EXHIBIT 10.15
[FIREPOND LETTERHEAD]
January 23, 2001
Mr. Cem Tanyel
Senior Vice President - Product Development
Brightware
1401 Los Gamos Rd.
San Rafael, CA 94903
-- REVISED --
Dear Cem:
This offer supercedes and replaces the offer of employment dated January 23,
2001 which is rescinded. Your response is required by Monday, January 29, 2001.
THE POSITION
Your title shall be Senior Vice President - Product Development. In this role
you will be responsible for developing and leading FirePond's Software
Development organization in delivering FirePond products and technology
direction. This will include building and leading a world class team. You will
report directly to Randy Harvey, Executive Vice President - Product Development.
Your work location will be San Rafael, CA.
CASH COMPENSATION
The base salary for the position is $8958.34 per semi-monthly pay period. This
equates to an annual rate of $215,000.00. You will also be eligible to
participate in a cash incentive program for each fiscal year with a targeted
pay-out of 40% of your annualized base salary based on satisfactory execution of
stated deliverables and management objectives subject to company performance.
For FY'01 your target payout would be $86,000.00, providing a total target
annual cash compensation of $301,000.00.
In addition to the compensation detailed above, you will also be eligible to
receive a supplemental bonus for FY'01 in the amount of $40,000. This bonus
will be earned in two (2) $20,000 segments. The first earned for successful
delivery of a unified architecture specification, no later than August 30, 2001.
The second $20,000 is earned upon successful delivery of the first product
release within the SalesPerformer Suite that was initiated under your management
and direction. Success parameters for payment for each of these supplemental
bonuses will be set forth by Randy Harvey.
Earned bonuses amounts are paid within 60 days of the end of the fiscal year in
which they are earned. However the supplemental bonuses will be paid within 60
days of being achieved. You must be actively employed at that time in order to
receive a payment. There are no pro-ration provisions.
STOCK OPTIONS
In addition to the cash compensation detailed above, you will receive a stock
option grant allowing you to purchase 250,000 shares of FirePond Common Stock.
The exercise price shall be the closing price of the stock as stated in the Wall
Street Journal on the closing date of the acquisition of Brightware. The stock
option grant shall vest as follows:
IMMEDIATE -
50,000 options. However, if you voluntarily terminate your
employment prior to February 1, 2002, any monies received from the
exercise of these options must be repaid to the company on a
pro-rata basis to time in position.
AUGUST 1, 2002 -
50,000 options.
QUARTERLY THEREAFTER -
100,000 options shall vest at the rate of 10,000 options per quarter
on the last day of each fiscal quarter starting August 1, 2002,
until full vesting occurs.
FEBRUARY 1, 2005 OR EARLIER UPON THE OFFICIAL DATE OF INTRODUCTION
OF THE NEXT GENERATION OF THE FIREPOND SALESPERFORMER SUITE -
50,000 options.
All options granted will be subject to the Brightware Acquisition Stock Plan and
the standard option agreement and subject to the execution of the enclosed
non-disclosure, non-compete agreement. Your stock option agreement will include
provisions for accelerated vesting in the event of a change in control. As
provided in the agreement, your options shall be 100% vested if (i) as a result
of the change of control your employment is terminated by the acquiring entity
within twelve months following the change of control or (ii) as a result of the
change of control, your responsibilities are materially changed within twelve
months following the change of control, provided that you remain with the
acquiring entity for at least six months following the change of control. The
six month transition may be waived by the company at their sole discretion.
In addition, during the period October 31, 2001 through December 31, 2992,
should Klaus Besier or Randy Harvey voluntarily terminate their employment with
FirePond, your duties are diminished without your consent, or your location of
employment is moved more than ten miles without mutual agreement, you may at
your option terminate your employment and receive the severance provisions
contained within this letter. Please refer to and adhere to the FirePond
policies on insider trading before engaging in any sales, regardless of how the
options or stock may have been acquired.
