DemandTec Inc. 50 First Street, Suite 307; San Francisco, CA 94105 July 20, 2001
Exhibit 10.7
DemandTec Inc.
00 Xxxxx Xxxxxx, Xxxxx 000; Xxx Xxxxxxxxx, XX 00000
00 Xxxxx Xxxxxx, Xxxxx 000; Xxx Xxxxxxxxx, XX 00000
July 20, 2001
Xxxx Xxxxxxx
Dear Xxxx:
DemandTec, Inc. (the “Company”) is pleased to offer you employment on the following terms:
3. Employee Benefits. AS a regular employee of the Company, you will be
eligible to participate in a number of Company-sponsored benefits. In addition, you will be
entitled to paid vacation in accordance with the Company’s vacation policy, as in effect from time
to time. In addition, the Company shall reimburse you for the business related expenses of
maintaining a cell phone, home fax and home internet connection upon
presentation of appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.
Xxxx Xxxxxxx
July 20, 2001
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July 20, 2001
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will be subject to repurchase by the Company at the exercise price in the event that your
service terminates for any reason before you vest in the shares. You will vest in 1/8th of the
option shares after six months of continuous service, and the balance will vest in equal monthly
installments of 1/48th over the next 42 months of continuous service, as described in
the applicable Stock Option Agreement.
If the Company is subject to a Change in Control (as defined in the Plan) and you are subject
to a Constructive Termination within 12 months after that Change
in Control, then you will
be vested in an additional number of your then unvested option shares
as of the date of your
termination of employment as set forth in the table below. The
percentage of shares accelerated shall be calculated separately for each of your options.
Year in which Change in Control | Percentage of Unvested Shares | |||
Occurs Following Grant Date | Accelerated | |||
Year 1 |
50% | |||
Year 2 |
66.66% | |||
Year 3 |
73% | |||
Year 4 |
100% |
“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 which 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, “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. The foregoing, however, is not an exclusive list of all acts or omissions that the
Company may consider as grounds for discharging any person in its service.
Xxxx Xxxxxxx
July 20, 2001
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July 20, 2001
Page 3
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 (b) have agreed not to prosecute any legal
action or other proceeding based on those claims.
* * * * *
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 me. This offer, if not accepted, will expire at the close of business on July
___, 2001. As required by law, your employment with the Company is contingent upon your providing
legal proof of your identify and authorization to work in the United
States. Your employment is
also contingent upon your starting work with the Company on or before
August 1, 2001.
Xxxx Xxxxxxx
July 20, 2001
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July 20, 2001
Page 4
If you
have any question, please call me at (000) 000-0000.
Very truly yours, | ||||
DemandTec, Inc. | ||||
/s/ Xxx Xxxxxxxx | ||||
BY: Xxx Xxxxxxxx | ||||
Title: President and Chief Executive Officer |
I have read and accept this employment offer:
/s/ Xxxx Xxxxxxx | ||||
Signature of Xxxx Xxxxxxx | ||||
Dated:
|
7/30/01 | |||
Attachment
Exhibit A: Employee Proprietary Information and Inventions Agreement
February 11, 2005
Xx. Xxxx Xxxxxxx
Dear Xxxx:
We are pleased to inform you that on February 11, 2005, the Board of Directors of DemandTec,
Inc. (the “Company”) approved the following provisions for accelerated vesting of your option
shares. The following terms apply to all of your options granted or to be granted to you during
your employment with the Company, as well as any shares that you may have already purchased under
options previously granted to you (collectively, the “Options”).
Year in which Change in | ||
Control Occurs Following | Percentage of Unvested | |
Grant Date | Shares Accelerated | |
Year 1 | 50% | |
Year 2 | 66.66% | |
Year 3 | 75% | |
Year 4 | 100% |
2. Severance. The first sentence in the section entitled “Severance” of your offer letter
dated July 20, 2001 (the “Offer Letter”) is hereby amended to read as follows: “If the Company
terminates your employment for any reason other than Cause or permanent disability,
then the Company will pay you a lump sum severance benefit in an amount equal to your base
Xx. Xxxx Xxxxxxx
February 11, 2005
Page 2
February 11, 2005
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salary for six months and you will be vested in an additional number of shares under all of your
Company options as if you had been employed for an additional six months.” Except as so modified,
the Offer Letter shall remain in full force and effect.
3. Definitions. For all purposes hereunder, the following terms shall be defined as specified
below:
A. “Cause” shall mean (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.
B. “Change in Control” shall mean (i) a sale, lease or other disposition of all or
substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company
is not the surviving corporation, or (iii) 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.
C. “Involuntary Termination” shall mean the termination of your Service by reason of: your
involuntary discharge by the Company (or the Parent or Subsidiary employing you) for reasons other
than Cause; or your voluntary resignation following the date that (i) you have been assigned to
duties which 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.
D. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the
Plan.
4. Entire Agreement. This Agreement supersedes all prior agreements (whether verbal or
written) between you and the Company relating to the subject matter of acceleration of vesting of
option shares on an acquisition or other change in control of the Company. This Agreement
supplements the Offer Letter with respect to your rights to severance benefits in connection with a
termination of employment. Each of the option agreements evidencing Options previously granted to
you shall remain in full force and effect except to the extent necessary to give effect to the
terms of this Agreement.
5. Miscellaneous. This Agreement shall be binding upon the Company, its successors and
assigns (including, without limitation, the surviving entity or successor party resulting from the
Change in Control) and shall be construed and interpreted under the laws of the State of
California.
