Employment Agreement - Blue Nile Inc. and Susan S. Bell
August 22, 2001 (BLUE NILE LETTERHEAD)
Dear Susan,
On behalf of Blue Nile, Inc. (the "Company"), I am pleased to offer you the
position of Vice President, Marketing, reporting to Bob Paquin. The terms of
your relationship with the Company will be as indicated herein.
1. Position. You will become Vice President, Marketing for the Company. As
such, you will have responsibilities as determined by Bob Paquin.
2. Base Salary. You will be paid a base salary of $15,000 per month, less
payroll deductions and all required withholdings, which represents an
annualized rate of $180,000. Your salary will be payable in accordance
with the Company's standard payroll policies.
3. Stock Options. We will recommend to the Board of Directors that you be
granted an incentive stock option to purchase 315,000 shares of common
stock of the Company. The exercise price will be the fair market value
of the common stock as determined by the Board of Directors on the date
of grant. One fourth (1/4) of the shares subject to such option will
vest on the first year anniversary of your hire date and one
forty-eighth (1/48) of the shares subject to such option will vest each
month thereafter as long as your employment continues with the Company.
In the event the Company is acquired, an additional one-eighth (1/8) of
the shares will vest immediately. In the event the company is acquired,
and then your employment is terminated without cause within 12 months
following the acquisition date, any remaining unvested shares shall
vest immediately upon termination. The Company's 1999 Equity Incentive
Plan, the Grant Notice and the Stock Option Agreement shall govern the
terms of this option grant in all respects.
4. Benefits. You will be eligible to receive healthcare and dental
benefits, life and disability insurance and enrollment in the Company
401k plan effective on the first of the month following your date of
employment. The Company agrees to pay one-half of the cost of extending
healthcare and dental benefits to your spouse and children.
5. Standard Employee Agreement. Like all employees, you will be required
to sign the Company's standard Employee Proprietary Information and
Inventions Agreement relating to the protection of the Company's
proprietary and confidential information and assignment of inventions.
In addition, you will be required to abide by the company's strict
policy that prohibits any new employee from using or bringing with him
or her from any previous employer any confidential information, trade
secrets, or proprietary materials or processes of such former employer.
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(BLUE NILE LETTERHEAD)
6. Federal Immigration Law. For purposes of federal immigration law, you
will be required to provide to 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. Documents that can satisfy these requirements are a United
States passport or a valid driver's license and a social security card.
7. At-Will Employment. Your employment is at will, as defined under
applicable law. This means you may voluntarily quit for any reason
whatsoever simply by notifying the Company. Likewise, the Company may
terminate your employment at any time and for any reason whatsoever
with or without cause or advance notice. This at-will employment
relationship cannot be changed except in a writing signed by a Company
officer.
8. Entire Agreement. This Agreement, together with your Employee
Proprietary Information and Inventions Agreement, constitutes the
entire agreement between the parties and supersedes all other
agreements or understandings. This agreement may be amended only by
written agreement signed by you and the Company.
9. Start Date. September 17, 2001.
Again, let me indicate how pleased we all are to extend this offer, and how much
we look forward to working together. Please indicate your acceptance by signing
and returning the enclosed copy of this letter. This offer is valid until August
28, 2001 and will terminate if not accepted by such date.
Very truly yours,
BLUE NILE, INC.
/s/ Mark Vadon
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The foregoing terms and conditions are hereby accepted:
Signed: /s/ Susan S. Bell
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Susan S. Bell
Dated: August 28, 2001
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