Offer Letter - Netezza Corp. and James Baum
June 1, 2006
Mr. James Baum
95 Hager Lane
Boxborough, MA 01719
Dear Jim:
I am pleased to offer you the position of President and Chief Operating Officer
of the Company. The date of the commencement of your employment will be on or
about June 26, 2006. Shortly following the commencement of your employment, you
will be presented for election as a member of the Board of Directors of the
Company.
Your annual base salary will initially be $300,000, payable semi-monthly. Your
salary may be adjusted from time to time in accordance with normal business
practice of the Company. You will be eligible to participate in the Company's
management incentive plan or other management bonus plans that may be
established by the Company from time to time. For the fiscal year ending January
31, 2007, (i) your target bonus shall be a pro-rated portion, based on the
percentage of the fiscal year for which your are employed by the Company, of
$125,000 and (ii) your bonus arrangements shall otherwise be the same as those
applicable to Jit Saxena, Chairman and CEO of the Company.
Promptly following the commencement of your employment with the Company, you
shall be granted an option under the Company's 2000 Stock Incentive Plan to
purchase 2,900,000 shares of common stock of the Company at an exercise price
equal to the fair market value of the common stock on the date of grant
(currently $1.25 per share). Subject to your continued employment by the
Company, this option (i) shall become exercisable over a five-year period, with
20% vesting on the first anniversary of the date of grant and the balance
vesting quarterly over the next four years, (ii) shall become vested for an
additional 20% (if you've been employed for at least one year) or 10% (if you've
been employed for less than one year) of the shares covered by the option in the
event of an acquisition of the Company, and (iii) shall otherwise be upon the
customary terms and conditions applicable to Company stock options.
In the event that your employment is terminated by the Company without Cause (as
defined below), you will continue to receive, for a period of one year after the
termination of your employment, semi-monthly payments equal to the total of your
annual base salary at the time of termination plus the amount of the bonus paid
to you with respect to the prior fiscal year (provided that if your employment
is terminated without Cause prior to the full payment of bonuses for the fiscal
year ending January 31, 2008, such prior bonus payment shall be deemed to be
$125,000). Your insurance benefits will continue during that year.
In the event that, following an acquisition of the Company (as defined in your
stock option agreement) your employment is terminated by the Company without
Cause or by you for Good Reason (as defined below), you will receive the
severance payments provided for in the preceding paragraph and any unvested
stock options held by you shall accelerate in full.
"Cause" shall mean a good faith finding by the Company that (a) you have
breached any of your material legal or contractual obligations to the Company
(other than as a result of incapacity) which breach (i) has not been cured by
you within 10 business days following written notice by the Company to you
notifying
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you of such breach and (ii) would have a material adverse effect on the Company,
or (b) you have engaged in grossor persistent misconduct with respect to the
Company, or (c) you have been convicted of or pleaded guilty or nolo contendere
to (i) any misdemeanor relating to the affairs of the Company which is injurious
to the Company or (ii) any felony. "Good Reason" shall mean (a) a reduction of
more than 15% in your annual base salary, (b) a significant diminution in your
authority and duties, without your prior consent, such that your employment
duties and responsibilities are no longer of an executive nature or (c) the
relocation of your principal place of employment to a location that is more than
30 miles further away from your residence than is your current principal place
of employment. The payment to you of the severance provided for above shall be
conditioned on your execution of a release of claims against the Company in a
form satisfactory to the Company.
You are eligible, from your date of hire, to participate in the Company's
medical and dental health programs for individual or family health insurance, as
well as 401K, Flexible Spending, and EyeMed Vision Care. You will receive a
complete package of information regarding these programs as well as enrollment
information during employee orientation.
The Immigration Reform and Control Act of 1986 (IRCA) requires that the Company,
like all employers, verify the employment authorization of every employee hired
in order to determined if the individual is legally authorized to work in the
United States. The verification process requires that all new employees complete
and sign an Employment Eligibility Verification Form (Form I9) certifying United
States citizenship or authorization to work in the United States. It also
requires that employers examine specific documents that the employee must
provide within three days of starting work or within twenty days if proof is
presented that a request has been made to the appropriate agency for the
necessary documents.
This offer is contingent on compliance with the IRCA and your execution of the
Company's standard forms of Inventions and Non-Disclosure Agreement and
Non-Competition Agreement. You acknowledge that the Company would not offer you
employment or grant you the stock option provided for above if you were not
willing to be bound by the terms of those Agreements. Your employment at the
Company is at-will, meaning that you or the Company can terminate the employment
at anytime with or without notice (subject to the severance arrangements
described above).
You represent to the Company that you are not bound by any agreement with a
previous employer or other party that you would violate by accepting employment
with the Company or performing your duties as an employee of the Company. You
further represent that, in the performance of your duties with the Company, you
will not utilize or disclose any confidential information in breach of an
agreement with a previous employer or any other party.
On behalf of everyone here at Netezza, I am very pleased to offer you this
position. We welcome you to our company and know your contributions will help
make Netezza a fantastic success.
Please sign your acceptance of this offer below and return one full set of
documents found herewith. Please retain one set of copies for your records. If
you have any questions please contact me at (508) 665-6842.
Sincerely,
/s/ Jit Saxena
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Jit Saxena
President and CEO Accepted: /s/ Jim Baum 6/5/06
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Jim Baum