Xx. Xxxx Xxxxxxx
February 11, 2005
Page 3
February 11, 2005
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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. |
||||
By: | /s/ Xxx Xxxxxxxx | |||
Name: | Xxx Xxxxxxxx | |||
Title: | President & CEO | |||
Accepted and Agreed to:
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxx Xxxxxxx
2/11/05
Date
Date
December 2, 2005
Xx. Xxxx Xxxxxxx
Dear Xxxx:
We are pleased to inform you that on December 2, 2005, the Board of Directors of DemandTec,
Inc. (the “Company”) approved the following amendment and restatement of the letter agreement dated
February 11, 2005, between you and the Company (the “Prior Agreement”).
1. General Rule on Accelerated Vesting. Except as provided in Section 2 below, the following
terms apply to all of the options granted or to be granted to you during your employment with the
Company, as well as any shares that you may have already purchased under options previously granted
to you (collectively, the “Options”). The Company hereby agrees that, in the event that a Change
in Control occurs while you remain employed with the Company, then you will vest in that percentage
of your then unvested shares under each of the Options determined pursuant to the table below as of
the date of the Change in Control and the Company’s repurchase right shall lapse as to a
corresponding number of shares purchasable under each such Option. The percentage of shares
accelerated shall be calculated separately for each of your options. Any shares remaining unvested
under each of the Options after the date of the Change in Control shall vest and the Company’s
repurchase right shall lapse in equal monthly installments over the subsequent 12 months. The
Company hereby agrees that, in the event that a Change in Control occurs while you remain employed
with the Company and you are subject to an Involuntary Termination within 12 months after that
Change in Control, then you will vest in all of your shares under each of the Options such that you
are then fully vested and the Company’s repurchase right shall lapse as to all such shares.
Year in which Change in | ||
Control Occurs Following | Percentage of Unvested | |
Grant Date | Shares Accelerated | |
Year 1 | 50% | |
Year 2 | 66.66% | |
Year 3 | 75% | |
Year 4 | 100% |
Xx. Xxxx Xxxxxxx
December 2, 2005
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December 2, 2005
Page 2
term sheet with respect to the
acquisition (by merger, consolidation or otherwise) of the Company and such term sheet results in a
Change in Control while you remain employed with the Company, then you will vest in 25% of the then
unvested shares subject to the 2005 Option as of the date of such Change in Control and the
Company’s repurchase right will lapse as to a corresponding number of shares purchasable under the
2005 Option. Any shares remaining unvested under the 2005 Option after the date of such Change in
Control will vest, and the Company’s repurchase right will lapse, in equal monthly installments
over the subsequent 12 months. If such Change in Control occurs and you are subject to an
Involuntary Termination within 12 months after such Change in Control, then you will vest in all of
your shares under the 2005 Option such that you are then fully vested and the Company’s repurchase
right will lapse as to all such shares. In the event of a Change in Control that does not result
from a bona fide term sheet received within 60 days after December 1, 2005, Section 1 above will
apply to the 2005 Option.
3. Severance. Paragraph 5 of your offer letter dated July 20, 2001 (the “Offer Letter”) is
hereby amended in its entirety to read as follows:
“5. Severance Pay. 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 the Company will pay you a lump sum severance
benefit in an amount equal to your base salary for six months. If the Company
terminates your employment for any reason other than Cause or permanent disability,
and if the preceding sentence does not apply, then the Company will pay you a lump
sum severance benefit in an amount equal to your base salary for six months and you
will be vested in an additional number of shares under all of your Company options
as if you had been employed for an additional six months. In either case, you will
be entitled to continuation of coverage under the medical, dental, life and
disability insurance programs maintained by Company to the extent such continuation
thereunder is permitted under the terms of the insurance contracts governing such
programs for a period of six months after the date of termination or Constructive
Termination or, in the alternative, reimbursement for all premiums paid to maintain
medical and dental coverage under the continuation coverage provisions of the
Consolidated Omnibus Budget Reconciliation Act of 1985 for a period of six months
after the date of termination or Constructive Termination. However, this Paragraph
5 will not apply unless you (a) have executed a general release (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 (b) have agreed not
to prosecute any legal action or other proceeding based on those claims.”
Except as so modified, the Offer Letter shall remain in full force and effect.
4. Definitions. For all purposes hereunder, the following terms shall be defined as specified
below:
Xx. Xxxx Xxxxxxx
December 2, 2005
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December 2, 2005
Page 3
A. “Cause” shall mean (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.
B. “Change in Control” shall mean (i) a sale, lease or other disposition of all or
substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company
is not the surviving corporation, or (iii) 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.
C. “Involuntary Termination” shall mean the termination of your Service by reason of: your
involuntary discharge by the Company (or the Parent or Subsidiary employing you) for reasons other
than Cause; or your voluntary resignation following the date that (i) you have been assigned to
duties which 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.
D. Capitalized terms not defined herein shall have the meaning ascribed to such terms in the
Company’s 1999 Equity Incentive Plan.
6. Miscellaneous. This Agreement shall be binding upon the Company, its successors and
assigns (including, without limitation, the surviving entity or successor party resulting from the
Change in Control) and shall be construed and interpreted under the laws of the State of
California.
Xx. Xxxx Xxxxxxx
December 2, 2005
Page 4
December 2, 2005
Page 4
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. |
||||
By: | /s/ Xxx Xxxxxxxx | |||
Name: | Xxx Xxxxxxxx | |||
Title: | President & CEO | |||
Accepted and Agreed to:
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxx Xxxxxxx
12/2/05
Date
Date