{"id":39274,"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-improvenet-inc-and-ronald-b-cooper.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-improvenet-inc-and-ronald-b-cooper","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-improvenet-inc-and-ronald-b-cooper.html","title":{"rendered":"Employment Agreement &#8211; ImproveNet Inc. and Ronald B. Cooper"},"content":{"rendered":"<pre>\nFebruary 16, 1999\n\nRonald B. Cooper\n6029 Canterbury Drive\nAgoura Hills, CA  91301\n\nRE:      EMPLOYMENT TERMS\n\nDear Ron:\n\n         ImproveNet, Inc. (the \"Company\") is pleased to offer you the \nposition of Chief Executive Officer, on the following terms:\n\n         As the CEO, you will perform the duties customarily associated with \nthis position, including direct responsibility for the overall profit and \nloss of the Company, managing the Company's growth plans and such duties as \nmay be assigned to you by the Company's Board of Directors (the \"Board\"). \nYour primary office will be the Company's headquarters, located at 1286 \nOddstad Drive, Redwood City, California. In recognition of your personal \nrequirement to maintain your primary residence in Agoura Hills, California, \nyou may, at your discretion, open a satellite office with reasonable support \nin the Los Angeles area to assist you in meeting your family needs while \nleading the Company. When you commute from the Los Angeles area to Redwood \nCity, you will be reimbursed for reasonable, documented: (i) housing expenses \nin the Redwood City area, and (ii) approved travel expenses consistent with \nCompany policy. In addition, the Company agrees to reimburse you for \nreasonable, documented business expenses pursuant to Company policy.\n\n         Your compensation will be twenty five thousand dollars ($25,000) per \nmonth, less payroll deductions and all required withholdings, paid \nsemi-monthly. When you begin work at ImproveNet, you will be eligible for a \nbonus for fiscal year 1999, with a target of one hundred thousand dollars \n($100,000) based on goals and objectives to be mutually agreed upon by you \nand the Board within sixty (60) days of your date of employment.\n\n         The Company will loan you on a non-recourse basis up to five hundred \nthousand dollars ($500,000) at the minimum interest rate allowable by law \npursuant to the terms of a mutually-agreeable promissory note to include the \n\nfollowing terms:\n\n         1.       After the Company's private placement financing has closed and\n                  is in the bank, you may draw on this loan up to a maximum two\n                  hundred fifty thousand dollars ($250,000) per quarter.\n\n         2.       The loan will be due and payable on the first day of the month\n                  one year after the date the Company's Common Stock is publicly\n                  traded, unless your employment with the Company has terminated\n                  as described below.\n\n\n                                     \n\n\n\n         3.       If the Company terminates your employment without cause within\n                  two (2) years from your date of employment, you agree to repay\n                  to the Company a portion of the principal plus accrued\n                  interest within ninety (90) days of the termination date, as\n                  follows: During the first year of employment, the Company will\n                  forgive fifty percent (50%) of the loan balance. At the\n                  beginning of the second full year of employment, the Company\n                  will forgive seventy-five percent (75%) of the loan balance.\n                  After the beginning of the third full year of employment, the\n                  Company will forgive one hundred (100%) of the loan balance.\n\n         4.       If you resign or the Company terminates your employment with\n                  cause, you must repay the outstanding principal sum plus all\n                  accrued interest within ninety (90) days after the termination\n                  date. For the purpose of the promissory note, cause means: (i)\n                  conviction of any felony or any crime involving moral\n                  turpitude or dishonesty; (ii) participation in a fraud or act\n                  of dishonesty against the Company; (iii) material breach of\n                  the Company's policies; (iv) intentional damage to the\n                  Company's property; (v) material breach of the Proprietary\n                  Information and Inventions Agreement or other disclosure of\n                  nonpublic Company information; or (vi) willful participation\n                  in any conduct, either directly or indirectly, that competes\n                  with the business of the Company.\n\n         5.       The loan will be secured solely by a pledge of your stock in\n                  the Company as may be acquired. In all circumstances, the\n                  Company's recourse will be limited to the realizable value of\n                  the vested portion of said stock.\n\n\n         You will be eligible for the following benefits in accordance with \nCompany policy: medical, vision, dental, life and AD&amp;D insurance as well as \nvacation, sick leave, and holidays. Details about these benefits will be \navailable for your review. To the extent that the medical, vision, dental, \nlife and AD&amp;D benefits are not substantially equivalent to the benefits \nprovided to you by your previous employer, the Company will take all \nreasonable steps during your first sixty (60) days of employment to provide \nyou with such benefits.