AGREEMENT OF EMPLOYMENT
GEORGE T. SHAHEEN AND WEBVAN GROUP
POSITION: President, Chief Executive Officer and Board Member
EFFECTIVE DATE: September 19, 1999
SALARY: $500,000 base plus 50% ($250,000) bonus at target (as set by the Board
of Directors after conclusion with CEO)
TRANSITION STOCK GRANT:
A. 1,250,000 shares granted on September 19, 1999 without
B. Tax loan of 50% of Fair Market Value of grant on date
of grant, with interest to accrue at interest rate
possible to avoid imputation of income, with principal
and interest to be repaid solely out of 10% of gains
from sale of stock by executive, less commissions, but
before income or capital gains tax on such gains.
Covered sale of stock includes direct or indirect
sales, options exercised and sale, and sale of options
and includes sales by entities affiliated with
executive such as revocable trusts and trusts for
children of executive. Gains are measured from the
option exercised priced and the fair market value of
the stock grant, as applicable.
15,000,000 Shares at $8.00 per share
20% (3,000,000 shares) vest on effective date
80% to vest monthly over 4 years from September
Early Exercise: Executive may exercise early
subject to a repurchase option at cost as to
SUPPLEMENTAL RETIREMENT PLAN:
Company to provide supplemental retirement benefit to
Executive equal to 50% of base compensation plus bonus at
target upon retirement for any reason after 6/30/2000.
Benefit to be payable to Executive and then to spouse if
she survives for their joint lives.
Base compensation and bonus to be amounts set forth above upon
retirement during the four year period ending September 19, 2003.
Thereafter base and bonus to be determined using standard formulas
(like average of top three years in last five years before
Company to use best efforts to fund the retirement obligation if no
material adverse effect other than cash cost.
Company may credit against supplemental retirement benefit any
social security benefits to which executive is entitled and any
other retirement benefits earned while employed by the company.
1. Resignation without good reason:
- No severance or accelerated vesting. Transition Stock Grant
arrangement and Supplemental Retirement Plan survive.
2. Termination for cause (essentially criminal conduct):
- same as item #1 above.
3. Termination without cause (e.g. for reasons other than criminal
conduct) or resignation with good reason (standard provision
covering substantial change in compensation or responsibilities,
requirement of a major relocation e.g. out of San Francisco Bay
-2 year severance of base plus bonus as target, with full
benefits including vesting.
4. Change of Control: If there is a change of control followed
within 12 months by a termination without cause or a
resignation for good reason, then:
o all stock will be fully vested
o 3 years severance (base plus bonus at target)
o company to pay excise taxes, if any, plus full gross-up to
cover tax liability of Executive
5. Termination upon death or permanent disability:
o Accelerated vesting of 50% of unvested stock
o 12 months to exercise options
ADVISOR FEES: 2,500 Shares of Common Stock
LEGAL FEES: Executive to bear own expenses
SIGNED: /s/ George T. Shaheen
WEBVAN GROUP, INC.
/s/ Louis H. Borders