Employment Agreement - Webvan Group Inc. and F. Terry Bean
February 28, 2000
F. Terry Bean
2644 Yorktown Place
Houston, TX 77506
Dear Terry:
We are very pleased to extend you an offer to serve as Senior Vice President -
Human Resources for Webvan Group, Inc. ("Webvan Group").
Terry, all of us at Webvan Group believe that your skills, experience, and
personal attributes will enable us to be a leader in the development of this
internet commerce company.
This letter serves as an offer of employment to you from Webvan Group. The terms
of the offer supersede all prior oral and written communications between you and
Webvan Group or any representative thereof. Please sign this offer letter and
hand deliver or return by FAX (650-627-3921).
POSITION
Your job title will be Senior Vice President - Human Resources.
EFFECTIVE DATE
Your first date to report to work at Webvan Group, 310 Lakeside Drive, Foster
City, CA 94404, will be March 14, 2000, or earlier if possible.
DUTIES
You will report to the President and Chief Executive Officer of Webvan Group.
Your primary responsibility will be to lead the human resources department for
Webvan Group and its subsidiaries, along with all other duties as assigned by
the President and Chief Executive Officer.
SALARY; HOUSING LOAN
Your salary shall be $25,000.00 per month. This salary shall be paid bi-weekly.
Your salary shall be reviewed on an annual basis in accordance with review
procedures established in connection with salary review for officers of Webvan
Group.
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In addition, you will receive a "sign-on" bonus of $50,000.00. In the event that
your employment with Webvan Group is terminated voluntarily, by you, or by
Webvan Group for Cause, prior to September 14, 2000, you agree to reimburse
Webvan Group for the full amount of this "sign-on" bonus ($50,000.00).
Webvan Group will reimburse you for the costs of your accommodations in the Bay
area for three months following the Effective Date, up to a maximum of $3000 per
month. In addition, Webvan Group will reimburse you for all actual reasonable
moving expenses. In each case reimbursement will be made following presentation
to Webvan Group of receipts therefor.
Webvan Group will loan you an amount, up to $500,000, in connection with your
purchase of a house in the Bay Area. This loan will have a term of 36 months and
have an interest rate (compounded semi-annually) equal to the minimum applicable
federal rate (as published by the Internal Revenue Service). You will not be
obligated to pay the first year of interest and thereafter will pay interest on
a quarterly basis, in accordance with a schedule to be attached to the loan. The
principal on the loan is due and payable at the end of the loan term. However,
both the principal and interest may be prepaid by you with no penalty.
INCENTIVE PLAN
You shall be granted a stock option (the "Option") to purchase 500,000 shares of
Webvan Group's common stock at the fair market value thereof, which will be
determined by the Board of Directors on the date of grant. This Option will be
an incentive stock option to the extent permitted under the IRS rules and a
nonstatutory stock option as to any remaining shares. The Option shall vest at
the rate of 25% of the shares subject to the Option at the end of twelve months
from the vesting commencement date (being the date on which you first report to
work for Webvan Group) (the "First Anniversary") and at the rate of 6.25% of the
shares subject to the Option each three months thereafter, so that 100% of the
Option shall be vested after four years, subject to your continued full-time
employment with the Webvan Group as of each vesting date. Except as specified
herein, the Option is in all respects subject to the terms and conditions of
Webvan Group's 1997 Stock Plan (the "Stock Plan") and standard form of option
agreement thereunder.
You shall also be granted an additional stock option (the "Additional Option")
to purchase 50,000 shares of Webvan Group's common stock at the fair market
value thereof, which will be determined by the Board of Directors on the date of
grant. This Additional Option will be an incentive stock option to the extent
permitted under the IRS rules and a nonstatutory stock option as to any
remaining shares. The Additional Option shall vest on the date your employment
commences; provided, however, that in the event that your employment with Webvan
Group is terminated voluntarily, by you, or for Cause, prior to September 14,
2000, the Additional Option shall be forfeited as follows: (1) the Additional
Option to the extent not then exercised, shall terminate as of the date
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of termination of your employment and (2) any shares purchased by you upon
exercise of the Additional Option prior to September 14, 2000 shall be subject
to Webvan Group's right to repurchase such shares at the price paid therefor by
you and shall, accordingly, be subject to restrictions on sale by you prior to
September 14, 2000 unless prior to such date (I) such restrictions are waived by
the President and CEO of Webvan Group or (II) your employment is terminated
prior to such date other than voluntarily by you or with Cause. Except as
specified herein, the Additional Option is in all respects subject to the terms
and conditions of the Stock Plan and standard form of option agreement
thereunder.
