EXHIBIT 10.10
[LETTERHEAD]
Tioga Systems, Inc.
575 Broadway
Redwood City, CA 94063
Phone 650.556-9440
Fax 650.556-1195
Web www.tioga.com
September 27, 1999
PERSONAL & CONFIDENTIAL
Brian M. Beattie
63 Almendral Avenue
Atherton, CA 94027
(650) 299-9944
Dear Brian:
On behalf of Tioga Systems, Inc. (the "Company" or "Tioga") I am pleased to
offer you the position of Chief Financial Officer of the Company. The terms of
your employment relationship with the company are as set forth below and as
approved by the Company's Board of Directors.
1. Position: You will be the Chief Financial Officer of the Company, reporting
to the President and Chief Executive Officer. As such, you will have such
responsibilities as determined by the President and Chief Executive Officer.
2. Base Salary and Performance Bonus: You will be paid a base salary of $15,000
per month Your salary will be payable in accordance with the Company's
standard payroll policies (subject to normal required withholding). You will
receive a vacation and benefit package similar to that provided for all other
executive level employees. You will also be eligible to earn an annual bonus
of up to 40% of your base salary if you achieve performance criteria mutually
agreed upon by you and the President and Chief Executive Officer. For the
Fiscal Year ended December 31, 1999, you will be guaranteed a bonus of 40% of
your salary pro-rated for The remainder of that Fiscal year.
3. Stock Options: Subject to the approval of the Board of Directors of the
Company, you will be granted an option to purchase 560,000 shares of Common
Stock of the Company at an exercise price per share of $0.90. Your option
will be granted under the Tioga Systems, Inc. 1998 Option Plan, in accordance
with and subject to each term of the Company's standard form of option
agreement. These options will vest 25% at the end of your first year of
employment and thereafter monthly at 1/48 per month of the total option
amount so that at the end of your fourth year of employment you will be 100%
vested in this incentive stock option grant.
4. At-Will Employment: You will be an employee-at-will, meaning that either you
or the Company can terminate your employment relationship at any time, for
any reason, with or without Cause, and with or without notice. You agree to
devote substantially
2a) You will be entitled to a signing bonus of $15,000.
all of your business time and attention to the Company. Nevertheless, you
shall be permitted to serve as a member of the board of directors of other
boards of directors of for-profit and not-for-profit organizations as the
Board may reasonable approve.***
5. Termination of Employment:
5.1 In the event your employment is terminated by the Company with or without
Cause, as defined herein, or you resign with or without Good Reason as
defined herein, you will be entitled to payment of (i) accrued salary,
benefits and reimbursable expenses owing to you through the date of such
termination, and (ii) the bonus you earned for the Fiscal Year preceding
the date of your termination if it has not been paid as of the date of your
termination.
5.2 If your employment is terminated by the Company, for any reason other than
for Cause, or is terminated by you for Good Reason, in addition to the
payments provided for in Section 5.1, you will be entitled to receive a
severance package consisting of (i) your base monthly salary, paid as
though you were still employed by the Company for a period of 6 months in
installments, subject to appropriate deductions, (ii) continued
participation in all benefit plans as an employee for a period of 6 months,
(iii) vesting of all stock options granted to you that would have vested by
the end of the month of your termination if your employment had not been
terminated, and (iv) bonus for the Fiscal year in which your employment is
terminated, pro rated on a monthly basis based upon your termination date,
if you achieved the performance criteria mutually agreed upon by you and
the Board for the Fiscal Year. The Company shall have the obligation to
make the payments and provide the benefits provided for in this section
regardless of your income or effects to mitigate, if any, however it shall
have the right to stop the payments and benefits in Section 5.2(i) and (ii)
if at any time prior to the expiration of six months after termination, you
become otherwise employed in another full time salaried position with
benefits. In order to receive this severance package, you will be required
to sign a release in a form acceptable to the Company, of any and all
claims that you may have against the Company.
5.3 "Cause" means a determination in the reasonable good faith of the Board
that you have: (a) engaged in a material act in violation of the law,
except that if with regard to the act, you are not subsequently convicted
of a felony or do not enter a plea of guilty or nolo contendre to a felony
(except for ordinary traffic violations); you will be entitled to receive
the severance package provided for in Section 5.2 (i through iv), (b)
materially breached your fiduciary duty to the Company, (c) unreasonably
refused to perform the good faith, lawful policies or instructions of the
Chief Executive Officer, or (d) failed to fully and faithfully perform your
materially obligations under this Employment Agreement after having been
given thirty days written notice of any such failure and an opportunity to
cure. "Good Reason" means (i) you are assigned significant duties
inconsistent with your position in the Company or your employment terms and
responsibilities are materially diminished by the Company, (ii) you are
required to relocate to a regular work location that is more than 50 miles
from the Company's offices where you regularly work, without your
approval or (iii) a material breach by the Company of its obligations under
the Employment Agreement. If you wish to resign your employment for Good
Reason, you will be, required to give the Company 30 days written notice of
resignation. The Company will have 30 days to clue the reason(s) for you,
resignation. If the reason(s) for your resignation is/are not cured within
30 clays, the period of time you have to exercise your stock options shall
begin to run following the expiration of the cure period.
