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EXHIBIT 10.21
December 12, 2000
PERSONAL AND CONFIDENTIAL
Mr. Xxxx Xxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Dear Xxxx:
It is our pleasure to offer you the position of Chief Executive Officer of
Organic, Incorporated ("Organic" or the "Company"). This letter, together with
the Company's standard form of Proprietary Information and Inventions Assignment
Agreement (the "Inventions Agreement"), when executed by you and subject to
approval by the Organic Board of Directors, confirm the terms and conditions of
your employment with the Company.
1. Job Title. You will be the Chief Executive Officer of the Company and will
report to the Company's Board of Directors.
2. Base Salary. Your annual base salary will be Three Hundred Fifty Thousand
Dollars ($350,000), subject to legally required withholding, to be paid
according to the Company's standard payroll.
3. Stock Options. Subject to the approval of the Board of Directors, you will
be granted an option to purchase 2.25 million shares of Organic common
stock. The options will be subject to the standard terms and conditions of
the Company's Stock Option Plan and related agreements, except that your
options will begin vesting on your start date. The following additional
provisions will constitute the terms of your options, subject to approval
by the Board of Directors.
3.a. Provided you have been and remain employed continuously by the
Company, 1/48th of your options will vest each month. The exercise price of your
options will be the fair market value of the Company's common stock as of the
date of the grant (which is expected to be at the first regularly scheduled
meeting of the Company's Board of Directors following the commencement of your
employment) as required by the Stock Option Plan. For your reference, the fair
market value of the Company's common stock as determined by the Company's Board
of Directors at its last regularly scheduled meeting was $2.25. The Stock Option
Plan provides that
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your options will be immediately exercisable, in part or in full, so that you
can "early exercise" at any time after their grant. This allows you to commence
your long term capital gains holding period on the option shares and make an IRC
Rule 83(b) election. This is not intended to be advice to you to exercise
options early and you should consult your tax advisors concerning all the
consequences of such an exercise.
3.b. If, during your employment with the Company, there is a "change of
control" (as such term is defined in the Company's Stock Option Plan) and you
are offered a position with comparable responsibilities and compensation, you
will receive 50% acceleration on any remaining unvested options. If, subsequent
to a change of control, you are not offered a position with comparable
responsibilities and compensation, you will receive 100% acceleration on any
remaining unvested options.
3.c. If, during your employment with the Company, you are terminated
without cause, you will receive six months continuing base cash compensation,
six months continuing housing benefits as defined and limited below, and six
additional months of vesting on any remaining unvested options, calculated from
the date of your termination. You shall be deemed to be "terminated without
cause," and have the right to resign from employment with the Company and to
receive all benefits described in the preceding sentence, if, during the term of
your employment with the Company, any of the following events occur: 1) your job
title is changed, and you cease to act as the Chief Executive Officer of the
Company; 2) you are required to report to anyone other than the Company's Board
of Directors or a committee thereof; and 3) your duties and responsibilities as
Chief Executive Officer are diminished in a material way. If, during your
employment with the Company, you are terminated for cause (defined as conviction
for a felony or willful negligence) your cash compensation and equity vesting
will cease on the date of your termination and any amount due on the Promissory
Note will become immediately due and repayable.
4. Promissory Note. You will be offered a non-recourse non-interest bearing
loan in the amount of $150,000 per year in each of the first two years of
your employment, payable at the beginning of each year. The Note will be
contain standard terms and conditions and include a provision that in so
long as you have been and remain employed by Organic, Organic will forgive
one quarter of the amount due on the Note effective at the close of
business on the last day of each quarter.
5. Proprietary Information and Invention Assignment Agreement. Prior to
commencement of your employment and as a condition to such employment, you
will execute the Company's standard Proprietary Information and Invention
Assignment Agreement in the form attached hereto as Exhibit "A" and agree
to the terms thereof.
6. Benefits. You are eligible to receive such standard Company benefits as are
available to other employees of the Company and as may change from time to
time. These include
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December 5, 2000
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medical, dental and vision insurance; life insurance; long-term disability
insurance; accrued paid vacation and holidays.
7. Housing Benefits and Moving Expenses: 1) Housing Benefit: The Company agrees
to rent, at its expense, or to reimburse you for the cost of an apartment for
your use during your employment. The Company agrees to pay rent for such an
apartment, or reimburse you for such rent, of up to $7500 per month, for a
period not to exceed 24 months from the commencement of your employment. The
Company further agrees to pay you, on April 1 of each year during which you
are employed, an amount equal to the amount, if any, that you are required to
pay as income tax on your individual tax return (IRS 1040) in connection with
your use of the apartment. 2) Moving Expenses: The Company agrees to pay for
moving expenses in connection with your relocation to the San Francisco Bay
Area, including up to $7500 for a San Francisco broker to assist you in
finding an apartment in the San Francisco Bay Area; $2500 for air and related
travel expenses; and up to $15,000 for costs associated with moving your
personal and household items to your San Francisco apartment. The Company
further agrees to pay you, on April 1, 2001, an amount equal to the amount,
if any, that you are required to pay in income tax on your individual tax
return (IRS 1040) in connection with the Company's payment of your Moving
Expenses.
8. Reimbursement of Expenses. The Company will, upon presentation of itemized
receipts, reimburse you for all required travel and other business expenses,
in accordance with Company policy, directly and reasonably incurred by you in
the performance of your duties.
9. "At-Will" Employment. As with all employees, your employment with Organic
is "at-will." This means the terms and conditions of your employment,
including but not limited to termination, demotion, promotion, transfer,
compensation, benefits, duties and location of work may be changed with or
without cause, for any or no reason, and with or without notice. Your
status as an "at-will" employee cannot be changed by any statement,
promise, policy, course of conduct, writing or manual, except through a
written agreement signed by an officer authorized by the Board of
Directors.
10. Employment Start Date. You will commence your full time employment with the
Company on January 15, 2001.
11. General Provisions. We agree that there are additional documents necessary
to effectuate the terms of this agreement, including the Note described in
paragraphs 3 and 4. Except as to documents necessary to effectuate the terms of
this Agreement,this agreement, together with the Inventions Agreement,
constitutes the entire agreement between the Company and you, and there are no
understandings between the Company and you that are not included in this
agreement and the Inventions Agreement. No modification may be made to this
agreement unless in writing and signed by both the Company and you. In the event
any provision of this agreement is held to be invalid, illegal or unenforceable,
all other provisions of this agreement shall survive, and this
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agreement shall be construed as if such provision was not contained in this
agreement. Nothing in this Agreement is intended to preclude Organic's policies
and procedures as they currently exist or may exist in the future from applying
to you.
Xxxx, we are looking forward to your joining the team and contributing to the
future success of Organic. Please confirm your acceptance of this offer by
signing the acknowledgement below and returning it to me by Friday, December 8,
2000.
If you have any questions or concerns please do not hesitate to call.
Sincerely,
Xxxxxxxx Xxxxxx
Chairman and Chief Executive Officer
I accept the offer of employment as stated in this letter.
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Xxxx Xxxxxxx Date
