Employment Agreement - CacheFlow Inc. and Alan Robin
[Letterhead of CacheFlow]
Exhibit 10.10
July 12, 1999
Mr. Alan Robin
San Francisco, CA
Dear Alan:
We are pleased to extend to you an offer to join us as the Senior Vice President
of Sales, reporting to the President & CEO.
Per our conversations, we have structured a compensation package that consists
of nine (9) primary components. They are as follows:
. You will receive an annual base salary of $150,000 paid according to
standard company payroll policies.
. You will have the ability to earn a target commission of $125,000 based on
meeting specific sales targets. After you start, you must work with the
President & CEO to establish these sales targets. For the first two
quarters the company will guarantee the target commission.
. You will be paid a $200,000 cash bonus less applicable federal and state
withholding taxes within 60 days of your start date with the company. You
will be paid another $200,000 cash bonus less applicable federal and state
withholding taxes on August 1, 2000.
. You will be granted an option to purchase 225,500 shares of the Company's
Common Stock, which represents 1.5% of the fully diluted capitalization of
the Company, including all outstanding common and preferred stock, all
outstanding options and warrants, and the pool reserved under the
Company's option plan. The exercise price per share will be equal to the
fair market value per share on the date the option is granted. You will
vest in 25% of the option shares after 12 months of service, and the
balance will vest in monthly installments over the next 36 months of
service, as described in the applicable stock option agreement.
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. You will be entitled to receive a cash bonus payable in the event that the
Company is subject to a Corporate Transaction (as defined in the Company's
1996 Stock Option Plan) while you are employed. The bonus will be equal to
the amount you would have received in that Corporate Transaction if you
held a number of shares of Series C Preferred Stock with a cost of
$1,000,000 less the amount you actually receive for holding an equivalent
number of shares of common stock at the time of the Corporate Transaction.
You will vest in the cash bonus at the rate of 25% after 12 months of
service, and the balance in monthly installments over the next 36 months
of service. No such bonus shall be payable after the Company's initial
public offering.
. In the event of a Corporate Transaction involving the Company, in which
you are not offered the same or similar position in the newly-combined
entity, you will receive one year of acceleration on the vesting of your
option shares and you will fully vest in the change in control cash bonus.
. In the event you are terminated without cause, you will receive one year
of acceleration on the vesting of your option shares, six months of
targeted salary, your cash bonus, and you will fully vest in the change
in control cash bonus. After three years of employment the vesting
acceleration and change in control bonus will decrease every month by one
month. At the end of four years you will not receive any acceleration of
vesting.
. You are eligible for all standard benefits according to the Company's
benefits plan. Information on the benefits will be supplied to you as soon
as possible.
. Like all Company employees, you will be required, as a condition to your
employment with the Company, to sign the Company's standard Proprietary
Information and Inventions Agreement, a copy of which is enclosed.
While you render services to the Company, you will not engage in any other
gainful employment, business or activity without the written consent of the
Company. While you render services to the Company, you also will not assist any
person or organization in competing with the Company, in preparing to compete
with the Company or in hiring any employees or consultants of the Company.
Your employment with the Company will be "at will," meaning that either you or
the Company will be entitled to terminate your employment at any time and for
any reason, with or without cause. Any contrary representations which may have
been made to you are superseded by this offer. This is the full and complete
agreement between you and the Company on this term. Although your job duties,
title, compensation and benefits, as well as the Company's personnel policies
and procedures, may change from time to time, the "at will" nature of your
employment may only be changed in an express written agreement signed by you and
the Company's President & CEO.
This letter and the enclosed Proprietary Information and Inventions Agreement
supersede any prior understandings or agreements, whether oral or written,
between you and the
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Company. These documents may not be amended or modified except by an express
written agreement signed by you and the Company's President & CEO. The terms of
this letter agreement and the resolution of any disputes will be governed by
California law.
This offer stands until the end of business on July 26, 1999, and your signature
below acknowledges your acceptance of these terms.
Best Regards,
/s/ Brian NeSmith
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Brian NeSmith Alan Robin
Cheif Executive Officer
Cacheflow Inc.