Contract
Exhibit 10.10
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0 Xxxxxx xxxx xxx, xxxxx 000 Xxx Xxxxxx, XX 00000 tel (000) 000-0000 fax (000) 000-0000 xxx.xxxxxxxxx.xxx |
November 1, 2006
Xx. Xxxx Xxxxxxxx
Dear Xxxx:
DemandTec, Inc. (the “Company”) and TradePoint Solutions, Inc.
(“TradePoint”) have
entered into an Agreement and Plan of Merger dated October 6, 2006 (the
“Merger Agreement”),
pursuant to which TradePoint will become a subsidiary of DemandTec. We
are pleased to offer you
continued employment following the merger, on the terms and conditions
set forth below:
1. Effectiveness. This letter constitutes a binding offer of employment effective
only upon the Closing Date (hereafter referred to as the “Effective Date”) as defined
in the Merger
Agreement, currently anticipated to be November 6, 2006. In the event the Merger
Agreement is
terminated for any reason without the Effective Date having occurred, this offer
letter shall be terminated
without further obligation or liability of either party.
We hope that you find the foregoing terms acceptable. You may indicate your
agreement with these terms and accept this offer by signing and dating both the enclosed
duplicate
original of this letter agreement and the enclosed Employee Proprietary Information and
Inventions
Agreement and returning them to Xxxxx Xxxxxx, Senior Director of Human Resources. As
required by law,
your employment with the Company is contingent upon your providing legal proof of your
identity and
authorization to work in the United States. Your employment is also contingent upon your
starting work
with the Company on the Effective Date.
If you have any questions, please contact your manager, or call Xxxxx Xxxxxx at 000-000-0000.
Very truly yours, | ||||
/s/ Xxxx Xxxxxxx | ||||
Xxxx Xxxxxxx | ||||
Executive Vice President and Chief Financial Officer | ||||
DemandTec, Inc |
I have read and accept this employment offer.
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/s/ Xxxx Xxxxxxxx
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11-1-06 | |||
Signature of Xxxx Xxxxxxxx
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Date |
Attachment: Employee Proprietary Information and Inventions Agreement
May 15, 2007
Xx. Xxxx Xxxxxxxx
Dear Xxxx:
We are pleased to inform you that on May 15, 2007, the Board of Directors of DemandTec, Inc.
(the “Company”) approved the following supplement to the letter agreement dated November 1, 2006,
between you and the Company (the “Prior Agreement”).
1. Accelerated Vesting. This Section 1 applies to all of the options to purchase shares of
the Company’s Common Stock granted to you during your employment with the Company, as well as any
shares of the Company’s Common Stock that you may already have purchased under options previously
granted to you (collectively, the “Options”). If a Change in Control occurs while you remain
employed with the Company and you are subject to a Constructive Termination within 12 months after
that Change in Control, then you will vest in 50% of the remaining unvested shares under each of
the Options.
2. Severance Pay. If the Company terminates your employment for any reason other than Cause
or Permanent Disability, then you will be entitled to the following benefits:
(a) The Company will continue to pay your base salary for a period of three
months following the termination of your employment. Your base salary will be paid
at the rate in effect at the time of the termination of your employment and in
accordance with the Company’s standard payroll procedures. However, if you are
considered a “specified employee” under Section 409A(a)(2)(B)(i) of the Internal
Revenue Code and the regulations thereunder when your employment terminates, then
(i) the salary continuation payments under this Subsection (a) will commence on the
earliest practicable date that occurs more than six months after the employment
termination date and (ii) the installments that otherwise would have been paid
during the first six months following the employment termination date will be paid
to you in a lump sum on the earliest practicable date that occurs more than six
months after the employment termination date.
(b) If you elect to continue your health insurance coverage under the
Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination
of your employment, then the Company will pay the
Xx. Xxxx Xxxxxxxx
May 15, 2007
Page 2
May 15, 2007
Page 2
same portion of your monthly premium under COBRA as it pays for active
employees until the earliest of (i) the close of the three-month period following
the termination of your employment, (ii) the expiration of your continuation
coverage under COBRA or (iii) the date when you become eligible for substantially
equivalent health insurance coverage in connection with new employment or
self-employment.
However, this Section 2 will not apply unless you (i) resign as a member of the Boards of Directors
of the Company and all of its subsidiaries, to the extent applicable, (ii) sign a general release
of claims (in a form prescribed by the Company) of all known and unknown claims that you may then
have against the Company or persons affiliated with the Company and (iii) have returned all Company
property.
3. Definitions. The following terms have the meaning set forth below wherever they are used
in this supplemental letter agreement:
“Cause” means (a) any breach of the Proprietary Information and Inventions Agreement between
you and the Company, (b) conviction of, or a plea of “guilty” or “no contest” to, a felony under
the laws of the United States or any State or any crime involving moral turpitude, (c) your
participation in any fraud against the Company or (d) your intentional damage to any material
property of the Company or other gross misconduct.
“Change in Control” means (a) a sale, lease or other disposition of all or substantially all
of the assets of the Company, (b) a merger or consolidation in which the Company is not the
surviving corporation or (c) a reverse merger in which the Company is the surviving corporation but
the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of
the merger into other property, whether in the form of securities, cash or otherwise. The
foregoing notwithstanding, a merger or consolidation or a reverse merger does not constitute a
“Change in Control” if immediately after the merger or consolidation a majority of the voting power
of the capital stock of the continuing or surviving entity, or any direct or indirect parent
corporation of the continuing or surviving entity, will be owned by the persons who were the
Company’s stockholders immediately prior to such merger or consolidation in substantially the same
proportions as their ownership of the voting power of the Company’s capital stock immediately prior
to the merger or consolidation.
“Constructive Termination” means either (a) that your service is terminated by the Company
without Cause or (b) that you resign because (i) you have been assigned to duties that reflect a
material adverse change in your authority or responsibility with the Company or any successor, (ii)
the annual rate of your base salary was reduced by the Company or (iii) the Company has relocated
your principal place of work by a distance of 35 miles or more.
“Permanent Disability” means that you are unable to perform the essential functions of your
position, with or without reasonable accommodation, for a period of at least 120 consecutive days
because of a physical or mental impairment.
Xx. Xxxx Xxxxxxxx
May 15, 2007
Page 3
May 15, 2007
Page 3
4. Prior Agreement. Except as expressly set forth above, the Prior Agreement shall remain in
effect.
Please indicate your acceptance of the foregoing by signing the enclosed copy of this letter
and returning it to the Company.
Very truly yours, DemandTec, Inc. |
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By: | /s/ Xxx Xxxxxxxx | |||
Xxx Xxxxxxxx | ||||
President and Chief Executive Officer | ||||
Accepted and Agreed to:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx |
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5/15/07
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Date |