Employment Agreement - Ask Jeeves Inc. and Larry Fishkin
[LETTERHEAD]
January 11, 1999
Mr. Larry Fishkin
2542 Washington Street
San Francisco, CA 94115
Dear Larry:
I am pleased to offer you a position AS VICE PRESIDENT, BUSINESS DEVELOPMENT for
Ask Jeeves, Inc. ("the Company"). Your first day of employment will be January
18, 1999 (your "Start Date"). You will report to Rob Wrubel, president and CEO.
BASE SALARY
You will receive an annual salary of $130,000, which will be paid semi-monthly
in accordance with the Company's normal payroll procedures. You will also be
eligible to participate in any employee benefit programs that are, or may
become, available to a Vice President of Business Development at Ask Jeeves.
BONUS
You will be eligible to receive a bonus of $50,000, payable at the end of 1999,
based on criteria which will be jointly determined between you and the Company
within 30 days of your Start Date.
Please note that this bonus plan is for 1999 only, and future bonus plans, if
any, will be defined at a later date.
OPTIONS
Upon your employment you will be awarded an option to purchase 450,000 shares of
the Company's common stock pursuant to the Company incentive stock option plan
(the "Plan"), vesting over a period of four years, with 25% of the shares
vesting on the first anniversary of your employment, and the remaining shares
vesting in 36 equal monthly installments thereafter, with a ten-year term, at a
price equal to the fair market value of the shares as of the date of board
approval of your options.
SEVERANCE PACKAGE
The Company shall have the right to terminate your employment with the Company
at any time with or without cause. "Cause" for termination shall mean:
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Larry Fishkin
01/11/99
Page 2
(a) indictment or conviction of any felony or of any crime involving dishonesty;
(b) participation in any fraud against the Company; (c) breach of your duties to
the Company, including persistent unsatisfactory performance of job duties; or
(d) intentional damage to any property of the Company.
In the event that your employment is subject to an involuntary termination
without cause at any time during your employment due to a change in control of
the Company, you will be entitled to a severance package of six months base
salary plus immediate vesting of 12/48th of the options promised to you under
this offer of employment, in addition to those that would be vested at the date
of your termination under the company's incentive stock option plan.
Involuntary Termination shall mean the termination of Service which occurs by
reason of:
(i) involuntary dismissal or discharge by the Corporation for reasons
other than Cause, or;
(ii) such individual's voluntary resignation following (A) a change in
position with the Corporation which materially reduces his level of
responsibility, (B) a reduction in his level of compensation
(including base salary, fringe benefits and participation in
corporate-performance based bonus or incentive programs) by more than
15% or (C) a relocation of such individual's place of employment by
more than fifty (50) miles, provided and only if such change,
reduction or relocation is effected by the Corporation without the
individual's consent.
You will not be eligible for this severance package in the event that your
employment is subject to involuntary termination for reasons other than change
of control of the Company.
You should be aware that your employment with the Company is for no specified
period and constitutes at will employment. As a result, you are free to resign
at any time, for any reason or no reason. Similarly, the Company is free to
conclude its employment relationship with you at any time, with or without
cause, with or without reason.
Enclosed is a summary of current Company benefits. Benefits, payroll, and other
human resource management services are provided through TriNet Employer Group,
Inc. TriNet is a professional employer organization (PEO) contracted by Ask
Jeeves to perform selected employer responsibilities on our behalf. As a result
of Ask Jeeves' arrangement with TriNet, TriNet will be considered your employer
of record for payroll, benefits, and other functions involving employer related
administration, including your new hire enrollment processing. However, as Ask
Jeeves is the company for which you will perform service, we will retain the
right to control and direct your work, its results, and the manner and means by
which your work is accomplished.
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Larry Fishkin
01/11/99
Page 3
For purposes of federal immigration law, you will be required to provide the
Company documentary evidence of your identity and eligibility for employment in
the United States. Such documentation must be provided to us within three (3)
business days of your date of hire or our employment relationship with you may
be terminated.
I have enclosed our Confidential Information and Invention Assignment Agreement.
If you accept this offer, please return to me a signed copy of this agreement.
In the event of any dispute or claim relating to or arising out of our
employment relationship, you and the Company agree that all such disputes shall
be fully and finally resolved by binding arbitration conducted by the American
Arbitration Association in Berkeley, California.
However, we agree that this arbitration provision shall not apply to any
disputes or claims relating to or arising out of the misuse or misappropriation
of the Company's trade secrets or proprietary information.
To indicate your acceptance of the Company's offer, please sign and date this
letter in the space provided below and return it to me. A duplicate original is
enclosed for your records. This letter, along with the Confidential Information
and Invention Assignment Agreement between you and the Company, sets forth the
terms of your employment with the Company and supercedes any prior
representations or agreements, whether written or oral. This letter may not be
amended or modified except by written agreement signed by the Company and by
you. This offer expires on January 11, 1999.
Welcome to Ask Jeeves!
Sincerely,
/s/ Robert Wrubel
Robert Wrubel
President
Ask Jeeves, Inc.
Enclosures
Accepted:
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Larry Fishkin
01/11/99
Page 4
/s/ Larry Fishkin January 11, 1999
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Larry Fishkin Date