Employment Agreement - RedEnvelope Inc. and Eric Wong
August 20, 2004
Eric Wong
638 Island Place
Redwood City, CA 94065
RE: EMPLOYMENT TERMS
Dear Eric:
On behalf of RedEnvelope ("Company"), I am very pleased to confirm the following
terms of your employment as the Company's Chief Financial Officer.
You will report directly to Alison May, President and Chief Executive Officer,
and will work in our San Francisco office. The position of Chief Financial
Officer is exempt. Your primary high-level duties in this position will include
the management of the Company's financial planning, reporting and accounting
practices. You will also be responsible for any other projects or assignments as
directed by the President and Chief Executive Officer. 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 an annualized salary of $200,000, less applicable payroll
deductions and all required withholdings, in accordance with the Company's
regular payroll practices.
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.
The Company may modify or cancel benefits from time to time, as it deems
appropriate in its sole discretion.
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 all claims, the Company will pay you
six (6) months severance in the total amount of $100,000.00, 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.
As used in this agreement, "cause" shall mean material nonperformance or
misconduct in the performance of your duties and responsibilities as an
employee, indictment for a felony or another crime involving fraud or
dishonesty, or theft or misappropriation of assets of the Company having more
than nominal value.
<PAGE>
Eric Wong
August 20, 2004
Page 2
Your employment with the Company is contingent on your having signed the
Company's standard employee confidentiality and invention assignment agreement
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. 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.
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 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, before 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 a writing signed by both you and the
Company's Chief Executive Officer.
Sincerely,
RedEnvelope, Inc.
By: /s/ Alison May
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Alison May
Title: President and Chief Executive Officer
ACCEPTED AND AGREED:
ERIC WONG
/s/ Eric Wong 8/20/04
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Signature Date
Eric Wong Offer