Employment Agreement - Interwoven Inc. and Steve Farber
[INTERWOVEN LETTERHEAD]
June 14, 1997
Steve Farber
514 Live Oak Lane
Redwood City, CA 94062
RE: Offer Letter
Dear Steve,
Interwoven, Inc. (the "Company" or "Interwoven") is pleased to offer you a
position as Chief Operating Officer starting by June 16, 1997, at a base monthly
salary of $10,000 payable monthly. Interwoven will provide you with basic
medical insurance coverage. 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 of options to purchase 480,000 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 (90) days of the termination of your
employment with Interwoven.
Should Interwoven terminate your employment within the first year of
employment, your severance package will include 60,000 shares and will ensure
that you are paid at least $50,000 (pre-tax) for your employment at Interwoven.
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.
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
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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 June 16, 1997.
Yours truly,
/s/ Peng T. Ong
Peng T. Ong
President
ACCEPTED:
/s/ Steve Farber
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Steve Farber
June 15, 1997
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Date