Mr. Georges Antoun
2716 Sylvan Way
It was a pleasure meeting you today. I believe you will be a great addition
to the Redback team.
We would like to offer you the position of Sr VP of Business Development,
reporting to the CEO. Your starting salary will be $300K and you will be
eligible for a $300K bonus. For this year the bonus is guaranteed and will be
prorated i.e. assuming you start on September 4 you will receive a bonus based
on the number of days between September 4 and December 31. For subsequent years
your bonus will based on achieving goals set for you by the CEO.
In addition you will receive a $250K sign on bonus. If you should leave the
company within one year you will have to repay a portion of this bonus. This
will be an after tax reimbursement and will be computed based on the amount of
time you have spent with the company. In other words if you leave at the end of
nine months, 25% of the $250K should go back to the company, we will compute
the amount on an after tax (50%) basis.
We will also offer you an option for 1,000,000 shares of Redback common
stock, subject to our normal option agreement: 1 year cliff, 4 year vesting, and
the approval of the Board of Directors. The unvested shares will vest fully if
there is a change of control and your responsibilities are diminished. The
option will be priced on your first day of work at Redback.
I hope you will accept this offer, please sign and fax a copy of this
letter at 650-325-7288.
Very truly yours, Read and accepted
Pierre R. Lamond Georges Anton
Chairman of the Board
/s/ Pierre R. Lamond /s/ Georges Anton