{"id":38943,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-ariba-inc-and-robert-calderoni.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-ariba-inc-and-robert-calderoni","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-ariba-inc-and-robert-calderoni.html","title":{"rendered":"Employment Agreement &#8211; Ariba Inc. and Robert Calderoni"},"content":{"rendered":"<pre>\n                                   ARIBA, INC.\n                              1565 CHARLESTON ROAD\n                         MOUNTAIN VIEW, CALIFORNIA 94043\n\n\n                                November 22, 2000\n\n\n\nMr. Robert Calderoni\n19753 Minocqua Court\nSaratoga, CA  95070\n\n\nDear Bob:\n\n                  Ariba, Inc. is pleased to offer you employment on the \nfollowing terms:\n\n                  1.       POSITION. You will start in a full-time position \nas Executive Vice President and Chief Financial Officer. You will report to \nthe Chief Executive Officer. By signing this letter, you confirm to Ariba \nthat you are under no contractual or other legal obligations that would \nprohibit you from performing your duties for Ariba.\n\n                  2.       COMPENSATION AND EMPLOYEE BENEFITS. You will be \npaid a starting salary at the rate of $300,000 per annum, payable in \naccordance with Ariba's standard payroll schedule. As a regular employee of \nAriba you will be eligible to participate in a number of Company-sponsored \nbenefits. You shall be eligible to be considered for an annual incentive \nbonus (pro-rated on a fiscal year basis) with a target amount equal to \n$300,000 each fiscal year. Such bonus (if any) shall be awarded in the \nreasonable discretion of the Compensation Committee of the Board based on \nreasonable objective or subjective criteria established in advance by the \nCommittee.\n\nYou will be provided with benefit choices, including medical, dental, vision, \nlife and disability insurance coverage for you and your dependents, as well \nas participation in the 401(k) and Employee Stock Purchase Plans. The \nprovisions of these and other benefits offered by Ariba are explained more \nfully in the Employee Benefits Summary which you will be receiving shortly.\n\n                  3.       STOCK OPTIONS. Subject to the approval of Ariba's \nCompensation Committee, you will be granted an option to purchase 875,000 \nshares of Ariba's Common Stock (the \"First Option\"). The exercise price per \nshare will be equal to the fair market value per share on the date the First \nOption is granted or on your first day of employment, whichever is later. The \nFirst Option will be subject to terms and conditions substantially similar to \nthose applicable to options granted under Ariba's 1999 Equity Incentive Plan, \nas described in that Plan and the applicable stock option agreement. The \nFirst Option will become exercisable for 25% of the First Option shares after \n12 months of continuous service and the balance in equal monthly installments \nover the next 36 months of continuous service, as described in the applicable \nstock option agreement.\n\n\n\n\n\n\nMr. Robert Calderoni \nNovember 22, 2000 \nPage 2\n\n\nSubject to the discretion of Ariba's Compensation Committee, you will be \ngranted an option to purchase 100,000 shares of Ariba Common Stock (the \n\"Second Option\") at a future date. The exercise price per share will be equal \nto the fair market value per share on the date the Second Option is granted. \nThe Second Option will be subject to terms and conditions substantially \nsimilar to those applicable to options granted under Ariba's 1999 Equity \nIncentive Plan, as described in that Plan and the applicable stock option \nagreement. However, the Second Option may vest on an accelerated basis if so \ndetermined by the Compensation Committee on the date of grant.\n\n                  4.       PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT. \nYou will be required to sign the Ariba Employee Agreement. In this document \nyou will be asked to agree to the following: 1) to hold Ariba's proprietary \ninformation confidential during and after employment; 2) that you have not \nbrought any former employer's proprietary information or any of their \nclients' proprietary information with you; and 3) that you will agree to \nassign to Ariba any patentable inventions that you created through your work \nwith Ariba.\n\n                  5.       EMPLOYMENT RELATIONSHIP. Employment with Ariba is \nfor no specific period of time. Your employment with Ariba will be \"at will,\" \nmeaning that either you or Ariba may terminate your employment at any time \nand for any reason, with or without cause. Any contrary representations that \nmay have been made to you are superseded by this offer. This is the full and \ncomplete agreement between you and Ariba on this term. Although your job \nduties, title, compensation and benefits, as well as Ariba's personnel \npolicies and procedures, may change from time to time, the \"at will\" nature \nof your employment may only be changed in an express written agreement signed \nby you and the Chief Executive Officer of Ariba.\n\n                  6.       OUTSIDE ACTIVITIES. While you render services to \nAriba, you agree that you will not engage in any other employment, consulting \nor other business activity without the written consent of Ariba. While you \nrender services to Ariba, you also will not assist any person or entity in \ncompeting with Ariba, in preparing to compete with Ariba or in hiring any \nemployees or consultants of Ariba. Notwithstanding the foregoing, you may \nengage in charitable activities, maintain academic affiliations, board \nmemberships, and related activities all with a view toward maintaining and \nadvancing your professional and community relationships to the benefit of \nAriba, so long as such activities do not interfere with your performance of \nresponsibilities to Ariba. You are specifically permitted to perform \nreasonable services for your former employer to assist with the transition of \nyour successor.\n\n                  7.       WITHHOLDING TAXES. All forms of compensation \nreferred to in this letter are subject to reduction to reflect applicable \nwithholding and payroll taxes.\n\n                  8.       ENTIRE AGREEMENT. This letter supersedes and \nreplaces any prior understandings or agreements, whether oral or written, \nbetween you and Ariba regarding the subject matter described in this letter.\n\n\n\n\n\n\nMr. Robert Calderoni \nNovember 22, 2000 \nPage 3\n\n\n                  We hope that you find the foregoing terms acceptable. You \nmay indicate your agreement with these terms and accept this offer by signing \nand dating both the enclosed duplicate original of this letter and the \nenclosed Employee Agreement and returning them to me. As required by law, \nyour employment with Ariba is also contingent upon your providing legal proof \nof your identity and authorization to work in the United States.\n\n                  We look forward to having you join us on November 22, 2000.\n\n                  If you have any questions, please call me at (650) 930-6200.\n\n                                                 Very truly yours,\n\n                                                 ARIBA, INC.\n\n                                                 \/s\/ KEITH KRACH\n\n                                                 By:  Keith Krach\n                                                 Title:  Chairman &amp; CEO\n\n\n\nI have read and accept this employment offer:\n\n\n                  \/s\/ ROBERT M. CALDERONI\n----------------------------------------------------\n                     Signature of Robert Calderoni\n\nDated:            11\/22\/00 \n        --------------------------------------------\n\n\n\nATTACHMENT\nExhibit A:  Employee Agreement\n\n\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6749],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-38943","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-ariba-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\/38943","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=38943"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38943"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38943"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38943"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}