Exhibit 10.17
IMGIS, INC.
10101 North DeAnza Blvd., Suite 210
Cupertino, CA 95014
July 22, 1998
Mr. Rex Jackson
60 MacKenzie Place
Danville, CA 94526
Dear Rex:
IMGIS, Inc. (the "Company") is pleased to offer employment to you an the
following terms and conditions:
1. POSITION. You will serve in a full-time capacity In the position
of Vice President and General Counsel. Your primary duties will be to
perform duties typical and standard of a general counsel and report to Mr.
John A. Tanner, Chief Financial Officer and Vice President of Finance.
2. COMPENSATION. You will be paid an annual salary of $150,000.00
payable in accordance with the Company's standard payroll practices for
salaried employees. This salary will be subject to adjustment pursuant to
the Company employee compensation policies in effect from time to time.
3. BENEFITS. As an employee of the Company, you will be entitled to
participate in the Company's health Insurance, vacation, and employee benefit
plans. A copy of the IMGIS benefit program is attached hereto as ATTACHMENT 1.
4. OPTIONS. Subject to the approval of the Company's Board of
Directors, you will be granted an option to purchase 180,000 shares of the
Company's Common Stock at a price per share equal to the fair market value
per share on the date the option is granted (not greater than $2.00 per
share). The option will be subject to the usual terms and conditions
applicable to options granted under an option plan of the Company. The
option will be immediately exercisable and the purchasable shares will be
subject to repurchase by the Company at the exercise price. The Company's
repurchase right will lapse and you will vest in 25% of the option shares
after one year of service and the balance will vest monthly over the next
thirty-six months, as set forth in the applicable agreement. Options vested
start date is effective on employee's date of hire.
5. PROPRIETARY INFORMATION AND INVENTIONS-AGREEMENT. As with all
Company employees. you will be required, as a condition to your employment
with the Company, to sign the Company's standard Proprietary Information and
INVENTIONS Agreement, a copy of which Is attached hereto as ATTACHMENT 2.
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6. PERIOD OF EMPLOYMENT- Your effective hire date will be July 23,
1998 or before, with a probationary period of 90 days. Your employment with
the Company will be "at will", meaning that either you or the Company will be
entitled to terminate your employment at any time for any reason, with or
without cause. Any contrary representations which may have been made to you
are superseded by this offer. This Is the full and complete agreement
between you and the Company on this term. Although your job duties, title,
compensation-saton and benefits, as well as the Company's personnel policies
and procedures, may change from time to time, the "at will" nature of your
employment may only be changed in an express writing signed by you and
approved by the Company's Board of Directors.
7. OUTSIDE ACTIVITIES. During the period that you render services to
the Company, you will not engage in any employment, business or activity
that is In any way competitive with the business or proposed business of the
Company. or any other gainful employment, business or activity, without the
written consent of the Company. You also will not assist any person or
organization in competing with the Company or in preparing to engage In
competition with the business or proposed business of the Company.
8. ENTIRE AGREEMENT. This letter and all of the exhibits attached hereto
contain all the terms of your employment with the Company and supersede any
prior representations or agreements, whether oral or written, between you and
the Company.
9. LAPSE OF REPURCHASE RIGHT. In the event the Company Is acquired
wherein the Company is not the surviving entity, then the Company's right to
repurchase any shares will be modified in a fashion similar to that described
by the offer letter to the current C.E.O. and C.F.O.
We hope that you find the foregoing terms acceptable. You may indicate
your agreement with these terms and accept this offer by signing and dating
both the enclosed duplicate original of this letter and the enclosed
Proprietary Information and Intentions Agreement and returning them to me.
Very truly yours,
IMGIS, INC.
By: /s/ John A. Tanner
-----------------------------
Tanner
Vice President of Finance and
Chief Financial Officer
I Have Read And Accepted This Employment Offer:
/s/ Rex Jackson
- --------------------------------------
Rex Jackson
Date: [illegible], 1998
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ATTACHMENT 1
COMPANY BENEFITS OVERVIEW
MEDICAL
Health Insurance: Provided by Great West & Kaiser
Plan of Coverage: HMO/PPO/POS (out of state)/Kaiser
Deductible: $0 for HMO/$250 for PPO
Employer Contribution: Employee: 100% of HMO & POS/$172 towards PPO
Dependents: 25%
Employee Contribution: HMO: $0, $130.77, $257.63
(employee/employee +1, PPO: $76.21, $279.00, $499.24
family) Kaiser: Effective 1/1/99 ($0/$112/$228)
DENTAL
Dental Insurance: Provided by Phoenix Dental
Plan of Coverage: Indemnity or PPO
Annual Maximum: $1,000/$3,000
100% Preventive/100% Preventive
80% Basic/90% Basic
50% Major/60% Major
Deductible: $50/$150 (not including Preventive)
Employer Contribution: Employee: 100%
Dependents: 25%
VISION
Vision Insurance: Provided by Great West (except if electing Kaiser)
Examination: Once each 12 months
$45 maximum
Singles Lenses & Frames or Contact Once each 12 months
Lenses: $100 maximum
Bifocal Lenses & Frames: Once each 12 months
$115 maximum
Trifocal Lenses and Frames: Once each 12 months
$125 maximum
Contacts: Medical Necessary
$300 maximum
Lenticular Lenses & Frames: Once each 12 months
$160 maximum
Employer Contribution: Employee: 100%
Dependents: 25%
Deductible: $10
- - Coverage begins the first day of the month following date of hire.
