Data Domain, Inc. 2421 Mission College Boulevard Santa Clara, CA 95054

by Data Domain
March 13th, 2009
 Exhibit 10.14

2421 Mission College Boulevard
 
Santa Clara, CA 95054
 
September 22, 2008


Nick Bacica
229 Monterey Street
Santa Cruz, CA 95060


Dear Nick:


Data Domain, Inc. (the “Company”) is pleased to offer you employment on the following terms:
 
1. Position.  Your initial title will be Vice President of Manufacturing. You will report to Pete Rukavina, Senior Vice President, Operations. This is a full-time exempt position. By signing this letter agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. This offer of employment is contingent upon your execution of this offer of employment, your execution of the employee Proprietary Information and Inventions Agreement, a clearance of your background check and verification of your references.
 
2. Base Salary.  The Company will pay you a starting semi-monthly salary of $8,958 (an equivalent of $215,000 annually), minus applicable state and federal withholdings, payable in accordance with the Company’s standard payroll schedule.  This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible for an incentive bonus for each fiscal quarter of the Company.  The bonus (if any) will be awarded based on objective or subjective criteria established by the Company’s Chief Executive Officer and approved by the Company’s Board of Directors.  Your target annual bonus will be equal to $85,000.00 payable in quarterly increments of 25% of your annual target.  Any bonus for the fiscal quarter in which your employment begins will be prorated, based on the number of days you are employed by the Company during that fiscal quarter.  The bonus for a fiscal quarter will be paid after the Company’s books for that quarter have been closed and will be paid only if you are employed by the Company at the time of payment.  The determination of the Company’s Board of Directors with respect to your bonus will be final and binding.
 
3. Employee Benefits.  As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits.  In addition, you will be entitled to paid vacation in accordance with the Company’s vacation policy. Note: Benefits are effective on date of hire.
 
4. Stock. Subject to the approval of the Company’s Board of Directors, you will be granted an option to purchase 110,000 (one hundred ten thousand) shares of the Company’s Common Stock.  The exercise price per share will be equal to the fair market value per share on the date the option is granted, and is subject to your continued employment on such date. The option will be subject to the terms and conditions applicable to options granted under the Company’s 2007 Stock Plan (the “Plan”), as described in the Plan and the applicable Stock Option Agreement.  You will vest in 25% of the option shares after 12 months of continuous service, and the balance will vest in equal monthly installments over the next 36 months of continuous service, as described in the applicable Stock Option Agreement.
 
In the event of your Involuntary Termination (as defined below) of employment or service within twelve (12) months following a Change in Control (as defined in the Plan) and provided that you (a) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (b) have returned all Company property, then you will vest in an additional 50% of any then unvested option shares and/or restricted shares, as applicable, including, but not limited to the Option, as of the date of the Involuntary Termination.
5. Severance Pay. If the Company terminates your employment for any reason other than Cause (as defined below) or Permanent Disability (as defined below), then the Company will continue to pay your base salary for a period of 3 months following the termination of your employment. Your base salary will be paid at the rate in effect at the time of the termination of your employment and in accordance with the Company’s standard payroll procedures. If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of your employment, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees until the earliest of (a) the close of the 3-month period following the termination of your employment, (b) the expiration of your continuation coverage under COBRA or (c) the date you become eligible for substantially equivalent health insurance coverage in connection with new employment.
 
However, this Section 5 will not apply unless you (a) sign a general release of claims (in a form prescribed by the Company) of all known and unknown claims that you may then have against the Company or persons affiliated with the Company and (b) have returned all Company property. Moreover, the amount of the salary continuation payments under this Section 5 will be reduced by the amount of any severance pay or pay in lieu of notice that you receive from the Company under a federal or state statute (including, without limitation, the WARN Act).
 
For purposes of this Section 5, termination of employment will be determined consistent with the rules relating to “separation from service” as defined in Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”).Your severance payments will in no event start before the earliest date permitted by Section 409A(a)(2).  If the commencement of the severance payments must be delayed, as determined by the Company, then the deferred installments will be paid to you in a lump sum on the earliest practicable date permitted by Section 409A(a)(2).

6. Proprietary Information and Inventions Agreement.  Like all Company employees, you will be required, as a condition of your employment with the Company, to sign the Company’s standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.
 
7. Employment Relationship.  Employment with the Company is for no specific period of time.  Your employment with the Company will be “at will,” meaning that either you or the Company may terminate your employment at any time and for any reason, with or without cause.  Any contrary representations that may have been made to you are superseded by this offer.  This is the full and complete agreement between you and the Company on this term.  Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your employment may only be changed in an express written agreement signed by you and the Chief Executive Officer of the Company.
 
8. Outside Activities.  While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the prior written consent of the Company.  While you render services to the Company, you also will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.
 
9. Withholding Taxes.  All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and other deductions required by law.
 
10. Entire Agreement.  This letter agreement supersedes and replaces any prior agreements, representations or understandings, whether written, oral or implied, between you and the Company.
 
11. Additional Requirements. The Immigration Reform Control Act requires employers to verify eligibility of all personnel for employment in the United States.  The Eligibility Verification Form (INS form I-9), will specify which documents you are required to produce to establish such eligibility.  Please bring the required documentation with you when you report for work on your first day.
 
This offer is contingent upon receipt of any export license or other approval that may be required under United States export control laws and regulations.  We are not obligated to apply for any export license or other approval that may be required, nor can we guarantee that the United States Government will issue an export license or other approval, in the event that we do file an application.
 
Nick, we are very excited about the possibility that you will accept our offer to join the Company.  You may indicate your agreement with these terms and accept this offer by signing and dating both the enclosed duplicate original of this letter agreement and the enclosed Proprietary Information and Inventions Agreement and returning them to me.  This offer, if not accepted, will expire at the close of business on September 25, 2008.
 
If you have any questions, please contact Michael Nguyen, Staffing Coordinator at 408-986-4110.
 
 
Very truly yours,
 
 
/s/ Shelly Begun
 
By:  Shelly Begun
 
Title:  Vice President, Human Resources

 
I have read and accept this employment offer:
 
 
Signature of Nick Bacica
 
   
Dated:  9/23/08
 
   
Start Date: 9/29/08
 
Attachment
 
Exhibit A: Proprietary Information and Inventions Agreement
 
   
Please initial all pages and sign the last page.
 
Fax all pages to: Attention Michael Nguyen
 
Confidential fax line: 408-986-4294