6. Change of Ownership Event. For a period of twelve months following a
"Change In Ownership Event" ("Change In Ownership Event" being defined as
any sale of all or substantially all of the Company's assets or any merger,
consolidation or stock sales which results in the holders of the Company's
capital stock immediately prior to such transaction owning less than 50% of
the voting power of the Company's capital stock immediately after such
transaction), if (a) your employment is terminated by the Company or its
successor for any reason other than for Cause (as defined in Section 5 of
this Employment Agreement); or (b) you resign for Good Cause, you will be
entitled to receive a severance package consisting of (i) vesting of 50% of
any unvested stock options the were issued to you by the Company, (ii) 6
months of your base salary at that time, payable in a lump sum, subject to
normal withholding requirements, (iii) continued participation in all
benefit plans as an employee for a period of 6 months, and (iv) bonus for
the fiscal year in which your employment is terminated, pro rated on a
monthly basis based upon your termination date, if you achieved the
performance criteria mutually agreed upon by you and the Board for that
Fiscal Year. You shall have a period of 90 days following termination of
your employment pursuant to Section 6(a) to exercise such options. If you
wish to resign your employment pursuant to Section 6(b), you will be
required to give the Company 30 days written notice of resignation. The
Company will have 30 days to cure the reason(s) for your resignation. If
the reason(s) for your resignation is not cured within 30 days, you shall
have a period of 90 days following the cure period to exercise such
options. In order to receive this severance package, you will be required
to sign a release in a form acceptable to you and the Company, of any and
all claims that you may have against the Company.
7. Representation and Warranty. You represent and warrant to the Company that
the performance of your duties will not violate any agreements or trade
secrets of any other person or entity.
8. Standard Employee Agreements. You will be expected to sign and comply with
the Company's standard Employment, Confidential Information and Invention
Assignment Agreement (the "Employee NDA") which requires, among other
provisions, the assignment of patent rights to any invention made during
your employment at the Company and non-disclosure of proprietary
information. Your employment will be contingent upon and not be deemed
effective until you have executed and returned the Employee NDA to the
Company. As provided in the Employee NDA, in the event of any dispute or
claim relating to or arising out of our employment relationship, you and
the Company agree that all such disputes shall be fully and finally
resolved by binding arbitration. In addition, you will
abide by the Company's strict policy that prohibits any employee from using
or bringing with him or her from any pervious employer any confidential
information, trade secrets, or proprietary materials or processes of such
former employer. You also agree that, during the term of your employment
with the Company, you will not actively engage in any other employment,
occupation, consulting or other business directly or indirectly related to
the business in which the Company is now involved or becomes involved
during the term of your employment, nor will you engage in any other
activities that conflict with your obligations to the Company.
9. Start Date. This agreement is effective as of October 1, 1999.
10. Federal Immigration Law. For purpose of federal immigration law, you will
be required to provide 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 commencement
date, or our employment relationship you may be terminated.
11. Entire Agreement. This Employment Agreement, together with your Stock
Option Agreement, and your Confidentiality and Assignment of Inventions
Agreement, which are incorporated by reference, constitutes the entire
agreement between the parties and supersedes all other agreements or
understandings. This Employment Agreement can only be changed in writing,
signed by you and the Chairman of the Board of the Company.
Brian, on behalf of the Board, let me express how pleased I am to extend this
offer, and how much I look forward to working with you. Please indicate your
acceptance by signing and returning the enclosed copy of this letter.
Sincerely,
TIOGA SYSTEMS, INC.
/s/ R. R. Basu
By:----------------------------------------------
President & CEO
Title:-------------------------------------------
The forgoing terms and conditions arc hereby accepted:
/s/ Brian Beattie
Signed:------------------------------------------
Brian Beattie
Print Name:--------------------------------------
Oct 1, 1999
Date:--------------------------------------------
(Please note: Mr. Beattie listed no prior inventions in his
Employment Confidential Information and
Invention Assignment Agreement.)