Employment Agreement - Critical Path Inc. and Paul Bartlett
April 8, 2002
Mr. Paul Bartlett
45 Bear Gulch Drive
Portola Valley, CA 94028
Dear Mr. Bartlett:
On behalf of Critical Path, Inc. (the "Company"), I am pleased to offer you the
position of Senior Vice President, Business Development. Speaking for myself, as
well as other members of the Company's management team, we are all very
impressed with your credentials and we look forward to your future success in
this position.
The terms of your employment with the Company are set forth below:
POSITION You will be a Senior Vice President for the Company, working
out of the Company's offices in San Francisco, and reporting
to William McGlashan, Chief Executive Officer.
You agree to the best of your ability and experience that you
will at all times loyally and conscientiously perform all of
the duties and obligations required of and from you pursuant
to the express and implicit terms hereof, and to the
reasonable satisfaction of the Company. During the term of
your employment, you further agree that you will devote all of
your business time and attention to the business of the
Company.
START DATE Subject to fulfillment of any conditions imposed by this
letter agreement, you will commence this new position with the
Company on April 8, 2002. You will be contacted by Barbara
Wong, HR Director, for a schedule to complete your new hire
orientation.
LENGTH OF This agreement will terminate in six months from the start
date above. However, nothing in this
AGREEMENT provision changes the at-will nature of the employment
relationship.
COMPENSATION Your base salary will be $250,000.00 on an annualized basis.
Your salary will be payable in two equal payments per month
pursuant to the Company's regular payroll practices.
BENEFITS The Company will provide you and your eligible dependents with
generous Medical, Dental, and Vision benefits. You will also
receive Short-term Disability, Long-term Disability, and Life
Insurance. In addition, the Company offers employees the
opportunity to participate in its Flexible Spending Account,
Employee Assistance Program, 401(k) Plan, and Employee Stock
Purchase Plan. A complete overview of benefits will be
presented to you on your Start Date.
PAID TIME OFF You will receive 18 paid days off per year for the first four
complete years of service. This Paid Time Off will accrue at
the rate of 6 hours per pay period, or 12 hours per month.
STOCK OPTIONS In connection with the commencement of your employment, the
Company will recommend that the Employee Stock Compensation
Committee and/or Board Compensation Committee grant you an
option to purchase 250,000 shares of the Company's Common
Stock ("Shares") with an exercise price equal to the closing
price of Critical Path's stock on the last trading day prior
to your Start Date. These Shares will vest over six months.
Vesting will, of course, depend on your continued employment
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with the Company. These Shares will be subject to the terms of
the applicable Company Stock Option Plan and the Stock Option
Agreement between you and the Company.
PROOF OF RIGHT TO WORK
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.
A list of acceptable documents is available for your
reference. Please have your identity and employment
eligibility document(s) with you for your new hire
orientation.
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT
Your acceptance of this offer and commencement of employment
with the Company is contingent upon the execution and
submission of the Company's Proprietary Information and
Inventions Agreement ("Proprietary Agreement"), a copy of
which has been provided to you with this offer letter.
AT-WILL EMPLOYMENT
Notwithstanding the Company's obligation described herein,
your employment with the Company will be on an "at-will"
basis, meaning that either you or the Company may terminate
your employment at any time for any reason or no reason,
without further obligation or liability.
DISPUTE RESOLUTION PROCEDURE
You and the Company ("the parties") agree that any dispute
arising out of or related to the employment relationship
between them, including the termination of that relationship
and any allegations of unfair or discriminatory treatment
arising under state or federal law or otherwise, that cannot
be resolved through the Company's informal grievance
procedure, shall be resolved by final and binding arbitration
in San Francisco, California, except where the law
specifically forbids the use of arbitration as a final and
binding remedy. The following dispute resolution shall apply:
(a) The complainant shall provide the other party with a
written statement of the claim identifying any
supporting witnesses or documents and the requested
relief.
(b) The respondent shall furnish a statement of the relief,
if any, that it is willing to provide, and identify
supporting witnesses or documents. If the matter is not
resolved, the parties shall submit the dispute to
nonbinding mediation, paid for by the Company, before a
mediator to be selected by the parties.
(c) If the matter is not resolved through mediation, the
parties agree that the dispute shall be resolved by
binding arbitration. If the parties are unable to
jointly select an arbitrator, they will obtain a list of
arbitrators in San Francisco County, California, from
the Federal Mediation and Conciliation Service and
select an arbitrator by striking names from that list.
(d) The arbitrator shall have the authority to determine
whether the conduct complained of in section (a) of this
section violates the complainant's rights and, if so, to
grant any relief authorized by law; subject to the
exclusions of section (g) below. The arbitrator shall
not have the authority to modify, change, or refuse to
enforce the terms of any employment agreement between
the parties, or change any lawful policy or benefit
plan.
(e) The Company shall bear the costs of the arbitration if
you prevail. If the Company prevails, you will pay half
the cost of the arbitration or $500, whichever is less.
Each party shall pay its own attorney's fees, unless the
arbitrator orders otherwise pursuant to applicable law.
