{"id":39522,"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-redback-networks-inc-and-joel-arnold.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-redback-networks-inc-and-joel-arnold","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-redback-networks-inc-and-joel-arnold.html","title":{"rendered":"Employment Agreement &#8211; Redback Networks Inc. and Joel Arnold"},"content":{"rendered":"<pre>\nDecember 17, 2001\n\nMr. Joel Arnold\n1090 South Williams Street\nDenver, Colorado  80209\n\nDear Joel:\n\nPending the successful completion of your background check, Redback Networks,\nInc. (the \"Company\") is pleased to offer and confirm your employment with the\nfollowing terms and conditions:\n\nPosition.  You will serve in a full-time capacity as Sr. Vice President, Field\n---------\nOperations, effective on or about January 28, 2002. This position will report\ninto Kevin A. DeNuccio, President and CEO.\n\nCompensation.\n------------\n\n       A. You will be paid an annual base salary of $250,000.00, payable in\n          accordance with the Company's standard payroll practices for salaried\n          employees.\n       B. You will be paid commissions\/bonus on a monthly basis based upon your\n          performance and the overall performance of the Company. Your incentive\n          commissions\/bonus for FY02 will be based on mutually agreed objectives\n          with the Company's CEO. The target annual commissions\/bonus will be\n          $250,000.00 on an annualized basis. Also, Redback will guarantee\n          payment of this $250,000.00 incentive commission\/bonus for your first\n          year of employment with the Company.\n       C. Salary and Bonus\/Commission plans will be subject to adjustment\n          pursuant to the Company's employee compensation policies on a periodic\n          basis.\n\nStock Options. Subject to the approval of the Company's Board of Directors, you\n-------------\nwill be granted an option to purchase 1,000,000 shares of the Company's Common\nStock. Your stock options will be priced at the lower of closing price of the\nRedback common stock on the NASDAQ national market on: (1) the date you sign and\nreturn this offer letter or (2) the date you begin your employment as long as\nthat employment start date is no later than January 28, 2002. The option will be\nsubject to the terms and conditions applicable to options granted under the\nCompany's 1999 Stock Plan, as described in that Plan and the applicable stock\noption agreement. You will vest in 25% of the option shares after 12 months of\nservice, and the balance will vest in monthly installments over the next 36\nmonths of service, as described in the applicable stock option agreement.\n\nLoan. Redback will provide you with a loan for $500,000 to enable you to\n----\nrelocate to closer to San Jose. We will agree to a loan agreement as soon after\nyou begin your employment as possible and the term of the loan will be four\nyears. There will be no interest on this loan, but you will be responsible for\npaying the taxes on the income imputed from this no interest loan. Redback will\nhave the right to withhold the appropriate taxes as required by law. The\nprinciple shall be repaid on the third anniversary of the effective date of the\nLoan Agreement.\n\nOption Agreement. In the event a Change in Control occurs (as defined by\n----------------\nRedback's Stock Option Plan) and (ii) within 12 months following such Change in\nControl, either (A) your service with Redback is involuntarily terminated\nwithout cause or (B) there is an involuntary reduction in the nature or scope of\nyour service to Redback (including a material reduction in your employment\nresponsibilities), an additional 25% of the shares shall become vested, provided\nthat this Option shall not become vested with respect to more than 100% of the\nshares. In addition, the Company shall also continue your base pay (at the rate\nin effect at the time of the termination of your employment) for a period of 12\nmonths following the termination of your employment or, if earlier, until you\nsecure new employment at similar compensation. Cause shall be deemed to mean\nyour unauthorized use or disclosure of the confidential information or trade\nsecrets of Redback, your conviction of a felony under the laws of the United\nStates or any state thereof or your gross negligence.\n\n\n\nProprietary Information and Inventions Agreement. As with all Company employees,\n------------------------------------------------\nyou will be required, as a condition of your employment with the Company, to\nsign the Company's standard Proprietary Information and Inventions Agreement.\n\nPeriod of Employment. Your employment with the Company will be \"at will\",\n--------------------\nmeaning that either you or the Company will be entitled to terminate your\nemployment at any time for any reason, with or without cause. Any contrary\nrepresentations, which may have been made to you, are superseded by this offer.