Switchboard, Inc. Board of Directors Offer Letter to Michael Ruffolo

Summary

Switchboard, Inc. offers Michael Ruffolo a position on its Board of Directors, subject to board approval. Compensation includes annual cash retainers for board and committee service, and several grants of non-qualified stock options with specific vesting schedules. All unvested options vest immediately upon a change in control. Ruffolo is expected to join at least one board committee. Acceptance is confirmed by signing and returning the letter.

EX-10.43 3 b47688a2exv10w43.txt OFFER LETTER - MICHAEL RUFFOLO EXHIBIT 10.43 November 20, 2003 Mr. Michael Ruffolo 5 Cobblestone Place Sudbury, Massachusetts 01776 Dear Mike: I am pleased to confirm our interest in having you join the Switchboard, Inc. Board of Directors. In consideration of your service we provide the following compensation: - $25,000 annual retainer, paid quarterly - $5,000 committee chair annual retainer, paid quarterly - $3,000 committee member (non-chair) annual retainer, paid quarterly - A non-qualified stock option to purchase 40,000 shares of Switchboard, Inc. common stock granted, at an exercise price equal to the closing price, on the day of your appointment to the board. This option will vest over four (4) years at the rate of 10,000 shares every twelve (12) months. - A non-qualified stock option to purchase 15,000 shares of Switchboard, Inc. common stock granted, at an exercise price equal to the closing price, on the day of each annual meeting. This option vests 100% on the twelve (12) month anniversary. - A non-qualified stock option to purchase 20,000 shares of Switchboard, Inc. Common stock granted, at an exercise price equal to the closing price, on your four-year anniversary as a board member. This option will vest over four (4) years at the rate of 5,000 shares every 12 months. - Upon a change in control 100% of unvested stock options vest - Subject to further discussions between the two of us, you will be asked to join at least one Committee of the Board of Directors. Your appointment to the Switchboard Board of Directors is contingent on board approval which I plan to address on or before December 10, 2003. Mike, I am excited about your joining the team at Switchboard. I am confident that your extensive business experience will make you an extremely valuable addition to our board and an immediate contributor to our board's decision-making processes. We have some great opportunities ahead of us and I believe that Switchboard represents an exciting and unique opportunity. Please return a signed copy of this letter to me in the enclosed envelope to confirm your acceptance of this offer, and/or call me at ###-###-#### to discuss any follow on questions. Sincerely, William P. Ferry Chairman of the Board Accepted: /s/ Michael Ruffolo ----------------------- Michael Ruffolo