Employment Agreement - Constant Contact Inc. and Steven R. Wasserman
[Constant Contact letterhead]
December 1, 2005
Steven R. Wasserman
16 Liberty Road
Medway, MA 02053
Dear Steven:
It is my pleasure to present you with an offer to join Constant Contact. As the
industry leader in permission-based email marketing for small and medium
businesses, the prospects for future growth and overall success depend largely
on the talent and skills of the individuals we bring into the organization. We
look forward to your joining Constant Contact and the beginning of a mutually
rewarding relationship!
The following sets forth the terms and conditions of our offer of employment to
you:
- You will be hired as our Vice President and Chief Financial Officer,
reporting to me, Gail Goodman, Chief Executive Officer.
- Your starting base pay shall be at a semi-monthly rate of $6,875.00
(annualized this equates to $165,000). You will be paid in accordance
with the Company's normal payroll practices as established or modified
from time to time
- You will have an additional incentive compensation plan with an
annualized target of $40,000.00. The incentive compensation targets
will be set by the Board of Directors.
- Associated with the position will be participation in the Company's
Stock Option Plan, through an option granted you to acquire (or, at
your election, you will be granted restricted shares of company common
stock) aggregating 147,700 shares of company common stock,
representing approximately 1% of Constant Contact's common shares on a
fully-diluted basis (including unissued stock options). For these
shares; (A) the grant will be made on December 8,2005 on terms set
forth below or as otherwise govern equity grants / awards to members
of the company's executive team; (B) the grant shall vest twenty-five
percent (25%) after one full year of service and six and a quarter
percent (6.25%) per quarter thereafter; (C) not withstanding (B), if
there is a change of control respecting the company, 50% of all
unvested option (or restricted) shares shall immediately vest, and all
remaining unvested option (or restricted) shares shall immediately
vest if you are thereafter terminated within the first year after a
change of control; (D) the option exercise (or restricted share
purchase) price shall be $0.08 per share of company common stock.
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- You will be entitled to participate in all company compensatory plans
and arrangements in which other members of the company's executive
team are eligible to participate on the same basis as such other
executive team members.
- We confirm that you and your dependents will be immediately eligible
to participate in, and to be covered under, the company's medical PPO
benefit plan, without delay or regard to any re-existing condition.
- If your employment with Constant Contact is terminated, without cause
or if there is a significant change in responsibilities or location
that is unacceptable to you, you will be offered a severance package
equal to six months salary and to medical coverage for your and your
dependents for six months after the date of your termination.
- Your employment with Constant Contact will begin on DECEMBER 12, 2005
or as mutually agreed. You will be expected to devote all of your
working time to the performance of your duties at Constant Contact
throughout your employment with the Company. No provision of this
letter shall be construed to create an express or implied employment
contract, or a promise of employment for any specific period of time.
Your employment with Constant Contact is "at-will" and may be
terminated by you or Constant Contact at any time for any reason.
- This offer is in effect until December 7, 2005.
Administaff sponsors and administers our employee benefit plans. The Company
reserves the right to change or discontinue any of its health and welfare
benefits and/or policies and procedures, as it deems appropriate
It is the Company's understanding that you have made no agreements with any
other party that would restrict you from being employed by the Company in this
role. It is necessary for you to sign the Company's Nondisclosure,
Noncompetition and Developments Agreement, a copy of which is enclosed with this
letter.
Your employment with Constant Contact is conditioned on your eligibility to work
in the United States. On your first day of employment you must complete an 1-9
Form and provide Constant Contact with any of the accepted forms of
identification specified on the 1-9 Form.
Sincerely,
/s/ Gail Goodman
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Gail Goodman
Chief Executive Officer
ACCEPTED: /s/ Steven R. Wasserman DATE: 12/7/05
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