Pangea Systems, Inc. Employment Agreement with Robert F. Williamson (Senior Vice President, Marketing, Business Development and Ecommerce)

Summary

Pangea Systems, Inc. offers Robert F. Williamson the position of Senior Vice President, Marketing, Business Development and Ecommerce, effective July 19, 1999. The agreement outlines his duties, salary, benefits, and a signing bonus, and requires him to sign an invention assignment and confidentiality agreement. Employment is at-will and contingent on providing proof of work eligibility. Williamson will report to the President and CEO, receive health and retirement benefits, and participate in bonus plans. The agreement supersedes prior discussions and can be terminated by either party at any time.

EX-10.8 11 ex-10_8.txt EXHIBIT 10.8 Exhibit 10.8 July 16, 1999 Mr. Robert F. Williamson ****** ****** Dear Rob: Pangea Systems, Inc. is pleased to extend to you an offer of employment to join our company in the capacity of Senior Vice President, Marketing, Business Development and Ecommerce, effective July 19, 1999. You will report to John Couch, President and CEO. Attached, as Exhibit A, is a summary of the terms and conditions of this offer of employment. It contains specific information concerning your title, duties, salary, benefits and start date. Your initial compensation will consist of a base salary payable as indicated on the attached exhibit. Future salary adjustments and eligibility for participation in any company bonus program will be in accordance with the company policy and will be based upon individual and company performance. You will be eligible to participate in the customary benefits offered to other full-time employees in similar positions. These benefits include paid time off, holiday time and a choice of group health and dental insurance plans as summarized in Exhibit A. This employment offer is contingent upon: - - Your execution and return of all employment documents, including the attached Pangea Systems Employee Invention Assignment and Confidentiality Agreement. This agreement specifies, among other things, all intellectual property relating to your employment with Pangea will be owned by Pangea, that during any period while you are employed with Pangea, you will not work for, or in collaboration with, any competitors or potential competitors of Pangea, and that during the employment and following the termination of the employment, you will agree to ensure that the confidential information, trade secrets and intellectual property of Pangea will not be obtained by any third parties. Furthermore, the Agreement provides that you will devote your full time and effort exclusively to this employment (except as consented to in writing by the President or CEO of Pangea) and apply all your skill and experience to the performance of your duties and advancing the Company's interest. - - Delivery to the company of appropriate identification that verifies your eligibility to work in the United States in accordance with the Immigration Reform Control Act of 1986 (see the enclosed list). Employment with Pangea Systems, Inc. is "at will" and not for a specific term. It can be terminated by you or by the company at any time for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. Any modifications to this at-will term of your employment must be in writing and signed by you and the President of Pangea Systems, Inc. Pangea Systems reserves the right to make changes to corporate personnel policy as required. If you accept this offer, you may receive copies of company policies and plans in effect from time to time and agree to abide by them. Note that theses policies and plans may change at any time and they are not to be construed as a contract of employment. This letter constitutes the complete agreement concerning your employment with Pangea Systems, Inc. and supersedes all prior written or oral statements, which may have been made to you. Any statements made by a representative of Pangea which contradict this offer letter are not authorized or binding unless accompanied by a written confirmation from the Chief Executive Officer of Pangea. This offer will expire ten (10) days after the date of this letter. Please mail or fax (510 ###-###-####) your signed letter to Anita Cota, Executive/Legal Administrator, in acceptance of this employment offer prior to your start date. Keep the additional copy for your records. Plan to bring appropriate identification and executed employment documents to this meeting. Rob, we are delighted to have you become a part of the Pangea Systems team, and we look forward to working with you. Please feel free to call me if you have any questions. Sincerely, /s/ H. Ward Wolff H. Ward Wolff Senior Vice President and CFO Enclosure: Exhibit A Pangea Systems Employment Agreement Information on appropriate identification of eligibility to work in the U.S. ACCEPTANCE I have read and understand the foregoing which constitutes the entire understanding between Pangea Systems and the undersigned, and I accept employment with the company subject to the terms and conditions contained herein. /s/ Robert F. Williamson 21.07.99 - --------------------------------- ------------------------- Robert F. Williamson Date EXHIBIT A Robert F. Williamson SUMMARY TERMS AND CONDITIONS - ------------------------------------------ ------------------------------------- TITLE AND DUTIES: Title: Senior Vice President, Marketing, Business Development and Ecommerce Job Description: As Senior Vice President, Marketing, Business Development and Ecommerce, you will be responsible for managing all areas of marketing and business development for the company, including product management, marketing communications, user publications and business development. This role includes managing all marketing activities for the company's products and services, including creating product plans, establishing pricing models, managing competitive research and analysis, determining product positioning and distribution strategy, coordinating new products launches and new product sales training, guiding third party development programs, and managing strategic alliance and business partnering initiatives. In this capacity, you will be responsible for the overall coordination, management, introduction and strategic and functional definition of the company's Ecommerce initiative, currently described as Mygene.com. In addition, you will be expected to participate in setting the strategic direction of the company as a member of the executive management team. These duties and responsibilities may be expanded or contracted from time-to-time at the discretion of the CEO. - ------------------------------------------ ------------------------------------- REPORTING TO: John Couch, President & CEO - ------------------------------------------ ------------------------------------- BONUS: Signing bonus of $16,250.00 - ------------------------------------------ ------------------------------------- START DATE: July 19, 1999 - ------------------------------------------ ------------------------------------- STARTING SALARY: $16,250.00 per month, payable on the last day of each month. Position is exempt. Standard employment deductions (e.g. required federal, state, and local taxes) will be withheld. - ------------------------------------------ ------------------------------------- BONUS PLAN: You will be eligible to participate in Pangea's Management Bonus Plan, which is anticipated to be implemented in Q3 1999. - ------------------------------------------ ------------------------------------- CONTRIBUTION PLAN: Pangea has established a 401(k) plan with PaineWebber. No company matching funds are provided at this time. However, the plan allows for discretionary end-of-the-year company contributions. - ------------------------------------------ ------------------------------------- HEALTH BENEFITS: Pangea provides health and dental benefits through Blue Cross of California and through Kaiser. Employees may choose between an HMO plan and a Preferred Provider Organization (PPO). Pangea will pay 95% of the cost of the HMO plan for employees plus 70% of the cost of the HMO coverage for employees' dependants. Additional costs for coverage under the PPO shall be borne by the employee. Pangea will provide life insurance and long term disability coverage at no expense to the employee. - ------------------------------------------ ------------------------------------- PAID TIME OFF: You will have three weeks paid time off during the first year of your employment, which shall accrue over the course of the year on a bi-weekly basis. - ------------------------------------------ ------------------------------------- STOCK OPTIONS: Subject to Board approval, you will be granted stock options to purchase 750,000 shares of common stock of the company, which will vest over four years of continuing employment with the company. The options will vest monthly after a cliff period of six months. The terms and conditions of your options will be subject to a Stock Option Agreement. The options are designed to qualify as Incentive Stock Options under the U.S. Income Tax Code, thus the exercise price of the options will be based on the fair market value of the company at the time of grant. - ------------------------------------------ ------------------------------------- CHANGE IN CONTROL: Upon the occurrence of a merger of the Company with or into any other entity or a sale or conveyance by the Company of all or substantially all of its assets to any other entity in a transaction in which the stockholders of the Company immediately before the transaction less than a majority of the outstanding voting securities of the surviving entity or its parent (a "Change in Control"), fifty percent (50%) of the unvested shares subject to the options held by you immediately prior to such Change in Control will vest and become exercisable as of the date of the Change in Control. In addition, upon the involuntary or constructive termination of your employment with the Company, or a successor entity, without cause either immediately prior to and in connection with, or within one year following a Change in Control, you will be entitled to: (a) severance pay equal to six (6) months annual base salary, to be paid in a lump sum amount or monthly over the relevant time period, at the discretion of the Company; and; (b) the immediate and accelerated vesting prior to such termination of 50% of the then unvested shares subject to your options. - ------------------------------------------ -------------------------------------