Employment Offer Letter between drugstore.com and Jonathan Tinter dated April 6, 2005
This letter is an employment offer from drugstore.com to Jonathan Tinter for the position of Vice President, Business Strategy. The offer includes an annual salary of $205,000, eligibility for a pro-rated annual bonus, stock options, and standard company benefits. Employment is at-will, meaning either party can end the relationship at any time. The offer is contingent on completion of confidentiality and background check requirements. Jonathan Tinter must accept the terms by signing and returning the letter.
411 108th Ave NE " Bellevue, Washington 98004 " Telephone ###-###-#### " Facsimile ###-###-####
April 6, 2005
Jonathan Tinter
137 NE 52nd Street
Seattle, WA 98105
Dear Jonathan:
We are delighted to extend you an offer to be Vice President, Business Strategy at drugstore.com*. We would like you to start as soon as possible, but not later than May 2, 2005.
We are offering you an annual salary of $205,000, which will be paid every two weeks in accordance with the Company's standard payroll policies. During 2005, you will be eligible to receive a pro-rated annual target bonus of an amount ranging from 0% to 25% of your annual salary, based on the achievement of pre-determined performance objectives. Executive bonus compensation for subsequent years will be determined by the Board of Directors and CEO. Your compensation package will be reviewed annually. Other company-provided benefits, for which you are eligible, including health and welfare benefits, will be reviewed with you in detail on your first day of employment. With respect to vacation accrual, you will accrue 4 weeks of vacation per year.
At the start of your employment, you will be eligible for an option (the "Option") to purchase 225,000 shares of drugstore.com common stock (the "Option Shares"). Your Option will be granted by a committee of the board of directors as soon as practicable after you commence employment. Your vesting commencement date will be your first day of employment. The exercise price of the Option Shares will be determined by the committee and will be based upon fair market value on the Friday after you commence employment. The Option will be subject to the terms of the Company's 1998 Stock Option Plan and the related Stock Option Agreement between you and drugstore.com*.
This offer is contingent upon your completion of our standard form Confidentiality and Inventions Agreement, employment application and standard background verification form prior to commencing employment. Copies are enclosed with this letter. If you have any questions about this agreement, please call us. This offer is also contingent upon the successful completion of a background check. The results must be reviewed and accepted by drugstore.com in accordance with our guidelines prior to your start date as stated in this offer letter. If the results are unacceptable, this offer will be rescinded.
Throughout your employment with drugstore.com, you will be an at-will employee. This means that you may terminate your employment with drugstore.com at any time with or without cause, and with or without notice. Similarly, drugstore.com may terminate your employment at any time, with or without cause, and with or without notice. Your at-will employment status may not be orally altered by any drugstore.com employee, and may be altered in writing only by the CEO of the Company.
Congratulations! All of us at drugstore.com are very excited that you're joining the team and look forward to a beneficial and rewarding relationship. Kindly indicate your consent to the terms in this offer letter by signing and returning a copy to us at your earliest convenience.
Sincerely,
/s/ Dawn Lepore
Dawn Lepore
Chief Executive Officer
Agreed and Accepted: /s/ Jonathan Tinter Date: 4/8/05 Jonathan Tinter
*drugstore.com and/or its affiliates and subsidiaries
