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EXHIBIT 99.5
FORM OF OPTION ASSUMPTION AGREEMENT-XXXXXX
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[SUPPLYBASE LETTERHEAD]
EXHIBIT 99.5
Xx. Xxxx Xxxxxx,
_____________
_________________________
February 7th, 2000
Dear Yuji,
SupplyBase, Inc. (the "Company") is pleased to offer and confirm your
employment on the following terms and conditions:
POSITION. You will serve in a full-time capacity as Software Engineer of
the Company.
COMPENSATION. You will be paid an annual salary of (___________________
______________________________) payable in accordance with the Company's
standard payroll practices for salaried employees. This salary will be subject
to adjustment pursuant to the Company's employee compensation policies in
effect from time to time. However, the Company will review your salary after
six months of employment, at which time, based on your performance, may elect
to adjust your compensation.
OPTIONS. Subject to the approval of the Company's Board of Directors, you
will be granted an option to purchase 15,000 shares of the Company's Common
Stock at an exercise price per share equal to the fair market value per share
on the date the option is granted. The option will be subject to the usual
terms and conditions applicable to options granted under the Company's 1999
Stock Plan. The option will be immediately exercisable and the purchasable
shares will be subject to repurchase by the Company at the exercise price. The
Company's repurchase right will lapse and you will vest in 25% of the option
shares after one year of service and the balance will vest in equal monthly
installments over each of the next thirty-six months thereafter, as set forth
in the applicable agreement.
CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT. As with all
Company employees, you will be required, as a condition to your employment with
the Company, to sign the Company's standard Confidential Information and
Invention Assignment Agreement, a copy of which is attached hereto.
PERIOD OF EMPLOYMENT. Your employment with the Company will be "at will,"
meaning that either you or the Company will be entitled to terminate your
employment at any time for any reason, with or without cause. Any contrary
representations that may
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have been made to you superseded by this offer. This is the full and complete
agreement between you and the Company on this term. Although your job duties,
title, compensation and benefits, as well as the Company's personnel policies
and procedures, may change from time to time, the "at will" nature of your
employment may only be changed in an express writing signed by you and the
Company.
OUTSIDE ACTIVITIES. During the period that you render services to the
Company, you will not engage in any employment, business or activity that is in
any way competitive with the business or proposed business of the Company, or
any other gainful employment, business or activity, without the written consent
of the Company. You also will not assist any other person or organization in
competing with the Company or in preparing to engage in competition with the
business or proposed business of the Company.
ENTIRE AGREEMENT. This letter and the exhibit attached hereto contain
all of the terms of your employment with the Company and supersede any prior
representations or agreements, whether oral or written, between you and the
Company.
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 and the enclosed Proprietary
Information and Inventions Agreement and returning them to me. As required by
law, you employment with the Company is also contingent upon you providing legal
proof of your identity and authorization to work in the United States. Your
anticipated starting date will be February 21st, 2000. This offer, if not
accepted, will expire at the close of business on February 11th, 2000.
We look forward to having you join us.
Very truly yours,
SupplyBase, Inc.
I Have Read And Accept This
Employment Offer.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
VP of Engineer
By: /s/ XXXX XXXXXX
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Xxxx Xxxxxx
Dated: Feb 18, 2000
