Employment Offer Letter for Chief Financial Officer between SiteSmith, Inc. and Michael E. Seifert

Summary

SiteSmith, Inc. offers Michael E. Seifert the position of Chief Financial Officer, reporting to the CEO, with a $150,000 annual salary, a $50,000 sign-on bonus, and a grant of 500,000 stock options (subject to board approval and plan terms). The offer includes 16 personal days off per year and eligibility for company benefits. If a new CEO is hired within the first year and Seifert's role is materially changed, he is entitled to a separation package with salary continuation and accelerated stock vesting. Employment is at-will and contingent on signing confidentiality and invention assignment agreements.

EX-10.18 22 0022.txt EXHIBIT 10.18 EXHIBIT 10.18 March 28, 2000 Michael E. Seifert 13957 Albar Court Saratoga, CA 95070 Dear Michael, I am delighted to offer you the position of Chief Financial Officer with SiteSmith, Inc. You will report directly to Marv Tseu, President and Chief Executive Officer. The following summarizes the details of our verbal offer: START DATE: To be determined TITLE: Chief Financial Officer ANNUAL BASE SALARY: $150,000.00 SIGN ON BONUS: $50,000.00 STOCK OPTION GRANT: 500,000 Shares (Stock Option Grant is subject to the rules of the SiteSmith, Inc. Employee Stock Plan, vesting schedule, and Approval of the Board of Directors. This plan will be sent under separate cover.) VACATION: 16 Personal Time Off (PTO) days per year SEPARATION PACKAGE: In addition, if within the first year of your employment, SiteSmith hires a new CEO and your position is materially changed (i.e. reduction of position, salary, significant change in job location), this change will be construed as a constructive termination and you will be given a separation package to consist of the following: 6 (six) months base salary continuation 6 (six) month acceleration of vesting with a minimum guarantee of 1 (one) year total vesting (including current vested amount) In regards to the acceleration of vesting, stock options will be provided in the event of a "change of control". The acceleration will only happen if both a change of control and constructive termination has occurred. The acceleration will be for half of whatever options are not currently vested. In addition, you will be given the opportunity to exercise in advance your stock options with the provision that the company has the right to repurchase shares at the exercise price for shares that would be unvested in a normal 4 year vesting schedule. You will also be eligible for coverage under the SiteSmith, Inc., Medical and Dental plans and Life Insurance plans. Descriptions of these plans will be provided when you report for work. Enclosed is our company's Confidentiality Agreement and Invention Assignment Agreement. Please be sure to read each of these Agreements and understand that you will be asked to sign each Agreement as a condition of employment. SiteSmith, Inc., is an "at will employer" thus either you or the Company may terminate the employment relationship at any time for any reason with or without cause. We are pleased to extend this offer to you until March 27, 2000. To accept, please sign below and return to Sherri Shimomura, Senior HR Manager at SiteSmith, 3283 Scott Blvd., Santa Clara, CA 95054. Please retain the duplicate for your records. Michael, we are very excited about the prospects of working with you. In fact, we believe that you will be an important contributor towards our continued success. In closing, I would like to mention that we are excited about the prospects of working with you. In fact, we believe that you will be an important contributor towards our continued success. Sincerely, /s/ Marv Tseu Marv Tseu President and Chief Executive Officer SiteSmith, Inc. Accepted and Agreed to by: /s/ Michael Seifert 3/22/2000 Michael Seifert Date - ----------------------------- Start Date (if different from above)