**Exhibit 10.35**

 

February 17, 2000

 

Mr. Thomas S. Bednarik

10383 N 118th Place

Scottsdale, AZ 85259

 

Dear Tom:

 

On behalf of Vitrix Incorporated (the “Company”), a subsidiary of Vitrix, Inc.(f/k/a FBR Capital Corporation), I am pleased to offer you the position of CEOand President. In this position, you will be responsible for overall operationsof the Company. Your election to the Board of Directors is expected to occur atthe first Board meeting following your acceptance of this offer.

 

Terms of your employment at Vitrix include the following:

 

**1.             Employment At Will.         **The Company hereby employs yousubject to the terms and conditions herein set forth. This employmentrelationship is an “at-will” relationship, which is severable at the pleasureof either you or the Company at any time, for any reason, with or withoutnotice, with or without cause.

 

**2.             Compensation.   **Your initial basesalary for this position shall be $115,000 annually, paid twice monthly inaccordance with the Company’s payroll policy as in effect from time to time. Youwill also be paid a quarterly bonus payable in cash according to the schedule providedbelow if Vitrix’s revenues for the applicable quarter exceed the amountindicated below:

 

**Quarterly Bonus Plan**
| ** **      | ** ** | **FYQ1 2000** | ** ** | **FYQ2 2000** | ** ** | **FYQ3 2000** | ** ** | **FYQ4 2000** | ** ** | **Total** | ** ** |
|-----------------|------------|---------------|------------|---------------|------------|---------------|------------|---------------|------------|-----------|------------|
| **Revenues of** |       | $             | 202,669    |          | $          | 361,206       |       | $             | 409,357    |      | $          | 728,406 |   | $ | 1,701,638 |   |
| **Cash Bonus**  |       | 0             |       | 0             |       | $             | 5,000      |          | $          | 15,000    |       | 0 |   |
|                 |            |               |            |               |            |               |            |               |            |           |            |  |  |  |  |  |

 

In addition, you will also be paid an annual bonus payable in cashaccording to the schedule provided below if Vitrix’s revenues for the fullfiscal year exceed the amount indicated below:

 

**FY2000 Annual Bonus Plan (ending June 30, 2000)**

| **Revenues of** |   | $ | 1,800,000 |   | $ | 2,000,000 |   | $ | 2,500,000 |   |
|-----------------|--------|---|-----------|--------|---|-----------|--------|---|-----------|--------|
| **Cash Bonus**  |   | $ | 5,000     |   | $ | 15,000    |   | $ | 40,000    |   |

 

**3.**             **Medical/Dental.   **You will qualify forparticipation in the Vitrix group medical and dental plan in accordance withcurrent guidelines. Vitrix pays for the individual employee’s medical coverage,and contributes at 50% for family coverage. The Group dental plan is optionaland the Company does not make any contributions with respect to such plan.

 

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**4.             Vacation/Sick/Personaltime.   **You will be immediately eligible for combinedvacation/sick/personal time in the amount of 3 weeks (120 hours) per year. Youaccrue time immediately and will be eligible to take compensated time off after60 days of employment. If you have any personal obligations that need to beaddressed within that time, please let me know. You will also be eligible foreight published legal holidays during the year.

 

**5.             Stock Options.**

 

(a)           You will be initiallygranted options to purchase an aggregate of 1,000,000 shares of Vitrix, Inc.common stock (“Vitrix Common Stock”). These options shall vest in equalincrements over a four-year period commencing from the date of your employment(i.e., 25% of the options granted to you (250,000) shall first vest upon theone year anniversary of the date of your employment and on each one yearanniversary thereafter). The per share exercise price of the options shallequal the current market price of Vitrix Common Stock as of the date of youracceptance of this employment offer. The term of your options will be set forthin a separate option agreement (the “Option Agreement”).

 

(b)           In the event youremployment is terminated at any time by the Company without cause, you shall beimmediately vested in the current years options as severance compensation, andthe remainder of the options shall lapse. The term “cause” shall be defined inthe Option Agreement.

