Ventro Retention and Special Bonus Agreement with Chief Operating Officer Robin

Summary

This agreement between Ventro and Robin, the Chief Operating Officer, outlines retention and special bonus payments to encourage Robin to remain with the company during a key transition period. If Robin stays employed through March 31, 2001, Ventro will pay a $315,000 lump sum and may pay up to $225,000 as a special bonus based on performance. In return, Robin agrees not to seek severance if employment ends after March 31, 2001. The agreement highlights Robin's role in the company's transition and sets clear payment and performance conditions.

EX-10.8 5 f69503ex10-8.txt EXHIBIT 10.8 1 Exhibit 10.8 November 8, 2001 Dear Robin: Ventro recently announced its intention to evolve into a marketplace services provider and to seek strategic partners for Chemdex and Promedix. The Board of Directors considers it critical for the Company to retain your services during the initial transition period. Accordingly, at its meeting held on November 7, 2000, the Board approved the following arrangements related to your continued employment as Chief Operating Officer. 1. If you continue to be employed by the Company as its Chief Operating Officer on March 31, 2001, the Company will pay you a lump sum payment of $315,000 less all applicable withholdings. This payment will be in addition to your normal base salary and other amounts due under your employment contract and will be payable on or before April 30, 2001. 2. In addition, the Board will approve a lump sum payment of up to $225,000, less all applicable withholdings, as a special bonus based on the Board's evaluation of your performance of duties relating to the transition during the period from November 1, 2000 through March 31, 2001; this bonus is payable on or before April 30, 2001. It is currently contemplated that the Board will base its decision as to the amount of your special bonus on your successful completion of the following projects, as well as your performance of other duties assigned by the CEO and Board of Directors: - - Complete organization redesign (MPS). - - Complete restructuring - Q4. - - Provide assistance with the transaction of Chemdex organization. - - Provide assistance with the transaction of Promedix organization. - - Complete MSP services offering for 2001. 3. In addition, in partial consideration for the Company's agreement to make the above described payments, you agree that if your employment terminates for any reason on or after March 31, 2001, you will not be eligible for any severance payment. Your continued leadership will be crucial to the success of Ventro in the future. The payments described above are indicative of the importance that the Board places on your active participation in the Company's transition to a leading MSP. Very truly yours, /s/ DAVID PERRY David Perry President and Chief Executive Officer My agreement with the terms of this letter is signified by my signature below. [SIGNATURE ILLEGIBLE] 11-14-00 - ------------------------------------------- Signature/Date