Employment Agreement - Webvan Group Inc. and Bob Swan
[WEBVAN GROUP, INC. LETTERHEAD]
October 2, 1999
Bob Swan
17441 Hawksview Lane
Chagrin Falls, Ohio 44023
Dear Bob:
We are very pleased to extend you an offer to serve as a Vice President of
Finance 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 Finance.
Effective Date
Your first date to report to work at Webvan Group, 1241 E. Hillsdale Blvd.,
Suite 210, Foster City, CA 94404, will be October 4, 1999.
Duties
You will report to Kevin Czinger, SVP of Corporate Operations & Finance. Your
primary responsibility will be to lead the development of financial procedures
and manage financial operations for Webvan Group, along with all other duties as
assigned.
Salary
Your salary shall be $25,000.00 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.
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In addition, you will receive a "sign-on" bonus of $450,000.00. In the event
that your employment with Webvan Group is terminated voluntarily, by you, or by
Webvan Group for cause, prior to April 4, 2000, you agree to reimburse Webvan
Group for the full amount of this "sign-on" bonus ($450,000.00).
Incentive Plan
You shall be granted a stock option (the "Option") to purchase 812,500 shares of
Webvan Group's common stock at the fair market value, which will be determined
by the Board of Directors on your 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 as
to 62,500 shares subject to the Option on the date your employment commences and
as to the remainder of the shares subject to the Option at the rate of eight and
one-third percent of the shares subject to Option each three months beginning
after twelve months from the date your employment commences, 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; provided, however, that
with respect to the 62,500 shares that vest on the date your employment
commences, the Option (and any shares purchased prior to such date by you) shall
be forfeited in the event that your employment with Webvan Group is terminated
voluntarily, by you, or for cause, prior to April 4, 2000, as follows: (1) the
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, which shall
be subject to restrictions on sale by you prior to April 4, 2000 (unless your
employment is terminated prior to such date other than voluntarily by you or
with cause) shall be subject to the Company's right to repurchase such shares at
the price paid therefor by you. 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 additional stock option (the "Additional Option")
to purchase an additional 187,500 shares of Webvan Group's common stock at $3.33
per share. This Option will be a nonstatutory stock option. The Option shall
vest on the date your employment commences; provided, however, that the Option
(and any shares purchased prior to such date by you) shall be forfeited in the
event that your employment with Webvan Group is terminated voluntarily, by you,
or for cause, prior to April 4, 2000, as follows: (1) the 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, which shall be subject to
restrictions on sale by you prior to April 4, 2000 (unless your employment is
terminated prior to such date other than voluntarily by you or with cause) shall
be subject to the Company's right to repurchase such shares at the price paid
therefor by you. Except as specified herein, the Additional Option is in all
respects subject to the terms and conditions of the 1999 Nonstatutory Stock
Option Plan (the "NSO Plan") and standard form of option agreement (the "Option
Agreement")
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thereunder.
In addition, in the event you are terminated by Webvan other than for cause,
your right to exercise each of the Option and the Additional Option to the
extent set forth in this offer letter shall expire on the expiration date set
forth in the Option and the Additional Option on the date of grant.
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.
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
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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, Webvan Group agrees that (a) you will receive six months
salary and benefits as severance and (b) the portion of each of the Option and
the Additional Option which is unvested on the effective date of your
termination shall vest and become exercisable to the extent each would have been
exercisable had you remained employed for a period of six (6) months following
the effective date of such termination. In addition to this six month severance
package, you will continue to receive full salary and benefits (but not
additional vesting of either the Option or the Additional 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 wilful 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), unless you reasonably
believed in good faith that such action or inaction was in the best interests of
Webvan Group, (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
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.
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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/ 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/ Robert H. Swan Date:
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