Employment Agreement - Interwoven Inc. and John Chang
[INTERWOVEN LETTERHEAD]
January 20, 1997
John Chang
915 Lantana Dr
Sunnyvale, CA 94086
RE: Offer Letter
Dear John,
Interwoven, Inc. (the "Company" or "Interwoven") is pleased to offer you a
position as Vice President of Marketing starting by February 3, 1997, at a base
monthly salary of $10,417 payable monthly. Interwoven will provide you with
basic medical insurance coverage from Lifeguard. You will also be entitled to
the benefits that Interwoven customarily makes available to employees in
positions comparable to yours.
In addition, the Company's Board of Directors has authorized the issuance
to you of options to purchase 180,000 shares (the "Options") of Company Common
Stock at a price to be determined by the Board of Directors. The 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
forty-five (45) days of the termination of your employment with Interwoven.
You will have a bonus plan which will include additional stock options and
cash payments. For on-plan performance, you should expect a total cash
compensation to be $200,000 for 1997 and an additional 30,000 options of shares.
For outstanding performance, you should expect that your total cash compensation
for 1997 to be $250,000 and to have an additional 60,000 options. We will, in
good faith, work out the details of the definitions for on-plan performance and
outstanding performance. But as a first cut, I would measure on-plan performance
as Interwoven achieving a $3,000,000 revenue for 1997. For outstanding
performance, I would include a profitability measure and a $4,500,000 revenue
target.
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 gained -- in any
new field or position. If you should have any questions about the "Employee
Confidential Information and Inventions Agreement," please call me.
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We hope that you and Interwoven will find mutual satisfaction with your
employment. All of us at Interwoven are very excited about your 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
regard 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 January 21, 1997.
Yours truly,
/s/ Peng T. Ong
Peng T. Ong
President and CEO
ACCEPTED:
/s/ John Chang
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John Chang
1/20/97
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Date