Qualys, Inc. Executive Offer Letter to John Wilson (EVP Worldwide Field Operations)
Qualys, Inc. offers John Wilson the position of Executive Vice President, Worldwide Field Operations, reporting to the CEO. The agreement outlines an annual salary of $200,000, a $25,000 hiring bonus (repayable if he leaves within a year), eligibility for quarterly commissions, standard company benefits, and a stock option grant subject to a three-year vesting schedule. Employment is at-will, and John must sign a Proprietary Information and Inventions Agreement. The offer is contingent on reference and background checks, and proof of legal work status in the U.S.
Exhibit 10.7
August 20, 2010
John Wilson
[Address]
Dear John:
On behalf of Qualys, Inc., I am pleased to offer you the position of EVP Worldwide Field Operations reporting to Philippe Courtot, Chairman and CEO. The details of your offer are outlined below:
| Salary: | $200,000* (Annual Salary) *To be paid semi-monthly. Less payroll deductions and all required withholding. | |
| Hiring Bonus: | $25,000 (payable on the first pay period after your hire date) Should you voluntarily terminate from Qualys, Inc. for any reason within one year of your hire date, you will be required to repay Qualys. Inc. the hiring bonus. | |
| Commission: | You will be eligible to receive up to $43,750 per quarter. The terms of the commission will be determined soon after you begin employment The commission for the first quarter of employment will be guaranteed. | |
| Benefits: | You will be eligible for the following standard Company benefits as of the first of the month following date of hire: Medical and Dental Insurance 401k plan Flexible Spending, 4 weeks Vacation, Sick Leave. Company Assigned Holidays and other benefits described in the Summary Plan available for your review. Qualys may modify compensation and benefits from time to time as it deems necessary. | |
| Stock: | We will recommend to the Board of Directors that you be granted a stock option to purchase 0.65% fully diluted shares of Common Stock under Qualys 2000 Equity Incentive Plan. Your option will be subject to a three- year vesting schedule, with vesting to commence as of your start date as an employee under this agreement. Under the vesting schedule your shares under your initial option would vest at the rate of 2.7778% of such shares vesting for each full month of continuous employment completed. However 50% of the then unvested stock options shall be vested if Qualys sells all or substantially all of its assets or its stock. | |
As a Qualys employee, you will be expected to abide by Company rules and regulations, and sign and comply with the attached Proprietary Information and Inventions Agreement, which prohibits unauthorized use or disclosure of Qualys’ proprietary information.
Your employment relationship with Qualys is at-will. You may terminate your employment with Qualys at any time and for any reason whatsoever simply by notifying Qualys. Likewise, Qualys 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.
Qualys, Inc.
1600 Bridge Parkway, Redwood Shores, CA 94065
###-###-#### F ###-###-#### www.qualys.com
This letter, together with your Employee Proprietary Information and Inventions Agreement and the option agreement between you and Qualys (relating to your option grant described above), forms the complete and exclusive statement of your employment agreement with Qualys. The employment terms in this letter supersede any other agreements or promises made to you by anyone, whether oral or written. Your employment is contingent upon providing evidence of your legal right to work in the United States as required by the Immigration and Naturalization Service.
We look forward to your acceptance of employment with Qualys under the terms described above. To accept this offer, please sign and date this letter. Please return the original offer letter along with the Employee Proprietary Information and Inventions Agreement in the enclosed envelope and keep a copy of the offer letter for your records. This offer will expire on Wednesday, August 25, 2010 and is contingent upon successful reference checks and a satisfactory background check.
John, we are excited about you joining our team. If you have any questions, please feel free to call me at (650) ###-###-####.
| Sincerely, |
| /s/ Rima Touma Bruno |
| Rima Touma Bruno |
| VP, Human Resources |
| Offer Accepted By: | Date Accepted: | Start Date: | ||||||
| /s/ John Wilson | 8/25/10 | TBD | ||||||
| John Wilson | no later than January 4, 2011 | |||||||
