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EXHIBIT 10.13
April 8th, 1999
Steven Comfort
1144 Treat Street
San Francisco, CA 94110
415-282-7597
Dear Steven,
It is my pleasure to offer you a position at eGroups Inc., working with us on
our next-generation Internet group communication and application service.
Title: Vice President of Sales
Salary: $100,000 per annum
Bonus A: $75,000 per annum for reaching 80-100% of target
Bonus B: $75,000 per annum for 100-150%
Stock options: 100,000
Vesting period: 4 years
The terms of your new position with the Company are as set forth below:
1. POSITION.
(a) You will be part of the company's management team as Vice President
of Sales, taking responsibility to spearhead our efforts in building an
advertising sales team, define the company's advertising and direct marketing
products and price points, and convert inventory into revenue according to
target plans agreed upon. You will report to the CEO. You will have a sliding
budget that scales with available inventory.
(b) You agree to the best of your ability and experience that you will
at all times loyally and conscientiously perform all of the duties and
obligations required of and from you pursuant to the express and implicit terms
hereof, and to the reasonable satisfaction of the Company. During the term of
your employment, you further agree that you will devote all of your business
time and attention to the business of the Company, the Company will be entitled
to all of the benefits and profits arising from or incident to all such work
services and advice, you will not render commercial or professional services of
any nature to any person or organization, whether or not for compensation,
without the prior written consent of the Company's Board of Directors, and you
will not directly or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company. Nothing in this
letter agreement will prevent you from accepting speaking or presentation
engagements in exchange for honoraria or from serving on boards of charitable
organizations, or from owning no more than one percent (1%) of the outstanding
equity securities of a corporation whose stock is listed on a national stock
exchange.
2. START DATE. Subject to fulfillment of any conditions imposed by this letter
agreement, you will commence this new position with the Company on April 26th,
1999.
3. PROOF OF RIGHT TO WORK. For purposes of federal immigration law, you will be
required to provide to the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.
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4. COMPENSATION.
(a) Salary. Your annual base salary will be $100,000.00. Your salary
will be paid every two weeks in pursuant to the Company's regular payroll policy
(or in the same manner as other employees of the Company).
(b) Bonus. You will be eligible to receive a bonus of $75,000 per year
for reaching 100% of the target plan. If you reach less than 100% but more than
a minimum of 80%, you will be eligible for a bonus that scales linearly upward
from the 80% minimum to the 100% the target. There will be no bonus for reaching
less than 80% of the target. If you reach more than 100%, you will be eligible
to receive another $75,000 for reaching up to 150% of the target, scaling in the
same way as the other bonus. The target plan will be agreed upon in detail after
you start working with us, but the overall goal will be to reach a revenue of
$500K per month by the end of 1999. Bonus payments will be assessed on a
quarterly basis in each case.
(c) Benefits. You will be eligible to participate in the health,
medical, dental or life insurance programs and the 401(k) and employee stock
purchase programs established by the Company, on the same basis as other
similarly compensated employees.
(d) Vacation. You will be entitled to twenty-one (21) days of paid
vacation after one (1) year of employment with the Company, accruing at a rate
of 1.75 days of vacation per month of service. Your manager may also grant
additional vacation time.
5. OPTION TO PURCHASE COMMON STOCK. In connection with the commencement of your
employment, the Company will recommend that the Board of Directors grant you an
option to purchase One-Hundred Thousand (100,000) shares of the Company's Common
Stock ("Shares") under the Company's 1998 Employee Stock Option Plan established
by the Board of Directors. The option shall have an exercise purchase price
equal to the fair market value on the date of the grant as determined in good
faith by the Board of Directors of the Company. These Shares issued upon the
exercise of the option will be subject to the Company's right of repurchase in
the event of the termination of your employment with the Company. This
repurchase right will lapse as to 1/4th of the total number of Shares on the
first anniversary of the commencement of your employment, and shall lapse as to
1/48th of the total number of Shares each month thereafter. The Company's
repurchase right will continue to lapse only so long as you continue to be
employed by the Company. The option will be an incentive stock option to the
maximum extent allowed by applicable law and will be subject to the terms of the
stock option agreement between you and the Company.
(a) Notwithstanding the foregoing, the Company's right of repurchase
shall immediately lapse with respect to the Shares if, in connection with or
following the completion of Merger (as defined below), your employment with the
Company (or its successor entity) is terminated by the Company or its successor
without Cause (as defined below) or you terminate your employment voluntarily as
a result of a Constructive Termination (as defined below).
(b) "Merger" shall mean a merger or consolidation of the Company in
connection with which greater than 50% of the voting power of the Company is
transferred, or a sale of all or substantially all of the Company's assets or
capital stock, excluding a transaction for the sole purpose of changing the
legal domicile of the Company.
(c) "Cause" for the termination of your employment with the Company or
its successor will exist at any time upon one or more of the following events:
(i) Your willful misconduct in performance of the duties of your position with
the Company or its successor, including your refusal to comply in any material
respect with the legal directives of the Company's Chief Executive Officer or
the Board of Directors so long as such directives are not
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inconsistent with your position and duties, and such refusal to comply is not
remedied within 10 working days after written notice from the Company or its
successor, which written notice shall state that failure to remedy such conduct
may result in termination for Cause; or (ii) your conduct that materially
discredits the Company or its successor or is materially detrimental to the
reputation of the Company or its successor, including conviction of a felony
involving moral turpitude.
(d) "Constructive Termination" shall be deemed to occur if there is (i)
an adverse change in your position or operating responsibilities with the
Company or its successor causing such position to be of materially reduced
stature or responsibility (it being understood that your operating
responsibilities, title and reporting relationships may be changed in connection
with integration of the Company's operations with those of an acquiror following
a Merger); or (ii) a reduction of your compensation, taken as a whole.
6. PROPRIETARY INFORMATION AND INVENTION ASSIGNMENT AGREEMENT. Your acceptance
of this offer and commencement of employment with the Company is contingent upon
the execution, and delivery to an officer of the Company, of the Company's
Proprietary Information and Invention Assignment Agreement, a copy of which is
enclosed for your review and execution (the "Confidentiality Agreement"), prior
to or on your Start Date.
7. CONFIDENTIALITY OF TERMS. You agree to follow the Company's strict policy
that employees must not disclose, either directly or indirectly, any
information, including any of the terms of this agreement, regarding salary,
bonuses, or stock purchase or option allocations to any person, including other
employees of the Company; provided, however, that you may discuss such terms
with members of your immediate family and any legal, tax or accounting
specialists who provide you with individual legal, tax or accounting advice.
8. AT-WILL EMPLOYMENT Your employment with the Company will be on an "at will"
basis, meaning that either you or the Company may terminate your employment at
any time for any reason or no reason, without further obligation or liability.
We are all delighted to be able to extend you this offer until 2pm on Monday
April 12th, 1999, and look forward to working with you. To indicate your
acceptance of the Company's offer, please sign and date this letter in the space
provided below and return it to me, along with a signed and dated copy of the
Confidentiality Agreement. This letter, together with the* Confidentiality
Agreement, sets forth the terms of your employment with the Company and
supersedes any prior representations or agreements, whether written or oral.
This letter may not be modified or amended except by a written agreement, signed
by the Company and by you.
If you have any questions about this offer, please call me at 415.284.5245. We
look forward to a favorable reply and to a rewarding and productive association
with you.
Sincerely,
Martin Roscheisen, CEO
Agreed and Accepted:
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Steven Comfort Date
Enclosure: Proprietary Information and Invention Assignment Agreement