Employment Agreement – Stamps.com Inc. and Bruce Coleman
stamps
.com
October 23, 2000
Bruce Coleman
Taos, New Mexico
Dear Bruce,
On behalf of Stamps.com Inc. (the "Company"), I am pleased to offer you the
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position of Chief Executive Officer.
The terms of your new position with the Company are as set forth below:
1. Position.
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a. You will become Chief Executive Officer for the Company
working out of the Company's Santa Monica corporate offices.
You will assume responsibility for all aspects of the
Company's operations, including such duties as may be
required by the Company's Board of Directors.
b. During the term of your employment, you agree that you will
devote all of your business time and attention to the
business of the Company, the Company will be entitled to all
of the benefits and profits arising from or incident to all
such work services and advice, and you will not directly or
indirectly engage or participate in any business that is
competitive in any manner with the business of the Company.
2. Start Date. Subject to fulfillment of any conditions imposed by
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this letter agreement, you will commence this new position with
the Company as soon as possible and in no event later than
October 30, 2000.
3. Proof of Right to Work. For purposes of federal immigration law,
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you will be required to provide to the Company documentary
evidence of your identity and eligibility for employment in the
United States. Such documentation must be provided to us within
three (3) business days of your date of hire, or our employment
relationship with you may be terminated.
4. Compensation.
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Base Salary. You will be paid a monthly salary of $35,000. Your
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salary will be payable in two equal payments per month pursuant
to the Company's regular payroll policy.
5. Stock Options.
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Grant. The Company will grant you an option under the Company's
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1999 Stock Incentive Plan to purchase 100,000 shares of the
Company's Common Stock, with an exercise price equal to the
closing price on Nasdaq of the Company's Common Stock on your
start date. Additionally, the Company will grant you an option
under the Company's 1999 Stock
October 23, 2000 stamps
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Incentive Plan to purchase 25,000 shares of the Company's Common
Stock, with an exercise price equal to $10.00 per share. Each
option will be an incentive stock option to the maximum extent
allowed by the tax code.
Vesting. Both of your options will vest over a period of six
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months (six equal monthly installments) beginning with your start
date. Vesting is contingent upon your continued employment with
the Company.
Change in Control Provision. Your options will include a change
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in control provision, which provides for full vesting
acceleration upon a change in control of the Company. A "change
in control" shall be defined as (i) an acquisition, merger or
consolidation in which securities possessing more than fifty
percent (50%) of the total combined voting power of the Company's
outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately
prior to such merger or consolidation, or (ii) the sale, transfer
or other disposition of all or substantially all of the assets of
the Company in liquidation or dissolution of the Company.
Electronic Delivery of Grant Documentation. A third-party
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administers the Company's stock incentive plans. Following your
grant date, your stock option information will be provided to the
plan administrator and the administrator will deliver an email to
you which contains a personal password that allows you to access
your options information through the administrator's web site.
Included in your secure account will be your specific stock
option grant information. Also available on the administrator's
web site will be the general terms of your grant, including the
terms of the change in control provision. You will consummate all
stock options transactions through this administrator's web site.
By signing this letter, you agree to the electronic delivery of
your stock option grant documentation as described above.
6. Benefits.
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a. Insurance Benefits. The Company will provide you with
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standard medical and dental insurance benefits available to
all employees of the Company.
b. Vacation. You are entitled to standard vacation benefits
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available to all employees of the Company.
c. Cost Reimbursement. The Company agrees to reimburse you for
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reasonable living expenses incurred by you for living in the
Los Angeles area in connection with your employment with the
Company. In addition, the Company agrees to reimburse you
for travel expenses related to travel to and from your
residence in Taos, New Mexico.
7. Confidential Information and Invention Assignment Agreement. Your
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acceptance of this offer and commencement of employment with the
Company is contingent upon the execution, and delivery to an
officer of the Company, of the Company's Confidential Information
and Invention Assignment Agreement, a copy of which is enclosed
for your review and execution (the "Confidentiality Agreement"),
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prior to or on your start date.
8. Confidentiality of Terms. You agree to follow the Company's
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strict policy that employees must not disclose, either directly
or indirectly, any information, including any
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October 23, 2000 stamps
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of the terms of this agreement, regarding salary, bonuses, or
stock purchase or option allocations to any person, including
other employees of the Company; provided, however, that you may
discuss such terms with members of your immediate family and any
legal, tax or accounting specialists who provide you with
individual legal, tax or accounting advice.
9. At-Will Employment. Your employment with the Company will be on
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an "at will" basis, meaning that either you or the Company may
terminate your employment at any time for any reason or no
reason, without further obligation or liability.
10. Offer Expiration. This offer is valid through October 25, 2000.
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We are all delighted to be able to extend you this offer and look forward
to working with you. To indicate your acceptance of the Company's offer,
please sign and date this letter in the space provided below and return it
to the undersigned, along with a signed and dated copy of the
Confidentiality Agreement. This letter, together with the Confidentiality
Agreement, set forth the terms of your employment with the Company and
supersedes any prior representations or agreements, whether written or
oral. This letter may not be modified or amended except by a written
agreement, signed by the Company and by you.
Very truly yours,
Stamps.com Inc.
By: /s/ Michael Zuercher
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Title: Secretary
ACCEPTED AND AGREED:
BRUCE COLEMAN
/s/ Bruce Coleman
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Signature
10/25/2000
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Date
Enclosure: Confidential Information and Invention Assignment Agreement
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