{"id":38793,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/directorship-agreement-accrue-software-inc-and-bruce-armstrong.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"directorship-agreement-accrue-software-inc-and-bruce-armstrong","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/directorship-agreement-accrue-software-inc-and-bruce-armstrong.html","title":{"rendered":"Directorship Agreement &#8211; Accrue Software Inc. and Bruce Armstrong"},"content":{"rendered":"<pre>                          [ACCRUE SOFTWARE, INC. LOGO]\n\n\n\n                                 April 17, 2002\n\nMr. Bruce Armstrong\n3974 Washington Street\nSan Francisco, CA 94118\n\nDear Bruce:\n\n        On behalf of the Board of Directors of Accrue Software, Inc. (the\n\"Company\"), I am pleased to confirm your appointment as a member of the Board of\nDirectors effective as of April 17, 2002 to fill the vacancy created by the\nresignation of Jeffrey Walker and your acceptance of such appointment. Speaking\nfor myself, as well as the other members of the Board of Directors and the\nCompany's management team, we are all very impressed with your credentials and\nwe look forward to your future success in these roles.\n\n        In consideration for your service as a member of the Board of Directors\nof the Company, I will recommend that the Board of Directors grant you an option\nto purchase 300,000 shares of the Company's Common Stock with an exercise price\nequal to the fair market value on the date of the grant. These option shares\nwill vest at the rate of 1\/24th of the shares subject to the option per month\nafter your vesting commencement date of April 18, 2002. You will be eligible for\nacceleration of vesting upon achievement of certain short-term performance\nobjectives, as determined by the Board of Directors, which will be provided to\nyou in writing by the Chairman of the Board. The option will be a nonqualified\nstock option and will be subject to the terms of the Company's 1996 Stock Plan\nand the Stock Option Agreement between you and the Company. In addition, you\nwill be paid a cash performance bonus in an amount determined by the Board of\nDirectors in its sole discretion which shall be paid to you upon satisfactory\nfulfillment of your aforementioned duties as a member of the Board of Directors\nno later than December 31, 2002. The Company shall reimburse you for reasonable\ntravel and other expenses incurred in the course of performing services\nhereunder. You will receive no other compensation for your services as a member\nof the Board of Directors of the Company.\n\n        Additionally, you agree that prior to commencement of your service as a\nmember of the Board of Directors, you will execute, and deliver to an officer of\nthe Company, the Company's Confidential Information and Invention Assignment\nAgreement, a copy of which is enclosed for your review and execution (the\n\"Confidentiality Agreement\"). In addition, you will abide by the Company's\nstrict policy that prohibits any new employee, consultant or advisor from using\nor\n\n\n\n\nbringing with him or her from any previous employer any confidential\ninformation, trade secret, or proprietary materials or processes of such\nemployer. You agree that your relationship with the Company will be that of a\ndirector and not that of an employee. You also agree to resign from the Board of\nDirectors if requested by a majority of the then sitting members of the Board.\n\n        Again, let me indicate how pleased we all are to extend this offer, and\nhow much we look forward to working together. Please indicate your acceptance by\nsigning and returning the enclosed copy of this letter. This letter may not be\nmodified or amended except by a written agreement, signed by the Company and by\nyou.\n\n\n\n                                          Very truly yours,\n\n                                          ACCRUE SOFTWARE, INC.\n\n                                          \/s\/ Robert Smelick\n                                          By: Robert Smelick\n\n\n                                          Title: Chairman of the Board\n\n\nACCEPTED AND AGREED:\n\nBRUCE ARMSTRONG\n\n\/s\/ Bruce Armstrong\n---------------------------------------\nSignature\n\nApril 17, 2002\n---------------------------------------\nDate\n\nAttachment A:  Confidential Information and Invention Assignment Agreement\n\n\n\n\n\n\n                                      -2-\n\n\n\n                                  ATTACHMENT A\n\n           CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT\n\n\n\n\n                                      -3-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6556],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-38793","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-accrue-software-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38793","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38793"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38793"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38793"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38793"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}