EXHIBIT 10.36
[LOGO OF NOOSH]
January 3, 2000
Timothy J. Moore
206 Galli Drive
Los Altos, CA 94022
Dear Tim,
NOOSH, Inc. (the "Company") is pleased to offer you the position of Vice
President, Strategic Alliances, and General Counsel, reporting to Noosh's CEO.
Your starting monthly salary will be $12,500, less payroll deductions and all
required withholding. You will also be entitled to receive a bonus payment of
$25,000 as of the end of each calendar quarter during the term of your
employment, subject to the CEO's reasonable determination that you have worked
diligently during such quarter on behalf of the Company.
It will further be recommended to the Board of Directors that you be granted a
stock option to purchase 285,000 shares of Common Stock under NOOSH's Employee
Stock Option Plan. Your option will be immediately exercisable in full through
delivery of a promissory note pursuant to the option plan, and will be subject
to a four year vesting schedule, with vesting to commence as of your start date
as an employee. Under the vesting schedule, your shares under your initial
option would vest at the rate of 25% upon completion of the first year of
employment following your start date, with an additional 2.0833% of such shares
vesting for each full month of continuous employment completed after the first
anniversary. Also, you will be eligible to receive additional grants of options
under NOOSH's Employee Stock Option Plan at least annually in amounts to be
determined by the Board based on your performance. Notwithstanding the above,
however, all of the shares subject to your options will vest automatically upon
the consummation of a sale of all or substantially all of the assets of the
Company or a merger of the Company with or into another corporation in which the
stockholders of the Company immediately before the transaction do not own,
directly or indirectly, a majority of the Company or the surviving entity
immediately following the transaction. Also, if your employment with the
Company is terminated by the Company without "cause" (as defined below), (i) you
will be deemed to have completed six (6) additional months of continuous
employment solely for the purpose of calculating the percentage of shares
subject to your options which are vested and (ii) if such a termination occurs
during the first year of your employment, the shares subject to your initial
option will be deemed to vest at the rate of 2.0833% for each month of
continuous employment following your start date. The exercise price of your
stock options will not be fixed until the date of grant by the Board of
Directors. We expect that the grant of the initial option will occur promptly,
and as early as today. The exercise price for your options would be set equal
to the fair market value of NOOSH's stock on the grant date.
1.
NOOSH also offers a benefits package, including medical insurance coverage, two
weeks of vacation annually, and sick leave and paid holidays as specified by
Company policy for all employees.
Your employment with NOOSH is for no specified term and is "at will," and may be
terminated by you or NOOSH at any time, with or without cause or advance notice.
However, if the Company terminates your employment without cause, then, during
the six month period following the termination date, you will be entitled to
receive (i) continued payments on the Company's standard payroll dates at the
rate of $20,833 per month, net of withholding, and (ii) reimbursement of COBRA
payments required to continue your personal medical insurance coverage during
such six month period. You shall not be entitled to any such benefits if your
employment is terminated by the Company for cause or by you voluntarily. For
these purposes, "cause" will be defined to mean (i) your violation of any
material provision of the Inventions Agreement (as defined below), (ii) any act
of theft or dishonesty or (iii) any immoral or illegal act which has a
detrimental effect on the business or reputation of the Company or its
affiliates. You agree that the benefits stated in this paragraph shall be your
sole and exclusive remedy for any damages or injury arising out of or related to
any termination of your employment by the Company.
This offer letter, the Company's standard agreement relating to proprietary
rights between you and NOOSH (the "Inventions Agreement"), and the form of
option agreements between you and NOOSH (relating to your option grants
described above), will set forth the terms of your employment with the Company.
This letter also supersedes any prior representations or agreements, whether
written or oral. As required by law, this offer is subject to satisfactory
reference check information, and proof of your right to work in the United
States. This letter may not be modified or amended, except by a written
agreement signed by the Company and you.
Tim, NOOSH is an exciting, dynamic, and growing company. We believe this
position will provide you with an excellent opportunity for professional growth
in a very unique culture. NOOSH feels the single most important factor in our
success will be our people. We are pleased to extend this offer to join our
company, and confident that the skills and background you bring to this position
will be instrumental to NOOSH'S success.
2.
Please review this offer letter, keep a copy of this document and return the
signed original offer letter to me today. As we've discussed, we look forward
to your joining our team on a half-time basis as of January 17, 1999 (your
"start date") and as a full-time employee within some weeks thereafter.
Sincerely,
/s/ Ofer Ben-Shachar
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Ofer Ben-Shachar
President and CEO
NOOSH, INC.
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I agree to and accept this offer of employment with NOOSH, Inc.
/s/ Timothy J. Moore
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Timothy J. Moore Start Date
3.