Employment Agreement - MessageMedia Inc. and Kelley Wood
[MESSAGEMEDIA LOGO]
October 4, 1999
Kelley Wood
Dear Kelley:
MessageMedia, Inc. ("MessageMedia" or the "Company") is pleased to offer you
employment on the terms and conditions stated in this letter, pending reference
checks. MessageMedia is offering you the position of VP Information Technology.
You will work at our facility located at 6060 Spine Road, Boulder, CO 80301. You
will report to the CEO. Of course, MessageMedia may change your position,
duties, and work location from time to time as it deems necessary. If you accept
this offer, we would like for you to begin work with MessageMedia on August 31,
1999.
Your rate of compensation will be $165,000 per year, less payroll deductions and
all required withholdings. You will be paid semi-monthly. You will be eligible
for all fringe benefits presently offered MessageMedia employees. Details about
such benefits are available for your review. The Company will also pay you a
relocation bonus of $15,000, less payroll deductions and all required
withholdings to cover moving costs and temporary housing. You will also be
eligible to earn an annual bonus with a target of 50% of your base salary.
You may, subject to approval by the Compensation Committee of the Board of
Directors, be eligible to receive an option to purchase 100,000 shares of the
Company's Common Stock (the "Option"), with an exercise price per share equal to
the fair market value of the Company's Common Stock on the date you start
employment with MessageMedia ("Vesting Commencement Date"). This Option will be
issued in accordance with the terms and conditions of the 1995 Stock Option
Plan.
The Option shall vest in accordance with the Company's standard form of option
agreement under the 1995 Stock Option Plan, as amended, which provides that 25%
of the shares subject to the option shall vest and become exercisable on the
first anniversary of the Vesting Commencement Date, and an additional 1/48th of
the shares subject to the option at the end of each one-month period thereafter
shall vest and become exercisable provided in each case that the optionee
remains an employee and/or consultant of the Company.
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You will be entitled to four weeks weeks of paid vacation during your first year
of service, which shall begin accruing monthly upon commencement of employment.
You will be eligible to use your accrued vacation after your first thirty (30)
days of employment, and in accordance with the provisions of the Employee
Handbook thereafter.
Should you accept this offer, your employment with MessageMedia will not be for
a specified term and may be terminated with or without cause and with or without
notice by you or by the Company at any time, for any reason or no reason. Any
contrary representations or agreements which may have been made to you are
superseded by this offer. The "at will" nature of your employment described in
this offer letter shall constitute the entire agreement between you and
MessageMedia concerning the nature and duration of your employment. Though your
job duties, title, compensation and benefits may change over time and you may be
subject to incremental discipline that doesn't include a termination, none of
these events change our agreement that you are an "at will" employee. In
addition, the fact that the rate of your salary is stated in units of years or
months and that your vacation accrues annually does not alter the at-will nature
of the employment, and does not mean and should not be interpreted to mean that
you are guaranteed employment to the end of any period of time or for any period
time. The "at will" term of your employment with MessageMedia can only be
changed in a writing signed by you and the President of the Company.
One of the conditions of your employment with MessageMedia is the maintenance of
the confidentiality of MessageMedia's proprietary and confidential information.
You will be required, prior to or on your start date, to execute the Company's
Proprietary Information and Inventions Agreement, attached hereto as Appendix A.
In your work for the Company, you will be expected not to use or disclose any
confidential information, including trade secrets, of any former employer or
other person to whom you have an obligation of confidentiality. You agree that
you will not bring onto Company premises any unpublished documents or property
belonging to any former employer or other person to whom you have an obligation
of confidentiality. In the performance of your duties for the Company, you will
be expected to use only that information which is generally known and used by
persons with training and experience comparable to your own, which is common
knowledge in the industry or otherwise legally in the public domain, or which is
otherwise provided or developed by the Company.
By joining MessageMedia, you are agreeing to abide by all laws and regulations,
all Company policies and procedures, to acknowledge in writing that you have
read the Company's Employee Handbook and that you are bound by the terms and
conditions of the Company's Proprietary Information and Inventions Agreement.
Violations of these policies may lead to immediate termination of employment. As
required by law, this offer is subject to satisfactory proof of your right to
work in the United States.
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We are looking forward to having you join MessageMedia, Inc. If you wish to
accept this offer, please sign below and return the fully executed letter prior
to the expiration date of August 31, 1999. You should keep one copy of this
letter for your own records.
Very truly yours,
MESSAGEMEDIA, INC.
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Larry Jones Date
CEO & President
Acceptance:
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Kelley Wood Date
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