EXHIBIT (e)(10)
[TELOCITY LETTERHEAD]
August 16, 2000
Robert J. Sandor
13031 Alta Tierra Road
Los Altos, CA 94022
Dear Robert,
We are pleased to offer you the regular full time position of Senior Vice
President, Operations reporting to me with an anticipated start date of
September 5, 2000.
If you accept this offer, your starting base compensation will be a monthly
salary of $16,667.67 which will be paid in two installments, on the fifteenth
and last day of each month, in accordance with the Company's normal payroll
procedures.
Your initial bonus program will be based upon individual performance, not
Company performance and, during the individual performance period, you will not
be eligible for other bonuses that may be available to Company employees. Your
initial bonus program will be a performance bonus of $33,000, payable upon
successful completion of key objectives mutually agreed to by you and me. These
objectives must be documented by October 1, 2000 and will be measured through
December 31, 2000 with pay out in January 2001. It will be your responsibility
to insure that the objectives are completed and agreed upon by October 1st. In
the event that the Company pays out more than 100% under the performance bonus
program for employees at your level during the period ending December 31, 2000,
then the above bonus paid to you will be increased by the same percentage over
100%.
Beginning with the first bonus period of 2001, your bonus will be based
upon the Company's performance incentive bonus program, under which you will be
eligible for a semi-annual bonus targeted at 50% of base pay.
If you accept this offer, you will be granted options to purchase 130,000
shares of the Company's common stock with a per share purchase price equal to
the fair market value at the close of your first day of actual employment with
the Company. You will also be granted an option to purchase an additional
25,000 shares of the Company's common stock in January 2001 after successful
completion of the bonus objectives that you and I agree to, as described above,
by October 1, 2000. You will also be eligible to participate in the Company's
annual refresher stock grant program in 2001. All your options will be subject
to the terms of the Company's stock option plan and the stock option agreement
provided pursuant to the plan. The options will vest over a four-year period
with 25% vesting after twelve months of continuous employment. After the first
twelve months, 1/36th of the remaining options will vest on the first day of
each month that you work continuously as a regular employee of the Company.
Telocity offers full medical and dental coverage benefits for its
employees, for which you will become eligible on the first of the month
following your first day of employment. You will also be eligible for a 401(k)
Savings Plan and Section 125 Pretax Savings Plan. Telocity offers an Employee
Stock Purchase Plan, for which you will be eligible.
If you choose to accept the offer, your employment with the Company will be
voluntarily entered into and will be for no specified period. As a result, you
will be free to resign at any time, for any reason or for no reason, as you deem
appropriate. The Company will have a similar right and may terminate your
employment at any time, with or without cause.
However, in the event of a termination without "Cause" or a resignation for
"Good Reason", provided that either occurs not later than one year after a
"Change in Control", you will be entitled, as your sole remedy and in exchange
for a full waiver of all claims, to the following: (i) a waiver of the one-year
vesting cliff provision, if applicable at that time, and all vesting accrued
upon such termination or resignation; (ii) an additional six (6) months
accelerated vesting or an amount of acceleration that will bring you to 50%
vesting, whichever is greater; and (iii) six (6) months continued salary and
benefits.
Alternatively, in the event of a termination without "Cause" or a
resignation for "Good Reason" not following within a year of a Change of
Control, you will be entitled, as your sole remedy and in exchange for a full
waiver of all claims, to six (6) months continued salary and benefits.
For the purposes of this Offer Letter, "For Cause" is defined as a
termination based upon: (i) theft, dishonesty, or falsification of any
employment or Company records; (ii) conviction of a felony or any act involving
moral turpitude; (iii) refusal to perform any reasonable, assigned duties after
written notice from the Company of, and a reasonable, opportunity to correct,
such refusal; (iv) improper disclosure of the Company's confidential or
proprietary information; or (v) any act undertaken with the intent to materially
harm the Company's reputation or business.
