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EXHIBIT 10.6
XXXX.XXX, INC.
00 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
March 4, 1999
Xxxxx Xxxxxxxxxx
0 Xxxxx Xxxx
0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Xxxxx:
Xxxx.xxx, Inc. (the "Company") is pleased to offer you employment on the
following terms:
1. POSITION. You will serve in a full-time capacity as the Chief
Executive Officer (CEO) of the Company commencing upon the closing of the Series
A financing, which is expected to occur in early March 1999. By signing this
letter agreement, you represent and warrant to the Company that you are under no
contractual commitments inconsistent with your obligations to the Company.
2. SALARY AND BENEFITS. You will be paid a salary at the annual rate of
$l85,000, payable in semi-monthly installments in accordance with the Company's
standard payroll practices for salaried employees. All other benefits, such as
vacation time, health and medical benefits will be in accordance with the
Company's benefits policies, which you will help to define, and which will be
approved by the Company's Board of Directors.
3. STOCK OPTIONS. You will receive an option to purchase shares of
Common Stock representing 9.2% of the fully diluted capitalization of the
Company, after taking into account the Company's Series A Preferred Stock
financing. The exercise price per share will be equal to the fair market value
per share on the date the option is granted or on your first day of employment,
whichever is later. The option will be immediately exercisable, but the
purchased shares will be subject to repurchase by the Company at the exercise
price in the event that your service as an employee terminates before you vest
in the shares. You will vest in 25% of the option shares after 12 months of
service, and the balance will vest in monthly installments over the next 36
months of service, as described in the applicable stock option agreement. In the
event of a sale or merger of the Company, in which more than 51% of the voting
power of the Company is transferred to a third party, 50% of your remaining
unvested shares will accelerate and become fully vested. The option grant will
be subject to the Company's Stock Plan and the execution by you of the form of
Option Agreement under such plan.
4. PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. Like all Company
employees, you will be required, as a condition to your employment with the
Company, to sign the Company's standard Proprietary Information and Inventions
Agreement.
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5. PERIOD OF EMPLOYMENT. Your employment with the Company will be "at
will," meaning that either you or the Company will be entitled to terminate your
employment at any time and for any reason, with or without cause. Any contrary
representations which 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. Should the Company be acquired, you agree that upon request of the
acquiring company you will assist the Company with post-acquisition transitional
matters for a period of up to six months.
6. OUTSIDE ACTIVITIES. While you render services to the Company, you
will not engage in any other gainful employment, business or activity without
the written consent of the Company. While you render services to the Company,
you also will not assist any person or organization in competing with the
Company, in preparing to compete with the Company or in hiring any employees of
the Company.
7. WITHHOLDING TAXES. All forms of compensation referred to in this
letter are subject to reduction to reflect applicable withholding and payroll
taxes.
8. ENTIRE AGREEMENT. Except for the Company's standard Optional
Agreement and Proprietary Inventions and Assignment Agreement, this letter
contains all of the terms of your employment with the Company and supersedes any
prior understandings or agreements, whether oral or written, between you and the
Company.
9. AMENDMENT AND GOVERNING LAW. This letter agreement may not be amended
or modified except by an express written agreement signed by you and a duly
authorized officer of the Company. The terms of this letter agreement and the
resolution of any disputes will be governed by California law.
We hope that you find the foregoing terms acceptable. We are excited to
have you join the Company and value your role in helping make Xxxx.xxx a great
success. You may indicate your agreement with these terms and accept this offer
by signing and dating the enclosed duplicate original of this letter and
returning it to me. As required by law, your employment with the Company is also
contingent upon your providing legal proof of your identity and authorization to
work in the United States.
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We look forward to having you join us as soon as possible.
Very truly yours,
XXXX XxXXXXXX XXX XXXXXXX
By: /s/ Xxxx XxXxxxxx By: /s/ Xxx Xxxxxxx
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I have read and accept this employment offer:
/s/ Xxxxx Xxxxxxxxxx
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Signature of Xxxxx Xxxxxxxxxx
Dated: March 4, 1999
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