ATTACHMENT 1 (CON'T)
COMPANY BENEFITS OVERVIEW
LIFE & AD&D
Life and AD&D Insurance: Provided by Phoenix Life
Life Schedule: 100% of Basic Annual Earnings
Maximum Benefit $200,000/$165,000 (non-medical w/no evidence of insur.)
Minimum Benefit $1,000 per week
Reductions: Decrease at age 65 by 35%
Decrease at age 70 by 35%
Decrease at age 75 by 35%
Employer Contribution: Employee Coverage Only: 100%
SHORT TERM DISABILITY (WEEKLY INDEMNITY)
STD Insurance: Provided by Phoenix Life
Benefit Schedule: 60% of Basic Weekly Earnings
Maximum Benefit: $2,000 per week
Minimum Benefit: $10 per week
Day Benefits Begin: 30th day
Maximum Duration: 9 weeks
Employer Contribution Employee Coverage Only
100%
Pre-Existing Condition: 3 mos/12 mos
LONG TERM DISABILITY
LTD Insurance: Provided by Phoenix Life
Benefit Schedule: 60% of Basic Weekly Earnings (excluding Commissions/Overtime, Bonuses)
Maximum Benefit: $8,500 per month
Minimum Benefit $100 per month
Day Benefits Begin 91st day
Maximum Duration: 2 years/ADEA I
Pre-Existing Condition: 3 mos/12 mos
Definition of Disability: 2 year Own Occupation/Any Occupation
Employer Contribution: Employee Coverage Only: 100%
Integration: Primary + Family Social Security
- - Coverage begins the first day of the month following date of hire
VACATION
Vacation Accrual Rate: 5.00 per semi-monthly payroll period
Weeks for Year: 3 weeks per year + 10 holidays for 1999
Accrual Cap: 160 hours
VACATION DAYS: 1999 10
New Years Day 1/1
Martin Luther King 1/18
Presidents Day 2/15
Memorial Day 5/31
Pre-Independence Day 7/2
Labor Day 9/6
Thanksgiving Day 11/25
Day After Thanksgiving 11/26
Christmas Eve 12/24
New Years Eve 12/31
SUMMARY FOR 1999
Chiropractic for HMO $10.00 co/payment, up to 30 visits
Domestic Partner Added to Kaiser/GW & Phoenix, post-tax premium
Mail in-Drug Program $10.00 for 3 months-mail in
Kaiser HMO w/Vision & Chiropractic
Flex Benefit Increased Medical Out-of-Pocket to 5k
Dependent Care stays at 5K
FTO Program 15 days vacation/sick combined per year/5.00 hour accrual
ATTACHMENT 2
IMGIS, INC.
EMPLOYEE
PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
The following confirms an agreement between me and IMGIS, Inc., a
California corporation (the "Company") entered into as of the date of my
employment with the Company (DATE OF HIRE), which has been and remains (both as
the date of this letter and hereafter) a material part of the consideration for
my employment by the Company:
1. I understand that the Company possesses and will possess Proprietary
Information which is important to its business. For purposes of this Agreement,
"Proprietary Information" is information that was or will be developed, created,
or discovered by or on behalf of the Company, or which became or will become
known by, or was or is conveyed to the Company, which has commercial value in
the Company's business. "Proprietary Information" includes, but is not limited
to, information about circuits, layouts, algorithms, trade secrets, computer
programs, designs technology, ideas, know-how, processes, formulas,
compositions, data, techniques, improvements, inventions (whether patentable or
not), works of authorship, business and product development plans, the salaries
and terms of compensation of other employees, customers and other information
concerning the Company's actual or demonstrably anticipated business, research
or development, or which is received in confidence by or for the Company from
any other person. I understand that my employment creates a relationship of
confidence and trust between me and the Company with respect to Proprietary
Information.
