Exhibit 10.1
GEM SOLUTIONS INC
7935 Airport Pulling Road
Naples, FL 34109
February 28, 2007
Mr. Mark Sampson
Dear Mark:
As a result of having to downsize GEM Solutions, Inc. ("GEM" or the "Company"),
GEM has agreed to accept your resignation as Chief Executive Officer.
1.
YOUR RESIGNATION WILL BE EFFECTIVE AS
OF THE CLOSE OF BUSINESS ON WEDNESDAY JANUARY 31,
2007.
2.
YOU SHALL ALSO BE PAID, NO LATER THAN
MARCH 15, 2007, FOR ALL UNUSED VACATION TIME EARNED AND ACCRUED THROUGH JANUARY
31, 2007.
IN ADDITION YOU WILL BE REIMBURSED FOR ANY APPROVED BUSINESS EXPENSES
INCURRED ON OR BEFORE YOUR RESIGNATION DATE WHEN A TRANSACTION FOR GEM IN
COMPLETE.
3.
PROVIDED GEM CONTINUES TO MAKE GROUP
HEALTH INSURANCE COVERAGE AVAILABLE TO ITS EMPLOYEES, GEM SHALL PAY ANY
APPLICABLE MONTHLY PREMIUM ON YOUR BEHALF, FOR THE PERIOD FEBRUARY 1, 2006
THROUGH APRIL 30, 2007 AT THE SAME LEVEL OF BENEFIT AS YOU AND YOUR SPOUSE AND
OTHER BENEFICIARIES PARTICIPATED IN ON JANUARY 31, 2007. IN THE EVENT THAT GROUP
HEALTH INSURANCE COVERAGE BECOMES AVAILABLE TO YOU DURING THE PERIOD FEBRUARY 1
2007 THROUGH APRIL 30, 2007, AS A RESULT OF ANY SUBSEQUENT EMPLOYMENT, GEM'S
OBLIGATIONS WITH RESPECT TO THIS PARAGRAPH OF THIS LETTER SHALL CEASE AS OF NO
LATER THAN THE FIRST DAY IN WHICH SUCH GROUP HEALTH INSURANCE COVERAGE BECOMES
AVAILABLE TO YOU.
4.
GEM WILL AUTHORIZE AND ISSUE TO YOU
200,000 SHARES OF COMMON STOCK IN CONSIDERATION FOR UNPAID SALARY AND OPTIONS TO
PURCHASE 2,000,000 SHARES OF COMMON STOCK FOR SEVERANCE.
THESE OPTIONS WILL
HAVE AN EXERCISE PRICE OF $0.40 PER SHARE AND SHALL BE VESTED AND EXERCISABLE IN
FULL UNTIL JANUARY 31, 2009.
WITHIN FIVE (5) DAYS OF THE EFFECTIVE DATE OF THIS
LETTER, THE COMPANY WILL ISSUE INSTRUCTION FOR THE SHARES TO BE ISSUED AND
DELIVER TO YOU AN OPTION AGREEMENT IN THE FORM ATTACHED HERETO AS EXHIBIT B.
FAILURE TO DO SO SHALL RENDER THE TERMS OF THIS LETTER VOID.
5.
GEM MAY SECURE YOUR SERVICES AS AN
INDEPENDENT AGENT TO MARKET AND SELL GEM SOFTWARE OR SOLICIT QUALIFIED
INVESTORS, SUBJECT TO OUR REACHING AN AGREEMENT AS TO THE TERMS AND CONDITIONS
OF AN INDEPENDENT AGENT OR FINDERS AGREEMENT.
6.
FOR PURPOSES OF THIS LETTER, THE
"COMPANY" SHALL MEAN GEM AND ALL OF ITS DIVISIONS, PARENTS, SUBSIDIARIES,
AFFILIATES OR RELATED ENTITIES.
7.
YOU WILL BE ALLOWED TO KEEP YOUR
COMPANY-PROVIDED PC, HOWEVER ALL COMPANY DATA WILL BE REMOVED FROM THIS COMPUTER
BY A GEM TECHNICIAN ON OR BEFORE APRIL 28, 2007 PLEASE CONTACT BRIAN ELLIS TO
MAKE PROPER ARRANGEMENTS FOR THIS TO OCCUR.
THE CONVEYANCE OF THE FORGOING
EQUIPMENT TO YOU DOES NOT INCLUDE THE CONVEYANCE OR PAYMENT FOR ANY SERVICE FEES
OF ANY KIND OR ANY LICENSE AGREEMENTS OR SOFTWARE SUPPORT.
8.
YOU WILL NOT RECEIVE THE COMPENSATION
AND BENEFITS SPECIFIED HEREIN, UNLESS YOU SIGN AND DATE WHERE INDICATED BELOW
ACCEPTING THE TERMS AND CONDITIONS OF THIS LETTER AND RETURN THIS LETTER TO ME
AND DO NOT REVOKE YOUR ACCEPTANCE.
ONCE YOU