{"id":39279,"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-intelligent-systems-for-retail-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-intelligent-systems-for-retail-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-intelligent-systems-for-retail-inc-and.html","title":{"rendered":"Employment Agreement &#8211; Intelligent Systems for Retail Inc. and Arvind Peter Relan"},"content":{"rendered":"<pre>\nJanuary 16, 1998\n\n\n\nArvind Peter Relan\n2472 Whitney Drive\nMountain View, Ca. 94043\n\nDear Peter:\n\nWe are very pleased to extend you an offer to serve as the Senior Vice\nPresident, Software Development, for Intelligent Systems for Retail, Inc.\n(\"ISR\").\n\nWe at ISR believe that your skills, experience, and personal attributes will\nenable us to be a leader in the development of this internet commerce company.\n\nThis letter serves as an offer of employment to you from ISR. The terms of the\noffer supersede all prior oral and written communications between you and ISR or\nany representative thereof. If the terms below are acceptable, please sign and\nreturn one copy of the letter before Friday, January 16th, 1:00 PM to accept our\noffer of employment.\n\nPOSITION\n\nYour job title will be Senior Vice President, Software Development.\n\nEFFECTIVE DATE\n\nYour first date to report to work at ISR, 1241 E. Hillsdale Blvd., Suite 210,\nFoster City, CA 94404, will be February 16, 1998.\n\nDUTIES\n\nYou will report to Louis Borders, President &amp; CEO of ISR. Your primary\nresponsibility will be to lead ISR's software development efforts. You will also\nbe a member of the Executive Team with responsibility for determining the long\nterm direction and goals of ISR and for developing strategies and tactics to\nmeet those goals, along with all other duties as assigned.\n\n\n\n   2\nSALARY\n\nYour salary shall be $16,667 per month. Payroll periods occur once every two\nweeks. Your salary shall be reviewed each January on an annual basis in\naccordance with review procedures established by the ISR Associate Handbook. In\naddition, you will receive a \"sign-on\" bonus of $7,692.31, payable within two\nweeks of your date-of-hire.\n\nAt any time prior to June 2, 1998, by written notice to ISR, you may elect to\nreduce your future salary to $12,500 per month from $16,667 per month. If you\nmake such election, you will be granted an additional option to purchase 25,000\nshares of Common Stock at an exercise price equal to the fair market value (not\nto exceed 15% of the Preferred Stock price) of the Common Stock at the date of\ngrant. The vesting schedule and other terms of the option will be the same as\nthose for your 638,000 share grant.\n\nINCENTIVE PLAN\n\nYou shall be granted an incentive stock option (the \"Option\") to purchase\n638,000 shares (approximately 3.7% of the total of Preferred Shares outstanding,\nCommon Shares outstanding and stock option pool) of ISR's common stock at an\nexercise price equal to $.15. The Option shall vest at the rate of 25% of the\nshares subject to Option at the end of twelve months and at the rate of 6.25% of\nthe shares subject to Option each three months thereafter, so that 100% of the\nOption shall be vested after four years, subject to your continued full-time\nemployment with ISR as of each vesting date. Except as specified herein, the\nOption is in all respects subject to the terms and conditions of the 1997 Stock\nPlan (the \"Stock Plan\") and standard form of option agreement (the \"Option\nAgreement\").\n\nIn the event that your employment with ISR is terminated for any reason\nfollowing the date of your second anniversary as an employee of ISR or for 30\ndays after such termination, upon written notice to ISR, ISR will at ISR's\nchoice either (i) pay to you a lump sum amount of $3.0 million OR (ii)\naccelerate the vesting of all of the options to purchase 663,000 shares\n(including the 25,000 shares which may be granted to you upon the salary\nreduction described herein), in which case the options shall remain exercisable\nfor a period of 30 days thereafter (following which they shall terminate).\n\nBeginning on the first anniversary of your employment with ISR, you shall have\nthe right to cause ISR to purchase up to 159,500 shares of your Common Stock at\na price of $4.39 per share. You must exercise such right on or prior to the date\nwhich is 30 days following the second anniversary of your employment with ISR.\nIn addition, beginning on the second anniversary of your employment with ISR,\nyou shall have the right to cause ISR to purchase up to an additional 159,500\nshares of your Common Stock at a price of $4.39 per share. You must exercise\nsuch right on or prior to the date which is 30 days following the second\nanniversary of your employment with ISR.\n\n\nPage 2\n\n\n\n   3\nIn the event that ISR does not purchase shares offered for purchase pursuant to\nthis paragraph within 30 days following written request for such purchase, then\nLouis H. Borders agrees to purchase such shares on equivalent terms within 30\ndays (the \"Personal Guarantee\").\n\nIn the event that you do not exercise any of your rights to sell shares to ISR\nas contemplated by the previous paragraph, ISR agrees to loan you up to\n$500,000. You may exercise your right to such loan on or prior to the date which\nis 30 days following the first anniversary of your employment with ISR. Any such\nloan (i) shall bear interest at the minimum rate necessary to avoid imputed\ninterest pursuant to the Internal Revenue Code of 1986, (ii) shall have interest\npayable quarterly until loan principal is due, (iii) shall be payable in full\nupon the first to occur of the second anniversary of the date of the loan or 90\ndays following the termination of your employment for any reason, and (iv) shall\nbe secured by 113,929 shares of ISR Common Stock held by you.\n\nAll of the options to be granted to you hereunder shall include an \"early\nexercise\" provision so that the options may be exercised for cash prior to the\ntime they are vested provided that you execute a restricted stock purchase\nagreement with ISR, in a form acceptable to both parties, providing ISR with the\nright to repurchase your unvested shares at their original cost upon the\ntermination of your employment, or upon such other price and terms as provided\nin this letter.