Employment Agreement - Ask Jeeves Inc. and Jeffrey S. Mahl
[Ask Jeeves, Inc. letterhead]
June 30, 1999
Jeffrey S. Mahl
148 Cold Spring Road
New York, NY 11791
Dear Jeffrey,
I am pleased to offer you the position of Vice President of Advertising,
Sponsorship, and E-Commerce, Consumer Answer Network for Ask Jeeves, Inc.
(the "Company"). Your first day of employment will be June 30, 1999 ("your
Start Date").
FIXED COMPENSATION
You will receive an annual salary of $150,000 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 an employee at an equivalent level at Ask Jeeves.
VARIABLE COMPENSATION
You will be eligible to earn commissions on consumer revenue based on the
following plan:
<TABLE>
<S> <C>
1999 Plan Year 1.5% commission on revenue up to $7 Million
2.0% commission on revenue over $7 Million
2000 Plan Year .75% commission on revenues up to $25 Million
1.25% commission on revenues greater than $25 Million
</TABLE>
OPTIONS
Upon your employment, you will be awarded 125,000 options to purchase stock
in the Company pursuant to the 1999 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. The price
of the options will be equal to $14.00 per share, subject to approval by our
Board of Directors.
If your employment is terminated, without cause, solely as a result of a
change of control of the Company, you will be entitled to immediate vesting
of the following number of shares (the "Accelerated Shares"): (a) if the
change of control occurs prior to the one-year anniversary of your Start
Date, the Accelerated Shares will be equal to 1/48th of the option grant
multiplied by the number of months from the date of your termination to the
one-year anniversary of your Start Date; or (b) if the change of control
occurs after the one-year anniversary of your Start Date, the Accelerated
Shares will be equal to 6/48th of your option grant.
"Termination without cause" means termination of your employment by the
Company for reasons other than: (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; (d) intentional damage to any
property of the company; or (e) conduct by you that in the good faith and
reasonable
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determination of the Company's Chief Executive Officer or Board of
Directors demonstrates gross unfitness to serve.
BENEFITS
Enclosed you will find information on the Company's employee
benefits program. Should you accept this offer, please bring the completed
forms with you on your first day of work. If you have any questions, please
call Cathy Hasenpflug in Human Resources (510) 649-3844.
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 for no reason. Similarly, the Company
is free to conclude its employment relationship with you at any time, with or
without cause.
For purposes of federal immigration law, you will be required to provide to
the Company documentary evidence of your identify 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 for the terms of your employment with the Company and supersedes any
prior representations or agreements, whether written or oral. This letter may
not be modified or amended except by a written agreement signed by the
Company and by you. This offer is contingent upon our successful completion
of your reference checks, and will expire June 30, 1999.
Welcome to Ask Jeeves!
Sincerely,
Ted Briscoe
Vice President
Enclosures
Accepted:
Date:
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Jeffrey S. Mahl