EXHIBIT 10.9
July 26, 2002
Xxxxxxx Xxxxxx Xxxxxx
00 Xxxxx Xxxxx Xxxx
Xxxxx Xxxx, XX 00000
Dear Xxxx,
Handspring, Inc. (the "Company") is pleased to offer you a position as Chief
Financial Officer reporting to Xxxxx Xxxxxxxx, on the terms set forth in this
letter agreement. The effective date is your start date, which is anticipated to
be September 15, 2002.
COMPENSATION. As Chief Financial Officer, you will receive an annual base salary
of $200,000 payable in accordance with the Company's customary payroll practice
as in effect from time to time. When the Vice Presidents' salaries are
re-instated, this salary will be increased by 10% to $220,000. In addition, you
will be eligible to participate in the Handspring 2003 Bonus Plan, as per the
guidelines of that plan. You also will be entitled to receive the Company's
standard employee benefits package, upon satisfying plan eligibility
requirements, and will be subject to the Company's vacation policy, as such
package and policy are in effect from time to time. We will provide you more
detailed information about these benefits, including eligibility rules, when you
begin employment.
STOCK OPTION. We will recommend to the Board of Directors of the Company that
you be granted a stock option to purchase up to 725,000 shares of the Company's
Common Stock under our 2000 Equity Incentive Plan (the "PLAN") at the then fair
market value of the Company's Common Stock, as of the closing price on the date
of grant for such option. The date of grant of the option will be your date of
hire.
The shares under such option will vest according to the Company's standard four
year vesting schedule, which calls for an initial vesting of 25% after the first
year of continuous service with the Company, and an additional 1/36 of the
remaining shares vesting monthly thereafter, so long as you remain employed by
the Company. We will also recommend to the Board of Directors that, for a period
of 24 months from your date of hire, if Handspring is involved in a "Corporate
Transaction" as defined in the Plan, and you are not named CFO following the
transaction, then you will be deemed to have been terminated without cause and
you will
receive accelerated vesting of 25% of your options as described in the Plan.
However, the grant of such options by the Company is subject to the Board's
approval and this promise to recommend such approval is not a promise of
compensation and is not intended to create any obligation on the part of the
Company. Further details on the Plan and any specific option grant to you will
be provided upon approval of such grant by the Company's Board of Directors.
You will also be eligible to participate in the Follow-on Performance Stock
Option Program at the next cycle for Vice Presidents, which is anticipated to
take place in approximately May, 2003.
AT WILL EMPLOYMENT
Employment at the Company is "at will." This means that you are free to resign
at any time with or without cause or prior notice. Similarly, the Company is
free to terminate our employment relationship with you at any time, with or
without cause or prior notice. As you know, the Company is involved in an
industry that is highly competitive and that changes quickly. Thus, although the
position we are offering you is as Chief Financial Officer, we may change the
position you are assigned to and/or your duties in response to business needs.
As with all of our employees, your employment is also subject to our general
employment policies, many of which are described in our Employee Handbook.
Our offer of employment is conditioned on the following:
CONFIDENTIAL INFORMATION. As an employee of the Company, you will have access to
certain Company confidential information and you may, during the course of your
employment, develop certain information or inventions which will be the property
of the Company. To protect the interest of the Company, you will need to sign
the Company's standard "Employee Inventions and Confidentiality Agreement" as a
condition of your employment. We wish to impress upon you that we do not wish
you to bring with you any confidential or proprietary material of any former
employer or to violate any other obligation to your former employers.
AUTHORIZATION TO WORK. Because of Federal regulations adopted in the Immigration
Reform and Control Act of 1986, you will need to present, within three days of
beginning employment, documentation demonstrating that you have authorization to
work in the United States. This requirement is a condition of your employment
and applies to all new employees -- U.S. and non-U.S. citizens alike.
ACCEPTANCE OF OFFER. If you decide to accept our offer, please sign the enclosed
copy of this letter and return it to me. Upon your signature below, this will
become our binding agreement with respect to the subject matter of this letter,
superseding all other prior or contemporaneous agreements by you with the
Company as to the specific subjects of this letter, will be binding upon and
inure to the benefit of our respective successors and assigns and your heirs,
administrators and executors. This agreement will be governed by California law,
and may only be amended in a writing signed by both you and the Company.
This offer of employment and continued employment with Handspring is contingent
upon completion of a satisfactory background and reference check. This offer
will expire on August 7, 2002. We're all excited to have you join the company!
Best regards,
/s/ Xxxxxx Xxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxx
Vice President, Human Resources
Agreed by:
/s/ X.X. Xxxxxx 8/12/02
-------------------------------- --------------------------------
Signature: Date:
X.X. Xxxxxx
--------------------------------
Printed Name:
SHOULD YOU CHOOSE TO ACCEPT, PLEASE SIGN AND DATE IN THE SPACE INDICATED AND
RETURN ONE ORIGINAL TO: XXXX XXXXXXX, HUMAN RESOURCES DEPARTMENT.
000 XXXXXXXX XXXXXX, XXXXXXXX XXXX, XX 00000 -- CONFIDENTIAL.
