{"id":39688,"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-va-linux-systems-inc-and-robert-russo.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-va-linux-systems-inc-and-robert-russo","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-va-linux-systems-inc-and-robert-russo.html","title":{"rendered":"Employment Agreement &#8211; VA Linux Systems Inc. and Robert Russo"},"content":{"rendered":"<pre>\nOctober 26, 1999\n\n\nMr. Robert Russo\n1926 Clover Court\nPleasanton, CA 94588\n\nDear Bob:\n\nAt VA Linux Systems, we depend on the commitment, enthusiasm and skills of our\nteam members to lead the Company's growth. Each person has both the luxury and\nthe duty to contribute to the future success of the Company in the most\nmeaningful way he or she can.\n\nWith this in mind, we are pleased to offer you a position as Senior Vice\nPresident and General Manager of Worldwide Field Operations, reporting to Larry\nAugustin, President &amp; CEO.\n\nIn this position, you will play a significant role in building the Company's\nsales, support, and services businesses. Your areas of responsibility will\ninclude:\n\n      o     Worldwide responsibility for all sales and sales support activities.\n\n      o     Worldwide responsibility for all customer support (post sales\n            support) activities.\n\n      o     Worldwide responsibility for all professional services activities.\n\n      o     Representing the Company in your interactions with customers, the\n            Linux community, suppliers, investors, media representatives and\n            the general community.\n\nYour compensation will consist of:\n\n      o     BASE COMPENSATION -- You will receive a base salary of $175,000.\n            Such salary shall be paid periodically in accordance with normal\n            Company payroll practices.\n\n      o     INCENTIVE COMPENSATION -- You will also be eligible to receive an\n            incentive based bonus that will be targeted at $125,000 upon\n            attainment of the Board approved Plan. Incentive compensation will\n            be based upon achievement of both quarterly and annual goals which\n            will be mutually determined for the new plan year. The plan will\n            provide accelerators for \"over plan\" performance. Again, the target\n            inventive bonus will be paid in accordance with normal Company\n            practices and policies.\n\n      o     STOCK OPTIONS -- VA Linux is offering you an option to purchase\n            950,000 shares of common stock which reflects the Company's\n            forthcoming stock split, at an exercise price at the then-fair\n            market value, as determined by the Board at the date of grant.\n            Vesting of all options will commence immediately upon start of\n            employment and will continue at a rate of 1\/48 per month.\n\n      o     EMPLOYEE BENEFITS -- You will also receive the Company's normal\n            employee benefit package, including health insurance through\n            Lifeguard, dental insurance through Guardian, and a 401(k)\n            retirement plan. You will also receive two weeks paid vacation each\n            year.\n\n\no   EMPLOYMENT RELATIONSHIPS -- As with all VA Linux Systems staff, your\n    employment is \"at will,\" meaning either you or the Company may terminate\n    your employment at any time, for any reason.\n\n    In the event of termination, the following severance benefits shall apply:\n\n    A)  INVOLUNTARY RESIGNATION. If you are Involuntary Terminated from the\n        Company within the first year of employment, you will receive 6 months\n        base compensation inclusive of all benefits and 6 months vesting of\n        stock. If you are Involuntarily Terminated after the first year of\n        employment, you will receive three months base compensation and three\n        months continued vesting. In the event a new CEO is named during the\n        first 12 months of employment, the Employee will accelerate 25% of the\n        initial stock grant if employee is terminated for any reason within the\n        longer of (a) six months of the new CEO being named or; (b) 12 months\n        from employee start date.\n\n    B)  CHANGE OF CONTROL TERMINATION. Accelerated vesting of initial option\n        grant on Change of Control and Involuntary Termination -- You will\n        receive 12 additional months of accelerated vesting of your initial\n        option grant upon (a) a Change of Control and (b) Involuntary\n        Termination within six months of Change of Control.\n\n    C)  VOLUNTARY RESIGNATION: TERMINATION FOR CAUSE. If the Employee\n        voluntarily resigns from the Company (other than a resignation that is\n        an Involuntary Termination), or if the Company terminates the Employee's\n        employment for Cause, then the Employee shall not be entitled to receive\n        severance or other benefits except for those, if any, as may then be\n        established under the Company's then-existing severance and benefits\n        plans and policies at the time of such resignation or termination.\n\n    D)  \"INVOLUNTARY TERMINATION,\" \"CAUSE\" AND \"CHANGE OF CONTROL\" have the\n        meaning as defined in Section 2(b) of the Founders' Stock Repurchase\n        Agreement, dated October 30, 1998, except in so far as when the term\n        Founder is used, the term Employee is understood for this Agreement.\n\nBob, we are pleased to welcome you to VA Linux Systems. If you ever feel it\nnecessary to discuss issues of your employment, please feel free to raise them\nfrankly with us. Please signify your acceptance of this offer by signing below\nand returning this letter to me no later than Wednesday morning, October 27,\n1999.\n\nSincerely,\n\n\n\/s\/ LARRY M. AUGUSTIN                   \/s\/ TODD SCHULL\nLarry M. Augustin, PhD                  Todd Schull\nPresident &amp; CEO                         Vice President &amp; CFO\n\n\nAccepted by:\n\n\/s\/ ROBERT RUSSO                        10\/27\/99\n-----------------------------           ---------\nRobert Russo                            Date\n\n\n                                       2\n     \n    \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9207],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9544],"class_list":["post-39688","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-va-linux-systems-inc","corporate_contracts_industries-technology__hardware","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\/39688","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=39688"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39688"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39688"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39688"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}