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EXHIBIT 10.11
www.onelist.com
SEPTEMBER 16, 1999
RICHARD CAREY
1230 PAYNE DRIVE
LOS ALTOS, CA 94024
DEAR RICHARD:
Congratulations! We feel that you have what it takes to help ONElist
achieve its future goals and maintain its success as the world's leading e-mail
community service and would like you to join our team.
I am pleased to offer you the position of VICE PRESIDENT OF ENGINEERING
at ONElist.
Your salary will be based on an annual salary of $175,000, paid
bi-monthly and you will receive a $5,000 signing bonus. You are eligible to
participate in the ONElist Incentive Stock Option (ISO) plan and will receive an
option grant (in a separate document) to purchase 82,000 shares of ONElist
common stock, subject to the vesting schedule, terms and conditions of the
Company' Stock Option Plan, option agreement. This grant is subject to approval
by the Company's Board of Directors.
In the event that within one year from the effective date of your
employment with the company is involuntarily terminated other than for "cause"
or is "constructively terminated" (as such terms are defined below), the first
25% of the option shares (20,500 shares) will become vested and exercisable and
you will be entitled to exercise such portion of the Option for a period of
three (3) months form the date of employment termination; provided, however,
that if any such provisions of paragraph 6(a) below shall control.
For purposes of the foregoing: Termination for "cause" means (A) the
failure by you substantially to perform your material duties after a written
demand for substantial performance is delivered to you by the Board of Director
that specifically identifies the manner in which the Board of Directors believes
that you have not substantially performed your duties, (B) the failure (in
material respect) by you to follow reasonable policies or directives established
by the board of Directors after written notice to you by the Board of Directors
that you are not following such policies or directives, (C) bad faith conduct
that is materially detrimental to the Company, or (D) the conviction of you of a
felony.
Your employment with the Company will be deemed to have been
"constructively terminated" if there shall occurs (A) a reduction in your base
salary other than a reduction that is part
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of a general reduction of officer salaries, (B) a material change in your
responsibility or authority, or (C) an office relocation requiring a commute
greater than 50 miles.
In addition, if within six (6) months after the Change of Control (as
defined below) of the Company, your employment with the Company is involuntary
terminate other than for "cause" of is "constructively terminated" (as such
terms are defined above), a portion of the Option shares equivalent to an
additional one (1) year of vesting (20,500 shares) from the date of portion of
the option for a period of three (3) months from the date of employment
termination; provided, however, that in no event shall such accelerated vesting
permit you to exercise more than Change of Control occurred 18 months after the
Effective Date and your employment were terminated under the circumstances set
forth in this paragraph 20 months after the Effective Date, an additional four
(4) months of vesting would occur.
For purposes of the foregoing, a "Change of Control of the Company"
shall be deemed to have occurred if (i) the Company sells or otherwise disposes
all of substantially all of its assets; (ii) there is a merger or consolidation
of the Company with any other corporation or corporations, provided that the
shareholders of the Company, as a group, do not hold, immediately after such
event, more than 50% of the voting power of the surviving or successor
corporation; or (iii) a person or entity, including any "person" as such term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), but other than any of the investors in the Company as of the
Effective Date, becomes the "beneficial owner" (as defined in the Exchange Act)
of Common Stock of the Company representing 50% or more of the combined voting
power of the voting securities of the Company (exclusive of persons who are now
officers or directors of the Company).
The company shall require any successor of assignee, in connection with
any sale, transfer or other disposition of all substantially all of the
Company's assets or business, whether by purchase, merger, consolidation or
otherwise, expressly to assume and agree to perform the Company's obligations
hereunder in the same manner and to the same extent that the Company would be
required to perform if no such succession or assignment had taken place.
You are also eligible for the following standard Company benefits:
medical/ dental/ vision, life insurance, LTD, vacation, and holidays. You will
receive more detailed information about these during your new employee
orientation.
Benefits, payroll, and other human resource management services are
provided through TriNet Employer Group, Inc. TriNet is an employer services
organization contracted by The Company to perform selected employer
responsibilities on our behalf. As a result of ONElist's arrangement with
TriNet, TriNet will be considered your employer of record for payroll, benefits,
and other functions involving employer related administration, including your
new hire enrollment processing. However, as ONElist is the company for which you
will perform service, we will retain the right to control and direct your work,
its results, and the manner and means by which your work is accomplished.
With the exception of the provision for at will employment described
below, ONElist and/or TriNet may modify, revoke, suspend or terminate any of the
terms, plans, policies and/or procedures described in the employee handbook or
as otherwise communicated to you, in whole or part, at any
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time, with or without notice, and ONElist may change or terminate the TriNet
relationship at any time.
As with all employees, your employment with ONElist is at will. This
means that your terms and conditions of employment, including but not limited to
termination, demotion, promotion, transfer, compensation, benefits, duties and
location of work may be changed with or without cause, for any or no reason, and
with or without notice. Your status as an at-will employee cannot be changed by
any statement, promise, policy, course of conduct, writing or manual unless
except through a written agreement signed by the President/CEO of the company.
RICHARD, we are looking forward to your joining the team and
contributing to this exciting venture. Your start date is SEPTEMBER 27, 1999.
You may indicate your acceptance of this offer by signing the acknowledgment
below and returning it to me by within five (5) days from the date of this
letter, at which time this offer expires if not previously accepted. If you have
any questions or concerns please do not hesitate to call.
Sincerely,
Mark Fletcher
President/ CEO
I accept the offer of employment as stated in this letter.
Addressee's Signature
Enclosures:
Duplicate Letter (for your files)
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