Data Domain, Inc. Santa Clara, CA 95054
Exhibit
10.14
0000
Xxxxxxx Xxxxxxx Xxxxxxxxx
Xxxxx
Xxxxx, XX 00000
September
22, 2008
Xxxx
Xxxxxx
000
Xxxxxxxx Xxxxxx
Xxxxx
Xxxx, XX 00000
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 Xxxx
Xxxxxxxx, 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 Xxxxxxx Xxxxxx, Staffing Coordinator at
000-000-0000.
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Very
truly yours,
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/s/
Xxxxxx Begun
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By: Xxxxxx
Begun
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Title: Vice
President, Human Resources
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I
have read and accept this employment offer:
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/s/
Xxxx Xxxxxx
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Signature
of Xxxx Xxxxxx
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Dated: 9/23/08
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Start
Date: 9/29/08
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Attachment
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Exhibit
A: Proprietary Information and Inventions Agreement
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Please
initial all pages and sign the last page.
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Fax
all pages to: Attention Xxxxxxx Xxxxxx
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Confidential
fax line: 000-000-0000
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