\n\n         Upon approval by the Board, you will receive a stock option grant \n(the \"Option Grant\"). The total number of shares of the common stock of the \nCompany (the \"Common Stock\"), which the Option Grant will entitle you to \npurchase, will equal six percent (6%) of the fully diluted shares outstanding \nof the Company immediately after its next financing. The exercise of the \nOption Grant will be determined by the Board, but will not be in excess of \nthe fair market value of a share of the Common Stock on the date of the grant \nor on the date of the closing of financing, as the case may be, as determined \nby the Board. One-fourth of the shares covered by the Option Grant will vest \none year after the date of grant; 1\/48th of such shares will vest monthly \nthereafter as long as you remain in service with the Company. To the extent \npermitted by applicable laws, any such stock option grant made pursuant to \nthis agreement, will be an incentive stock option. The terms of any such \nstock option grant will be set out in an Incentive Stock Option, similar to \nthe one attached as Exhibit B. In addition, any such stock option grant will \ninclude standard repurchase rights and a right of first refusal as mutually \nagreed upon by the parties. You will have, at your discretion, the right to \nreceive up to fifty percent (50%) of your equity (three percent (3%) of the \ntotal Company shares on a fully diluted basis) in the form of a grant of \nshares to purchase restricted stock of the Company, provided, however, that \nthe Company will have a repurchase option with respect to the shares covered \nby such grant of rights (the \"Repurchase Option\"). The Repurchase Option will \nlapse as follows: one-fourth \n\n\n                                     \n\n\n\nof the shares will be released from the Repurchase Option on the first \nanniversary of the date of grant; 1\/48th of the shares will be released \nmonthly thereafter as long as you remain in service with the Company. The \nshares covered by such grant of rights may be subject to additional \nrepurchase rights should your service with the Company terminate and to a \nright of first refusal. Specific terms of the grant of rights will be \nfinalized within sixty (60) days of your date of employment.\n\n         As an employee of the Company, you will be expected to abide by \nCompany rules and regulations, acknowledge in writing that you have read the \nCompany's Employee Handbook, and sign the Proprietary Information and \nInventions Agreement, attached as Exhibit A.\n\n         You may terminate your employment with the Company at any time and \nfor any reason whatsoever simply by notifying the Company. Likewise, the \nCompany may terminate your employment at any time and for any reason \nwhatsoever, with or without cause or advance notice. This at-will employment \nrelationship cannot be changed except in writing signed by a Company officer.\n\n         This letter agreement, together with your proprietary information \nand inventions agreement, constitutes the complete and exclusive statement of \nyour employment agreement with the Company. The employment terms in this \nletter supersede any other agreements or promises made to you by anyone, \nwhether oral or written. This Agreement is entered into without reliance upon \nany promise, warranty or representation, written or oral, other than those \nexpressly contained herein, and it supersedes any other such promises, \nwarranties, representations or agreements. It may not be amended or modified \nexcept by a written instrument signed by you and a duly authorized officer of \nthe Company. If any provision of this Agreement is determined to be invalid \nor unenforceable, in whole or in part, this determination will not affect any \nother provision of this Agreement. As required by law, this offer is subject \nto satisfactory proof of your right to work in the United States.\n\n         Please sign and date this letter and the attached Proprietary \nInformation and Inventions Agreement, and return them to me if you wish to \naccept employment at the Company under the terms described above. If you \naccept our offer, we would like you to start on or before March 22, 1999.\n\n         We look forward to your favorable reply and to a productive and \nenjoyable work relationship.\n\n                                      Very truly yours,\n\n                                      ImproveNet, Inc.\n\n\n                                      By:    \/s\/ Robert Stevens\n                                         -------------------------------------\n                                             Robert Stevens\n                                             Chief Executive Officer\n\nExhibit A - Incentive Stock Option\nExhibit B -- Proprietary Information and Inventions Agreement\n\n\n                                     \n\n\n\nACKNOWLEDGED AND ACCEPTED:\n\n\n\/s\/ Ronald B. Cooper\n-----------------------------------\nRonald B. Cooper\n\nDATE: February 19, 1999\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7843],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39274","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-improvenet-inc","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\/39274","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=39274"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39274"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39274"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39274"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}