2. I understand that the Company possesses or will possess "Company
Materials" which are important to its business. For purposes of this Agreement,
"Company Materials" are documents or other media or tangible items that contain
or embody Proprietary Information or any other information concerning the
business, operations or plans of the Company, whether such documents have been
prepared by me or others. "Company Materials" include, but are not limited to,
blueprints, drawings, photographs, charts, graphs, notebooks, customer lists,
computer disks, tapes or printouts, sound recordings and other printed,
typewritten or handwritten documents, as well as samples, prototypes, models,
products and the like.
3. In consideration of my employment by the Company and the
compensation received by me from the Company from time to time, I hereby agree
as follows:
a. All Proprietary Information and all title, patents, patent
rights, copyrights, mask work rights, trade secret rights, and other
intellectual property and rights anywhere in the world (collectively "Rights")
in connection with Proprietary Information shall be the sole property of the
Company. I hereby assign to the Company
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any Rights I may have or acquire in such Proprietary Information. At all
times, both during the employment by the Company and after its termination, I
will keep in confidence and trust and will not use or disclose any
Proprietary Information or anything relating to it without the prior written
consent of an officer of the Company.
b. All Company Materials shall be the sole property of the Company.
I agree that during my employment by the Company, I will not remove any Company
Materials from the business premises of the Company or deliver any Company
Materials to any person or entity outside the Company, except as I am required
to do in connection with performing the duties of my employment. I further agree
that, immediately upon the termination of my employment by me or by the Company
for any reason, or during my employment if so requested by the Company, I will
return all Company Materials, apparatus, equipment, and other physical property,
or any reproduction of such property, except only my personal copies of (i)
records relating to my compensation; (ii) any materials previously distributed
generally to stockholders of the Company; (iii) this Agreement; (iv) performance
reviews; (v) letters of commendation, recognition of reward; (vi) notifications
of performance or attendance problems; (vii) documents regarding benefits such
as medical continuation, retirement, 401(K) investments and the like; (viii)
copies of expense reports filed by me for reimbursement by the Company; and (ix)
any other document contained in my personal file that was signed by me.
c. I will promptly disclose in writing to my immediate supervisor or
to any persons designated by the Company, all "Inventions", (which term includes
improvements, inventions, works of authorship, trade secrets, technology, mask
works, circuits, layouts, algorithms, computer programs, formula, compositions,
ideas, designs, processes, techniques, know-how and data, whether or not
patentable) that are both (i) made or conceived or reduced to practice or
developed by me, either alone or jointly with others, during the term of my
employment and (ii) specified to be owned by the Company in Section 3.d below. I
will not disclose Inventions covered by Section 3.d to any person outside the
Company unless I am requested to do so by management personnel of the Company.
d. I agree that all inventions which I make, conceive, reduce to
practice or develop (in whole or in part, either alone or jointly with others)
during my employment shall be the sole property of the Company to the maximum
extent permitted by Section 2870 of the California Labor Code, a copy of which
is attached and I hereby assign such Inventions and all Rights therein to the
Company. No assignment in this Agreement shall extend to inventions, the
assignment of which is prohibited by Labor Code section 2870. The Company shall
be the sole owner of all Rights in connection therewith.
e. I agree to perform, during and after my employment, all acts
deemed necessary or desirable by the Company to permit and assist it, at the
Company's expense, in evidencing, perfecting, obtaining, maintaining, defending
and enforcing Rights and/or my assignment with respect to such Inventions in any
and all countries, provided that I shall not be obligated to spend more than a
reasonable amount of time. Such acts may include, but are not limited to,
execution of documents and assistance or cooperation in legal proceedings. I
hereby irrevocably designate and
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appoint the Company and its duly authorized officers and agents, as my agents
and attorneys-in-fact to act for and in my behalf and instead of me, to
execute and file any documents and to do all other lawfully permitted acts to
further the above purposes with the same legal force and effects as if
executed by me.
f. Any assignment of copyright hereunder includes all rights of
paternity, integrity, disclosure and withdrawal and any other rights that may be
known as or referred to as "moral rights" (collectively "Moral Rights"). To the
extent such Moral Rights cannot be assigned under applicable and to the extent
the following is allowed by the laws in the various countries where Moral Rights
exist, I hereby wave such Moral Rights and consent to any action of the Company
that would violate such Moral Rights in the absence of such consent. I will
confirm any such waivers and consents from time to time as requested by the
Company.
