Employment Agreement - Ask Jeeves Inc. and Frank Vaculin
[LETTERHEAD]
January 5, 1999
Mr. Frank Vaculin
2715 Deer Meadow Drive
Danville CA 94506
Dear Frank:
I am pleased to offer you a position AS VICE PRESIDENT, WORLDWIDE CORPORATE AND
CONSUMER SALES for Ask Jeeves, Inc. ("the Company"). Your first day of
employment will be January 21, 1999 (your "Start Date"). You will report to Rob
Wrubel.
JOB DESCRIPTION
You will be in charge of all sales activities at Ask Jeeves, including:
- Meeting revenue targets
- Hiring, motivating, managing and retaining a sales force
- Defining, communicating and refining the sales plan and strategy
- Defining the sales infrastructure required
- Defining and implementing partnerships as appropriate
- Maintaining yourself and the competition abreast of the competitive
landscape
- Coordinating with business development and production groups at Ask
Jeeves
BASE SALARY
You will receive an annual salary of $175,000, 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 Sales at Ask Jeeves.
BONUS
You will be eligible to receive bonuses in 1999 based on the total recognized
revenues you achieve. This bonus will be paid on a quarterly basis, as soon as
final recognized revenues (unaudited) for the prior quarter are calculated.
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Frank Vaculin
01/05/99
Page 2
The bonus will be equal to 1.0% (one percent) of recognized revenue, as defined
below.
For the purposes of calculating this bonus, the following revenues will be
INCLUDED in the revenue figures:
- Ad sales revenues
- E commerce revenues
- Corporate systems (license, knowledgebase creation, maintenance, per
click fees, revenue sharing)
- Knowledgebase licensing revenues
- In general, all revenues derived from the day to day operations of the
company.
For the purposes of calculating this bonus, the following revenues will be
excluded in the revenue figures:
- Any revenues deriving from a merger or acquisition with another
company.
"Recognized Revenue" means revenue that is recognized on the Company's financial
statements, materially in accordance with generally accepted accounting
practices and Company policies.
Please note that this bonus plan is for 1999 only, and future bonus plans, if
any, will be defined at a later date.
GUARANTEED MINIMUM DRAW ON BONUS
Ask Jeeves will guarantee a total minimum draw of $40,000 of this bonus during
the six months following your Start Date. The prorated portion of this minimum
draw will be included in your regularly scheduled paychecks.
The minimum draw will be applied against all bonuses earned during the 12 months
following your Start Date.
No minimum draw will be guaranteed beyond the six-month anniversary of your
Start Date.
OPTIONS
Upon your employment you will be awarded an option to purchase 600,000 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 (which fair market value is expected to be the same as
the current fair market value of $0.3638 per share).
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Frank Vaculin
01/05/99
Page 3
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: (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 which
in the good faith and reasonable determination of the Company's Board of
Directors demonstrates gross unfitness to serve.
In the event your employment is terminated without cause at any time during your
employment, you will be entitled to a severance package of six months base
salary plus six months expected bonus (with a total of expected bonus and salary
not to exceed $150,000). In the event that your termination is due to change of
control of the Company, you will be entitled to the severance package defined in
the previous sentence plus immediate vesting of 6/48th of the options granted 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.
In all other circumstances, you will not be eligible for a severance package.
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.
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.
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Frank Vaculin
01/05/99
Page 4
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 of 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 8, 1999.
Welcome to Ask Jeeves!
Sincerely,
/s/ Robert Wrubel
Robert Wrubel
President
Ask Jeeves, Inc.
Enclosures
Accepted:
/s/ Frank Vaculin
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Frank Vaculin Date January 5, 1999