WebGain, Inc. Executive Vice President of Marketing Employment Offer Letter to Stephen DiFranco

Summary

WebGain, Inc. offers Stephen DiFranco the position of Executive Vice President of Marketing, with an annual base salary of $240,000, eligibility for a bonus plan, stock options, and standard employee benefits. The employment is at-will, meaning either party can terminate at any time. The offer is contingent on a background check, proof of work eligibility, and signing a confidentiality agreement. Disputes (except those involving trade secrets) will be resolved by arbitration. The agreement must be accepted by October 28, 2000, with an anticipated start date of October 30, 2000.

EX-10.10 7 f68895a3ex10-10.txt EXHIBIT 10.10 1 EXHIBIT 10.10 [WEBGAIN LOGO] OCTOBER 26, 2000 Stephen DiFranco 530 Lassen Street Los Altos, California 94022 Dear Stephen: On behalf of WebGain, Inc. (the "Company"), I am happy to extend the following offer of employment to you. This letter will confirm the terms of your offer of employment with the Company. 1. POSITION AND RESPONSIBILITIES. Your title will be Executive Vice President of Marketing and you will assume and discharge such responsibilities as are commensurate with such a position. We believe you are well qualified for this role and we wish to welcome you to the Company. You will be reporting to Joe Menard, CEO. 2. COMPENSATION. In consideration of your services, you will be paid an annualized base salary of $240,000 less deductions required by law, payable in accordance with the Company's standard payroll practices. Your base salary will be reviewed annually by the appropriate management of the Company. You will also be eligible for our Management/Key Employee Bonus Plan, which will provide a target of 40% of your base pay, subject to plan provisions. The bonuses are paid out quarterly. 3. BENEFITS. You will be entitled to receive employee benefits made available by the Company to similarly situated employees to the extent of our eligibility. You will have 3 weeks vacation to starting with your employment at WebGain. 4. STOCK OPTIONS. Under the terms and conditions of the Company's Stock Plan, which may be modified and/or amended from time to time, you will be granted 1,000,000 options to purchase shares of non-voting common stock of the Company. The Company's Stock Plan, including the Stock Option Agreement, will be sent to you separately. The exercise price and grant date will be set by Board approval following your employment start date. 5. CONFIDENTIAL INFORMATION. You agree that you will execute the Company's Proprietary Information and Inventions Agreement. You further agree that, at all times during the term of your employment and thereafter, you will abide by the terms of said agreement. You recognize that the Company desires not to improperly obtain or use any proprietary information or trade secrets of any former employer or the person or entity. 6. CONFLICTING EMPLOYMENT. Prior to receiving this offer of employment from the Company, you may have been engaged in another employment, occupation, consulting or other business activity related to the business in which the Company is now involved or may become involved during the term of your employment. 2 You acknowledge that your involvement in such business activity shall cease prior to your employment by the Company. You further agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of your employment, nor will you engage in any other activities that conflict with your obligations to the Company. 7. TERM OF EMPLOYMENT. All employment at the Company is "at will". This means that both you and the Company have the right to terminate employment at any time, with or without advanced notice, and with or without cause. You may be demoted or disciplined and the terms of their employment may be altered at any time, with or without cause, at the discretion of the Company. No one other than the President of the Company has the authority to alter this arrangement, to enter into an agreement for employment for a specified period of time, or to make any agreement contrary to this policy, and any such agreement must be in writing and must be signed by the President of the Company and by you. 8. CONTINGENCIES. This offer of employment is contingent upon your execution of the Proprietary Information and Inventions Agreement, a satisfactory background check as mentioned in the release you submitted with your application, as well as your ability to show proof of your identity and legal right to work in the United States as required by the U.S. Immigration and Naturalization Service (INS). Therefore, on your first day of employment you will be asked to provide proof of your identity as well as your legal right to work in the United States. In most cases, a United States Passport or a driver's license showing a photo of yourself, and a Social Security Card (which does not restrict your employment) will satisfy the INS regulation. Please bring this identification with you on your first day of employment. 9. ARBITRATION AGREEMENT. You and the Company agree that any dispute or claim, including all contract, tort, discrimination and other statutory claims, arising under or relating to your employment or termination of employment with WebGain, Inc., but excepting claims under applicable workers' compensation law and unemployment insurance claims ("arbitrable claims") alleged against the Company and/or its agents shall be resolved by arbitration. HOWEVER, we agree that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of the Company's trade secrets or proprietary information. Such arbitration shall be final and binding on the parties and shall be the exclusive remedy for arbitrable claims. You and the Company hereby waive any rights each may have to a jury trial in regard to the arbitrable claims. Arbitration shall be conducted by the American Arbitration Association under the National Rules for the Resolution of Employment Disputes. In any arbitration, the burden of proof shall be allocated as provided by applicable law. The Company agrees to pay the fees and costs of the arbitrator. However, the arbitrator shall have the same authority as a court to award equitable relief, damages, costs, and fees (excluding the costs and fees for the arbitrator) as provided by law for the particular claims asserted. This arbitration provision will survive your termination. 10. MISCELLANEOUS. This letter, together with all stock option agreements and the Proprietary Information and Inventions Agreement, is the entire agreement between you and the Company hereto concerning the subject matter hereof and supersedes and replaces all prior or contemporaneous agreements or understandings between you and the Company. If any term herein is unenforceable in whole or in part, the remainder shall remain enforceable to the extent permitted by law. This letter shall be governed under California law. No one but the President of the Company has the authority to alter this offer and any alteration must be in writing signed by the President and you. 3 We are looking forward to having you join the Company. Please acknowledge and confirm your acceptance of this offer by October 28, 2000 at which point the offer will expire. You can accept by signing and returning the enclosed copy of this letter. Please feel free to call me at ###-###-#### if you have any questions. Sincerely, WebGain, Inc. /s/ ANGIE ANTHONY By: Angie Anthony ------------------------------- Title: Director of Human Resources --------------------------- Employee Acceptance: I accept the terms of my employment with the Company as set forth herein. I understand that this offer letter does not constitute a contract of employment for any specified period of time, and that my employment relationship may be terminated by either party, at anytime time, with or without cause or notice. Date 10/26/00 - ----------------------- ----------------------------- Stephen DiFranco /s/ STEPHEN DIFRANCO ----------------------------- Signature Anticipated Start Date: 10/30/00 -------------