Employment Agreement - Plumtree Software Inc. and John Kunze
PLUMTREE SOFTWARE, INC.
235 Pine Street, 16th Floor
San Francisco, California 94104
July 27, 1998
John Kunze
325 University Avenue
Menlo Park, CA 94025
Dear John:
I am delighted to extend to you this employment offer as President and
Chief Executive Officer of Plumtree Software, Inc. (the "Company") reporting to
the Board of Directors. This letter outlines commitments that we have verbally
communicated.
Your base salary will be $200,000 per annum, payable in accordance with the
Company's standard practices. For the year ended December 31, 1999, you will be
eligible to receive a bonus in addition to your base salary in an amount of up
to $100,000, or fifty percent of your base salary. Payment of the bonus will be
payable following that year end to the extent that you and the Company realize
objectives to be established by you and the Board of Directors for that fiscal
year (the "CEO Objectives"). Realization of such goals will reasonably and
conclusively be determined by the Board of Directory. No bonus will be payable
for the year ended December 31, 1998. In addition, in the even that your
employment is terminated without cause, as reasonably and conclusively
determined by the Board of Directors, the Company will pay you an additional (i)
twelve months of base salary at the time of termination, if terminated prior to
one year from your employment commencement date, or (ii) six months of base
salary at the time of termination, if terminated any time thereafter. For the
purposes of this letter: (a) "cause" means a willful act or omission involving
material injury to the Company, gross misconduct or fraud; willful disobedience
of reasonable directives of the Board; or conviction of a felony; and (b) your
employment will be deemed to have been terminated by the Company without cause
if you resign following any material reduction in your compensation and
benefits, title or duties (measures against those described herein) or the
Company's requirement that you move your primary business location more than
fifty miles from San Francisco.
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In addition, you will receive options to purchase 921,363 shares of the
Company's Common Stock (the "First Option") pursuant to the Company's 1997
Equity Incentive Plan (the "Plan"). Twenty-five percent of such options will
vest upon your commencement of employment with the Company; provided, that the
Company shall have a right of repurchase of these shares at the exercise price
in the event that you terminate your employment or the Company terminates your
employment for cause, as reasonably and conclusively determined by the Board of
Directors, during the first year of your employment. The remaining options will
vest in equal amounts commencing after twelve months of continuous employment at
the rate of 1/36th of such remaining options per month. All such options will
vest after four years of employment at the Company. The exercise price of such
options will be equal to the fair market value of the Company's Common Stock, as
determined by the Board of Directors, at a meeting of the Board of Directors
following your acceptance of this offer.
You also will receive options to purchase 230,341 shares of the Company's
Common Stock pursuant to the Plan (the "Second Option," and, together with the
First Option, the "Options"). These options will commence vesting on January 1,
2000 in the event that you and the Company realize all of the CEO Objectives.
Realization of such objectives will reasonably and conclusively be determined by
the Board of Directors. In such event, upon twelve months of continuous
employment thereafter, (January 1, 2001), 25% of such options will vest. The
remaining options will vest in equal amounts thereafter at the rate of 1/36th of
such remaining options per month. The exercise price of such options will be
equal to the fair market value of the Company's Common Stock, as determined by
the Board of Directors, at a meeting of the Board of Directors following your
acceptance of this offer. If the CEO Objectives are not met by you, the option
will vest in its entirety on the seventh anniversary of the option grant date if
you then are a continuing employee of the Company. The CEO Objectives will be
determined promptly upon your acceptance of this offer and attached to the
Second Option.
Fifty percent (50%) of the then unvested shares subject to the Options will
be accelerated in the event of a Change of Control of the Company, as
hereinafter defined; provided, that no shares shall vest with respect to the
Second Option in the event that the Change of Control occurs or is agreed to
prior to December 31, 1999; and provided further, that no shares of either
Option shall be accelerated in the event that the Company determines that such
acceleration may prohibit the Company from accounting for the Change of Control
transaction as a "pooling of interests." For purposes of this paragraph, a
Change of Control shall be as set forth in the Com-
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pany's Articles of Incorporation, which includes (i) an acquisition of the
Company by means of a merger or other form of corporate reorganization in which
outstanding shares of the Company are exchanged for securities or other
consideration issued, or caused to be issued, by the acquiring corporation or
its subsidiary (other than a mere reincorporation transaction) or (ii) a sale of
all or substantially all of the assets of the Company.
The Company presently provides medical and dental coverage for its
employees and their eligible dependents at no additional cost. In addition, the
Company presently provides its employees with vision, life, accidental death and
dismemberment and disability salary continuation insurance. Benefit coverage
begins on the date of your employment with the Company.
As a condition to your employment, you will be required to sign an
Employee Confidentiality Agreement. In accordance with applicable law, you also
will be required to demonstrate employment eligibility, which includes
verification of your identity and of your authorization to work in the United
States. The Company will request this documentation on your first day at work,
and such documentation must be provided no later than three business dates
thereafter.
Please understand that your employment will be voluntarily entered into
and for no specific period. As a result, you will be free to resign at any time,
for any reason, or for no reason. Similarly, the Company will be free to
terminate your employment or this at-will employment relationship with you at
any time, with or without cause, subject to the last two sentences of the second
paragraph set forth above.
The terms described in this letter shall be the terms of your employment
and shall supercede any prior discussions, writings or commitments. Any
additions or modifications must be in writing and signed by you and the
appropriate officer of the Company. The Options shall be subject to the terms
and conditions of the Options and the Plan, which terms and conditions shall be
consistent with but supercede and replace the terms of this letter.
As we have discussed, you will be elected to the Company's Board of
Directors upon commencement of your employment with the Company.
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We are confident that you have the talent, dedication and enthusiasm to
help us realize our plans at Plumtree. While we recognize that there is much
work to be done, we look forward to building this Company with you.
Very truly yours,
/s/ PIERRE LAMOND
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Pierre Lamond
Acting Chief Executive Officer
ACCEPTED AND AGREED:
/s/ JOHN KUNZE
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John Kunze
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