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EXHIBIT 10.32
December 2, 1999
Xxxxx Xxxxxxxxxx
Re: Offer for Employment and Agreement of Xxxxx Xxxxxxxxxx
Dear Xxxxx,
On behalf of Xxxxxxxx.xxx, Inc. (the "Company"), I am pleased to offer you
a position with the Company or at the Company's option what will become its
Pharos Technologies, Inc. subsidiary based upon the following terms:
1. Position. Upon acceptance of this offer, you will become the Vice
President of Sales and Business Development, to Xxxx Xxxxxxxx . You will be
expected to devote at least forty (40) hours per week to the performance of your
duties and to give your best efforts to such duties. Your position may require
that you travel from time to time as the Company may reasonably request and as
shall be appropriate and necessary in the performance of your duties. This offer
is contingent upon the closing of the proposed transaction between the Company
and Pharos Technologies, Inc. (the "Closing").
2. Effective Date. The effective date of employment shall be the date of
the Closing.
3. Compensation. The Company will pay you a salary of $140,000.00 per
annum, less applicable withholdings, payable in accordance with the Company's
standard payroll policies. Your salary will begin as of the effective date of
employment. The first and last payment by the Company to you will be prorated,
if necessary, to reflect a commencement or termination date other than the first
or last working day of a pay period. The President and or the Company's board of
directors may review your salary and performance at least annually. The Company
shall reimburse you for all reasonable expenses which you incur in performing
your duties and obligations under this Agreement consistent with Company
policies in effect from time to time for its employees at your level, upon
presentation of expense statements, vouchers or such other supporting
documentation as the Company may reasonably require.
4. Vacation and Benefits. Upon the Effective Date of your employment and
then for so long as you are employed by the Company you will accrue 1.25 days of
paid time off ("PTO") for each full month you are employed by the Company.
Vacation days and sick leave shall both be deducted from your accrued PTO. You
will also be entitled to standard fringe benefits in accordance with the
Company's practices covering employees, as such benefits may be in effect from
time to time. Please contact Human Resources if you would like additional
information regarding benefits.
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5. Stock Option. Subject to action by the Company's board of directors
and compliance with applicable state and federal securities laws, the Company
will grant to you an option (the "Option") to purchase ________ shares of the
Company's Common Stock pursuant to the Company's 1997 Incentive Stock Plan (the
"Plan") adopted by the board of directors and stockholders of the Company. The
exercise price of the Option will be the fair market value of the Company's
Common Stock on the date of grant as determined by the Company's board of
directors. The Option will vest over four (4) years with one fourth (1/4) of the
shares vesting at the end of twelve (12) full months following your effective
date of employment with the Company and an additional one forty-eighth (1/48) of
the shares will vest each full month thereafter until all of the shares are
exercisable, subject to all provisions of the Plan and your continued employment
with the Company.
6. Employment, Confidential Information, Invention Assignment and
Arbitration Agreement. As a condition of accepting this offer of employment, you
will be required to complete, sign and return the Company's standard form of
Employment, Confidential Information, Invention Assignment and Arbitration
Agreement.
7. Immigration Laws. For purposes of federal immigration laws, you will
be required to provide to the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided within 3 business days of the effective date of your employment, or
your employment relationship with the Company may be terminated.
8. Conflicting Employment. During the period that you render services to
the Company, you will not engage in any employment, business or activity that is
in any way competitive with the business or proposed business of the Company.
You will disclose to the Company in writing any other gainful employment,
business or activity that you are currently associated with or participate in
that competes with the Company. You will not assist any other person or
organization in competing with the Company or in preparing to engage in
competition with the business or proposed business of the Company. You represent
that your signing of this offer letter, agreement(s) representing stock options
granted to you, if any, under the Plan and the Company's Employment,
Confidential Information, Invention Assignment and Arbitration Agreement and
your commencement of employment with the Company will not violate any agreement
currently in place between yourself and current or past employers.
9. Entire Agreement. This offer letter, the Employment, Confidential
Information, Invention Assignment and Arbitration Agreement and the agreement(s)
representing stock options granted to you, if any, under the Plan, when signed
by you, set forth the terms of your employment with the Company and supersede
any and all prior representations and agreements, whether written or oral.
10. Amendment. This agreement can only be amended in writing signed by you
and an officer of the Company. Any waiver of a right under this agreement must
be in writing.
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11. Governing Law. This agreement will be governed under the laws of the
State of California applicable to such agreements made and to be performed
entirely within such State.
12. Costs and Attorneys fees. If any action, suit, arbitration proceeding
or other proceeding is instituted in connection with or arising out of this
Agreement, the prevailing party shall recover all of such party's costs,
including, without limitation, the court costs and attorneys fees incurred
therein, including for any and all appeals or petitions therefrom. As used
herein, "attorneys fees" shall mean the full and actual costs of any legal
services rendered in connection with the matters involved, calculated on the
basis of the usual fee charged by the attorneys performing such services.
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We look forward to you joining the Company. If the foregoing terms are
agreeable, please indicate your acceptance by signing the enclosed copy of this
letter in the space provided below and returning it to me within three days.
Sincerely,
XXXXXXXX.XXX, INC.
By:
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Xxxxxxx Xxx,
Director of Human Resources
AGREED AND ACCEPTED:
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