Offer Letter - Workday Inc. and James P. Shaughnessy
July 7, 2011
Workday, Inc. (the "Company") is pleased to offer you employment as General Counsel.
Your employment with the Company shall commence on August 15, 2011 with an initial starting salary at a rate of $200,000 per year, which shall be payable in accordance with the Company's standard payroll procedures. In addition, you will be eligible to participate in a variable ("incentive") compensation plan, targeted at 25% annually. This plan is subject to discretion based on individual performance against annual goals upon which you and your manager agree in advance. This variable ("incentive") compensation plan will be guaranteed for full payment through your first year anniversary. The Company will offer you a one-time Hiring Bonus of $100,000 ("Hiring Bonus") where $50,000 shall be payable during the first regular payroll cycle following your date of hire and the remaining $50,000 of the Hiring Bonus will be payable in January 2012. Should you choose to leave the Company within twenty-four (24) months following your start date, you agree to repay a pro-rated (on a monthly basis) portion of your Hiring Bonus. Subject to the approval of the Company's Board of Directors or its Compensation Committee, you will be granted an option to purchase 240,000 shares of the Company's Common Stock Option. The exercise price per share will be equal to the fair market value per share on the date the Option is granted or on your first day of employment, whichever is later. You will vest in 20% of the Option shares after 12 months of continuous service, and the balance will vest in equal quarterly installments over the next 16 quarters of continuous service. The Option will be subject to the terms and conditions applicable to options granted under the Company's 2005 Stock Plan (the "Plan"), as described in the Plan and the applicable Stock Option Agreement. As a regular employee of the Company, you will also be eligible to participate in a number of Company-sponsored benefits and programs, as may be established by the Company and in effect from time to time. The Company shall reimburse you with a one-time relocation allowance of $100,000. This will be payable in your first regular paycheck, in accordance with the Company's standard payroll procedures and maybe subject to repayment if you choose to leave the Company within one year of your original commencement date. Additionally, the Company shall approve agreed upon expenses incurred by you in connection with relocating you and your family to California. Reimbursable expenses will be limited to two house hunting trips for two people (coach flight and rental car), reasonable moving and storage costs and temporary housing for up to 150 days.
Please be advised that your employment with the Company will be "at-will", which means that either you or the Company may terminate your employment at any time, for any reason or no reason, with or without notice. There is no promise by the Company that your employment will continue for a set period of time or that your employment will be terminated
only under particular circumstances. Any exception to this policy of employment at-will shall only be made in writing by the President of the Company. In particular, this policy of at-will employment shall not be modified by any statements, express or implied, contained in any employment handbook, application, memoranda, policy, procedure, or other materials or statements provided to you in connection with your employment. This offer is contingent upon satisfactory completion of all applicable background checks.
The Company has its own way of doing business, and its own unique, independently developed proprietary technology. We have neither the need nor desire to make any unauthorized use of any intellectual property or confidential information belonging to or developed by others. The Company also understands the importance of protecting its own intellectual property and confidential information, and respects the intellectual property and confidential information developed by other companies. We fully expect that each person who accepts employment with us will hold themselves to these same standards. No employee should use or bring into the workplace any material that contains intellectual property or confidential information belonging to a previous employer or any other third party.
This offer of employment is contingent upon your execution of the Company's standard Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A. Like all Company employees, you will also be required, as a condition of your continued employment with the Company to comply with the terms of the Company's Employee Handbook as it may be updated and/or revised from time to time
I look forward to an enjoyable business relationship. Welcome aboard!
/s/ Chris Watts
Chris Watts, VP, Finance
The foregoing is accepted and correctly states our arrangement.