\nAlthough your job duties, title, compensation and benefits, as well as the\nCompany's personnel policies and procedures, may change from time to time, the\n\"at will\" nature of your employment may only be changed in an express writing\nsigned by you and the President of the Company.\n\nOutside Activities. During the period that you will render services to the\n------------------\nCompany, you will not engage in any employment, business, or activity that is in\nany way competitive with the business or proposed of the Company, or any gainful\nemployment, business or activity, without the written consent of the Company.\nYou also will not assist any other person or organization in competing with the\nCompany or in preparing to engage in competition with the business or the\nproposed business of the Company.\n\nBenefits. During your employment you will be entitled to participate in and to\n--------\nreceive benefits from all present and future medical, dental, vision, life\ninsurance, accident and disability plans, and all similar benefits made\navailable generally to employees of the Company. The amount and extent of these\nbenefits, including employee-paid premiums, co-payments and deductibles, shall\nbe governed by the specific benefit plan, as it may be amended from time to\ntime.\n\nEntire Agreement. This letter and all of the exhibits attached hereto contain\n----------------\nall of the terms of your employment with the Company and supersede any other\nunderstandings, oral or written, between you and the Company.\n\nJoel, we believe you will make a significant contribution to the Company and\nhope you find the foregoing terms acceptable. You may indicate your agreement\nwith these terms and accept this offer by signing and dating both the enclosed\nduplicate original of this letter and the enclosed Proprietary Information and\nInventions Agreement and returning them to me. As required by the Immigration\nReform and Control Act of 1986, your employment with the Company is also\ncontingent upon your providing legal proof of your identity and authorization to\nwork in the United States within 72 hours of your date of employment. The\nnecessary documents and instructions are attached to enable you to complete them\nin the time allowed.\n\nPlease inform me of your agreement with these terms no later than December 21,\n2001 by signing and dating the enclosed duplicate original of this letter and\nreturning it to me. Redback conducts New Hire Orientations each Monday morning\nfrom 8:30am to 4:00pm in the Manresa Conference Room in our 350 Holger Way\nbuilding, on the 1st floor.\n\n                              Very truly yours,\n\n                              \/s\/ Kevin A. DeNuccio\n\n                              Kevin A. DeNuccio\n                              President and CEO\n                              Redback Networks, Inc.\n\nAGREED AND ACCEPTED:\n\n\/s\/ Joel M. Arnold\n------------------\nBy\nDecember 19, 2001             January 27, 2002\n-----------------             --------------------------------------------------\nDate                          START DATE:\n\n\n\n\n[LOGO OF REDBACK NETWORKS]\n\n\nJanuary 31, 2002\n\nMr. Joel Arnold\n1090 South Williams Street\nDenver, CO 80209\n\nDear Joel:\n\nAs an addendum to the terms and conditions of your offer of employment with\nRedback Networks (executed by you on December 19, 2001), we are also pleased to\nassist you and your family in relocating closer to San Jose in accordance with\nthe details outlined in the attached document: \"On the Move with Redback\nNetworks\". However, in the unlikely event that you voluntarily terminate your\nemployment with the company within 12 months from your date of relocation, the\npayments made on your behalf for relocation must be fully repaid to the company.\nThe amount due will be withheld from your final paycheck to the extent permitted\nby local law and you will be obligated to pay any balance in full within 30\ndays of your termination date. You will also be required to execute a relocation\nagreement with Redback on or before the date the relocation in initiated.\n\nPlease inform me of your agreement with these terms by signing and dating the\nenclosed duplicate original of this letter and returning it to me.\n\n\n                                               Very truly yours,\n\n                                               \/s\/ Gina Fulton\n                                               Vice President, Human Resources\n                                               Redback Networks, Inc.\n\nAGREED AND ACCEPTED:\n\n\/s\/ Joel Arnold\n-----------------------------\nBy\n\n1\/31\/02\n-----------------------------\nDate\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8660],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39522","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-redback-networks-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\/39522","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=39522"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39522"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39522"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39522"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}