SEVERANCE ALLOWANCE
In the event that your employment is terminated by the company for any reason
other than for Cause, and in exchange for a full and complete mutual release of
liability, you will receive a severance payment of $150,000 paid in 12
semi-monthly installments of $12,500 less applicable tax withholdings. The
company will also pay your COBRA costs during this time period provided that you
continue to pay the required employee premium portion.
A termination for "Cause" shall mean a termination for any of the following
reasons: (i) your failure to perform a substantial and material portion of the
duties of your position after receipt of a written warning, which failure to
perform is not cured within thirty (30) days after such written warning; (ii)
engaging in gross misconduct; (iii) being convicted of a crime, other than a
traffic offense; (iv) committing an act of fraud against, or the
misappropriation of property belonging to FirePond or its affiliates; or (v)
material breach of this agreement or any confidentiality, non-competition or
proprietary information agreement between you and FirePond. FirePond will
provide written notice of the reason for termination in the case of any
termination for "Cause."
BENEFIT PROGRAMS
As a FirePond employee you will be eligible to participate in the Company's
401K, medical, dental, disability, and life insurance benefit programs. In
addition you will participate in the Personal Time Off (PTO) System. Your PTO
allowance will be set at the 7+ year level. Summaries of these plans have been
included for your review.
FAMILY TRAVEL ALLOWANCE
In addition to the standard company benefits, you will also receive a family
travel allowance of up to $7500 each fiscal year. This can be used to cover the
cost for family members to accompany you, or for you to travel on personal
business in conjunction with a business trip. Any personal income tax liability
associated with reimbursements is your sole responsibility.
CONDITIONS
Also enclosed is a copy of FirePond's Employee Agreement Regarding Inventions,
Confidentiality and Non-competition. This offer letter is subject to the terms
of this agreement and conditional upon your execution of this agreement. This
offer letter id further conditioned your being able to supply proof of your
eligibility to work in the United States (Form 1-9).
To indicate your acceptance of this offer, please sign and date this letter in
the space provided and return this letter to me along with a fully executed copy
of the Employee Agreement Regarding Inventions, Confidentiality and
Non-competition. A duplicate original is enclosed for your records.
This letter, the above mentioned agreement relating to proprietary rights
between you and the company, stock option agreements, benefit plan documents and
all current FirePond policies and procedures, 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 written agreement signed by you and myself or FirePond's CEO. FirePond
reserves the right to withdraw this offer of employment if not accepted by you
in writing by 8:30 AM Pacific Standard Time on Monday, January 29, 2001, if any
representations by you cannot be verified, or in the event the sale of
Brightware to FirePond does not close. A faxed copy of your signed acceptance to
(781) 487-8418 will be deemed acceptable followed within 24 hours by the
original signed documents.
It is recognized that this offer of employment is not intended to create a
contract of employment and both FirePond and you retain the right to terminate
the employment relationship at any time without cause.
Cem, we look forward to you joining FirePond! An aggressive and focused team,
the ability to create industry leading software, and a dedication to client
satisfaction, have all played a significant part in FirePond's past. We are
confident that you will play an important role in our future success.
Sincerely,
/s/ Michael Dudich
- --------------------------------
Michael Dudich
Vice President - Human Resources
CC: Klaus Besier, CEO; Randy Harvey, Executive Vice President - Product
Development
The undersigned accepts the above employment offer, agrees that this letter
along with the associated employee agreements, benefit plan documents, and
policies and procedures, contains the terms of employment with FirePond, and
that there are no other terms, express or implied. By accepting this offer of
employment, the undersigned is acknowledging that no prior employment
obligations or other contractual restrictions exist which preclude employment
with FirePond. It is further understood that this offer is confidential and
disclosure outside of your family or financial, accounting, and/or legal
advisers may result in termination of your employment or withdrawal of this
offer.
Accepted:
/s/ Cem Tanyel January 28, 2001
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Cem Tanyel Date