Employment Agreement - Webvan Group Inc. and Vivek Joshi
[WEBVAN GROUP, INC. LETTERHEAD]
July 25, 1999
Vivek Joshi
725 Stockbridge Drive
Erie, PA 16505
Dear Vivek:
We are very pleased to extend you an offer to serve as Vice President of Program
Management for Webvan Group.
We 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 (650-524-2933).
POSITION
Your job title will be Vice President of Program Management.
EFFECTIVE DATE
Your first date to report to work at Webvan Group, 1241 E. Hillsdale Blvd.,
Suite 210, Foster City, CA 94404, will be August 3, 1999.
DUTIES
You will report to Kevin Czinger, SVP of Corporate Operations & Finance. Your
primary responsibility will be to execute and manage the roll-out of Webvan's
distribution centers, along with other duties as assigned.
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SALARY
Your salary shall be $12,500.00 per month. This salary shall be paid bi-weekly.
Your salary shall be reviewed each January on an annual basis in accordance with
review procedures established by the Webvan Group Associate Handbook. In
addition, you will receive a "sign-on" bonus of $50,000.00, payable within two
weeks of your Effective Date. In the event that your employment with Webvan
Group is terminated voluntarily, by you, prior to February 3, 2000, you agree to
reimburse Webvan Group for the full amount of this "sign-on" bonus ($50,000.00).
INCENTIVE PLAN
You shall be granted an incentive stock option (the "Option") to purchase
250,000 shares of Webvan Group's common stock at an exercise price based on the
company's fair market value, which will be determined by the Board of Directors
as of your employment commencement date. The Option shall vest at the rate of
25% of the shares subject to Option at the end of twelve months and at the rate
of 6.25% of the shares subject to 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 Company as of each vesting date. Except as
specified herein, the Option is in all respects subject to the terms and
conditions of the 1997 Stock Plan (the "Stock Plan") and standard form of option
agreement (the "Option Agreement").
You shall also be granted an incentive stock option (the "Additional Option") to
purchase an additional 62,000 shares of Webvan Group's common stock at an
exercise price based on the company's fair market value, which will be
determined by the Board of Directors as of your employment commencement date.
The Additional Option shall vest immediately on your employment commencement
date. In the event that your employment with Webvan Group is terminated
voluntarily, by you, prior to August 3, 2000, (1) the Additional Option, to the
extent not then exercised, shall terminate as of the date of termination of your
employment and (2) any shares purchased by you pursuant to an exercise of the
Additional Option shall be subject to restrictions on sale by you, and to the
Company's right to repurchase such shares at the price paid therefor by you.
BENEFITS
You will receive the standard benefits for full-time Associates at Webvan Group.
These standard 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.
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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. The company 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.
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 without cause,
Webvan Group agrees that you will receive six months salary and benefits as
severance. In addition to this six month severance package, you will continue to
receive full salary and benefits for a period of up to another six months or
until subsequent employment is obtained.
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PERSONNEL POLICIES
Webvan Group has an Associate Handbook. The policies in the Associate Handbook
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. 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.
We look forward to your favorable consideration of this offer and to the
commencement of a long and rewarding relationship.
Sincerely,
/s/ KEVIN R. CZINGER
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Kevin Czinger
SVP, Corporate Operations & Finance
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/ VIVEK JOSHI Date: 7/26/99
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