{"id":39281,"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-inc3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-intelligent-systems-for-retail-inc3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-intelligent-systems-for-retail-inc3.html","title":{"rendered":"Employment Agreement &#8211; Intelligent Systems for Retail Inc., Webvan Group Inc. and Mark Zaleski"},"content":{"rendered":"<pre>\nDecember 14, 1998\n\n\n\nMark Zaleski\nJan Moorkensstraat, 48\nB-2600 Berchem (Antwerp) - Belgium\n\nDear Mark:\n\nWe are very pleased to extend you an offer to serve as the President of Webvan -\nBay Area and COO for Intelligent Systems for Retail, Inc. (\"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 to accept our offer of employment.\n\nPOSITION\n\nYour job title will be President of Webvan - Bay Area &amp; COO of ISR.\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 on December 14, 1998.\n\nDUTIES\n\nYou will report to Louis H. Borders, President &amp; CEO of ISR. You will have full\nP&amp;L responsibilities for Webvan operations.\n\nYou will also be a member of the Executive Team with responsibility for\ndetermining the long term direction and goals of ISR, and for developing\nstrategies and tactics to meet those goals, along with all other duties as\nassigned.\n\n\n\n\n   2\n\nSALARY\n\nYour salary shall be $25,000.00 per month. This salary shall be paid bi-weekly.\nYour salary shall be reviewed each January on an annual basis in accordance with\nreview procedures established by the ISR Associate Handbook.\n\nWithin 90 days of your Commencement Date, by written notice to ISR, you may\nelect to reduce your future salary to $20,833.33 per month from $25,000.00 per\nmonth. If you make such election, you will be granted an additional option to\npurchase 50,000 shares of Common Stock at an exercise price equal to the fair\nmarket value (not to exceed 15% of the Preferred Stock price) of the Common\nStock at the date of grant. The vesting schedule and other terms of the option\nwill be the same as those for your 631,560 share grant.\n\nMONTHLY ALLOWANCE\n\nIn addition, ISR will pay you $4,000.00 per month, included as part of your base\nsalary to help cover miscellaneous monthly expenses.\n\nINCENTIVE PLAN\n\nYou shall be granted an incentive stock option (the \"Option\") to purchase\n631,560 shares of ISR's common stock (based on 42,104,000 fully deluded shares\noutstanding as of September 2, 1998) at an exercise price based on the company's\nfair market value, which will be determined by the Board of Directors as of your\nemployment commencement date. 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 the Company as of each vesting date. Except as specified herein,\nthe Option is in all respects subject to the terms and conditions of the 1997\nStock Plan (the \"Stock Plan\") and standard form of option agreement (the \"Option\nAgreement\"). ISR agrees that it will, from time to time, review in good faith\nyour equity ownership in ISR for the purpose of determining whether the dilutive\neffect of stock awards and stock sales by ISR on your ownership position\njustifies additional option grants to you.\n\nBENEFITS\n\nExcept as provided below, you will receive the standard benefits for full-time\nAssociates at ISR. These standard benefits are listed and explained in the ISR\nAssociate Handbook, administered via TriNet Employer Group. A copy of the\npolicies and benefits section of the handbook will be provided for your\ninformation. Notwithstanding the foregoing, you will be entitled to annual\nvacation of four (4) weeks per year. You\n\n\n\n                                      -2-\n\n   3\n\nagree and acknowledge that you will not be eligible for a sabbatical under the\nCompany's sabbatical program.\n\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\nHOUSING LOANS\n\nUpon accepting our offer of employment, ISR will loan you up to $200,000 to be\nused as the down payment on a house in the Bay Area. In order to ensure that the\nloan can be tax and interest free, you agree to sign a loan agreement which will\ninclude such terms as necessary to qualify the loan as an \"Employee-Relocation\nBridge Loan\" (as that term is defined under proposed Treasury Regulation\n1.7872-5(c)(1)(ii)). The loan will become due and payable on the earlier of (i)\none year after the date upon which the loan is made by the Company, or (ii) 15\ndays after the date of close of your current residence.\n\nUpon the close on the sale of your current residence, ISR will loan you an\namount, up to $200,000. This loan will have a term of 36 months and have an\ninterest rate (compounded semi-annually) equal to the minimum applicable federal\nrate (as published by the Internal Revenue Service). The principal and interest\non the loan are due and payable at the end of the loan term. However, both the\nprincipal and interest may be prepaid by you with no penalty.\n\nRELOCATION ALLOWANCE\n\nYou will receive a relocation allowance of up to $75,000.00. This relocation\nallowance shall not exceed $75,000.00 and is based on actual expense receipts.\nThis allowance includes all closing costs and moving, travel (and family travel)\nand lodging (prior to moving) expenses, as well as all residential deposit fees\nin your current location.\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\n\n\n                                      -3-\n\n   4\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 or part-time basis without\nfirst obtaining 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 (i) by the Company\nwithout \"cause\" or (ii) by you for \"good reason\" (as such terms are defined\nbelow), ISR agrees that you will receive six months salary and benefits as\nseverance. In addition to this six month severance package, you will continue to\nreceive full salary and benefits for a period of up to another 12 months or\nuntil subsequent employment is obtained. In addition, in such event the unvested\nportion of the Option shall vest and become exercisable to an additional extent\nas though you had remained employed for a period of 12 months following such\ntermination.