EXHIBIT 10.38
DOVEBID, INC.
0000 X. Xxxxxxxxx Xxxx.
Xxxxxx Xxxx, XX 00000
(650) 571-7400
March 24, 2000
Xxxxxx Xxxx
00000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Re: Employment Agreement
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Dear Xxxxxx:
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 (this "Agreement").
Your title and position with DoveBid initially will be President of the
International Division of DoveBid's Auction Services Business. Your duties will
be as assigned by DoveBid's President and Chief Executive Officer, or his or her
designee. Your employment will commence on March 24, 2000.
So long as you remain employed by DoveBid, you will be provided with
notices of, and be entitled to attend, as an observer, all meetings of DoveBid's
Board of Directors and the Executive Committee of DoveBid (the "Board");
provided, however, that DoveBid reserves the right to exclude you from any Board
meeting or portion thereof, and/or deny you access to any material, if the Board
determines in good faith that your attendance at such meeting or access to such
material could adversely affect DoveBid whether by way of adversely affecting
the attorney-client privilege between DoveBid and its counsel, compromising the
disclosure of confidential information of DoveBid or otherwise. You agree to
keep all materials and information learned as a result of your attendance at any
Board meeting strictly confidential regardless of whether you are employed by
DoveBid. On your execution of this letter, DoveBid's Chief Executive Officer
will recommend to DoveBid's shareholders that you be appointed to serve as a
director of DoveBid.
Your initial salary will be $225,000 per year, which will be paid in
accordance with DoveBid's normal payroll procedures. All payments to you will
be subject to legally required withholding. It is DoveBid's policy to review
and adjust compensation levels periodically.
You will also be eligible for a year-end guaranteed bonus of $100,000. In
addition to your 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 DoveBid, Inc., we are also
pleased to confirm that your compensation package will include a stock option
for 200,000 shares of DoveBid, Inc.'s common stock with an exercise price per
share equal to a share's fair market value on the date of grant, which will be
an incentive stock option to the extent permitted by law. Your stock options
will be subject to the terms of DoveBid, Inc.'s 1999 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 a Stock Option
Agreement related to your options.
As a condition of your employment, you will be expected to comply with all
of 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
(except that you may (i) hold an ownership interest in Levy/Xxxxxx, LLC, a
Delaware limited liability company ("Levy Xxxxxx") and may have high level
executive management responsibilities to Levy Xxxxxx and attend high level
executive management meetings (so long as such responsibilities and activities
do not interfere or conflict with your duties as an employee of DoveBid (or any
subsidiary of DoveBid) or compete with the current business of DoveBid; provided
that if DoveBid determines in its reasonable discretion that the business of
Levy Xxxxxx competes with DoveBid, then you agree to divest your ownership
interest in Levy Xxxxxx within a reasonable time of such determination, and you
further agree that if such divestiture has not been completed within 90 days of
the determination then you will cease all management participation in Levy
Xxxxxx, (ii) hold that certain Warrant to Purchase Common Stock originally
issued to Xxxxxx Xxxx Associates, Inc. under that certain Strategic Alliance
Agreement dated as of February 28, 2000 by and between the Company and
XxxxxXxx.xxx, Inc. or any shares issued thereunder, and (iii) own less than one
percent (1%) of the publicly traded securities of a public company). In
particular and except as provided in the preceding sentence, 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
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.
This Agreement will have a four year term. Upon termination of your
employment by you or DoveBid at any time and for any reason, you will be
entitled to receive the salary and other benefits set forth in this letter
through the date of such termination of employment. If your employment is
terminated by DoveBid without Cause (as defined below), or if you terminate your
employment for Good Reason (as defined below), during the term of this
Agreement, you
will also be entitled to receive severance compensation equal to six months of
base salary and a pro rata portion of your guaranteed bonus (based on the number
of months you were employed during the year of such termination) payable upon
such termination of employment. Other than as provided in this paragraph and by
law, on termination of employment you will not be entitled to receive any other
payment, compensation or other benefits.
For purposes of this Agreement, "Cause" means: (a) your material breach of
this Agreement (except for breaches concerning the performance of Employee's
duties of his employment, which are covered by clause (b) below) or your
Employee Confidentiality and Proprietary Information Agreement, or your failure
or refusal to comply in any material respect with DoveBid's material policies
and procedures, (b) your gross negligence in the performance of, or your willful
failure or refusal to perform, the material duties of your employment, if,
within ten (10) business days following notice to you from DoveBid describing
such gross negligence, failure or refusal, you fail to correct such behavior,
provided it reasonably can be corrected within such time, or (c) your commission
of a felony (other than a felony involving the operation of an automobile), or
any fraudulent or unlawful act which is detrimental to the reputation of
DoveBid, or any act or attempt to intentionally injure DoveBid, including your
theft or embezzlement of DoveBid's assets or proprietary information; provided
that in the case of clause (c), if you are ultimately exonerated of the act
which gave rise to such termination, you shall be reinstated in your position of
employment. For purposes of this Agreement, "Good Reason" means: (a) a
reduction in your base salary or guaranteed bonus, without your prior consent,
other than reductions in salary of up to 5% 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 30 miles from its current location,
without your prior consent, or (c) Xxxxx Xxxx'x employment with the Company is
terminated by the Company without "Cause" or by Xxxxx Xxxx for "Good Reason."
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. This Agreement shall be
governed by California law, without regard to conflicts of law principles.
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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 Agreement are intended to supersede all prior agreements,
undertakings and representations concerning the subject matter of this letter.
We look forward to you becoming a member of our team!
Sincerely,
DoveBid, Inc.
/s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
Vice President and General Counsel
I understand and agree to the above terms.
/s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
