Employment Agreement - Interwoven Inc. and Mike Backlund
[INTERWOVEN LETTERHEAD]
May 1, 1998
Mr. Mike Backlund
1101 Pine Street
Huntington Beach, CA 92648
RE: Offer Letter
Dear Mike,
Interwoven, Inc. (the "Company" or "Interwoven") is pleased to offer you
the position of Vice President, Worldwide Sales starting by May 26, 1998, at a
base annual salary of $135,000.00. Additionally, you will be eligible for
$100,000 in annual incentive compensation provided you achieve revenue and other
MBO objectives, as mutually agreed with your manager. You will report to Martin
Brauns, President and CEO. You will also be entitled to the benefits that
Interwoven customarily makes available to employees in positions comparable to
yours.
In addition, subject to the approval of the Company's Board of Directors,
the Company is prepared to issue to you options to purchase 235,000 shares (the
"Options") of Company Common Stock at a price to be determined by the Board of
Directors. Additionally, provided you achieve the cumulative revenue goals for
the second half of 1998 and the first half of 1999, the company is prepared to
issue to you options to purchase an additional 65,000 shares in January of 1999.
Any Options will be issued pursuant to the Company's 1996 Option Plan and will
vest with respect to 25% of the shares subject to the Options one year after the
date of the grant and, thereafter, with respect to an additional 1/48 of shares
subject to the Options at the end of each calendar month after the first
anniversary of the date of grant. The right to exercise any vested Options shall
expire within ninety (90) days of the termination of your employment with
Interwoven.
The Company will assist you with reasonable and mutually agreed temporary
housing and rental car expenses in the Los Altos area through July of 1998. It
is the Company's expectation that you will complete your permanent relocation to
the Bay Area no later than the end of August 1998. The Company will reimburse
you for up to $20,000 in actual moving-related expenses.
The Company asks that you complete the enclosed "Employee Information and
Inventions Agreement" prior to commencing employment. In part, this Agreement
requests that a departing employee refrain from using or disclosing Interwoven's
Confidential Information (as defined in the Agreement) in any manner which might
be detrimental to or conflict with the business interests of Interwoven or its
employees. This Agreement does not prevent a former employee from using his or
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her general knowledge and experience -- no matter when or how
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gained -- in any new field or position. If you should have any questions about
the "Employee Confidential Information and Inventions Agreement," please call
me.
We hope that you and Interwoven will find mutual satisfaction with your
employment. All of us at Interwoven are very excited about you joining our team
and look forward to a beneficial and fruitful relationship. Nevertheless,
employees have the right to terminate their employment at any time with or
without cause or notice, and the Company reserves for itself an equal right.
Nothing in this letter is intended to modify this at will relationship
employment. We both agree that any dispute arising with respect to your
employment, the termination of that employment, or a breach of any covenant of
good faith and fair dealing related to your employment, shall be conclusively
settled by arbitration in accordance with the Voluntary Labor Arbitration Rules
of the American Arbitration Association (AAA) at the AAA office in San Jose.
For purposes of federal immigration law, you will be required to provide
Interwoven documentary evidence of your identity and eligibility for employment
in the United States. Such documentation must be provided to us within three
business days of your date of hire, or our employment relationship will be
terminated.
This letter and the "Employee Confidential Information and Inventions
Agreement" contain the entire agreement with respect to your employment. The
terms of this offer may only be changed by written agreement, although the
Company may from time to time, in its sole discretion, adjust the salaries and
benefits paid to you and its other employees. Should you have any questions with
respect to any of the items indicated above, please call me. Kindly indicate
your consent to this employment agreement by signing and returning a copy of
this letter and a completed "Employee Confidential Information and Inventions
Agreement" to me by May 6, 1998.
Yours truly,
/s/ Martin W. Brauns
Martin W. Brauns
President and CEO
ACCEPTED:
/s/ Mike Backlund
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Mike Backlund