Employment Agreement - Scient Corp. and Stephen Mucchetti
SCIENT
September 14, 1998
Mr. Stephen Mucchetti
48 East Ridge Road
Ridgefield, CT 06877
Dear Steve:
Scient Corporation is pleased to offer you the position of Executive Vice
President and Chief Operating Officer. This letter embodies the terms of
employment to you.
As Chief Operating Officer, you will be accountable for managing day to day
operations of the company, including global professional services, client
delivery, human resources, recruiting, and sales. Additionally, you will
participate in the executive management team to drive the strategic direction of
the company and will report to Bob Howe, President and CEO. You will also be
able to participate in the appropriate parts of the Board meetings, including
those related to strategic decisions. You will be located in New York for the
first year, and thereafter, we will mutually determine the location that best
suits all concerned.
Your starting salary will be $20,833.33 per month, paid on a semi-monthly basis.
An additional bonus of $50,000 will be paid in each of your first two years of
employment. In addition, you will be eligible for the following employee
benefits: medical insurance, vacation, sick leave, holidays, and 401K.
In addition, upon the commencement of your employment, the Board of Directors
will grant you a stock option grant for 500,000 shares of common stock under the
1998 stock option plan. The vesting price is to be determined by the Board of
Directors at the time of the grant. Such options will be subject to the
company's standard vesting schedule (25% vested after one year, monthly vesting
thereafter, all vested in four years).
Upon commencement of employment, you will immediately vest in 20% of the total
option grant.
Scient will also pay any legal expenses associated with any legal action brought
about by your prior employer, and Scient will retain legal counsel to advise you
personally on how you should conduct yourself in association with your
separation.
As an employee, you may terminate employment at any time and for any reason
whatsoever with notice to Scient. We request that, in the event of resignation,
you give the company at least two weeks notice. Similarly, Scient may terminate
your employment at any time and for any reason whatsoever, with or without cause
or advance notice. Furthermore, this mutual termination of employment agreement
supersedes all our prior written and oral communication with you and can only be
modified by written agreement signed by you and Scient.
If there is a change in control in the ownership of the company, you will be
vested an additional 12 months options at the effective date, provided that you
are terminated, constructively terminated, or you are not offered the COO
position in the surviving company.
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SCIENT
Additionally, if you are terminated or constructively terminated, you will be
vested an additional 12 months options, unless you materially breach the
employment agreement or commit a felony in the commission of your job
responsibilities.
If you are terminated or constructively by Scient, Scient will provide you with
one year severance pay, including benefits, a computer, and peripherals.
As a Scient employee, you will be expected to abide by the company's rules and
regulations. You will be specifically required to sign an acknowledgement that
you have read and understand the company rules of conduct which will be included
in a handbook which the company will soon complete and distribute. You will be
expected to sign and comply with a proprietary information and non-disclosure
agreement which requires, among other provisions, the assignment of patent
rights to any inventions made during your employment at Scient and non-
disclosure of proprietary information.
This offer is subject to your submission of an I-9 form and satisfactory
documentation respecting your identification and right to work in the United
States no later than three (3) days after your employment begins.
If you wish to accept employment at Scient under the terms set out above, please
sign and date this letter and return it to me by October 1, 1998 by fax at 415-
733-8223. If you accept our offer, your first day of employment will be
determined by us mutually.
We look forward to your favorable reply and to a productive and exciting work
relationship.
Sincerely,
/s/ Eric Greenberg
Eric Greenberg
Chairman of the Board
/s/ Stephen Mucchetti October 1, 1998
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Approved and Accepted Date
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