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EXHIBIT 10.27
[ORGANIC, INC. LETTERHEAD]
June 20, 2001
Mr. Xxxx Xxxxxxx
Organic, Inc.
000 Xxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Dear Xxxx:
Pursuant to our recent discussions to amend a certain letter agreement between
Organic, Inc. ("Organic") and you dated December 12, 2000 (the "2000
Agreement"), we have agreed to the compensation package detailed in this letter
agreement (the "2001 Agreement"). All aspects of the 2000 Agreement and related
documents, except to the extent specifically amended by this 2001 Agreement,
remain in full force and effect. This 2001 Agreement, when executed by you and
approved by the Organic Board of Directors, together with the 2000 Agreement,
confirm the terms and conditions of your continued employment with Organic.
1. Stock Options. Subject to the approval of the Board of Directors,
you will be granted an additional option to purchase 2,500,000 shares of Organic
common stock. The options will be subject to the standard terms and conditions
of Organic's 1999 Long-Term Stock Incentive Plan (the "Stock Option Plan") and
related agreements, except as follows:
(a) One-fourth of your options will vest on January 15, 2002 and,
provided that you have been and remain employed continuously by Organic,
1/48th of your options will vest each month thereafter.
(b) In accordance with the Stock Option Plan, the exercise price
of your options will be the closing bid price of Organic's common stock on
The Nasdaq National Market on the day prior to the date of the grant
(which is expected to be at the next regularly scheduled meeting of
Organic's Board of Directors following the execution of this 2001
Agreement).
(c) If, during your employment with Organic, there is a "change of
control" (as such term is defined in Organic's Stock Option Plan) and you
are offered a position with comparable responsibilities and compensation,
you will receive full acceleration of vesting on any remaining unvested
portion of the option grant.
(d) The options granted pursuant to the 2000 Agreement will be
cancelled and returned to the Stock Option Plan in accordance with
Paragraph 3.
2. Termination. If, during your employment with Organic, you are
terminated without cause, Organic will pay you $250,000 in continuing
compensation paid over six months
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and six months continuing housing benefits as defined and limited below. You
shall be deemed to be "terminated without cause," and have the right to resign
from employment with Organic and to receive all benefits described in the
preceding sentence, if, during the term of your employment with Organic, any of
the following events occur: 1) your job title is changed, and you cease to act
as the Chief Executive Officer of Organic; 2) you are required to report to
anyone other than Organic's Board of Directors or a committee thereof; and 3)
your duties and responsibilities as Chief Executive Officer are diminished in a
material way. If, during your employment with Organic, you are terminated for
cause (defined as conviction for a felony or willful negligence) your cash
compensation and equity vesting will cease on the date of your termination and
any amount due on any promissory note or portion thereof then outstanding will
become immediately due and repayable.
3. Promissory Note. You will be offered a non-recourse non-interest
bearing loan in the amount of $200,000 payable when and if approved by the
Organic Board of Directors. One quarter of the Note shall be forgiven each
quarter beginning on the first day of the quarter subsequent to the execution of
this 2001 Agreement. Any amount of this promissory which remains outstanding
shall be repayable immediately and solely upon termination for cause. In
consideration for the promissory note set forth above, Organic will cancel the
options granted to you pursuant to the 2000 Agreement.
4. Housing Benefits. Organic agrees to rent, at its expense, or to
reimburse you for the cost of, an apartment in the San Francisco Bay Area for
your use during your employment with Organic; provided that the rent for such
apartment does not exceed $7500 per month and provided further that the period
during which Organic will rent or reimburse you for rent shall not extend beyond
December 31, 2002. Such benefit shall continue for the full period in the event
you are terminated without cause as defined in paragraph 2. However, in the
event you resign or are terminated for cause such rent subsidy shall cease
immediately. Organic further agrees to pay you, each month during which you are
employed by Organic and continuing as long as your housing benefit continues
under this 2001 Agreement, an amount equal to the amount, if any, that you are
required to pay as income tax on your individual tax return (IRS 1040) in
connection with your use of the apartment.
If you have any questions or concerns please do not hesitate to call. If you
agree to the terms of this letter agreement, please sign in the place indicated
below and return to my attention.
Sincerely,
/s/ XXXXXXXX XXXXXX
Xxxxxxxx Xxxxxx
Chairman of the Board
ACCEPTED AND AGREED:
/s/ XXXX XXXXXXX
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Xxxx Xxxxxxx
Date: June 20, 2001
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