EXHIBIT 10.17
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June 6, 1996
Yuri Shtivelman
2811 Monte Cresta Dr.
Belmont, CA 94002
Dear Yuri:
On behalf of Genesys Telecommunications Laboratories (the "Company"), I am
pleased to extend this offer of employment with the Company on the following
terms:
1. You will be employed as Vice President, Corporate Strategy. You will report
directly to Alec Miloslavsky, Chief Technical Officer. Your employment start
date will be a mutually agreed upon date, as early as possible, in
accordance with your availability. This offer and your employment will be
contingent on your agreement to devote your full time efforts to your
responsibilities at the Company and not to engage in any other activities
which would conflict with the best interests of the Company.
2. You will initially receive a base salary of $10,833.33 per month, paid in
accordance with the Company's normal semi-monthly payroll practice. In
addition you will be eligible to receive a performance bonus of up to 20%.
The amount of the bonus payment will depend on both meeting your performance
goals and the Company's financial performance and condition. We will need to
define your performance goals within the first 90 days of your employment
with the Company.
3. You shall be entitled to the Company's standard package of employee
benefits.
4. I have recommended that the Board approve the sale to you of 40,000 shares
of the Company's Common Stock at a purchase price equal to the fair market
value of such shares on the date of Board approval, as determined in good
faith by the Board. In connection with the issuance of the shares, you will
enter into a Restricted Stock Purchase Agreement (the "RSPA") with the
Company. The shares of Common Stock subject to the RSPA will vest of over a
period of four (4) years beginning on your fist date of employment with the
Company, at a rate of 25% of the shares at the end of the first year and
1/48th of the shares at the end of each month thereafter. Additionally, as
an incentive and based on your realization of performance goals determined
within the first 90 days of your employment with the Company, you will
receive, on your one year anniversary with the Company, 15,000 shares of the
Company's Common Stock at a purchase price equal to the fair market value of
such shares on the date of issuance, as determined in good faith by the
Board. In connection with the issuance of the option, you will enter into a
standard form of option agreement with the Company. These 15,000 shares of
Common Stock subject to the option will vest over a period of two (2) years
beginning with your date of employment, at a rate of 50% of the shares
Letter to Yuri Shtivelman
6/6/96
Page 2 of 3
at the end of the first year and 50% of the shares at the end of the second
year. In addition, in the event (i) of a sale of substantially all of the
assets of the Company or a merger that involves a change of control,
(collectively, and "Acquisition") and (ii) the acquiror fails to provide you
with both cash compensation and operational responsibility that is at least
equal in terms of salary and benefits and operating duties, respectively, to
that which you have with Genesys at the time of the Acquisition, then any
shares of stock purchased by you in accordance with this letter that are
unvested as of the closing date of the Acquisition shall fully become vested
as of such closing date.
5. Your employment with the Company is on an "at-will" basis, which means that
your employment relationship with the Company may be terminated at any time
by either you or the Company, without prior notice, for any reason.
6. As a condition of employment, you will be required to sign the Company's
form of confidential information and invention assignment agreement.
7. In the event of any dispute or claim relating to or arising out of your
employment relationship with the Company, you and the Company agree that all
such disputes shall be fully and finally resolved by binding arbitration
conducted by the Americal Arbitration Association of Santa Clara County,
California. However, we agree that this arbitration provision shall not
apply to any disputes of claims relating to or arising out of a misuse or
misappropriation of the Company's trade secrets or proprietary information.
8. This Agreement reflects the full and complete understanding and agreement
between you and the Company regarding your employment relationship with the
Company, and it shall supersede any prior written or oral negotiation, offer
or agreement regarding your employment relationship with the Company.
To indicate your acceptance of the Company's offer, after you are eligible to be
employed in the United States, please sign and date this letter in the space
provided below and return it to me. This offer will remain in effect for 5
calendar days from the date of this letter. A duplicate original is enclosed
for your records. This letter may not be modified or amended except by a
written agreement, signed by an authorized representative of the Company and by
you.
Yuri, I look forward to a long and mutually enjoyable working relationship.
Very truly yours
Alec Miloslavsky
Chief Technical Officer
Letter to Yuri Shtivelman
6/6/96
Page 3 of 3
Agreed and accepted:
/s/ Yuri Shtivelman
Yuri Shtivelman
Date: