Employment Agreement - MatrixOne Inc. and Don Hunt
[MATRIXONE LOGO]
December 3, 2001
Don Hunt
105 Reservation Road
Andover, MA 01810
Dear Don:
I am very pleased to offer you the opportunity to work as an employee at-will of
MatrixOne, Inc. ("the Company") as Senior Vice President, Worldwide Field
Operations reporting to Mark O'Connell, President & CEO. Your starting salary
for this exempt position will be $9615.39 bi-weekly, which is equivalent to
$250,000.00 per year. Your start date will be December 3, 2001; working from our
Westford, MA office.
You will also be eligible to participate in the MatrixOne Executive Sales
Incentive Compensation Plan that is valued at approximately $150,000.00 on
annual basis.
Your On Target Earnings are $400,000.00 on an annual basis. The Company agrees
that for the period beginning on the Start Date and ending on June 30, 2002 (the
end of fiscal year 2002) the Company shall pay you at the rate of your On Target
Earnings on a prorated basis. Thereafter, the payment of your incentive
compensation shall not be guaranteed but shall depend on your achievement of
targets set by the Company subject to the terms and conditions of the Sales
Incentive Compensation Plan. The details of your incentive compensation for
fiscal year 2003 will be determined by the Company at the end of the current
fiscal year.
Subject to the approval of the Company's Board of Directors (the "Board"), you
will be granted the option to purchase 450,000 shares of Company common stock,
at a price equal to the fair market value on the date of the grant. The options
will be subject to and governed by the terms and conditions of a stock option
agreement between you and the Company and the Company's 1996 and 1999 Stock
Plans. 50,000 of these stock options will vest immediately on December 3, 2001.
The remaining 400,000 stock options will vest quarterly and will be 100% vested
at the completion of a four-year period.
MatrixOne, Inc. offers a comprehensive insurance program designed to provide
protection for its employees and their families. The package includes Basic
Life, Accidental Death and Dismemberment, Medical, Dental, Vision, Short and
Long Term Disability. You are also eligible to participate in the Section 105
executive reimbursement health plan. In addition, the Company also provides a
401(K) Retirement Savings Plan, Stock Purchase Plan and four weeks of vacation
per year.
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[MATRIXONE LOGO]
Lastly, the Company agrees that, in the event your at-will employment is
terminated for any reason by the Company, you will be paid severance at the rate
of your On-Target Earnings for the period of twelve months immediately following
the date of your termination (the " Severance Period"). If you are employed in
any capacity, or engaged as a consultant, by another individual or entity at any
time during the Severance Period, then the Company will pay you at the rate of
fifty percent of your On Target Earnings for the remainder of the Severance
Period. All severance payments shall be paid in accordance with the Company's
normal payroll practice and shall be conditioned upon your execution of a
release agreement in a form acceptable to the Company as well as your continued
compliance with the post-employment covenants contained in the Employee Secrecy,
Invention and Non-compete Agreement.
As a condition of this offer you will be required to read and acknowledge the
enclosed Employee Secrecy, Invention and Non-Compete Agreement. By signing this
document you agree that your employment shall not cause you to use, distribute
or in any other way disclose confidential or proprietary information or material
from your employer or any third party.
Don, it is a pleasure to welcome you to the MatrixOne team. If you are in
agreement with this offer, please sign the original and return it with the
Employee Secrecy and Non-Compete Agreement in the enclosed envelope to my home
office attn: Jane Seitz, 23 Pembroke Way, Bedford, NH 03110. In addition, you
may also fax your signed offer letter to my confidential home office fax (603)
472-8778. Please do not hesitate to contact me at the office: (978) 589-4229,
home: (603) 472-4474 or mobile: (617) 513-5331 if you have any questions
regarding this offer.
This offer will remain in effect until the close of business on December 3,
2001.
Sincerely,
/s/ Jane Seitz
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Jane Seitz,
Vice President, Human Resources
Enclosures
Offer accepted by: /s/ Donald W. Hunt 12-3-01
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Signature Date