{"id":39399,"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-netpartners-internet-solutions-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-netpartners-internet-solutions-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-netpartners-internet-solutions-inc-and.html","title":{"rendered":"Employment Agreement &#8211; NetPartners Internet Solutions Inc. and Douglas C. Wride"},"content":{"rendered":"<pre>\n\n[COMPANY LOGO AND LETTERHEAD]\n\n\nJune 11, 1999\n\nDouglas C. Wride\n2052 Burnt Mill Road\nTustin, CA  92680\n\n        RE: EMPLOYMENT AGREEMENT\n\nDear Doug:\n\n        Pursuant to our discussions, this letter sets forth the terms of your\nemployment with NetPartners Internet Solutions, Inc. (the 'Company') as well as\nour understanding with respect to any termination of that employment\nrelationship.\n\n        1. POSITION AND DUTIES: You will be employed by the Company as its Chief\nFinancial Officer, reporting to the Chief Executive Officer ('CEO') and, as\nneeded, the Company's Board of Directors (the 'Board') and audit committee. You\naccept employment with the Company on the terms and conditions set forth in this\nAgreement, and you agree to devote your full business time, energy and skill to\nyour duties at the Company. Your duties shall include, but not be limited to,\nany duties that are consistent with your position, as well as any other duties\nthat may be assigned to you from time to time by the CEO or the Board. Those\nduties will include responsibility for the Company's control, treasury,\nstrategic planning, human resources, legal and MIS functions.\n\n        2. TERM OF -EMPLOYMENT: Your employment with the Company will start on\nJune 11, 1999, will be for no specified term, and may be terminated by you or\nthe Company at any time, with or without cause, subject to the provisions of\nParagraphs 4 and 5 below.\n\n        3. COMPENSATION: You will be compensated by the Company for your\nservices as follows:\n\n           (a) Salary: You will be paid a monthly salary of $12,500.00, less\napplicable withholding, in accordance with the Company's normal payroll\nprocedures. Your salary will be reviewed by the CEO on an annual basis, and may\nbe subject to adjustment based upon various factors including, but not limited\nto, your performance and the Company's profitability. Any adjustment to your\nsalary shall occur only by the mutual agreement of you and the CEO.\n\n           (b) Bonus: You will be eligible to earn an annual bonus of up to 20%\nof your annual base salary. The bonus plan will be based upon the Company's\nachievement of various financial and\/or other goals established in a written\nbonus plan that will be communicated to you each year. Your 1999 bonus plan will\nbe established as soon as possible.\n\n\n                                        1\n\n           (c) Benefits: You will have the right, on the same basis as other\nexecutive employees of the Company, to participate in and to receive benefits\nunder any Company medical, vision, life, disability or other group insurance\nplans, as well as under the Company's 401 (k) and business expense reimbursement\npolicy. NetPartners pays all but $5.00 per month of your health and dental\npremiums for yourself and 50% of the premiums for your dependents.\n\n           (d) Vacation: You will accrue three weeks paid vacation each year of\nemployment and receive ten holidays each year. You shall schedule all of your\nvacations at times that are mutually convenient and reasonable for both you and\nthe Company.\n\n           (e) Stock Options. On June 11, 1999 the Board of Directors approved\nthat you be granted an option to purchase 300,000 shares of the Company's common\nstock, with a strike price of $0.75 per share, and which option will vest over a\nfour year period, except that the first years options (75,000 shares), are\nimmediately exercisable. You may purchase these 75,000 shares any time during\nyour first year of employment, provided, however, that the Company shall have\nthe right to repurchase all unvested shares at the original purchase price of\n$0.75 per share. The right of repurchase in favor of the Company shall lapse\nmonthly (6,250 shares per month) so that on June 11, 2000 the right of\nrepurchase in favor of the Company shall have lapsed in full. In addition, from\nJune 11, 1999 your options will be treated as if you had achieved the one-year\nemployment requirement making you eligible for any acceleration of options due\nto Change of Control. Except as noted here, your option will be governed by the\nterms and conditions of the Company's stock option plan.\n\n        4. VOLUNTARY TERMINATION: In the event that you voluntarily resign from\nyour employment with the Company, or in the event that your employment\nterminates as a result of your death or disability (meaning that you are unable\nto perform your duties for any 90 days in any one year period as a result of a\nphysical and\/or mental impairment), you will be entitled to no compensation or\nbenefits from the Company other than those earned under Paragraph 3 through the\ndate of your termination. In particular, you will not be entitled to any pro\nrated portion of the bonus that you would have earned under subparagraph 3(b)\nhad you been employed for the entire year in which your termination occurs. You\nagree that in the event you resign from your employment with the Company for any\nreason, you will provide the Company with one month's written notice of your\nresignation. The Company may, in its sole discretion, elect to waive all or any\npart of such notice period and accept your resignation at an earlier date so\nlong as it pays you any compensation and benefits that you would have earned\nthrough the end of such notice period.