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EXHIBIT 10.19
PRISM SOLUTIONS, INC.
0000 Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
September 29, 1998
Xxxxxxx X. Xxxx
Wisteria Cottage
Xxxxx Xxxx
Xxxxx Xxxx, XX 00 XX,
Xxxxxx Xxxxxxx
Re: Employment With Prism Solutions, Inc.
Dear Xxxxxxx:
Prism Solutions, Inc. (the "Company") is pleased to offer you a position as
VP International of the Company on the terms set forth in this letter agreement,
effective as of October 1, 1998 upon your acceptance by execution of a
counterpart copy of this letter where indicated below.
1. Reporting, Duties and Responsibilities; Employment At Will; Employee
Invention Assignment and Confidentiality Agreement. In this position you will
report to the Chief Executive Officer of the Company. This offer is for a full
time position, located at the offices of the Company, except as travel to other
locations may be necessary to fulfill your responsibilities. Your employment
with the Company is on an "at will" basis, and either you or the Company may
terminate your employment with the Company at any time, for any reason. You will
be required to enter into an Invention Assignment and Confidentiality Agreement
as described in paragraph 5 below.
2. Termination Provisions.
(a) Severance Payments. If the Board of Directors terminates your
employment with the Company for any reason other than your gross misconduct or
the acquisition of the Company, the Company will pay you as agreed upon
severance an amount equal to your then base salary for the lesser of (i) twelve
months; or (ii) the number of months during which you have been employed by
Company up to your date of termination. In the event that (i) your employment
with the Company is terminated because the Company is acquired; (ii) you
terminate your employment with the Company after an acquisition of the Company
because you are not offered a position with the successor in interest of the
Company comparable in salary and responsibility to the position with the Company
which you held prior to such acquisition; or (iii) you terminate your employment
with the Company at your own discretion after an acquisition of the Company in
which you are offered a position with the successor in interest of the Company
comparable in salary and responsibility to the position with the Company which
you held prior to such acquisition, then the Company will pay you as agreed upon
severance your then base salary for the lessor of (i) twelve months following
such termination; or (ii) the number of months before you obtain a position with
another firm.
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September 29, 1998
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(b) Acceleration of Vesting of Stock Options. If (i) your employment
with the Company is terminated because the Company is acquired or (ii) you
terminate your employment with the Company after an acquisition of the Company
because you are not offered a position with the successor in interest of the
Company comparable in salary and responsibility to the position with the Company
which you held prior to such acquisition, then each option to purchase shares of
the Company's Common Stock under the Company's 1996 Equity Incentive Plan or a
successor plan which you hold, including the option described in Section 4 of
this agreement, shall become vested as to one hundred percent (100%) of the
Shares as to which such option is unvested as of such time, and you will be
permitted to exercise each such option, to the extent (and only to the extent)
that it has not yet been exercised as of your date of termination, at any time
until the earlier to occur of (i) twelve (12) months after your date of
termination or (ii) the expiration date of such option. If you terminate your
employment with the Company at your own discretion after an acquisition of the
Company in which you are offered a position with the successor in interest of
the Company comparable in salary and responsibility to the position with the
Company which you held prior to such acquisition, then each option to purchase
shares of the Company's Common Stock under the Company's 1996 Equity Incentive
Plan or a successor plan which you hold, including the option described in
Section 4 of this agreement, shall become vested as to fifty percent (50%) of
the Shares as to which such option is unvested as of such time, and you will be
permitted to exercise each such option, to the extent (and only to the extent)
that it is vested and has not yet been exercised as of your date of termination,
at any time until the earlier to occur of (i) twelve (12) months after your date
of termination or (ii) the expiration date of such option.
(c) No Additional Payments. You agree that the payments set forth in
this offer letter constitute all payments that you shall be entitled to, and
under any theory, in the event of any termination of employment.
3. Salary. Bonus, Benefits and Vacation. Your initial base salary will be
POUNDS STERLING 8,600.00 per month, subject to adjustment in good faith by the
Company's Board of Directors, payable in accordance with the Company's customary
payroll practice as in effect from time to time. You will also be eligible to
earn an annual variable compensation in the amount of POUNDS STERLING 78,800
based on the achievement of objectives which you and the Company's Chief
Executive Officer with agreement of the Board of Directors will mutually
determine in good faith. The objectives for the remainder of 1998 will be
determined promptly after your acceptance of this letter; objectives for future
years will be determined promptly after the beginning of each fiscal year of the
Company. You will also receive the Company's standard employee benefits package,
and will be subject to the Company's vacation policy, as such package and policy
are in effect from time to time. You will be entitled to receive a car allowance
of POUNDS STERLING 730.00 per month. The Company provides contributions to a
group personal pension plan which you are invited to join. The Company will make
a pension contribution of 5% of your earnings(such contribution not to exceed
POUNDS STERLING 6,100 annually), provided that you make a similar contribution.
4. Stock Options. Effective at the Company's Board of Directors meeting
next after your acceptance of the offer contained in this letter, the Board will
grant you a stock option, effective upon the date of your commencement of
employment pursuant to this letter agreement.
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September 29, 1998
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All options will have an exercise price equal to the then-current fair market
value of the Company Common Stock at the date of grant, such date to be within
15 days of your acceptance of this letter. If the Company is acquired before
your options are fully vested, then the provisions described in paragraph 2
above will apply. The stock option will be to purchase up to 100,000 shares of
the Company Common Stock pursuant to the Company's Stock Option Plan. The option
will become exercisable over a four-year exercise schedule at the rate of 2,500
shares per month, at the close of each month during which you remain employed
with the Company.
5. Confidential Information. As an employee of the Company, you will have
access to certain Company confidential information and you may, during the
course of your employment, develop certain information or inventions which will
be the property of the Company. To protect the interest of the Company, you will
need to sign the Company's standard "Employee Inventions and Confidentiality
Agreement" as a condition of your employment. We wish to impress upon you that
we do not wish you to bring with you any confidential or proprietary material of
any former employer or to violate any other obligation to your former employers.
6. At-Will Employing . While we look forward to a long and profitable
relationship, should you decide to accept our offer, you will be an at-will
employee of the Company, which means the employment relationship can be
terminated by either of us for any reason at any time. Any statements or
representations to the contrary (and, indeed, any statements contradicting any
provision in this letter) should be regarded by you as ineffective. Further,
your participation in any stock option or benefit program is not to be regarded
as assuring you of continuing employment for any particular period of time.
7. Authorization to Work. Because of Federal regulations adopted in the
Immigration Reform and Control Act of 1986, you will need to present
documentation demonstrating that you have authorization to work in the United
States. If you have any questions about this requirement, which applies to U.S.
citizens and non-U.S. citizens alike, please contact our human resources
department.
8. Term of Offer. This offer will remain open until October 1, 1998. If
you decide to accept our offer, and I hope that you will, please sign the
enclosed copy of this letter in the space indicated and return it to me. Upon
your signature below, this will become our binding agreement with respect to the
subject matter of this letter, superseding in their entirety all other or prior
agreements by you with the Company as to the specific subjects of this letter,
will be binding upon and inure to the benefit of our respective successors and
assigns, and your heirs, administrators and executors, will be governed by
California law, and may not only be amended in a writing signed by you and the
Company.
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Xxxxxxx X. Xxxx
September 29, 1998
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We are excited to have you join us and look forward to working with you. We
will be required to announce your joining us in a timely manner and will work on
the details of our press announcements with you.
Sincerely,
Xxxxxx X. Xxxxx, Director
for the Board of Directors
Acknowledged, Accepted and Agreed
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Xxxxxxx X. Xxxx Date:
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