Employment Agreement - Internet Diamonds Inc. and Robert L. Paquin
(INTERNET DIAMONDS LETTERHEAD)
September 7, 1999
Dear Bob,
On behalf of Internet Diamonds, Inc. (the "Company"), I am pleased to offer you
the position of Chief Operating Officer, reporting to Mark Vadon. The terms of
your relationship with the Company will be as indicated herein.
1. Position. You will become Chief Operating Officer for the Company. As
such, you will have responsibilities as determined by Mark Vadon. These
responsibilities will include all information technology, call center,
and fulfillment operations. In addition, you will be invited to attend
meetings of the Board of Directors.
2. Signing Bonus. You will be paid a signing bonus of $75,000, less
payroll deductions and all required deductions.
3. Base Salary. You will be paid a base salary of $16,667 per month, less
payroll deductions and all required withholdings, which represents an
annualized rate of $200,000. Your salary will be payable in accordance
with the Company's standard payroll policies. In addition to your base
salary, you will be eligible for an annual performance bonus. Your
annual performance bonus will be guaranteed to be at least 25% of your
base pay for your first three years of employment.
4. Stock Options. We will recommend to the Board of Directors that you be
granted an incentive stock option to purchase 560,000 shares of common
stock of the Company (2.5% of outstanding shares). 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 (approximately $0.50). One
fourth (1/4) of the shares subject to such option will vest on the
one-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. 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.
5. Severance. If you are discharged by the Company without cause, you will
vest in an additional number of option shares equal to the number in
which you would have vested if your service had continued for an
additional 6 months. In addition, you will continue to receive your
base salary for 6 months.
1.
<PAGE>
6. 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. You will also be given a paid parking space in the
building.
7. Relocation. The Company will pay for relocation expenses, including
moving costs, airfare, temporary housing for up to 4 months, closing
costs (not including commissions) for both the sale of your current
home and the purchase of your new home, and one-half the commission for
the sale of your current home.
8. 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.
9. 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.
10. 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.
11. 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.
12. Start Date. To be determined.
2.
<PAGE>
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
September 10, 1999 and will terminate if not accepted by such date.
Very truly yours,
INTERNET DIAMONDS, INC.
/s/ Mark Vadon
-----------------------------------------------------
The foregoing terms and conditions are hereby accepted:
Signed: /s/ Robert L. Paquin
---------------------------------------------
Robert L. Paquin
Dated: September 8, 1999
----------------------------------------------
3.