EXHIBIT 10.09
February 29, 2000
Xxxxxxx X. Xxxxxxx, Xx.
Re: Employment Agreement
Dear Xxxx:
On behalf of DoveBid, Inc. ("DoveBid"), I am pleased and delighted to
confirm the terms of our agreement for you to become a full-time DoveBid
employee (the "Agreement").
Your title and position with DoveBid initially will be as Vice
President of Sales, and your primary responsibility will be to generate leads
and sign on-site and on-line auctions on behalf of DoveBid, to supervise
DoveBid's salespeople, and to source content, i.e. capital and surplus assets,
for resale on DoveBid's website located at xxx.xxxxxxx.xxx (the "Website"). Your
duties will be as assigned by DoveBid's President of Auction Services, or his or
her designee. DoveBid may amend your title, duties and responsibilities and the
person to whom you report from time to time in its discretion. Your employment
will commence on the Closing (as that term is defined in that certain Member
Interest Purchase Agreement dated of even date herewith among DoveBid,
Greenwich Industrial Services, LLC, a Connecticut limited liability company
("Greenwich"), you and the other members of Greenwich (the "MIPA").
Your initial base salary will be $200,000 per year, which will be paid
in accordance with DoveBid's normal payroll procedures. Also, you will be
eligible for a year-end bonus up to 50% of your base salary, determined by
DoveBid in its discretion in January, and payable on or about DoveBid's fiscal
year. All payments to you will be subject to legally required withholding. It is
DoveBid's policy to review and adjust compensation levels periodically.
In addition to your base salary, you will be eligible to participate
in the employee benefits generally made available to our full-time employees
from time to time. At the present time, those benefits include health and dental
insurance, life insurance, vacation and sick pay in accordance with applicable
benefit plans and DoveBid's written policies, as they may be amended from time
to time in DoveBid's discretion.
Subject to approval by the Board of Directors of the Company, DoveBid
also is pleased to confirm that your compensation package will include an
incentive stock option for 160,000 shares of DoveBid's common stock with an
exercise price per share equal to $2.67 per share. Your stock options will be
subject to the terms of DoveBid's 1999 Employee Stock Option Plan (the Plan
includes vesting restrictions, restrictions on exercise and restrictions on
transfer of shares) and will be conditioned on your execution of an Employee
Stock Option Agreement related to your options.
Xxxxxxx X. Xxxxxxx, Xx.
February 29, 2000
Page 2
As a condition of your employment, you will be expected to comply with
all DoveBid's policies and procedures, as may be modified from time to time in
DoveBid's discretion (including our policies protecting other employees against
discrimination and sexual harassment). Please refer to DoveBid's Employee
Handbook for details regarding those policies and procedures. Also, you will
execute DoveBid's Employee Confidentiality And Proprietary Information
Agreement, a copy of which is attached.
You will devote your best efforts to the performance of your job for
DoveBid. During the term of your employment by DoveBid, you will devote your
full time and attention to the business of DoveBid, as directed by DoveBid, and
will not, without DoveBid's prior written consent, engage in any other business
activity that would interfere with the performance of your job with DoveBid. In
particular, during the term of your employment by DoveBid, you will not engage
in any business competing with that of DoveBid, nor support (by way of
investment or otherwise) any activity that is competitive with DoveBid's
business or poses a conflict of interest with DoveBid's business. 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. During the term of your
employment, you will be expected, at a minimum, to generate leads for at least
five (5) auctions per year or to successfully manage at least three full-time
salespeople. This, of course, will be just a small portion of your total
responsibilities.
Your employment with DoveBid will be "at will"; in other words, either
you or DoveBid will have the right to terminate your employment with DoveBid at
any time in your or DoveBid's discretion. You should regard any statements or
representations to the contrary (and, indeed, any statements contradicting any
provision in this letter) as ineffective. Notwithstanding DoveBid's right of
termination, DoveBid agrees that if it terminates you for any reason other than
"Cause" or you leave with "Good Reason" (as each term is defined in the MIPA) at
any time during the next three years, DoveBid will pay you severance equal to
(i) two months of your base pay salary (excluding any bonus) if you are
terminated prior to the first anniversary of the day you start employment with
DoveBid and (ii) an additional two months of your base pay salary (excluding any
bonus) for each full year of employment you have completed with DoveBid, up to a
maximum of six months of severance pay. In the event you are terminated for
"Cause" and you do not leave with "Good Reason" (as each term is defined in the
MIPA), you will not be entitled to any severance or other compensation in
connection with your termination.