\n\n        5. OTHER TERMINATION: Your employment may be terminated by the Company\nunder the circumstances set forth below.\n\n           (a) Termination for Cause. If your employment is terminated by the\nCompany for cause as defined below, you shall be entitled to no compensation or\nbenefits from the Company other than those earned under Paragraph 3 through the\ndate of your termination. In particular, you will not be entitled to any pro\nrated portion of the bonus that you would have earned under subparagraph 3(b)\nhad you been employed for the entire year in which your termination occurs.\n\n        For purposes of this Agreement, a termination 'for cause' occurs if you\nare terminated for any of the following reasons: (i) theft dishonesty,\nmisconduct or falsification of any employment or Company\n\n\n\n                                       2\n\n\nrecords; (ii) improper disclosure of the Company's confidential or proprietary\ninformation; (iii) any action by you which has a material detrimental effect on\nthe Company's reputation or business; (iv) your failure or inability to perform\nany assigned duties reasonably expected of a chief financial officer after\nwritten notice from the Company to you of, and a reasonable opportunity to cure,\nsuch failure or inability; (v) any material breach of this Agreement by you,\nwhich breach is not cured within 10 days following written notice to you of such\nbreach; or (vi) your conviction (including any plea of guilty or nolo contendre)\nfor any criminal act that impairs your ability to perform your duties under this\nAgreement.\n\n           (b) Termination Without Cause: If your employment is terminated by\nthe Company without cause (and not as a result of your death or disability), you\nshall receive severance payments at your final base salary rate, less applicable\nwithholding, for a period of six months. Severance payments will be made in\naccordance with the Company's normal payroll procedures. The Company will also\naccelerate the vesting of any unvested stock options previously granted to you\nthat would have vested during the six-month period following the termination of\nyour employment. You will also be entitled to receive any compensation and\nbenefits that you earn under Paragraph 3 through the date of your termination\nwithout cause. You will not be entitled to any pro rated portion of the bonus\nthat you would have earned under subparagraph 3(b) had you been employed for the\nentire year in which your termination occurs. Your right to receive the\nseverance pay and other benefits described in this subparagraph is conditioned\nupon your execution and delivery to the Company of a general release of claims,\nin form reasonably satisfactory to the Company and you, that does not impair\nyour right to receive any compensation or benefits that you have earned under\nthis Agreement.\n\n           (c) Termination Without Cause Following Change in Control: If your\nemployment is terminated by the Company without cause and within one year\nfollowing any Change in Control (as defined below), you shall receive severance\npayments at your final base salary rate, less applicable withholding, for a\nperiod of 12 months. Severance payments will be made on your final day of\nemployment. The Company will also accelerate the vesting of any unvested stock\noptions previously granted to you as outlined in the Company option plan. You\nwill also be entitled to receive any compensation and benefits that you earn\nunder Paragraph 3 through the date of your termination without cause. You will\nnot be entitled to any pro rated portion of the bonus that you would have earned\nunder subparagraph 3(b) had you been employed for the entire year in which your\ntermination occurs. Your right to receive the severance pay and other benefits\ndescribed in this subparagraph is conditioned upon your execution and delivery\nto the Company of a general release of claims, in form reasonably satisfactory\nto the Company and you, that does not impair your right to receive any\ncompensation or benefits that you have earned under this Agreement. If your\nemployment is terminated by the Company without cause either within four months\nprior to, or more than one year after, any Change in Control, you shall receive\nonly the compensation and benefits described in subparagraph 5(b).