope of such protection has been carefully considered by Employee and the Company. Employee and the Company hereby agree that the unique nature of the business of the Company requires the protection specified in this Agreement. The consideration provided for these covenants is deemed to be sufficient and adequate to compensate Employee for agreeing to the restrictions contained herein. Employee acknowledges and represents that Employee can continue to earn sufficient compensation without breaching any of the foregoing restrictions. The scope and period provided and the area covered are expressly represented and agreed by the Employee to be fair, reasonable and necessary. (c) The covenants and provisions of this Agreement are severable. The Company and the Employee agree that the restrictions imposed herein are reasonably necessary to protect the legitimate business interests of the Company. However, if any provision or covenant of this Agreement were held to be unenforceable as written, then the Company and the Employee agree that the provision or covenant shall be construed in order that it shall be enforced to the greatest extent possible and, if such construction and enforcement is not possible, then the remainder of this Agreement shall be enforced as if such invalid covenant or provision were not contained in this Agreement. * * * PROPRIETARY INFORMATION. As used in this Annex, "Proprietary Information" means information which the Company possesses or to which the Company has rights which has commercial value. Proprietary Information includes, by way of example and without limitation, trade secrets, product ideas, designs, configurations, processes, techniques, formula, software, source and object code, domain names, improvements, inventions, data, know-how, copyrightable materials, marketing plans and strategies, sales and financial reports and forecasts, and customer lists. Proprietary Information includes information developed by Employee to be used in the business of the Company, whether before or in the course of Employee's employment by the Company or otherwise relating to Inventions which belong to the Company, as well as other information to which Employee may have access in connection with Employee's employment. INVENTIONS. As used in this Annex, "Inventions" means any and all inventions, developments, creative works and useful ideas of any description whatsoever, whether or not patentable. Inventions include, by way of example and without limitation, discoveries and improvements that consist of or relate to any form of Proprietary Information. COMPANY. For purposes of this Annex, all references to the "Company" will be deemed to include Apropos Technology, Inc., its successors, and its direct or indirect subsidiaries and affiliates. EX-10.2 5 a54512_x102.txt FORM OF ANNUAL COMPENSATION LEONARD APROPOS TECHNOLOGY, INC. One Tower Lane, Suite 2850 Oakbrook Terrace, IL 60181-4622 To Francis J. Leonard: Your base salary for 2005 has been increased to $207,600. Your Target Award Bonus for 2005 is $70,000. You have been granted options to purchase 35,000 shares of Company common stock at an exercise price of $3.02 under the Company's Omnibus Incentive Plan of 2000. EX-10.3 6 a54512_x103.txt FORM OF ANNUAL COMPENSATION COTTER APROPOS TECHNOLOGY, INC. One Tower Lane, Suite 2850 Oakbrook Terrace, IL 60181-4622 To Dick Cotter: Your base salary for 2005 remains at $190,000. Your Target Award Bonus for 2005 is $210,000. You have been granted options to purchase 30,000 shares of Company common stock at an exercise price of $3.02 under the Company's Omnibus Incentive Plan of 2000. -----END PRIVACY-ENHANCED MESSAGE-----