Exhibit 10.06
Date
Name
Address
City, State Zip
Dear :
NetScreen Technologies, Inc. (NetScreen) is pleased to offer you a position as
(TITLE), reporting directly to Xxxxxx Xxxxxx, President and Chief Executive
Officer, on the terms set forth in this letter agreement. You will be paid a
base salary of $ paid twice monthly, which is equivalent to an annual base
salary of $ . You are eligible for the Executive level bonus of up to 35%
of base salary. This bonus is based on 70% revenue and 30% MBO's. MBO's will be
mutually agreed upon and assigned within 30 days of your start date. As with all
employees, this offer is contingent upon your ability to show proof of
eligibility for work in this country and the successful completion of reference
and background checks.
You will be entitled to the benefits that NetScreen customarily makes available
to employees in positions comparable to yours. Also, subject to approval by the
Board of Directors, you will be given an option to purchase up to shares
of NetScreen Common Stock (the "Shares"). The per share exercise price for this
option will be the then-current fair market value as determined by the Board of
Directors at the next Board meeting. Assuming you remain an employee, the option
will vest over a four-year period. During your employment at NetScreen, if there
is a Sale of the Company (as defined in Exhibit A) and your employment is
terminated without cause (also as defined in Exhibit A) in connection with the
Sales of the Company, then upon such termination, the option will immediately
vest with respect to fifty percent (50%) of the shares unvested at the closing
of the Sale of the Company.
NetScreen offers a comprehensive medical and dental plan in which you will be
eligible under the same terms as generally available to other NetScreen
employees. Please refer to related company document.
NetScreen asks that you complete the enclosed "Invention, Non-Disclosure and
Non-Competition Agreement" prior to commencing employment. This agreement
requests that a departing employee refrain from using or disclosing NetScreen's
Proprietary Information (as defined in the Agreement) in any manner which might
be detrimental to, or conflict with, the business interests of NetScreen or its
employees. This Agreement does not prevent a former employee from using his/her
general knowledge and experience -- no matter when and how gained -- in any new
field or position. It is important to stress that NetScreen expects that you
will make no use of any confidential or proprietary information belonging to
your former employer. You should also not retain in your possession and should
return to your employer any materials in tangible form,
which might contain such information. If you should have any questions about the
"Employee Proprietary Information and Inventions Agreement", please do not
hesitate to ask me.
We hope that you and NetScreen will find mutual satisfaction with your
employment. Your employment is "at will", meaning employees have the right to
terminate their employment at any time with or without cause or notice, and the
Company reserves for itself an equal right. We both agree that any dispute
arising with respect to your employment or a breach of any covenant of good
faith and fair dealing related to your employment, shall be conclusively settled
by arbitration in accordance with the Voluntary Labor Arbitration Rules of the
American Arbitration Association (AAA) at the AAA office in San Jose,
California.
This letter and the "Invention, Non-Disclosure and Non-Competition Agreement"
contain the entire agreement with respect to your employment, and your right to
capital stock of the Company and merges and supercedes all prior proposals and
agreements regarding the grant of stock options or the issuance of shares of the
Company. The terms of this offer may only be changed by written agreement,
although the Company may from time to time, in its sole discretion, adjust the
salaries and benefits paid to you and its other employees.
Please accept your employment by signing and returning a copy of this letter
together with a completed Invention, Non-Disclosure and Non-Competition
Agreement within 3 business days.
We hope that you and NetScreen will find mutual satisfaction with your
employment. We look forward to you joining us and anticipate a mutually
rewarding relationship.
Best Regards,
VP, Human Resources
Accepted:
-------------------- -------------------- --------------------
Executive Officer Date: Start Date
EXHIBIT A
"Cause" means (i) willfully engaging in gross misconduct that is materially
and demonstrably injurious to the Company, (ii) willful act or acts of
dishonesty undertaken by Optionee and intended to result in substantial gain or
personal enrichment for Optionee at the expense of the Company; or (iii) willful
and continued failure to substantially perform your duties with the Company or
its successor (other than incapacity due to physical or mental illness);
provided that the action or conduct described in clause (iii) above will
constitute "Cause" only if such failure continues after the Board of Directors
has provided Optionee with a written demand for substantial performance setting
forth in detail the specific respects in which it believes Optionee has
willfully and not substantially performed his duties thereof and a reasonable
opportunity (to be not less than 30 days) to cure the same. For the above
purposes, a termination by the Company without Cause includes a termination of
employment by Optionee within 30 days following any of the following events: (x)
the assignment of any duties to Optionee inconsistent with, or reflecting a
materially adverse change in, Optionee's position, duties or responsibilities
with the Company (or any successor) without Optionee's concurrence; or (y) the
relocation of the Company's principal executive offices, or relocating
Optionee's principal place of business, in excess of fifty (50) miles from the
Company's current executive offices located in Santa Clara, California.
The term "Sale of the Company" means any sale or disposition of all or
substantially all of the assets of the Company, or any merger or consolidation
of the Company with or into any other corporation or corporations or other
entity, or any other corporate reorganization in ;which more than 50% of the
Company's voting power is transferred.
