Employment Agreement - Interwoven Inc. and Jack Jia
[Interwoven Letterhead]
January 3, 1996 [SIC]
Jack Jia
6102 Royal Acorn Place
San Jose, CA 95120
RE: Offer Letter
Dear Jack,
Interwoven, Inc. (the "Company" or "Interwoven") is pleased to offer you a
position as Senior Software Engineer starting by January 27, 1997, at a base
monthly salary of $5,833 payable monthly. It is our intent to adjust your base
salary to $8,000 per month from April 1997.
In addition, the Company's Board of Directors has authorized the issuance
to you of options to purchase 90,000 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.
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 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
Initial: /s/JSJ
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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 7, 1996.
Yours truly,
/s/ Peng Tsin Ong
Peng Tsin Ong
President
ACCEPTED:
/s/ Jack Jia
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Jack Jia
1/7/97
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Date