October 31, 2001
Steve Springsteel
21870 Almaden Avenue
Cupertino, CA 95014
Dear Steve:
I am pleased to offer you the position of Executive Vice President and Chief
Financial Officer with Sagent Technology, Inc. In this exempt position, you will
be responsible for the world wide Financial Operations of Sagent Technology,
Inc., reporting directly to our President and CEO, Ben Barnes. Your start date
will be November 12, 2001.
Your compensation will consist of salary, bonus, available employee benefit
programs and a stock option grant. Your semi-monthly salary will be $9,166.66
annualized to $220,000.00. Your on target earnings will be $330,000.00 based
upon a 50% bonus of $110,000.00, with successful achievement of mutually-agreed
upon objectives. This bonus will be paid annually and on a pro-rated basis for
2001. You will receive a one-time hire on bonus of $20,000.00 payable in your
first regular paycheck. Should you voluntarily leave Sagent prior to 11/12/2002,
you will be responsible for the repayment of this bonus in full.
You will receive a stock option grant of 200,000 shares subject to approval by
the Stock Option Committee. One quarter of the shares will vest after the first
year of employment and the remainder will vest ratably for the remaining 36
months. You will also be eligible to receive an additional 50,000 shares of
stock options after six months of employment. This grant will be earned based on
meeting mutually agreed upon goals and objectives and will vest ratably over 48
months after the grant date. You will be eligible for the Executive Change in
Control policy, a copy of which is attached.
Sagent Technology, Inc. is an "at will" employer, and consequently, employment
at Sagent is for no definite period of time and can be terminated at the will of
either Sagent or the employee at any time and for any reason, with or without
cause.
As an employer based in the United States, Sagent Technology, Inc. is required
to verify that its employees are eligible to work in the United States. On your
first day of employment, you will be required to certify that you are a citizen
or lawful permanent resident or an alien authorized to work in the U.S. Please
bring your Employment Eligibility Verification (Form I-9) and acceptable
supporting documents (as listed on the reverse side of the I-9 Form) to your
first day of work. If you expect to have any difficulty in producing these
documents, please contact our Human Resources Department prior to your
employment to discuss alternative suitable documentation.
You will be required to sign a statement agreeing to hold the company's
proprietary information confidential during and after your employment. You will
also be required to sign a statement that you have not brought any former
employer's proprietary information or any of their clients' proprietary
information with you. You will be required to sign an inventions agreement that
assigns to the company any patentable inventions that you create through your
work with the company.
Please indicate your acceptance of this offer by signing below and faxing back
the letter to me before 11/2/01. Our fax number is 650-815-3433. If you have any
questions please feel free to call Sherry Horn, your HR Administrator, at
650-815-3291.
All of the members of Sagent Technology, Inc. look forward to working with you
and appreciate the talents you bring to your position and the company.
Sincerely,
Anne Crumm
Vice President, Human Resources
Accepted by:
_________________________ ___________________ ________________
Steve Springsteel Today's Date Start Date
Attach: Executive Change in Control Policy
ADDENDUM
In light of the recent events that may require Sagent to restate earnings, I
agree to the following modifications to my previously executed offer letter:
1) Sagent will grant you the additional 50,000 stock options at
the same time and same price as the base 200,000 stock
options; and
2) You will be entitled to a six (6) month salary severance in
the event of a material change of control and a job of similar
kind and compensation is no longer available at the acquiring
company.
AGREED TO AND ACCEPTED BY:
November 16, 2001
_______________________________ ----------------------------------
Steven Springsteel
Exhibit 10.31
November 16, 2001
Steven R. Springsteel
21870 Almaden Avenue
Cupertino, CA 95014
Dear Steve:
Reference is made to the offer letter agreement between Sagent Technology, Inc.
("Sagent") and you dated October 31, 2001 and executed by you on November 9,
2001 (the "Offer Letter") relating to your employment by Sagent as Executive
Vice President and Chief Financial Officer.
In light of recent events that may require Sagent to restate certain previously
reported results of operations, we hereby agree to amend the Offer Letter as
follows:
(1) The additional stock option grant of 50,000 shares to which you
would have been eligible after six (6) months of employment will
be made promptly after the date of execution of this amendment
letter (subject to approval by Sagent's Board of Directors); and
(2) In the event of a "change of control" as defined in the Executive
Change in Control Policy attached to the Offer Letter, if a
position of similar title, duties, responsibilities and
compensation is not available to you with the acquiring or
combined company following the change of control, then, in
addition to any benefits to which you may be entitled under the
Executive Change in Control Policy, you will be entitled to six
(6) months' severance compensation, calculated at your salary
rate on a date prior to the change in control, plus a pro-rata
portion of your bonus assuming a 100% performance payout,
payable in cash in bi-weekly increments, or otherwise in
accordance with the acquiring or combined company's payroll
policies over the six-month period following the date of the
termination of your employment. You will also receive full
health benefits during the 6-month period of severance. The
Company will be responsible for the payment of any applicable
excise taxes that may be associated with the Executive Change in
Control Policy and this addendum.
This letter will, upon its execution by you, amend and supplement the Offer
Letter. Except as set forth in this letter, the Offer Letter remains in force in
accordance with its terms.
Sincerely,
Ben C. Barnes
President and Chief Executive Officer
Agreed and Accepted:
___________________________________ ______________________
Steven R. Springsteel Date
Employment Agreement - Sagent Technology Inc. and Steve Springsteel
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