Employment Agreement - Interwoven Inc. and John Van Siclen
December 17, 1999
John van Siclen
35 Bryan Court
Alamo, CA 94507
Re: Employment Agreement
Dear John:
On behalf of Interwoven, Inc. (the "Company"), I am pleased to offer
you employment in the position of Vice President, Business Development reporting
to Martin Brauns, President and CEO. This letter sets out the terms of your
employment with Interwoven which will start on December 20, 1999.
You will be paid a base salary of $6,250.00 semi monthly (which equals
$150,000 per year), less applicable tax and other withholdings. Compensation
will include an incentive bonus of up to $90,000. This bonus will be earned
based on MBOs mutually agreed upon between your manager and yourself. You are
eligible to receive a quarterly draw equivalent to eighty (80%) of your
incentive bonus. You will also be eligible to participate in various Interwoven
fringe benefit plans, including group health insurance, the Interwoven 401(k)
plan, flex spending accounts, Employee Stock Purchase Plan, and paid time off
(PTO) programs.
You will be granted an option to purchase 70,000 shares of Interwoven
common stock under Interwoven's 1999 stock option plan at an exercise price
equal to the fair market value of that stock on your option grant date. Your
option will vest over a period of four years (25% at the end of one year, and
then 1/48 per month thereafter), and will be subject to the terms and conditions
of Interwoven's stock option plan and standard form of stock option agreement,
which you will be required to sign as a condition of receiving the option. You
will receive:
.60,000 total options to be granted at the rate of 5,000 options per
month or sooner at your option,
.34,000 options granted on start date at 85% of the fair market value
on the grant date.
We hope that you and the Company will find mutual satisfaction with
your employment. We are very excited about your joining our team, and we look
forward to a beneficial and fruitful relationship. Nevertheless, your
employment with Interwoven is "at will"; it is for no specified term, and may be
terminated by you or Interwoven at any time, with or without cause or advance
notice. As a condition of your employment, you will be required to sign
Interwoven's standard
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form of employee confidentiality and assignment of inventions agreement, and to
provide Interwoven with documents establishing your identity and right to work
in the United States. Those documents must be provided to Interwoven within
three days after your employment start date.
In the event of any dispute or claim relating to or arising out of
your employment relationship with Interwoven, this agreement, or the termination
of your employment with Interwoven for any reason (including, but not limited
to, any claims of breach of contract, wrongful termination or age, sex, race,
national origin, disability or other discrimination or harassment), you and
Interwoven agree that all such disputes shall be fully, finally and exclusively
resolved by binding arbitration conducted by the American Arbitration
Association in Santa Clara County, California. You and Interwoven hereby waive
your respective rights to have any such disputes or claims tried to a judge or
jury. Provided, however, that this arbitration provision shall not apply to any
claims for injunctive relief by either you or the Company.
This agreement and the confidentiality and stock option agreements
referred to above constitute the entire agreement between you and Interwoven
regarding the terms and conditions of your employment, and they supersede all
prior negotiations, representations or agreements between you and Interwoven.
The provisions of this agreement regarding "at will" employment and arbitration
may only be modified by a document signed by you and the President of
Interwoven.
We look forward to working with you at Interwoven. Please sign and
date this letter on the spaces provided below no later than December 20, 1999 to
acknowledge your acceptance of the terms of this agreement.
Sincerely,
Interwoven, Inc.
By /s/ David M. Allen
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I agree to and accept employment with Interwoven, Inc. on the terms
and conditions set forth in this agreement.
Date: December 20, 1999 /s/ John Van Siclen
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