\n\n        For purposes of this Agreement, a 'Change in Control' of the Company\nshall be deemed to have occurred if:\n\n               (i) any 'person' (as such term is used in Sections 13(d) and\n14(d) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act')),\nother than a trustee or other fiduciary holding securities of the Company under\nan employee benefit plan of the Company, becomes the 'beneficial owner' (as\ndefined in Rule 13d-3 promulgated under the Exchange Act), directly or\n\n\n\n                                       3\n\n\nindirectly, of securities of the Company representing 50% or more of (A) the\noutstanding shares of common stock of the Company or (B) the combined voting\npower of the Company's then-outstanding securities entitled to vote generally in\nthe election of directors; or\n\n               (ii) the Company (A) is party to a merger or consolidation which\nresults in the holders of voting securities of the Company outstanding\nimmediately prior thereto failing to continue to represent (either by remaining\noutstanding or by being converted into voting securities of the surviving\nentity) at least 50% of the combined voting power of the voting securities of\nthe Company or such surviving entity outstanding immediately after such merger\nor consolidation, or (B) sells or disposes of all or substantially all of the\nCompany's assets (or any transaction having similar effect is consummated), or\n(C) the individuals constituting the Board immediately prior to such merger,\nconsolidation, sale or disposition shall cease to constitute at least 50% of the\nBoard, unless the election of each director who was not a director prior to such\nmerger, consolidation, sale or disposition was approved by a vote of at least\ntwo-thirds of the directors then in office who were directors prior to such\nmerger, consolidation, sale or disposition.\n\n        6. CONFIDENTIAL AND PROPRIETARY INFORMATION: As a condition of your\nemployment, you agree to sign the Company's standard form of employee\nproprietary information and assignment of inventions agreement.\n\n        7. DISPUTE RESOLUTION: In the event of any dispute or claim relating to\nor arising out of your employment relationship with the Company, this Agreement,\nor the termination of your employment with the Company for any reason\n(including, but not limited to, any claims of breach of contract, wrongful\ntermination or age, disability or other discrimination), you and the Company\nagree that all such disputes shall be fully, finally and exclusively resolved by\nbinding arbitration conducted by the American Arbitration Association ('AAA') in\nOrange County, California, pursuant to the AAA's National Rules for the\nResolution of Employment Disputes. You and the Company hereby knowingly and\nwillingly waive your respective rights to have any such disputes or claims tried\nto a judge or jury. Provided, however, that this arbitration provision shall not\napply to any disputes or claims relating to or arising out of the actual or\nalleged misuse or misappropriation of the Company's property, including, but not\nlimited to, its trade secrets or proprietary information. In any arbitration (or\nother legal proceeding) commenced to enforce any right arising out of this\nAgreement, the prevailing party shall be entitled to recover from the losing\nparty its attorneys' fees and costs incurred in connection with such proceeding.\n\n        8. INTERPRETATION: This Agreement shall be interpreted in accordance\nwith and governed by the laws of the State of California.\n\n        9. ASSIGNMENT. In view of the personal nature of the services to be\nperformed under this Agreement by you, you cannot assign or transfer any of your\nobligations under this Agreement.\n\n        10. ENTIRE AGREEMENT: This Agreement and the agreements referred to\nabove constitute the entire agreement between you and the Company regarding the\nterms and conditions of your employment, and they supersede all prior\nnegotiations, representations or agreements between you and the Company\nregarding your employment whether written or oral.\n\n        11. MODIFICATION: This Agreement may only be modified or amended by a\nsupplemental written agreement signed by you and the CEO.\n\n\n\n                                        4\n\n\n        Doug, we look forward to working with you at NetPartners Internet\nSolutions, Inc. Please sign and date this letter on the spaces provided below to\nacknowledge your acceptance of the terms of this Agreement.\n\n\n                                         Sincerely,\n\n                                         NetPartners Internet Solutions, Inc.\n\n                                         By: \/s\/ John B. Carrington     6\/11\/99\n                                             ----------------------------------\n                                                 John B. Carrington\n                                                 Chief Executive Officer\n\n\n        I agree to and accept employment with NetPartners Internet Solutions,\nInc. on the terms and conditions set forth in this Agreement\n\n        Date:  June 11, 1999                 \/s\/ Douglas C. Wride\n                                             ----------------------------------\n                                                 Douglas C. Wride\n\n\n\n\n                                       5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9305],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39399","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-websense-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\/39399","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=39399"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39399"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39399"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39399"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}