 

(c)           In the event the Companyis acquired or merged into another company, you will be automatically vested inyour outstanding unvested options.

 

**6.             YourRepresentations**.**   **Youhereby represent and warrant as follows:

 

a.             You are under nocontractual or other restriction or obligation which is inconsistent withbecoming employed with or by the Company, the performance of your duties owedto the Company, or any other rights of the Company.

 

b.             You are under nocontractual non-compete or non-solicitation agreement or other substantiallysimilar restriction with any other third party.

 

c.             Neither the Companynor any of its affiliates or any of their respective officers, directors,employees, agents or representatives has requested that you communicate orotherwise make available to any such parties at any time any proprietaryinformation, data, trade secrets, or other confidential information belongingto your former employer(s) or others.

 

d.             The Company hasinstructed you not to duplicate, reproduce or in any way take with you fromyour former employer(s) or elsewhere any proprietary information, data, tradesecrets or other confidential information belonging to your former employer(s)or others.

 

e.             You have not madeavailable to the Company any proprietary information, data, trade secrets, orother confidential information belonging to your former employer(s) or others,and shall not disclose or use for or to the benefit of the Company any suchinformation.

 

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f.              You have notduplicated, reproduced or in any way taken from your former employer(s) orelsewhere any proprietary information, data, trade secrets, or otherconfidential information belonging to your former employer(s) or others, andyou do not currently have in your possession, custody or control any suchinformation.

 

g.             Neither the Companynor any of its affiliates or any of their respective officers, directors,employees, agents or representatives has requested that you solicit orotherwise recruit for employment with the Company any person who was aco-employee of yours at your former employer(s).

 

h.             You have not solicitedor otherwise recruited for employment with the Company any person who was aco-employee of yours at your former employer(s).

 

**7.**             **Amendment; Waiver.   **This letter agreement (“Agreement”)may be modified or amended only by a writing signed by both you and anauthorized representative of the Company. The failure at any time to enforceany of the provisions of this Agreement in no way shall be construed as awaiver of said provisions and shall not affect the right of either partythereafter to enforce each and every provision hereof in accordance with itsterms.

 

**8.**             **Severability.   **If any provision of thisAgreement is determined to be unenforceable for any reason, but could berendered enforceable by minor changes that do not have a material adverseeffect on the benefits of this Agreement to either party, these changes shallbe deemed made and all other provisions of the Agreement shall remain in fullforce and effect.

 

**9.             Governing Law.   **The validity, construction,and enforcement of, and the remedies under, this Agreement shall be governed inaccordance with the laws of the State of Arizona, regardless of any conflict oflaws rules.

 

**10.          Entire Agreement.   **This Agreementsupersedes any and all other oral or written agreements heretofore maderelating to the subject employment of you by the Company and constitutes theentire agreement of the parties relating to the subject matter hereof. ThisAgreement does not in any way supersede that certain Confidentiality Agreemententered into by and between you and the Company, dated the         day of                               ,2000, and attached hereto as Exhibit A, which remains in full force andeffect.

 

**11.          No Modification ofAt-Will Employment Relationship.   **Nothing in thisAgreement shall operate to modify the at-will employment relationship set forthherein, and either you or the Company can terminate your employment hereunderat any time, with or without notice, with or without cause.

 

I trust that the above information will address a majority of yourquestions regarding the key elements of this offer for employment. If I canclarify anything else, please contact me immediately. We would anticipatebeginning your employment no later than March 1, 2000.

 

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Tom, we look forward to welcoming you as a part of our young, but rapidlygrowing team.

 
| Sincerely,                                                  |               |
|-------------------------------------------------------------|--------------------|
|                                                        |               |
|                                                        |               |
| Michael A. Wolf                                             |               |
| President & CEO                                    |               |
|                                                        |               |
|                                                        |               |
| Please indicate your acceptance of this offer by signature: |               |   |
|                                                        | Thomas S. Bednarik |
|                                                        |               |
|                                                        |               |   |
|                                                        | Date               |

 

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