BENEFITS
You will receive the standard benefits for full-time Associates at Webvan Group
("Benefits"). These Benefits are listed and explained in the Webvan Group
Associate Handbook, administered via TriNet Employer Group. A copy of the
policies and benefits section of the handbook will be provided for your
information.
In addition, Webvan Group makes available a 401(k) plan to all employees at the
beginning of the month following Employee's date of hire. Eligible Employees may
elect to contribute up to 15% of their salary to the 401(k) plan, subject to the
legal maximum per year. Webvan Group will match 100% of the first $500 and 25%
thereafter up to a maximum employer match of $2,000 per year of qualifying
Employee contributions. Further details will be provided in the 401(k) Plan
Handbook at the time of enrollment.
NON-DISCRIMINATION
Webvan Group is an equal-opportunity employer, and will not discriminate against
its employees or applicants in any employment decision or practice because of
race, color, religion, sex, national origin, marital status, pregnancy, age,
ancestry, physical handicaps, or medical condition.
PROPRIETARY INFORMATION
You will be required, as a condition of employment, to sign a Proprietary
Information Agreement. A sample Proprietary Information Agreement is attached
hereto.
OUTSIDE WORK
All Webvan Group Associates are expected to devote their full energies, efforts,
and abilities to their employment. Accordingly, full-time Associates are not
permitted to accept outside employment on a full-time or part-time basis without
first obtaining their supervisor's written approval.
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AT-WILL EMPLOYMENT
The relationship between you and Webvan Group will be for an unspecified term
and will be considered at will. No employment contract is created by the
existence of any policy, rule or procedure in the Webvan Group Associate
Handbook, any Webvan Group document, or any verbal statements made to you by
representatives of Webvan Group. Consequently, the employment relationship
between you and Webvan Group can be terminated at will, either by you or Webvan
Group, with or without Cause or advance notice.
In the event that your employment with Webvan Group is terminated by Webvan
Group without Cause prior to the First Anniversary, Webvan Group agrees that 25%
of the shares subject to the Option shall vest and become exercisable; in the
event that your employment with Webvan Group is terminated by Webvan Group
without Cause on or after the First Anniversary, Webvan Group agrees that the
portion of the Option which is unvested on the effective date of your
termination shall vest and become exercisable to the extent it would have been
exercisable had you remained employed for a period of six (6) months following
the effective date of such termination. In the event that your employment with
Webvan Group is terminated by Webvan Group without Cause, Webvan Group agrees
that you will receive six months salary and Benefits as severance; in addition
to this six month severance package, if you have not obtained other employment
during such six month period, you will continue to receive full salary and
Benefits (but, for the sake of clarity, not additional vesting of the Option)
for a period of up to another six (6) months or, if earlier, until subsequent
employment is obtained.
"Cause" as used in this offer letter shall mean (i) your engaging in conduct
that constitutes willful gross neglect of or gross misconduct in carrying out
your duties hereunder (other than a failure to perform your duties resulting
from your incapacity due to mental or physical illness), (ii) any act of fraud,
embezzlement or dishonesty, or any other act or acts on your part constituting a
felony under the laws of the United States or any state thereof, (iii) the
unauthorized use or disclosure of confidential information or trade secrets of
Webvan Group or any other intentional misconduct that adversely affects the
business or affairs of Webvan Group in a material manner, or (iv) your use of
narcotics, liquor or illicit drugs which, as determined by Webvan Group's Board
of directors, has a detrimental effect on your ability to perform your
employment responsibilities.
PERSONNEL POLICIES
Webvan Group has an Associate Handbook. The policies in the Associate Handbook
and such other policies as Webvan Group adopts for its employees govern the
relationship between Webvan Group and its Associates. The policies are hereby
incorporated by reference. Acceptance of this offer binds the offeree to follow
the policies.
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This offer is contingent on compliance with the Immigration Reform and Control
Act of 1986, which requires the company to verify that each employee hired is
legally entitled to work in the United States. Enclosed is a copy of the
Employment Verification form I-9, with instructions, as required by such act.
Please review and execute this document and be prepared to bring the appropriate
documentation on the day you first report to work.
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We look forward to your favorable consideration of this offer and to the
commencement of a long and rewarding relationship.
Sincerely,
/s/ George T. Shaheen
George T. Shaheen
President and Chief Executive Officer
I hereby acknowledge that I have reviewed the terms and conditions of this offer
of employment and have had the opportunity to consult with counsel. I hereby
accept the offer of employment upon the terms and conditions contained in this
letter.
Accepted: /s/ F. Terry Bean Date: February 28, 2000
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