Evolve Software, Inc. Employment Offer Letter to Lisa Campbell for Vice President, Marketing

Summary

Evolve Software, Inc. offers Lisa Campbell the position of Vice President, Marketing, reporting to the CEO, starting April 15, 2002, with a base salary of $180,000 per year and eligibility for standard company benefits. The offer includes stock options, a sign-on bonus, and a targeted annual bonus, with specific vesting and payment terms. The agreement outlines severance and accelerated stock vesting in the event of a qualifying termination after a change of control. Employment is at-will and subject to company policies and a confidentiality agreement.

EX-10.23 6 doc5.txt March 27, 2002 Lisa Campbell Dear Lisa: It is my pleasure to extend you an offer to join Evolve Software, Inc. in the position of Vice President, Marketing, on the following terms. You will report directly to the Chief Executive Officer ("CEO") at our Emeryville office. Your duties will be consistent with the position of Vice President, Marketing and may include any other duties which may be assigned from time to time by the CEO. Your start date is set for April 15, 2002. Your base salary will be $15,000 per month (which equates to $180,000 per annum), less standard deductions and withholdings. You will be paid semi-monthly. As a regular full-time employee you will be eligible for the Company's standard benefits which include: medical, dental, vision, life and LTD insurance coverage and participation in the Company 401(k) plan and ESPP. Evolve may modify your compensation and benefits from time to time as it deems appropriate. A member of the Human Resources team will meet with you on your first day of work to assist in completion of your new hire paperwork. Subject to the approval of the Board of Directors, you will be granted stock options to purchase 1,000,000 shares of Evolve's common stock (the "Stock Options") in two separate grants. The first 250,000 stock options will be granted at the first board meeting after commencement of your employment. The remaining 750,000 stock options will be granted at the first board meeting that occurs after July 1, 2002 and shall be subject to any adjustment for stock splits, reverse stock splits, or similar transactions that may occur between the date of this offer letter and the date of grant of the options. The vesting schedule and all terms, conditions, and limitations of the Stock Options will be set forth in a stock option grant notice using the Company's standard stock option agreement under the 2000 Stock Plan. The stock options will vest over four years from your start date, with 25 percent of these stock options vesting one-year from your start date, and vesting thereafter at a rate of 1/48 per month. The option price of each set of shares will be the closing price of Evolve's stock as reported on NASDAQ on the date the grant is made. You will also be eligible to receive, through the Company's Bonus Program, a targeted annual bonus of $70,000 per year, less standard deductions and withholds. For your first twelve months of employment, you will receive a non-recoverable draw of $1,666.67 per month (which equates to $20,000), less standard deductions and withholdings, as an advance against any earned bonuses. Non-recoverable means that the amount is being paid to you whether or not you earn any bonuses and that any earned bonus shall be off-set against the non-recoverable draw. Bonus payments, if any, will be based upon quarterly corporate and/or individual performance criteria to be determined by the Lisa Campbell March 27, 2002 Page 2 of 4 Compensation Committee of the Board of Directors in their sole discretion. To be eligible for any bonus, including the non-recoverable bonus, you must be employed by Evolve at the time the bonus amount is to be paid. Earned bonuses are paid quarterly. In addition, you also will receive a sign-on bonus of $10,000, less standard deductions and withholdings, that will be made to you on the date you receive your first base salary payment from the Company. Notwithstanding your employment as an at-will employee, upon a "Change of Control" as defined below and if within three months from the consummation of such a "Change of Control" the Company terminates your employment without Cause (as defined below) or you resign for Good Reason (as defined below) and on the conditions that you first execute and deliver to the Company a general release in a form satisfactory to the Company and continue to abide by your obligations to the Company under your Employment, Confidential Information and Invention Assignment Agreement, you will receive, as severance: (i) six months of your base salary, less standard deductions and withholdings; and (ii) one-year of accelerated vesting of the Stock Options. At the Company's sole discretion, the severance payments set forth in (i) above shall be paid in a lump sum payment or in periodic payments in the Company's regular payroll cycle. For the purposes of this offer, "Cause" shall mean: (i) indictment or conviction of any felony or of any crime involving dishonesty; (ii) participation in any fraud or act of dishonesty against the Company; (iii) breach of your duties to the Company, including but not limited to unsatisfactory performance of your job duties; (iv) violation of Company policy which causes a material detriment to the Company; (v) intentional damage to any property of the