\n\nFor purposes of this offer of employment, the terms \"cause\" and \"good reason\"\nshall be defined as follows:\n\n\"Cause\" shall mean: (i) willful and continued failure to perform substantially\nall of your duties with the Company (other than a failure resulting from your\nincapacity due to physical or mental illness), which failure has continued for a\nperiod of at least twenty (20) days after a written notice of demand for\nsubstantial performance has been delivered to you specifying the manner in which\nyou have failed to substantially perform; (ii) willful engagement in conduct\nwith regard to the Company or its business which is demonstrably and materially\ninjurious to the Company, monetarily or otherwise; or (iii) your conviction of,\nor pleading of nolo contendere to a felony (other than solely a traffic\nviolation, but not excluding other felonies resulting from such violation). No\nact, nor failure to act, on your part shall be considered \"willful\" unless you\nhave acted or failed to act, with an absence of good faith and without a\nreasonable belief that your\n\n\n\n                                      -4-\n\n   5\n\naction or failure to act was in the best interests of the Company. Any\ntermination for cause shall procedurally be done as follows: a termination for\ncause shall be evidenced by a resolution adopted in good faith by two-thirds\n(2\/3) of the Board of Directors of the Company (the \"Board\") that you performed\none of the acts specified above; provided, however, that no termination of your\nemployment shall be for cause unless (x) there shall have been delivered to you\na copy of a written notice setting forth the acts (or failures to act) by you\nthat give rise to a finding of cause and (y) you shall have been provided an\nopportunity on at least seven (7) days' notice to be heard by the Board (with\nthe assistance of you if you so desire). For this purpose, the term \"Company\"\nshall include the Company and its subsidiaries.\n\n\"Good Reason\" shall mean the occurrence of any of the following without your\nexpress written consent:\n\n        (i) the assignment to you of any duties materially inconsistent with you\n        current position, duties, responsibilities or status with the Company,\n        or a material change or a substantial diminution in your then current\n        authority, reporting responsibilities, titles or offices.\n\n        (ii) a reduction by the Company in your base salary, unless such\n        reduction is part of and consistent with a good faith management-wide or\n        Company-wide cost cutting program, and then only if the percentage of\n        your reduction is no greater than that of the other management\n        personnel;\n\n        (iii) a relocation of you to an office located anywhere other than\n        within fifty (50) miles of your primary residence or away from the\n        Company's executive offices, except for required travel on the business\n        of the Company or any of its subsidiaries to an extent substantially\n        consistent with your then current business travel obligations;\n\n        (iv) the failure by the Company or any of its subsidiaries to continue\n        in effect any compensation plan or benefit plan provided by the Company\n        or any of its subsidiaries in which you are then participating, unless\n        there shall have been instituted a replacement or substitute plan\n        providing comparable benefits or unless such failure is part of and\n        consistent with a good faith benefit discontinuance applicable to all of\n        the management personnel of the Company and then only if the scope of\n        the discontinuance with respect to you is no greater than that of the\n        other management personnel;\n\n        (v) the failure of the Company to obtain (and deliver to you) an\n        agreement from any successor to the Company to assume and agree to\n        perform this Agreement. The Company shall use its best efforts to\n        require any successor (whether direct or indirect, by purchase, merger,\n        consolidation or otherwise) to all\n\n\n\n                                      -5-\n\n   6\n\n        or substantially all of the businesses or assets of the Company to\n        expressly assume and agree to perform this Agreement;\n\n        (vi) the material breach by the Company of any material provision of\n        this offer of employment that remains uncured for thirty (30) days after\n        written notice thereof has been given by you to the Company; or\n\n        Any notice of termination of employment by you for \"good reason\" shall\n        be given within one hundred eighty (180) days after the occurrence of\n        the \"good reason.\"\n\nPERSONNEL POLICIES\n\nISR has an Associate Handbook. The policies in the Associate Handbook govern the\nrelationship between ISR and its Associates. The policies are hereby\nincorporated by reference. Acceptance of this offer binds the offeree to follow\nthe policies.\n\n\n\n\n\n\n\nWe look forward to your favorable consideration of this offer and to the\ncommencement of a long and rewarding relationship.\n\nSincerely,\n\n\/s\/ LOUIS H. BORDERS\n\nLouis Borders\nISR, President &amp; CEO\n\n\n\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\/ MARK X. ZALESKI                             Date:\n         ---------------------------                           -----------------\n              Mark Zaleski\n\n\n\n                                      -6-\n\n   7\n\nPERSONAL GUARANTEE\n\nAs an additional guarantee to this Offer Letter, I, Louis H. Borders, hereby\npersonally guarantee the following: all loans specified in the Housing Loans of\nthis Offer Letter, and the severance pay as specified in the second paragraph of\nthe At-Will Employment section.\n\n\n                                            \/S\/ LOUIS H. BORDERS\n                                            --------------------------  --------\n                                            Louis H. Borders              Date\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-39281","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\/39281","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=39281"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39281"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39281"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39281"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}