NetSuite Inc. Offer Letter Agreement with Timothy Dilley (Executive Vice President, Services)
This agreement outlines the terms of Timothy Dilley's employment with NetSuite Inc. as Executive Vice President, Services, effective July 1, 2007. It specifies his base salary, eligibility for annual incentive bonuses, potential for equity awards, and standard employee benefits. The agreement confirms that employment is at-will, meaning either party can end the relationship at any time. It also references separate agreements regarding severance and confidentiality. The letter supersedes prior employment terms except for those specific agreements.
Exhibit 10.9
July 11, 2007
Timothy Dilley
c/o NetSuite Inc.
2955 Campus Drive, Suite 100
San Mateo, CA ###-###-####
Re: | Letter Relating to Employment Terms |
Dear Mr. Dilley:
This letter is to confirm the terms of your employment with NetSuite Inc. (the Company). This letter supersedes all prior agreements relating to the terms of your employment, except for the Severance and Change of Control Agreement dated as of July 1, 2007, between you and the Company (the Severance Agreement) and the Confidentiality and Invention Assignment Agreement dated December 6, 2006, between you and the Company (the Confidentiality Agreement). The terms set forth below shall be effective as of July 1, 2007 (the Effective Date).
1. | Title and Cash Compensation |
Your title is, and shall remain, Executive Vice President, Services. In your capacity as Executive Vice President, Services, you will continue to report to the President and CEO. As of the Effective Date, your monthly base salary is $20,833.34 per month or $250,000 on an annualized basis.
2. | Bonus Compensation |
In addition to your base salary, you will be eligible for an annual incentive cash award, as determined by the Company. For calendar year 2007, your annual incentive cash bonus shall have a target equal to 20% of your base salary as of the Effective Date. For calendar year 2007, the actual annual cash incentive award payable to you shall be determined to be below, at, or above the target: (a) with respect to 25%, based upon the Companys achievement level against Company financial and other performance objectives; and (b) with respect to 75%, based upon your achievement of individual objectives. The target bonus and its components, the Company performance objectives, and your individual objectives shall be determined each year by the Compensation Committee of the Board of Directors (the Compensation Committee) in consultation with you and the CEO. For calendar year 2008, your annual incentive cash bonus will have a target equal to $150,000.
Timothy Dilley Offer Letter
Page 2 of 2
July 11, 2007
3. | Equity Awards |
The Company may grant equity awards to you from time to time, which will be subject to the terms of the applicable equity compensation plan or arrangement in effect at the time of grant. The Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms and conditions of any such awards in accordance with the terms of any applicable equity plan.
You should be aware that you may incur federal and state income taxes as a result of your receipt or the vesting of any equity compensation awards and it shall be your responsibility to pay any such applicable taxes.
4. | Other Benefits |
As an employee, you will continue to be eligible to receive our standard employee benefits except to the extent that this letter agreement provides you with more valuable benefits than the Companys standard policies.
5. | Additional Terms |
You should be aware that your employment with the Company is for no specified period and constitutes at will employment. As a result, you are free to resign at any time, for any reason or for no reason. Similarly, the Company is free to conclude its employment relationship with you at any time, with or without cause, subject to the severance obligations under or referred to in this letter.
Please review these terms to make sure they are consistent with your understanding. If so, please send the original signed offer letter in the provided envelope to Marty Réaume no later than two days after your receipt of this letter.
Sincerely, | ||||||||||
NetSuite Inc. | ||||||||||
By: | /s/ Zachary A. Nelson | |||||||||
Zachary A. Nelson | ||||||||||
President and CEO | ||||||||||
AGREED: | ||||||||||
Signed: | /s/ Timothy Dilley | |||||||||
Timothy Dilley | ||||||||||
Dated: | 7/16/07 |