Employment Agreement - RedEnvelope Inc. and Pamela Knox
May 20, 2003
Pamela Knox
RE: EMPLOYMENT TERMS
Dear Pamela:
On behalf of RedEnvelope ("Company"), I am very pleased to offer you the
position of Senior Vice President of Marketing on the following terms.
You will report directly to the Chief Executive Officer, and will work in our
San Francisco office. The position of Senior Vice President of Marketing is
exempt from any overtime pay. Your primary duties in this position will be to:
(1) provide leadership in developing and implementing marketing strategies
which enhance the RedEnvelope brand, (2) manage all marketing and advertising
investment in order to achieve growth and profitability targets, and (3) direct
budgeting and tactical planning for the Marketing, Web Store and Customer
Service areas. You will also be responsible for any other projects or
assignments as directed by the CEO. At all times during employment with the
Company, you will devote your full energies, abilities and productive business
time to the performance of your job for the Company and will not engage in any
activity that would in any way interfere or conflict with the full performance
of any of your duties for the Company.
You will receive a salary of $9,615.39 on a bi-weekly basis ($250,000
annualized), less applicable payroll deductions and all required withholdings,
in accordance with the Company's regular payroll practices.
The Company also agrees to pay for regular relocation expenses from Forest
Hills, New York to San Francisco, California. In addition, the Company agrees
to pay for temporary housing for up to 60 days.
Commencing the month following your start date and while employed as a
full-time employee on the regular payroll of the Company, you will be eligible
to participate in the Company's standard benefits package. You will also be
eligible for the Company's standard PTO and holiday benefits. According to the
Company PTO policy, you will be eligible for 20 PTO days, plus 3 Float Days and
7 Holidays. After three years of service, the PTO allowance will increase to 22
days. The Company may modify or cancel benefits from time to time, as it deems
appropriate in its sole discretion.
<PAGE>
Pamela Knox
May 20, 2003
Page 2
In addition, after hiring, we will recommend that the Board of Directors of the
Company ("Board") grant you an option to purchase 625,000 shares of the
Company's common stock. The specific characteristics, terms and conditions of
the options mentioned above, including the strike price and applicable vesting
schedule, will be set forth in the option plan and grant documentation to
follow after approval by the Board at the time of your start date. However, it
has been agreed that 125,000 shares will vest immediately upon start date.
Twenty-five percent (25%) of the remaining 500,000 shares shall vest on the one
(1) year anniversary of the Vesting Commencement Date (start date) and the
balance of the shares will vest in equal, successive monthly installments over
the following 3-year period thereafter. Vesting will, of course, depend on your
continued employment with the Company.
Your employment with the company is for no specified duration and may be
terminated either by you or the Company at any time and for any reason
whatsoever, with or without cause or advance notice. The Company also retains
the right to make all other decisions concerning your employment (e.g., changes
to your position, title, level, responsibilities, compensation, job duties,
reporting structure, work location, work schedule, goals or any other managerial
decisions) at any time, with or without cause or advance notice, as it deems
appropriate in its sole discretion. This at-will employment relationship cannot
be changed except in writing signed by you and the Company's Chief Executive
Officer. If the Company terminates your employment without cause, in exchange
for you signing a general release of any and all claims, the Company will pay
you severance in the total amount of $125,000, less applicable payroll
deductions and all required withholdings. This severance amount will be paid in
biweekly installments, less applicable payroll deductions and all required
withholdings, in accordance with the Company's regular payroll schedule, during
the six calendar months following the termination of your employment. In
addition to this payment, your existing coverage under the Company's group
health plan (and, if applicable, the existing group health coverage for your
eligible dependents) will continue for the six calendar months following the
termination of your employment.
Your employment with the Company pursuant to this offer is contingent on you
signing the Company's standard employee confidentiality and invention
assignment agreement (attached) prior to your start date, providing
satisfactory proof of your right to work in the United States as required by
law, and on the Company's verification of your qualifications, background,
experience and references. If employed, you will comply at all times with all
Company policies, rules and procedures as they may be established, stated
and/or modified from time to time at the Company's sole discretion.
Prior to your first day of work with the Company, you will have previously
returned any confidential, proprietary or trade secret information belonging to
any prior employer and will not use such information in your employment with
the Company. You will also strictly adhere to the terms of any lawful
restrictive covenants entered into between you any prior employers.
Except as specified below, to the fullest extent allowed by Law, any and all
disputes, claims or controversies of any kind arising out of or related in any
way to hiring, employment or the
Pamela Knox Offer
<PAGE>
Pamela Knox
May 20, 2003
Page 3
termination of employment with the Company (including without limitation any
statutory or common law claims against the Company or any of its agents or
employees) shall be fully and finally resolved through binding arbitration,
between a neutral arbitrator, pursuant to the California Arbitration Act,
California Code of Civil Procedure section 1280, et seq. You and the Company
therefore waive any right to a jury trial on any such claims or matters. Any
arbitration between the parties will be conducted before the American
Arbitration Association ("AAA") in San Francisco, California, under the AAA's
then existing national rules for the resolution of employment disputes, as
modified in any respect necessary to comply with the requirements of California
Law for enforcement of arbitration agreements regarding employment-related
disputes. This arbitration provision shall not apply to any claims for
injunctive or other similar equitable relief. Before commencing any
arbitration proceedings, any dispute between you and the Company or any of its
agents or employees shall first be submitted, in writing to the Company's Human
Resource Officer (or if none, to the head of Finance & Accounting) for a good
faith attempt at resolution.
This letter sets forth the entire agreement between you and the Company on the
terms of your employment with the Company and supersedes any prior
representations, understandings, promises or agreements, whether oral or
written, by anyone regarding employment with the Company. The employment terms
in this letter may only be modified in writing signed by both you and the
Company's Chief Executive Officer.
If you wish to accept employment with the Company under the terms described
above, please sign and date this letter and return it to me by 5:00 p.m. PST on
May 21, 2003. If you accept our offer, we would like you to start with us on
May 30, 2003 or as soon thereafter as possible.
Pamela, we are excited for you to join our team, and look forward to working
with you.
Sincerely,
RedEnvelope, Inc.
By: _____________________________________
Title: __________________________________
ACCEPTED AND AGREED:
PAMELA KNOX
________________________________________ ______________________
Signature Date
Pamela Knox Offer