g. I have attached hereto a complete list of all existing Inventions
to which I claim ownership as of the date of this Agreement and that I desire to
specifically clarify are not subject to this Agreement and I certify that since
the date of my employment with the Company I have made no Inventions that are
not subject to this Agreement.
h. During the term of my employment and for one (1) year
thereafter, I will not solicit any employee or consultant of the Company to
leave the Company for any reason. However, this obligation shall not affect
any responsibility I may have as an employee of the Company with the respect
to the bona fide hiring and firing of Company personnel.
i. I agree that during my employment with the Company I will not
engage in any employment, business, or activity that is in any way competitive
with the business or proposed business of the Company, and I will not assist any
other person or organization in competing with the Company or in preparing to
engage in competition with the business or demonstrably anticipated business of
the Company. The provisions of this paragraph shall apply both during normal
working hours and at all other times including, but not limited to, nights,
weekends and vacation time, while I am employed at the Company.
j. I represent that my performance of all the terms of this
Agreement will not breach any agreement to keep in confidence proprietary
information acquired by me in confidence or in trust prior to my employment by
the Company. I have not entered into, and I agree that I will not enter into,
any agreement either written or oral in conflict herewith or in conflict with my
employment with the Company.
4. I agree that this Agreement is not an employment contract and I have
the right to resign and the Company has the right to terminate my employment at
any time, for any reason, with or without cause.
5. I agree that this Agreement does not purport to set forth all of the
terms and conditions of my employment, and that as an employee of the Company I
have obligations to the Company which are not set forth in this Agreement.
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6. I agree that my obligations under paragraph 3(a) through 3(f) and
paragraph 3(h) of this Agreement shall continue in effect after termination of
my employment, regardless of the reason or reasons for termination, and whether
such termination is voluntary or involuntary on my part, and that the Company is
entitled to communicate my obligations under this Agreement to any future
employer or potential employer of mine.
7. I agree that any dispute in the meaning, effect or validity of this
Agreement shall be resolved in accordance with the laws of the State of
California without regard to the conflict of laws provisions thereof. I further
agree that if one or more provisions of this Agreement are held to be illegal or
unenforceable under applicable California law, such illegal or unenforceable
portion(s) shall be limited or excluded from this Agreement to the minimum
extent required so that this Agreement shall otherwise remain in full force and
effect and enforceable in accordance with its terms.
8. This Agreement shall be effective as of the date of my employment
with the company and Sections 3(a) through 3(f) shall be binding upon me, my
heirs, executors, assigns, and administrators and shall inure to the benefit of
the Company, its subsidiaries, successors and assigns.
9. The Agreement can only be modified by a subsequent written
agreement executed by the President of the Company.
10. This Agreement supersedes all proposals and agreements, oral or
written, all negotiations, conversations and discussions between or among the
parties relating to the subject matter of this agreement and all past dealing or
industry custom, at any time before the date of this letter.
I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS
WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS
HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT
VOLUNTARY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT ONE COUNTERPART
WILL BE RETAINED BY THE COMPANY AND THE OTHER COUNTERPART WILL BE RETAINED BY
ME.
___________________________________ Date:___________
(NAME OF EMPLOYEE)
Accepted And Agreed to:
IMGIS, INC.
By: ___________________________________ Date:___________
John A. Tanner
Vice President of Finance and
Chief Financial Officer
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ATTACHMENT A
(NAME OF EMPLOYEE)
To Whom it May Concern:
1. The following is a list of Inventions relevant to the subject
matter of my employment by IMGIS, Inc. (the "Company") that have been made or
conceived or first reduced to practice by me alone or jointly with others
that I desire to clarify are not subject to the Company's Proprietary
Information and Inventions Agreement.
___ No Inventions
___ See below:
___ Additional sheets attached
2. I propose to bring to my employment the following materials and
documents of a former employer:
___ No Materials or documents
___ See below:
___________________________________ Date: ____________
(NAME OF EMPLOYEE)
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ATTACHMENT B
Section 2870. APPLICATION OF PROVISION PROVIDING THAT EMPLOYEE SHALL
ASSIGN OR OFFER TO ASSIGN RIGHTS IN INVENTION TO EMPLOYER.
(a) Any provision in an employment agreement which provides
that an employee will assign, or offer to assign any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer's
equipment, supplies, facilities, or trade secret information except for those
inventions that either:
(1) Relate at the time of conception or reduction to
practice of the invention to the employer's
business, or actual or demonstrably anticipated
research or development of the employer; or
(2) Result from any work performed by the employee for
his employer.
(b) To the extent a provision in an employment agreement
purports to require an employee to assign an invention otherwise excluded from
being required to be assigned under subdivision (a), the provision is against
the public policy of this state and is unenforceable.
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