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8-K - FORM 8-K - SPENDSMART NETWORKS, INC.f557329v2bmpihernandez8k.htm

October 16, 2012


Bill Hernandez

150 Southfield Ave, Suite 1332

Stamford, CT 06902


Dear Bill,


Thanks for your interest in BillMyParents.   I am excited about the opportunity to work closely with you.  Your skill set will be very valuable to our organization and we will make a great team.


Please review the letter below and let me know if you are in agreement.    Please keep in mind BMPI is an exciting company with a big future but today we are a small company still reliant on investor capital.


Bill, I am pleased to offer you the following opportunity:


Title: President, reporting directly to me.  You will also be a member of the BMPI Board of Directors.   We will nominate you at our next meeting.


    Compensation:

Annual salary  $350,000

Annual bonus 50% of salary; bonus criteria to be agreed on between you and me.

In year one, BMPI will guarantee one half of your annual bonus.  You will suggest  criteria  for the remaining half.

    Options:

In recognition of our significant role in the organization you will receive 5 million in options.   Price to be set at the close of business the day prior to your start of employment.

One million shares are guaranteed to vest and will vest in 60 days from your start date, the remaining  4 million  options  will vest over 3 years,  1/36  per month.



Severance:    In the event of termination without cause, you will receive  an amount equivalent  to one year's salary  and receive  any unvested  shares  due for that year of employment.


Change of Control: In the event a termination due to a change of control  of the company  (acquisition, buyout,   etc.) you will receive  one year salary  and all unvested  options will vest.


    Miscellaneous:

Cell phone allowance up to $150 per month.

You may choose to office out of your home.  BMPI will also work with Transactis to secure space when you are in the city.

All fringe benefits such as Medical, Dental, 401K, etc. with be included.


Bill, please let me know if you have any questions.   I'm convinced you and I can work through  any other issues.   I'm excited about having you on the team as soon as possible.


All the best,



/s/ Michael R. McCoy

Michael R. McCoy, Chief Executive Officer



/s/ William M. Hernandez-Ellsworth

William M. Hernandez-Ellsworth