Employment Offer Letter (Steve Zirkel)



 Exhibit 10.19 
 PAR3 Communications, Inc. 
 100 S. King St., Suite 110 
 Seattle, WA 96104 
 PERSONAL AND CONFIDENTIAL 
 11/10/2000 
 [Address] 
 Dear Steve: 
 We are delighted to offer you the position of Director, Business Development in the Marketing and Sales department. You will report directly to the Senior Vice President
of Marketing and Sales. We would like your first day of employment to be no later than December 1, 2000. Your base salary will be $5000 paid twice monthly which annualizes to $120,000. In addition, you will participate in a conditional
compensation plan based on achieving specified management objectives (MBOs). You will earn $20,000 for achieving these MBOs in your first year of employment with PAR3. Further, you will participate in an uncapped sales compensation plan with
targeted earnings of $20,000 for the first year. Your performance and compensation will be reviewed annually. 
 As a strategic management incentive, you
will also participate in a first year compensation program designed to encourage rapid development of self-sufficient indirect sales channels for PAR3. In this program your department will be eligible to receive commissions of 2% of all revenue
produced by PAR3 channel partners from contracts that have not consummed any PAR3 sales support. 
 Your benefits will be provided to you through our
benefits provider Trinet. The company will provide a fixed dollar amount to cover various benefits. You will have benefit choices to select from that include: 
  

							
	 ̈	  	Family Health Plan	  	 ̈	  	Life Insurance
	 ̈	  	Dental Plan	  	 ̈	  	Eight paid holidays
	 ̈	  	Disability Insurance	  	 ̈	  	401K with eligibility in three months
	 ̈	  	Six weeks paid sabbatical after five years employment	  	 ̈	  	Three weeks per year for use as vacation, personal time off and sick days

 Stock Options: In addition, you will be eligible to participate in our key employee stock option program.
Upon joining the Company, we will recommend to the PAR3 Board of 








 
Directors to grant you options for Seventy-five thousand (75,000) shares. The Board of Directors shall determine the price per share (currently
$0.10/share). These options will vest according to the following schedule: 25% on the first anniversary of your employment, and 1/36th of the remaining per
month for 36 months after the first anniversary of your employment. Vesting will, of course, depend on your continued employment with the Company. The options will be incentive stock options to the maximum extent allowed by the federal tax code and
will be subject to the terms of the Company’s 2000 Stock Option Plan. The Board of Directors has already informally approved your options, but incentive stock options can only be granted to you after you become an employee. 

Other terms: 
  

	1.	Proprietary Information, Assignment of Inventions and Noncompete Agreement. Your acceptance of this offer and commencement of employment with the Company is contingent upon
the execution, and delivery to a company officer, of the Company’s Proprietary Information, Assignment of Inventions and Noncompete Agreement. A copy of this agreement is enclosed for your review and execution. Please sign and return these two
agreements with your acceptance letter. 

  

	2.	At-Will Employment. It is important that you understand that Washington is an “at will” employment state which means that either you or the Company may terminate
your employment at any time for any reason or no reason, without further obligation or liability. 

  

	3.	Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to us on your first day of work, or our employment relationship with you may be terminated. 

  

	4.	Confidentiality of Terms. You agree to follow the Company’s strict policy that employees must not disclose, either directly or indirectly, any information, including any
of the terms of this agreement, regarding salary, bonuses, or stock purchase or option allocations to any person, including other employees of the Company; provided, however, that you may discuss such terms with members of your immediate family and
any legal, tax or accounting specialists who provide you with individual legal, tax or accounting advice. 

  

	5.	Background Check. In connection with your consideration for employment, the Company requires all applicants consent to undergo an investigative background check including a
credit check. This offer is contingent upon the background check showing satisfactory results. 

  

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	6.	No Violation of Other Agreements. The Company is extending this offer contingent upon the understanding that your joining the Company and performing your duties with the
Company will not violate any court order to which you are subject or any agreement such as a noncompetition, confidentiality or similar agreement to which you are or have been a party. 

  

	7.	Governing Law. The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of Washington as applied to agreements
entered into and to be performed within Washington solely by residents of that state. 

  

	8.	Severability. The invalidity or unenforceability of any provision or provisions of this agreement shall not affect the validity or enforceability of any other provision
hereof, which shall remain in full force and effect. 

  

	9.	Entire Agreement. This letter, together with the Confidentiality Agreement, set forth the terms of your employment with the Company and supersede any prior representations or
agreements, whether written or oral. 

  

	10.	Amendments. This letter may not be modified or amended except by a written agreement, signed by an authorized officer of the Company and by you. 

  

	11.	Offer Period. This offer is valid through November 13, 2000. 

  

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 Steve, we are delighted to be able to extend you this offer and look forward to working with you. To indicate your
acceptance of the Company’s offer, please sign and date this letter in the space provided below and return it to us, along with a signed and dated copy of the Proprietary Information, Assignment of Inventions and Noncompete Agreement.

  

	
	Very truly yours,
	PAR3, Inc.
	
	Kenneth J. Pawlak
	Senior Vice President of Marketing and Sales
	Date: November 10, 2000
	
	 /s/ Kenneth J. Pawlak

	
	OFFER ACCEPTED AND AGREED:
	
	 /s/ Steve Zirkel

	Steve Zirkel
	Date: November 10, 2000

  

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