\n\nYou shall also have the right to participate in future sales of Preferred Stock\nby ISR to investors up to a maximum amount of $200,000 for each round of\nfinancing. ISR will give you notice of such future financings and you must\nexercise your right to participate no later than 10 days prior to the\nanticipated closing date of the financing. The per share purchase price and the\nother terms of your participation in such financing shall be substantially the\nsame as the other investors. This right shall terminate upon the first to occur\nof (i) the termination of your employment with ISR for any reason and (ii) the\nday prior to the closing of the initial public offering of ISR's stock.\n\nBENEFITS\n\nYou will receive the standard benefits for full-time Associates at ISR. These\nstandard benefits are listed and explained in the ISR Associate Handbook,\nadministered via TriNet Employer Group. A copy of the policies and benefits\nsection of the handbook will be provided for your information.\n\nIn lieu of the standard health benefits through October 31, 1998, ISR agrees to\nreimburse you for your COBRA related expenses to purchase health insurance\nthrough October 31, 1998.\n\n\nPage 3\n\n\n\n   4\nIn addition, ISR makes available a 401(k) plan to all employees at the beginning\nof the month following Employee's date of hire. Eligible Employees may elect to\ncontribute up to 15% of their salary to the 401(k) plan, subject to the legal\nmaximum per year. The company will match 100% of the first $500 and 25%\nthereafter up to a maximum Employer match of $2,000 per year of qualifying\nEmployee contributions. Further details will be provided in the 401(k) Plan\nHandbook at the time of enrollment.\n\nNON-DISCRIMINATION\n\nISR is an equal-opportunity employer, and will not discriminate against its\nemployees or applicants in any employment decision or practice because of race,\ncolor, religion, sex, national origin, marital status, pregnancy, age, ancestry,\nphysical handicaps, or medical condition.\n\nPROPRIETARY INFORMATION\n\nYou will be required, as a condition of employment, to sign a Proprietary\nInformation Agreement. A sample Proprietary Information Agreement is attached\nhereto.\n\nOUTSIDE WORK\n\nAll ISR Associates are expected to devote their full energies, efforts, and\nabilities to their employment. Accordingly, full-time Associates are not\npermitted to accept outside employment on a full-time basis without first\nobtaining their supervisor's written approval.\n\nAT-WILL EMPLOYMENT\n\nThe relationship between you and ISR will be for an unspecified term and will be\nconsidered at will. No employment contract is created by the existence of any\npolicy, rule or procedure in the ISR Associate Handbook, any ISR document, or\nany verbal statements made to you by representatives of ISR. Consequently, the\nemployment relationship between you and ISR can be terminated at will, either by\nyou or ISR, with or without cause or advance notice.\n\nIn the event that your employment with ISR is terminated without cause, ISR\nagrees that you will receive six months salary and benefits as severance. In\naddition, ISR agrees to pay you any reduction in salary that resulted from your\nelection to increase your stock option plan by 25,000, to the extent that the\nvalue of these 25,000 options do not cover the reduction in salary.\n\n\nPage 4\n\n\n\n   5\nPERSONNEL POLICIES\n\nISR has an Associate Handbook. Employees are expected to be familiar with and\ncomply with the policies set forth in the Associate Handbook.\n\nThis offer is contingent on compliance with the Immigration Reform and Control\nAct of 1986, which requires the company to verify that each employee hired is\nlegally entitled to work in the United States. Enclosed is a copy of the\nEmployment Verification form I-9, with instructions, as required by such act.\nPlease review and execute this document and be prepared to bring the appropriate\ndocumentation on the day you first report to work.\n\nWe look forward to your favorable consideration of this offer and to the\ncommencement of a long and rewarding relationship.\n\nPlease sign this offer letter and hand deliver or return by FAX.\n\nSincerely,\n\n\n\n\nLouis H. Borders\nPresident &amp; CEO\n\n\nPage 5\n\n\n\n   6\nI hereby acknowledge that I have reviewed the terms and conditions of this offer\nof employment and have had the opportunity to consult with counsel. I hereby\naccept the offer of employment upon the terms and conditions contained in this\nletter.\n\n\n\nAccepted: \/S\/ ARVIND PETER RELAN                   Date: February 2, 1998\n          ----------------------------------             ----------------\n              Arvind Peter Relan\n\n\n\n\n\nI, Louis H. Borders, will execute a formal agreement (in a form mutually\nsatisfactory to me and to Mr. Relan) to replace the Personal Guarantee, but\nexecution of a formal agreement is not a condition of this obligation. I\nrepresent that I have assets available to satisfy this guarantee which have a\nfair market value of not less than $10 million.\n\nAccepted: \/S\/ LOUIS H. BORDERS                           Date: February 2, 1998\n          -------------------------------------------         ------------------\n           Louis H. Borders (personally as to the\n           Personal Guarantee and as to the immediately\n           preceding paragraph.)\n\n\nPage 6\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9307],"corporate_contracts_industries":[9499],"corporate_contracts_types":[9539,9544],"class_list":["post-39279","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-webvan-group-inc","corporate_contracts_industries-retail__food","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\/39279","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=39279"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39279"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39279"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39279"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}