Employment Agreement - NetGravity Europe Ltd. and Jitendra Valera
Jitendra Valera PRIVATE & CONFIDENTIAL
May 13, 1998
Dear Jitendra,
As we have previously discussed, we are pleased to offer you the position of
Vice President and General Manager of Europe with NetGravity Europe Limited
subject to the terms and conditions outlined in this letter.
In this position, you will initially report directly to the CEO, NetGravity,
US. and will be responsible for all activities relating to the sales of
NetGravity products and services in the assigned Europe, Middle East &
Africa-EMEA territories.
SALARY
Your annualized base salary will be 82,500 (pds) together with a commission
target of 60,000 (pds) per annum. Your total on-target earnings will
therefore be 142,500 (pds) This will be prorated based on start date. Your
commission sales target will be based on quarterly revenue targets and
achievement, to be mutually agreed upon.
A car allowance of 1250(pds) per month (less any taxes due) will be granted,
with all other vehicle running costs relating to business activities being
covered by mileage payment paid through normal expense claims.
BENEFITS
You will be entitled to join the company health scheme, currently through
PPD, on completion and acceptance of their application criteria, that covers
yourself and your spouse and offspring. This cover will be at the Platinum
level Band B, not to exceed 3000 (pds) per year.
The company will provide Permanent Health Insurance and Death In Service
(DIS) Insurance for you. We will cover PHI for an additional $120.46 (pds)
per month, and DIS for an additional 1500 (pds) per year.
The company will provide you with 25 days annual leave over and above the UK
statutory holidays. You will be eligible to earn an additional 1 day per year
for each year of employment, not to exceed 30 days annual leave per year.
The company will provide 10% of your base salary into a private pension of
your choice.
Should you accept this offer, the Company will grant you, on the start date of
your employment, and upon approval of the Board of Directors, an Incentive
Stock Option (the "Option") to purchase 85,000 (Eighty-Five Thousand) shares
of the Company's Common Stock at an exercise price equal to the current fair
market value of the shares on the date of board approval. The Option will
vest as to 1/4th of the shares twelve months after vesting commences, and as
to an additional 1/48th of the shares each month thereafter until fully
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vested, provided, of course, that you are still employed by the Company on
such dates. The Option would be granted under the Company's 1995 Stock Option
Plan and would be subject to the terms and conditions of the Plan and of the
Company's standard form of Option Agreement.
SEVERANCE BENEFITS
(a) Termination Following A Change of Control
(i) Involuntary Termination. If the Executive's employment with
the Company terminates as a result of an Involuntary
Termination at any time within twelve (12) months after a
"Change of Control" (as defined below), then the Executive
shall be entitled to receive a lump-sum severance payment equal
to eighteen (18) months of the Executive's base salary (as in
effect immediately prior to the Change of Control).
(ii) Definition of Change of Control. For the purpose, "Change of Control" of
the Company is defined as:
(A) Any "person" (as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended)
is or becomes the "beneficial owner" (as defined in Rule
13d-3 under said Act), directly or indirectly, of
securities of the Company representing 50% or more of the
total voting power represented by the Company's then
outstanding voting securities; or
(B) The date of the consummation of a merger or consolidation
of the Company with any other corporation that has been
approved by the stockholders of the Company, other than a
merger of consolidation which would result in the voting
securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities
of the surviving entity) at least fifty percent (50%) of
the total voting power represented by the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation,
or the stockholders of the Company approve a plan of
complete liquidation of the Company; or
(C) The date of the consummation of the sale or disposition
by the Company of all or substantially all the Company's
assets (if Executive transfers employment to the
purchaser).
(b) Other Termination of Employment
In the event the Executive is terminated for other than what has been
described in (a) above the Parties hereto agree to provide each other
with 6 months advance notice of such termination (or pay in lieu thereof).
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EMPLOYMENT CONDITIONS
Upon your employment you will be asked to sign a standard Employment
Agreement which confirms your agreement to hold in confidence any proprietary
information received as an employee of NetGravity and to assign to the
Company any inventions that you make while employed in your position. We wish
to impress upon you that we do not wish you to bring with you any
confidential or proprietary material of any former employer or to violate any
other obligation to your former employers.
Please confirm your acceptance of the Company's offer by completing and
returning to me one copy of this letter.
This offer will remain open until May 20, 1998. We sincerely hope that you
will accept this offer and look forward to working with you as we build the
success of NetGravity.
Very truly yours,
/s/ John Danner
John Danner
CEO
ACKNOWLEDGED AND ACCEPTED:
May 12, 1998 /s/ Jitendra Valera
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Date Jitendra Valera
Intended Start Date: May 12, 1998