Company; (vi) conduct by you which, in the good faith and reasonable determination of the Company, demonstrates gross unfitness to serve; or (vii) material breach of this offer or your Employment, Confidential Information and Invention Assignment Agreement. For the purposes of this offer "Good Reason" shall mean: (i) there has been a Change of Control (as defined below) and (ii) there has been a material diminishment in your job responsibilities and (iii) you are no longer an officer of the Company; provided, however, that upon the occurrence of the preceding event, you shall be deemed to have waived any rights to resign from employment for Good Reason and to any severance payment(s) if you do not notify the Chief Executive Officer, in writing, of your intention to resign within 45 days after such event. For purposes of this offer "Change in Control" shall mean: the consummation of any one of the following events: (i) a sale of all or substantially all of the assets of the Company; (ii) a merger or consolidation in which the Company is not the surviving corporation (other than a transaction the principal purpose of which is to change the state of incorporation of the Company or a transaction in which the voting securities of the Company are exchanged for beneficial ownership of at least fifty percent (50%) of the voting securities of the controlling acquiring corporation); (iii) a merger or consolidation in which the Company is the surviving corporation and less than fifty percent (50%) of the voting securities of the Company which are outstanding immediately after the Lisa Campbell March 27, 2002 Page 3 of 4 consummation of such transaction are beneficially owned, directly or indirectly, by the persons who owned such voting securities immediately prior to such transaction; or (iv) the acquisition by any person, entity or group or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored by the Company or any parent or subsidiary of the Company) of the beneficial ownership of securities representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors. Notwithstanding the above to the contrary, a Change of Control shall not be deemed to have occurred if any of the transactions or series of related transactions described above results in the acquisition of at least fifty percent (50%) of the combined voting power of the Company by any fund or funds managed by Warburg Pincus LLC, or any related entity, or other current 5% or greater shareholder of the Company. As an Evolve employee, you will be expected to abide by Company rules and policies, acknowledge in writing that you have read the Company's Employee Handbook, and sign and comply with the enclosed Employment, Confidential Information and Invention Assignment Agreement. In your work for Evolve, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. During our discussions about your proposed job duties, you assured us that you would be able to perform those duties within the guidelines just described. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. Your employment with the Company will be "at will." This means that either you or the Company may terminate your employment at any time, with or without cause, and with or without advance notice. This at-will relationship cannot be altered except in a writing signed by the Chief Executive Officer of the Company. This letter, together with your Employment, Confidential Information and Invention Assignment Agreement forms the complete and exclusive statement of your employment agreement with the Company. It supersedes any other agreements or promises made to you by anyone, whether oral or written, and it can only be modified in a written agreement signed by you and the Chief Executive Officer of the Company. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. To assist us in complying with The Immigration Reform Act of 1986 which requires employers to verify the citizenship and legal right to work of all new employees within Lisa Campbell March 27, 2002 Page 4 of 4 three business days of the time of hire, you will need to complete Part 1 of the enclosed Employee Eligibility Verification Form (I-9), dating it with the date of your first day at work. You will also need to be prepared to supply to Human Resources any documents needed to satisfy the requirements of Part 2 of the I-9 form: either one from list A, OR one from list B and one from list C. The documents need to be originals, not facsimiles, and need only meet the minimum requirements. We have also included a W-4 form (required for payroll processing) and a direct deposit form (participation is optional) which must be completed and returned to Human Resources on your first day of employment. The terms of this offer and all other compensation matters relating to your employment with the Company are confidential and may not be shared with anyone except your family, professional advisors and immediate supervisor. We are very excited about the possibility of having you on board. Please respond to this offer no later than Monday, April 1, 2002, after which time this offer is withdrawn. Please fax your acceptance to our Human Resources office at ###-###-####. If you have any questions, please feel free to call me at ###-###-#### or call Ken Bozzini at ###-###-####. Sincerely, /s/ Linda Zecher Linda Zecher Chief Executive Officer Accepted by: /s/ Lisa Campell Date: 03/27/02 --------------------------- -------------- Lisa Campbell