Employment Agreement - WatchGuard Technologies Inc. and Jean Nassar
November 3, 2001
Jean Nassar
16880 Siler Ridge Lane
Beaverton, Oregon, 97007
Dear Jean,
We are very excited about having the opportunity to work with you at WatchGuard.
As a company, we thrive on the entrepreneurial spirit and excitement that feeds
our continued growth and success in the fast-paced and high-growth network
security marketplace. Specifically, we are an industry leader and innovative
company that continually strives to create superior network security products
and services that are easier to deploy and more cost effective than the
competition. As the executive of our worldwide marketing organization, and an
officer of the company (subject to Board of Director approval), you will be
responsible for creating and executing a marketing strategy that continues our
strong growth and places WatchGuard at the "top of the class" in the security
industry. We believe that you have the skills and ability to accomplish this
goal.
We are very pleased to offer you the position of Senior Vice President of
Marketing. In this capacity, you will report directly to me. Your compensation
package will include an annual salary of $225,000.00 payable in increments of
$9,375.00 on a semi-monthly basis (less applicable payroll taxes) on the
fifteenth and last business day of each month. You are also eligible to receive
an annual target bonus of up to $75,000 based on achievement of performance
objectives (both MBO and financial) that will be set by the Company after
consulting with you. Additionally, you will be eligible to receive a sign-on
bonus, upon execution of this agreement, totaling $50,000.00 (payable in equal
installments over a six (6) month period). However, in the event you terminate
your employment relationship with WatchGuard for any reason within one (1) year
from your hire date, you will pay to WatchGuard, within ten (10) days of the
date of your termination, the prorated amount of sign-on bonus that you received
from WatchGuard.
Subject to Board approval, the Company will grant you a stock option to purchase
250,000 shares of Company common stock with an exercise price equal to the fair
market value of a common share on the date of grant. You will also need to
execute the Company's standard stock option agreement and any policies
applicable to employees and officers of the company. This option will be subject
to vesting on the following terms: Assuming that you remain employed by the
Company, 250,000 shares will vest over 4 years with cliff vesting of 25% after
one full year, then monthly vesting for the remaining 3 years.
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Under the terms of your options, if your employment terminates within two (2)
years following a Corporate Transaction, unless due to termination for Cause or
your leaving without Good Reason, all unvested options will accelerate and
become vested. Additionally, 50% of your unvested options will vest upon
consummation of a Corporate Transaction. (These provisions and the capitalized
terms are described and defined in WatchGuard's 1996 Stock Option Plan.)
Further, if your employment is terminated without Cause, leave voluntarily for
Good Reason, or in the event of a Corporate Transaction that substantially
changes your employment, the following will apply: if you leave within twelve
(12) months - you will receive a cash severance payment equal to six (6) months
of your annual compensation and insurance benefits; if you leave after month
twelve (12) but before month eighteen (18) - you will receive a cash severance
payment equal to four (4) months of your annual compensation and insurance
benefits. The benefits described in this paragraph will be provided to you only
if you execute a severance agreement including a release of all claims in a form
agreeable to the Company.
As you know, our corporate offices are located in Seattle, WA between the
wonderfully cultural international district and beautiful historic Pioneer
Square. The Puget Sound area is a very picturesque, high quality of life,
moderate cost of living area with water activities at your doorstep and Mount
Rainier a short drive away.
Should you accept this offer of employment, WatchGuard will reimburse you for
reasonable relocation expenses in consideration of your relocation from
Beaverton, Oregon, to Seattle, Washington. You may submit receipts to WatchGuard
for the following expenses:
.. Airfare from your home in Beaverton to Seattle, if needed, for your
immediate family;
.. Shipping/moving of your belongings, including up to thirty (30) days
storage expenses;
.. Temporary housing cost (maximum one [3] months) for you to relocate to
Seattle and locate a more permanent residence; and
.. Other reasonable expenses incurred during relocation (does not include
meals).
WatchGuard will reimburse you for the above expenses you incur during your
relocation to Seattle. However, in the event you terminate your employment
relationship with WatchGuard for any reason within one (1) year from your hire
date, you will pay to WatchGuard, within ten (10) days of the date of your
termination, the prorated amount of relocation expenses that you received in the
form of reimbursement from WatchGuard.
Jean, we offer a casual atmosphere and a fabulous package of benefits including,
but not limited to - a Paid Time Off program offering up to 4 weeks of time away
per year, a 401(k) Retirement Plan, an Employee Assistance Program,
Medical/Dental/Vision Insurance paid entirely by WatchGuard for you, an Employee
Stock Purchase Plan, Short and Long-Term Disability benefits paid entirely by
WatchGuard, and Commuting/Parking benefits.
It is important to note that WatchGuard Technologies, Inc. is an at-will
employer. Nothing in this information constitutes an employment contract. If
there is a discrepancy between information in this letter and any official plan
documents or contract, the official document will determine how the plans work
and benefits are paid.
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As a Company employee, you will be expected to abide by Company rules and
regulations and sign and comply with a Proprietary Information, Invention, and
Non-Competition Agreement (attached hereto). Additionally, you will be expected
to sign and comply with all Company policies that are applicable to you,
including the Company Policy Regarding Insider Trading, the Company Policy
Regarding Special Trading Procedures, the International Business Activities
Policy and the Procedures and Guidelines for Public Disclosures and
Communications with Analysts, and any revisions to such policies. You will be a
full-time employee, which means that you may not accept employment or consulting
assignments of any nature with any other employer or enterprise, without the
prior written consent of the Board.
Please review the attached forms and sign this letter in the designated location
indicating your acceptance of the terms outlined within. In addition, please
note your official start date with WatchGuard Technologies in the space provided
below.
Sincerely,
WATCHGUARD TECHNOLOGIES, INC.
/s/ James Cady
James Cady
President and COO
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Accepted and agreed to this 4th day of November, 2001 by:
/s/ Jean Nassar
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Jean Nassar - signature
Official Start Date: 11-12-01
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Enclosures:
.. Proprietary Information, Invention and Non Competition Agreement
.. Company Policy Regarding Insider Trading
.. Company Policy Regarding Special Trading Procedures
.. International Business Activities Policy
.. Procedures and Guidelines for Public Disclosures and Communications with
Analysts
.. Employee Information Form
.. Copy of offer letter
.. W-4
.. I-9
.. Direct deposit form