In the event of a dispute between DoveBid and you arising out of your
employment or the termination of your employment, we each agree to submit our
dispute to binding arbitration in accordance with the Employment Dispute
Resolutions Rules of the American Arbitration Association. This means that there
will be no court or jury trial of disputes between us concerning your employment
or the termination of your employment to the fullest extent permitted by law.
While this agreement to arbitrate is intended to be broad (and covers, for
example, claims under state and federal laws prohibiting discrimination on the
basis of race, sex, age, disability, family leave, etc.) to the fullest extent
permitted by law, it is not applicable to your rights under the California
Workers' Compensation Law, which are governed under the special provisions of
that law, or to enforcement of the attached agreement concerning confidential
information and ownership of inventions.
Xxxxxxx X. Xxxxxxx, Xx.
February 29, 2000
Page 3
compensation which occur on a company-wide basis and which do not adversely
affect you materially more than DoveBid's other employees generally, or (b) a
requirement by DoveBid that you relocate your principal location of employment
more than 100 miles from its current location, without your prior consent.
However, if DoveBid defaults on its payment obligations under the
Convertible Subordinated Promissory Note delivered to you contemporaneous with
this Agreement, and fails to cure such default within a reasonable time, you may
terminate your employment and be released from any non-competition obligations
imposed under this Agreement, the attached Employee Confidentiality and
Proprietary Information Agreement and/or the Agreement and Plan of Merger
entered into among DoveBid, Greenwich Industrial Services and its Members.
In the event of a dispute between DoveBid and you arising out of your
employment or the termination of your employment, we each agree to submit our
dispute to binding arbitration in accordance with the Employment Dispute
Resolutions Rules of the American Arbitration Association. This means that there
will be no court or jury trial of disputes between us concerning your employment
or the termination of your employment to the fullest extent permitted by law.
While this agreement to arbitrate is intended to be broad (and covers, for
example, claims under state and federal laws prohibiting discrimination on the
basis of race, sex, age, disability, family leave, etc.) to the fullest extent
permitted by law, it is not applicable to your rights under the California
Workers' Compensation Law, which are governed under the special provisions of
that law, or to enforcement of the attached agreement concerning confidential
information and ownership of inventions.
Xxxx, we are very excited about your joining us. Please sign and
return a copy of this letter and the attached Employee Confidentiality and
Proprietary Information Agreement, keeping a copy of each for your records. The
terms set forth in this letter are intended to supersede all prior agreements,
undertakings and representations concerning the subject matter of this letter.
This Agreement shall be governed by California law, without regard to conflicts
of law principles.
We look forward to you becoming a member of our team!
Sincerely,
/s/ Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
Vice President and
General Counsel
I understand and agree to the above terms.
/s/ Xxxxxxx X. Xxxxxxx Xx.
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Xxxxxxx X. Xxxxxxx Xx.
June 1, 2001
VIA FACSIMILE
Xxxxxxx X. Xxxxxxx
Re: Modification of Employment Agreement
Dear Xxxx:
By this letter, the parties intend to amend the terms of the Employment
Agreement between you and DoveBid, Inc. dated February 29, 2000 (the
"Agreement"), effective April 1, 2001, as follows:
Your base salary will be $200,000 per year. You also will be eligible for a
guaranteed minimum bonus of $100,000, if you meet the following conditions: 1)
the Eastern Region, for which you are responsible, conducts at least 20 Auctions
or Liquidations during the course of the calendar year; and 2) you successfully
manage at least six full-time sales, operations and administrative staff
members. This, of course, is in addition to your other normal responsibilities
as determined by the President of Auction Services.
Finally, you will receive a quarterly commission payment equal to 10% of
all Eastern Region gross revenue in excess of $900,000. "Gross revenue" for
purposes of calculating your commission means DoveBid's gross commission and
buyer's premium received in connection with any Auctions/Liquidations originated
and conducted by the Eastern Region for each calendar quarter. You and DoveBid
agree to adjust this commission structure up or down in good faith in the event
that the number of Account Executives in the Eastern Region changes during any
quarter.
All payments described above shall be made in accordance with DoveBid's
normal payroll procedures.
To indicate your agreement to this amendment, please sign this letter where
indicated below and return a copy of the executed letter to me. Except as
expressly provided above, the terms and conditions of the Employment Agreement
remain in full force and effect, unmodified, as of the date of this letter.
Please call me if you have any questions or if you need any additional
information.
Yours very truly,
DoveBid, Inc.
By: /s/ Xxxxxxx Xxxxxxxxxx
Xxxxxxx Xxxxxxxxxx
Vice President and General Counsel
I understand and agree to the above terms
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
