Employment Agreement - Centraal Corp. and Ted West
10 May 1998
Mr. Ted West
22 Venado Drive
Tiburon, CA 94920
Dear Ted,
I am extremely pleased to be able to offer you the position of Executive Vice
President of Sales and Marketing at Centraal Corporation. You will be reporting
directly to myself. I acknowledge your desire to be considered for the title of
Chief Operating Officer (COO) and have constructed a package that reflects that
level of seniority. The board will review your title before the end of 1998.
As EVP Sales & Marketing you will be responsible for Sales, Marketing and
Strategic Partnerships. Rusti Baker (Director Business Development), Amy Katch
(Director of Sales) and Gene McPherson (VP Communications) will report directly
to you.
Your start date will be 5/11/1998. I acknowledge that between this date and
7/1/1998 you will work 3 days a week. I further acknowledge that you will have
unpaid leave between 11-22 June 1998.
Your annual salary will be $150,000, which will be paid on a bi-weekly basis. A
further $50,000 will be paid as bonus during 1998. This will be contingent on
the company achieving its $10m revenue goal for 1998 and will be paid quarterly.
Payment will be proportionate to the percent of goal achieved.
Additionally I will recommend to the Centraal board of directors that the
following stock options be granted:
- 750,.000 shares of common stock at a $0.10 strike price. These to vest over
4 years on a monthly basis.
- 50,000 bonus options in 1998, 100,000 in 1999 and 100,000 in 2000 based on
achievement of agreed upon objectives (MBOs). These options will be priced
at the then current strike price and will vest over a four year period from
the date of offer. Vesting will be monthly.
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- You will have the option to purchase 250,000 shares of common stock,
currently held by myself, at a $0.45 price. The company may agree to loan
you $112,500.00 to pay for these at the appropriate time of excercise.
- Further, a pool of 500,000 of common stock, currently held by myself, will
be put aside and made available to you for purchase at $0.45 a share. You
will be entitled to purchase these should the company sell additional stock
at any point over the next 24 months. The number you purchase will be
capped at 500,000 and can only be 5% of any additional stock sold. The aim
is to maintain a 5% ownership by yourself up to a further 500,000 common
shares.
The option to buy these shares will last for 30 days from the date of any
additional stock sale. Payment will be within 60 days. The company will
entertain any request to advance a loan for these purchases, and will seek
repayment over 24 months.
There will be various protections for both you and Centraal Corporation built
into this offer:
1. In relationship to the 750,000 options, the company agrees that these will
vest monthly if legally possible. If not then, should the company terminate your
employment before 12 months, you will be permitted to vest the relevant
proportion of the first year options on the first anniversary of your
employment. Should you leave the company of your own volition within 12 months
all options will be cancelled (or returned at the $0.10 purchase price if
already vested).
2. All 1998 bonuses (cash and stock options) will be paid in proportion to the
goal of $10m revenues in 1998. Revenue is calculated as cash received in the
calendar year irrespective of accounting practices. You will be responsible for
objectives being defined and a compensation plan for the whole company being
developed. This will be effective by 1 Jan 1999 at the latest.
3. A promissory note to the company will cover the loan to facilitate the
purchase of common stock from myself. Should you leave the company of your own
volition you will repay this loan within 30 days or return the stock.
In addition to your compensation plan, Centraal offers a competitive benefits
package including the choice of several medical plans, dental, vision,
disability and life insurance, which are paid for by the company. You may choose
to purchase additional life insurance for you and your family at a nominal fee
from 3x to 5x your annual salary, not to exceed $500,000. We offer 3 weeks
vacation per year, as well as 13 paid holidays including a floating holiday to
be appointed by you.
Centraal Corporation reserves the right for either party to cancel employment at
will. This offer is contingent on:
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1. Proof of your eligibility to work in the US. You will receive an "I-9 Form"
for your completion, in accordance with the Immigration Reform and Control
Act.
2. Your signing and returning Centraal's non-disclosure agreement.
3. Your signing and returning this original letter to me no later than
May 11th 1998.
4. The approval of the board on 19 May 1998.
Ted, I really look forward to having you join the team! I know this goes for the
rest of the company.
/s/ Keith Teare
Keith Teare
Chief Executive Officer
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I accept this fantastic offer!
Name: Ted West
Signature: /s/ Ted West
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Start Date: 5/11/98
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