EXHIBIT 10.22
August 15, 1996
Xx. Xxxxxxx Xxxxxx
000 Xxxxxx Xxxxxx
Xxxxx Xxxx, Xxx Xxxxxx 00000
Re: Employment of Xxx Xxxxxx by Peritus Software Services, Inc.
Dear Xxx:
This letter will serve as a letter of intent by Peritus Software Services,
Inc. (herein "Peritus") with respect to your future employment by Xxxxxxx. This
letter sets forth the terms of your employment as has been discussed by you and
myself, Xxxxxxx Xxxx, on behalf of Xxxxxxx. As we agreed, this letter is
intended as and shall serve only as an interim agreement until a more formally
drafted agreement can be agreed upon and executed, at which time the terms of
this agreement shall be superseded and replaced entirely by the terms and
conditions of the formally drafted agreement. In addition, you will be expected
to sign a standard employee agreement as well as documentation to satisfy
federal I-9 requirements.
You will begin your employment with Peritus on September 1, 1996. Your
employment contract will expire on August 31, 2000.
Initially, you will be responsible for Year 2000 solutions worldwide,
excluding channel and strategic alliances.
Your salary will be $200,000 annually, accrued on a daily basis throughout
each year, to be paid as per company policy (i.e., every two weeks).
Upon the start of your employment, you will receive Peritus stock options
for two hundred thousand (200,000) shares which may be exercised into common
stock at $2.80 per share. Fifty thousand (50,000) options will vest immediately
upon your starting employment with Peritus, Fifty thousand (50,000) options
will vest no later than August 31, 1997, fifty thousand (50,000) options will
vest no later than August 31, 1998 and the final fifty thousand (50,000) options
will vest no later than August 31, 1999. All options may be exercised
immediately upon vesting and the stock resulting from such exercises shall not
be restricted by Peritus except as may be required by law.
If your employment at Peritus is terminated for any reason without cause,
any of the two hundred thousand (200,000) shares identified above that have not
yet vested will become vested immediately upon said termination without cause,
without any restrictions, plus you will receive one (1) years salary ($200,000)
continuance paid biweekly. It is understood that your failure to meet agreed
upon performance objectives could constitute cause for your termination.
If Peritus is liquidated, upon said liquidation, all unvested options shall
vest immediately prior to liquidation, and you will have immediate rights to
exercise all previously
unexercised options including those vesting according to this sentence.
Your eligibility for an annual bonus will be determined based on company
policy.
Peritus will reimburse you for all reasonable travel expenses incurred as a
result of your employment by Xxxxxxx, consistent with company policy.
If during your employment, your primary residence is unreasonably distant
from the principle place of business of Peritus and you must rent a residence
for yourself in Massachusetts that is in addition to your primary place of
residence in order to perform your duties, then Peritus will make available to
you an allowance of $1,500 per month to be used solely for the monthly rent
payment of the residence in Massachusetts. You will pay the difference and all
other expenses associated with the maintenance of said home in Massachusetts.
The possible payment by Xxxxxxx of relocation expenses will be discussed if
it becomes necessary for you to relocate.
You will be eligible for the company benefits plan.
Should the terms of your employment with Peritus as set forth herein meet
with your approval, please sign this letter where indicated.
Sincerely,
Peritus Software Services, Inc.
by: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx, Chief Executive Officer
/s/ Xxx Xxxxxx 09/01/97
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Xxx Xxxxxx Date
