EXHIBIT 10.09
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Dear ▇▇▇▇▇▇:
On behalf of Affiliation Networks, Inc., I am pleased to offer you the
position of Vice President of Corporate Marketing on the terms and conditions
set forth below (the "Agreement"), beginning March 15, 1999 (the "Effective
Date").
1. Duties. You will report to the President and CEO. As Vice President of
Corporate Marketing, you will be responsible for all duties and responsibilities
associated with that position. In addition, you will be responsible for all
services requested of you by the Company, including its Board of Directors.
2. Compensation and Benefits.
(a) Compensation. As compensation for your services and for your
covenants and promises in this Agreement, the Company agrees to provide you with
the following:
(i) Base Compensation. A base salary of one hundred forty
thousand ($140,000) annually, less payroll deductions and withholdings, payable
biweekly.
(ii) Incentive Compensation. During 1999, beginning with the
Fiscal Quarter ending June 30, you will be eligible to earn an additional
quarterly bonus of $7,500 at plan ($22,500 total for the year), based upon
achievement of mutually agreed upon performance objectives, which will be
provided to you during the first thirty (30) days of each quarter.
(iii) Equity Compensation. Subject to your acceptance of
employment with the Company and the approval of the Board of Directors of the
Company, the Company will sell to you one hundred thirty-two thousand (132,000)
shares (each a "Share" and collectively "Shares") of the Company's Common Stock
at a price of seven cents ($.07) per Share. All of the Shares shall be subject
to a right of repurchase in favor of the Company (the "Repurchase Right") that
shall be exercisable for seven cents ($0.07) per Share within the ninety-day
period following termination of your employment with the Company. Shares shall
be released from the Repurchase Right in the following installments: sixteen
thousand five hundred (16,500) of the Shares will be released from the
Repurchase Right on July 1, 1999, and thereafter monthly installments beginning
on August 1, 1999 equal to two thousand seven hundred fifty (2,750) of the
Shares until the earlier of : (1) all of the Shares are released from the
Repurchase Right, or (2) the date your employment with the Company terminates.
This offer to purchase the Company's Common Stock is an integral component of
the offer to you of employment by the Company, and expires or is revoked when
such offer of employment expires or is revoked.
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Notwithstanding the foregoing, this offer to purchase Shares expires at midnight
on Friday, March 19, 1999.
(b) Benefits. You will also be eligible for standard Company
benefits. The Company offers a comprehensive benefit package including medical,
dental and vision coverage for you and your eligible dependents. In addition,
we will provide $50,000 in life insurance coverage, short and long term
disability plans, vacation and sick pay and paid holidays. The Company may
modify compensation and benefits from time to time as it deems necessary.
3. Company Policies. As an Affiliation, Inc. employee, you will be
expected to abide by the Company's policies and procedures. As a condition of
your employment, you also agree to sign and comply with the Proprietary
Information Agreement attached hereto as Exhibit A which prohibits unauthorized
use or disclosure of Affiliation, Inc. proprietary information.
4. Other Agreements. By accepting this offer, you represent and warrant
that your performance of your duties for the Company will not violate any
agreements, obligations or understandings that you may have with any third party
or prior employer.
5. At-Will Employment. Your relationship with the Company is one of "at
will employment," meaning either you or the Company can terminate the
relationship at any time, with or without notice or with or without cause. This
at-will employment relationship cannot be altered except in writing signed by a
Company officer.
6. Return Of Materials. At the termination of your employment with the
Company, you will promptly return to the Company, and will not take with you or
use, all items of any nature that belong to the Company, and all materials, in
any form, format, or medium (containing or relating to the Company's business).
7. Right To Work. As required by law this offer of employment is subject
to satisfactory proof of your right to work in the United States.
8. Entire Agreement. This Agreement, including the attached Proprietary
Information Agreement, constitutes the complete, final and exclusive embodiment
of the entire Agreement between you and the Company with respect to the terms
and conditions of your employment. If you enter into this Agreement you are
doing so voluntarily, and without reliance on any promise, warranty or
representation, written or oral, other than those expressly contained herein.
This Agreement supersedes any other such promises, warranties, representations
or agreements. This Agreement may not be amended or modified except by a
written instrument signed by you and a duly authorized officer of the Company.
9. Enforceability. If any provision of this Agreement is determined to be
invalid or unenforceable, in whole or in part, this determination will not
affect any other provision of this Agreement, and the Agreement, including the
invalid or unenforceable provisions, should be enforced insofar as possible to
achieve the intent of the parties.
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10. Choice of Law. This Agreement will be deemed to have been entered
into and will be construed and enforced in accordance with the laws of the State
of California as applied to contracts made and to be performed entirely within
California.
This offer expires at the end of the day on March 15, 1999. If you choose
to accept our offer under the terms described above, please sign this Agreement
and the attachment and return both to me. If you accept our offer, would like
you to begin employment no later than Wednesday, March 17, 1999.
▇▇▇▇▇▇, I look forward to your favorable reply and to a productive and
enjoyable work relationship going forward.
Sincerely,
AFFILIATION NETWORXS, INC.
/s/ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇
CEO & President
Accepted and Agreed to as of
the Effective Date set forth above, by:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Start Date: 3/15/99
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