For the purposes of this Offer Letter, "Good Reason" is defined as your
resignation, for one of the following reasons provided that you give notice to
the Company notice of your intention to resign and the Company fails to cure
within a reasonable period: (i) the Company, its successor or assign decreases
your base salary; (ii) the Company its successor or assign makes a material,
adverse change in your title, authority, responsibilities or duties, as measured
against your title, authority, responsibilities or duties immediately prior to
such change; (iii) the Company, its successor or assign requires your relocation
to a work place location outside the San Francisco Bay Area (i.e., outside
Contra Costa County, Alameda County, San Francisco County, San Mateo County or
Santa Clara County); (iv) the Company, its successor or assign materially
breaches any provision of this letter; or (v) the Company falls to obtain the
assumption of the obligations set forth in this Offer Letter by any successor or
assign of the Company.
For the purposes of this Offer Letter, "Change of Control" is defined as
any of the following transactions, provided that with respect to (i), (ii) and
(iii) below the shareholders of the Company immediately before the transaction
do not retain immediately after the transaction, in substantially the same
proportions as immediately before the transaction, direct or indirect
beneficial ownership of more than fifty percent (50%) of the total combined
voting power of the outstanding stock of the Company or its successor, or, in
the case of a transaction described in clause (iii) below, of the corporation or
corporations to which the assets of the Company were transferred: (i) the direct
or indirect sale or exchange in a single or series of related transactions by
the shareholders of the Company of more than fifty percent (50%) of the voting
stock of the Company; (ii) a merger or consolidation in which the Company is a
party; (iii) the sale, exchange, or transfer of all or substantially all of the
assets of the Company; or (iv) a liquidation or dissolution of the Company.
In accordance with the requirement of the Immigration Reform and Control
Act of 1986, you will be required to provide the Company documentary evidence of
your identity and eligibility for employment in the United States. The
appropriate documents must be presented for Telocity's review on your first day
of employment during Day One Orientation, or our employment relationship with
you may be terminated. You will also be required to sign an Employee Inventions
and Proprietary Rights Assignment Agreement as a condition of your employment.
Your signature below indicates that you have read and agree to abide by the
Company's Insider Trading Policy, which is attached.
In the event of any dispute or claim relating to or arising out of our
employment relationship, this agreement, or the termination of our employment
relationship (including but not limited to claims of wrongful termination or
age, sex, disability, rare or other discrimination or harassment), you and the
Company agree that all such disputes shall be fully and finally resolved by
binding arbitration conducted by the American Arbitration Association In Santa
Clara County, California. By making this agreement, both you and the Company
waive our respective rights to have such disputes tried by a court or jury.
Prior to filing any claim regarding such disputes or otherwise requiring such
arbitration, the parties will participate in good faith in a one-day mediation
for which they will provide reasonable support. We agree that the arbitration
and mediation provision set forth in this paragraph will not apply to any
disputes or claims relating to the misuse or misappropriation of trade secrets
or proprietary information.
This letter and the Employee Inventions and Proprietary Rights Assignment
Agreement set forth the terms of your employment with the Company and supersede
any prior representations or agreements, whether written or oral. This letter
may not be modified or amended except by a written agreement signed by both
parties.
Please complete the enclosed Employment Application and return it with your
signed acceptance on or before your first day of work. If you have already
completed and submitted an Employment Application, it is not necessary to
complete the enclosed application.
This offer is contingent upon your acceptance of employment by the close of
business on August 16, 2000. To indicate your acceptance of the Company's
offer, please sign and date this letter, and the enclosed Employee Inventions
and Proprietary Rights Agreement. Return both pages of this letter by fax to
our confidential fax number 408-777-4043, no later than August 16, 2000. This
offer is highly confidential, so please do not disclose its terms to anyone
other than your advisor(s). Please bring both the originals of the letter and
the Agreement with you on your first day with the Company.
You have been scheduled to attend Day One Orientation on your first Monday
of work at 10355 North De Anza Boulevard, Cupertino CA 95014 at 9:00 am. During
orientation you will learn more about the Company's products, culture and
comprehensive benefits.
We at Telocity are excited about the prospect of you joining our team. We
look forward to working together.
Sincerely,
/s/
Dave Finley
Chief Operation Officer
/s/
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Robert Sandor
8/16/2000
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Date Executed
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Start Date
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Social Security Number