EXHIBIT (E)(9)
00000 X. Xx Xxxx Xxxxxxxxx
Xxxxxxxxx, XX 00000
TEL: 000 000-0000
FAX: 000 000-0000
TELOCITY
January 24, 2000
Mr. Xxxxx Xxxxxx
Via Hand Delivery
Re: Employment Agreement
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Dear Xxxxx,
I am pleased to offer you the regular full time position of Vice President,
Telocity Financial Services reporting to me (the Chief Financial Officer of the
company).
If you accept this offer, upon becoming an employee of the Company, you will
receive a monthly salary of $12,500.00 which will be paid in two installments,
on the fifteenth and last day of each month, in accordance with the Company's
normal payroll procedures.
You will be eligible for a quarterly bonus of up to 50% of base pay for the
first and second quarter of Fiscal year 2000 subject to the company's
Performance Incentive Plan. The company's Performance Incentive Plan will be
redesigned in the June / July timeframe.
Telocity offers full medical and dental coverage benefits for its employees, for
which you will become eligible on your first day of employment. The Company
offers a 40l(k) Savings Plan and section 125 Pretax Savings for which you will
be eligible for on the 1st of the following month of employment.
If you choose to accept the offer, your employment with the Company will be
voluntarily entered into and will be for no specified period. As a result, you
will be free, without penalty or compensation to the Company, to resign at any
time, for any reason or for no reason, as you deem appropriate. The Company will
have a similar right and, without penalty or compensation, may terminate your
employment at any time, with or without cause. However, the only exceptions to
the foregoing provision will be that if either: (i) your employment is
terminated by the Company Without Cause (as defined below); or (ii) you resign
for Good Reason (as defined below) then, as your sole remedy and compensation,
the Company will provide you a lump sum cash payment equal to three months of
your then-existing base salary.
Resignation for "Good Reason" is defined as and will be deemed to exist if any
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of the following conditions occur, provided that such conditions persist for
fifteen (15) business days after written notice to the Company and reasonable
opportunity for the Company to cure: (1) the Company, its successor or assign
decreases your base salary or benefits: (ii) the Company its successor or
January 24, 2000
Page 2 of 3
assign makes an adverse change in your position, title, duties, authority,
responsibilities or duties that you assume during the course of your employment
with the Company (provided that the Company or its successor may provide an
equivalent position); (iii) the Company its successor or assign requires the
relocation of your work place to a location outside the San Francisco Bay Area
(i.e., outside Marin County, Contra Costa County, Alameda County, San Francisco
County, San Mateo County or Santa Xxxxx County); (iv) the Company its successor
or assign breaches any provision of your Employment Agreement, provided it has a
reasonable opportunity to cure; or (v) the Company fails to obtain the
assumption of your Employment Agreement by any successor or assign of the
Company.
Termination "for Cause" is defined as your termination by the Company based
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upon: (i) willful and serious misconduct injurious to the Company; (ii)
conviction of a crime that constitutes a felony; (iii) your willful refusal to
perform any of the duties assigned in the normal course of your employment with
the Company; (iv) your improper disclosure of the Company's confidential or
proprietary information; (v) any act by you undertaken with the intent to
materially harm, or with the reasonable likelihood that it would materially
harm, the Company's reputation or business; or (vi) any material breach of your
Employment Agreement, which breach, if curable, is not cured within thirty (30)
days following written notice of such breach from the Company.
Your employment with the Company is conditional upon you having successfully
completed your H1-B Visa processing and presentment of satisfactory
documentation of the same to the Company. You will also be required to sign an
Employee Inventions and Proprietary Rights Assignment Agreement as a condition
of your employment.
In the event of any dispute or claim relating to or arising out of our
employment relationship, this agreement, or the termination of our employment
relationship (including but not limited to claims of wrongful termination or
age, sex, disability, race or other discrimination or harassment), you and the
Company agree that all such disputes shall be fully and finally resolved by
binding arbitration conducted by the American Arbitration Association in Santa
Xxxxx County, California. By making this agreement, both you and the Company
waive our respective rights to have such disputes tried by a court or jury.
However, we agree that this arbitration provision will not apply to any disputes
or claims relating to the misuse or misappropriation of trade secrets or
proprietary information.
This letter and the Employee Inventions and Proprietary Rights Assignment
Agreement set forth terms of your employment with the Company and superscede any
prior representations or agreements, whether written or oral. This letter may
not be modified or amended except by a written agreement signed by both parties.
To indicate your acceptance of the Company's offer, please sign and date this
letter, and the enclosed Employee Inventions and Proprietary Rights Agreement.
Return both pages of this letter by fax to our confidential fax number 408 863-
4783, no later than January 27, 2000. A duplicate original of the letter and the
Employee Inventions and Proprietary Rights Agreement is enclosed for your files.
Please keep them in a secure place. This offer is highly confidential, so
This Document Highly Confidential
January 24, 2000
Page 3 of 3
please do not disclose its terms to anyone other than your advisor(s). Please
bring both the originals of the letter and the Agreement with you on your first
day with the Company.
We at Telocity are excited about the prospect of you joining our team. We look
forward to working together.
Sincerely,
Xxxxxx X. Xxxxx, Xx.
Executive Vice President &
Chief Financial Officer
Enclosures
Agreed to and Accepted:
/s/ XXXXX X. XXXXXX 1/25/2000
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Xxxxx X. Xxxxxx Date