(f) ARBITRATION SHALL BE THE EXCLUSIVE FINAL REMEDY FOR ANY
DISPUTE BETWEEN THE PARTIES, SUCH AS DISPUTES INVOLVING
CLAIMS FOR DISCRIMINATION OR HARASSMENT (SUCH AS CLAIMS
UNDER THE FAIR EMPLOYMENT AND HOUSING ACT, TITLE VII OF
THE CIVIL RIGHTS ACT OF 1964, THE AMERICANS WITH
DISABILITIES ACT, OR THE AGE DISCRIMINATION IN
EMPLOYMENT ACT), WRONGFUL TERMINATION, BREACH OF
CONTRACT, BREACH OF PUBLIC POLICY, PHYSICAL OR MENTAL
HARM OR DISTRESS, OR ANY OTHER
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DISPUTES, AND THE PARTIES AGREE THAT NO DISPUTE SHALL BE
SUBMITTED TO ARBITRATION WHERE THE COMPLAINANT HAS NOT
COMPLIED WITH THE PRELIMINARY STEPS PROVIDED FOR IN
SECTIONS (a) AND (b) ABOVE.
(g) The parties agree that the arbitration award shall be
enforceable in any court having jurisdiction to enforce
this agreement, so long as the arbitrator's findings of
fact are supported by substantial evidence on the whole
and the arbitrator has not made errors of law; however,
either party may bring an action in a court of competent
jurisdiction regarding or related to inventions that you
may claim to have developed prior to joining the
Company, pursuant to California Labor Code Section 2870
("Disputes Related to Inventions"). The parties further
agree that for Disputes Related to Inventions which the
parties have elected to submit to arbitration, each
party retains the right to seek preliminary injunctive
relief in court in order to preserve the status quo or
prevent irreparable injury before the matter can be
heard in arbitration.
OFFER CONDITIONS
This offer is null and void if not accepted or declined by
close of business on April 8, 2002. This offer is also
contingent upon receiving your completed employment
application and the successful results of our independent
verification of your application.
We are delighted to be able to extend you this offer and look forward to working
with you. To indicate your acceptance of the Company's offer, please sign and
date this letter in the space provided below and return it to the Human
Resources department (if by fax, then to 415.541.2301), along with a signed and
dated copy of the Proprietary Agreement. This letter, together with the
Proprietary Agreement, constitute the full, complete, and exclusive agreement
between you and the Company regarding the matters herein and supersedes any
prior representations or agreements, whether written or oral. This letter may
not be modified or amended except by a written agreement, signed by the Company
and by you.
ACCEPTED AND AGREED: CRITICAL PATH, INC.
Name:_______________________________ By: /s/ William E. McGlashan, Jr.
--------------------------------
William E. McGlashan, Jr.
Chief Executive Officer
Signed: /s/ Paul T. Bartlett
-----------------------------
Date:________________________________
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Date: April 8, 2002
APPENDIX A
"Change of Control" shall mean the consummation of one of the following: (i) the
acquisition of 50% or more of the outstanding stock of the Company pursuant to a
tender offer validly made under any federal or state law (other than a tender
offer by the Company); (ii) a merger, consolidation or other reorganization of
the Company (other than a reincorporation of the Company), if after giving
effect to such merger, consolidation or other reorganization of the Company, the
shareholders of the Company immediately prior to such merger, consolidation or
other reorganization do not represent a majority in interest of the holders of
voting securities (on a fully diluted basis) with the ordinary voting power to
elect directors of the surviving entity after such merger, consolidation or
other reorganization; (iii) the sale of all or substantially all of the assets
of the Company to a third party who is not an affiliate of the Company.
"Cause" shall mean (i) failure or refusal to perform a directive of the Board of
Directors of the Company that is consistent with your duties and
responsibilities as set forth in paragraph 1 hereof (provided, that the Company
provides to you written notice specifying the nature of such failure or refusal
and the actions needed to be taken by you to cure the same and such failure or
refusal is not cured by you within thirty (30) days of receipt of such notice),
(ii) you shall have been determined to be guilty of willful misconduct or be in
material violation of your fiduciary obligations to the Company (provided, that
the Company provides to you written notice specifying the nature of such breach
and actions needed to be taken by you to cure same and such breach is not cured
by you within ten (10) days of receipt of such notice), (iii) you perform your
duties in a grossly negligent manner, or (iv) are convicted of any crime that
has a material adverse impact on (A) your ability to perform your duties
hereunder, (B) the Company or (C) the Company's business.
"Good Reason" shall be deemed to occur if (a)(1) there is a material adverse
change in employee's position causing such position to be of significantly less
stature or of significantly less responsibility, (2) there is a change in title,
(3) employee no longer reports to the Chief Executive Officer, (4) a material
reduction of employee's base salary compensation, (5) employee's refusal to
relocate to a facility or location more than forty (40) miles from the Company's
current location; and (b) within the sixty (60) day period immediately following
such material change or reduction employee elects to terminate his employment
voluntarily.