Oplink Communications, Inc. Employment Offer Letter to Daryl Eigen (Vice President of Sales and Marketing)

Summary

Oplink Communications, Inc. offers Daryl Eigen the position of Vice President of Sales and Marketing, with an annual salary of $180,000, standard company benefits, and eligibility for stock options and bonuses. The agreement outlines job responsibilities, reporting structure, compensation, equity grants with vesting schedules, and conditions for accelerated vesting upon certain terminations or company changes. The employment is at-will, meaning either party can terminate at any time. The offer is contingent on proof of work eligibility and requires acceptance by a specified date.

EX-10.32 9 ex-10_32.txt EX 10.32 Exhibit 10.32 August 15, 2000 Mr. Daryl Eigen 22280 Calibre Count, # 1909 Boca Raton, Florida 33433 Dear Mr. Eigen: Oplink Communications, Inc. (the "Company") is pleased to offer you the position of Vice President of Sales and Marketing, on the following terms. You will be responsible for all corporate marketing and sales functions and will report to Frederick Fromm, President. You will work at our facility located at 3469 North First Street, San Jose, California. Of course, the Company may change your position, duties, and work location from time to time as it deems necessary. Your compensation of $180,000 per year, less payroll deductions and all required withholdings, will be payable on a biweekly basis. You will be eligible for the following standard Company benefits: medical insurance, 401(k) retirement savings plan, vacation, sick leave and holidays. Details about these benefits are provided in the Employee Handbook and plan summaries, available for your review. The Company may modify compensation and benefits from time to time as it deems necessary. As equity compensation, you will be given the opportunity to purchase 300,000 shares of the Company's Common Stock, subject to approval by the Company's Board of Directors. The price of such shares shall be the fair market value of the stock at the time of the grant, as determined by the Company's Board of Directors. Any shares so purchased will be subject to vesting on the following terms: 25% shall vest after one year with the balance vesting equally on a monthly basis over the next three years; provided, however, that in the event of a "Change of Control" (as defined below) AND if you are terminated without "Cause" (as defined below) within the first year of your employment with the Company, the vesting of one-fourth (1/4th) of your Option shall be accelerated immediately upon the closing of the Change of Control and the termination without Cause. For the purpose of this Employment Letter Agreement, "CHANGE OF CONTROL" means any one of the following transactions: (i) a sale, lease or other disposition 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, or (iii) a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, and "CAUSE" means the occurrence of any of the following: (i) theft, misappropriation or embezzlement of Company property by the employee, or falsification of any Company documents or records by the employee; or (ii) conviction (including any plea of guilty or NOLO CONTENDERE) of any felony or other crime involving moral turpitude or dishonesty by the Mr. Daryl Eigen August 15, 2000 Page 2 employee; or (iii) any material breach by the employee of any employment agreement between the employee and the Company, which breach is not cured pursuant to the terms of such agreement. If you are terminated without cause within the first year of your employment with the company, one-eighth (1/8th) of your stock option will vest immediately upon your termination of employment. You will be eligible to participate in the new Employee Stock Purchase Plan as provided under the terms of the plan. The Employee Stock Purchase Plan will become effective upon the completion of the Company's public offering. You will be paid a signing bonus of $35,000, which will be paid in full upon your first day of employment with the Company. If you voluntarily terminate your employment or are terminated with Cause (as defined above) by the Company within the first year of your employment, you will be required to pay back the bonus at one-twelfth (1/12) per month within 30 days of termination. You will be eligible for a sales incentive bonus of $2,000 for every ten million dollars ($10,000,000) of invoiced revenue, payable quarterly. This sales incentive bonus is subject to the Company's review and modification before the commencement of every fiscal year. As a Company employee, you will be expected to abide by the Company's rules and regulations, acknowledge in writing that you have read the Company's Employee Handbook, and sign and comply with the attached Employment, Confidential Information and Invention Agreement, which prohibits unauthorized use or disclosure of the Company's proprietary information. During the period of your employment, you will not engage in any employment or business activity other than for the Company without the express written consent of the Company. Normal working hours are from 8:30 a.m. to 5:30 p.m., Monday through Friday. As an exempt salaried employee, you will be expected to work additional hours as required by the nature of your work assignments. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This at-will employment relationship cannot be changed except in a writing signed by a Company officer. This letter, together with your Employment, Confidential Information and Invention Agreement, forms the complete and exclusive statement of your employment agreement with the Company. The employment terms in this letter supersede any other agreements or promises Mr. Daryl Eigen August 15, 2000 Page 3 made to you by anyone, whether oral or written. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. Please sign and date this letter, and return it to me if you wish to accept employment at the Company under the terms described above. This offer is valid until September 01, 2000. If you accept our offer, we would like you to start on _______________. We hope that your expertise will be an important part of our continued effort to strive for excellence and greater success. We look forward to your favorable reply and to a productive and enjoyable work relationship. Very truly yours, /s/ Jack Kao - ---------------------------- Jack Kao Vice President Human Resources Accepted: /s/ Daryl Eigen August 15, 2000 - ---------------------------- ----------------------------------- Daryl Eigen Date