On behalf of the Board of
Directors and management team of Brightmail, Inc. (the “Company”), and subject to the completion by the Company of satisfactory reference checks, I am pleased to offer you the position of Vice President of Product Marketing. In this
position, you will report to Gary Hermansen, CEO.
The terms of your employment
are as follows:
You understand and acknowledge that your employment with the Company is for an unspecified duration and constitutes “at-will” employment. You
acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or yourself.
Base Salary: Base salary shall be $150,000 per year, payable semi-monthly in amounts of $6,250 in U.S. dollars, in accordance with customary Company payroll procedures
(including compliance with applicable withholding and other laws) as the same currently exists or may exist in the future. Your position is classified as “exempt” and you will not be eligible for overtime pay.
Incentive Stock Options: Company management will recommend to the Board of Directors that you be granted a stock option (the “Stock Option”) entitling you to
purchase up to 175,000 shares of Company Common Stock. 25% of the Shares subject to the Option shall vest one year after the Vesting Commencement Date, and 1/48th of the Shares subject to the Option shall vest on the first day of each month
thereafter until all of the Shares are vested.
Commission/Incentive: You are eligible for an annual performance of $50,000. This bonus will be based upon the performance of management objectives to which we mutually agree
and will be paid quarterly. You are guaranteed payment of 100% of the commission/incentive bonus for the period of September 17, 2001 through December 31, 2001.
You will be entitled to the Company’s basic employment benefits (comprehensive HMO/PPO medical plan including eye care and dental care) available to
all eligible Company employees and their immediate families, as the same currently exists or may exist in the future. You acknowledge that participation in Company benefit programs may require payroll deductions and/or direct contributions by you.
This offer of employment is contingent upon your signing and returning to the Company on or before your employment start date, the Non-Disclosure
Agreement. Please note that this offer is the entire agreement and understanding between you and the Company regarding your employment relationship and supersedes any other written or oral representation or promise.
Change of Control - Valid to September 16, 2002
In the event of a Change of Control of the Company, if you are not offered a position by the successor corporation or its parent or subsidiaries that is
comparable in responsibility and salary to your position in the Company at the time of the Change of Control and you choose to leave the Company within one year of the Change of Control or are terminated without ‘cause’ within one year of
the Change of Control, 25% of your initial grant shall vest immediately. For purposes of the foregoing, ‘cause’ will mean an act of dishonesty or other act by you intended or reasonably likely to damage the Company, the commission of a
felony by you, intentionally or grossly negligent failure by you to carry out your obligations to the Company, or breach of the Company’s ‘Non-Disclosure Agreement’.
Offer Close Date
This offer is open until Monday, September 10, 2001. If the offer has not been signed by you and returned to Brightmail, Inc. by the above stated date,
consider this offer null and void.
Satisfactory Reference/Security Checks
This offer is contingent upon completion of professional reference and security checks by the Company, at its discretion and to its satisfaction.
Your start date will be Monday, September 17, 2001. Please indicate your acceptance of this offer letter by signing and returning it to Human Resources.
Francois, we are very excited about you joining the Brightmail team.
Very truly yours,
/s/ Gary Hermansen
Agreed and Accepted:
I accept this offer of employment on the terms stated above.