Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 99 509K
2: EX-3.1 Amended & Restated Certificate 7 30K
3: EX-3.2 Amended & Restated Bylaws 21 98K
4: EX-3.3 Amended & Restated Certification of Incorporation 20 85K
5: EX-3.4 Certificate of Correction 2 13K
6: EX-3.5 Bylaws of Replicase, Inc. 13 60K
7: EX-4.2 Registration Rights Agreement, Date June 22, 1998 16 68K
8: EX-4.3 Amended & Restated Reg. 15 75K
9: EX-4.4 Warrant Agreement, Dated July 12, 1999 11 66K
10: EX-4.5 Warrant Agreement, Dated Oct. 27, 1998 11 69K
11: EX-4.6 Warrant Agreement, Dated Oct. 27, 1998 12 69K
12: EX-4.7 Warrant Agreement, Dated Oct. 27, 1998 12 68K
13: EX-4.8 Letter of Comdisco 2± 13K
14: EX-4.9 Warrant Agreement to Purchase (Excite) 12 58K
15: EX-10.1 Registrant's 1998 Stock Option Plan 25 97K
24: EX-10.10 Employment Agreement, Brian M. Beattie 5 27K
25: EX-10.11 Employment Agreement, Jim Hilbert 5 25K
26: EX-10.12 Employment Agreement, Lucille Hoger 5 25K
27: EX-10.14 Sublease Agreement 11 51K
28: EX-10.15 Enterprise License Agreement, Dated May 27, 1999 11 55K
29: EX-10.16 Amend. #1 to Enterprise License Agreement 3 24K
16: EX-10.2 Registrant's 2000 Omnibus Equity Incentive Plan 39 153K
17: EX-10.3 Registrant's 2000 Employee Stock Plan 12 58K
18: EX-10.4 Form of Directors' & Officers' Indemnification 7 40K
19: EX-10.5 Employment Agreement, Tony Rodoni 3 18K
20: EX-10.6 Employment Letter, Michael O'Rourke 4 20K
21: EX-10.7 Employment Agreement, Radha R. Basu 5 27K
22: EX-10.8 Employment Letter, Scott Dale 8 38K
23: EX-10.9 Employment Agreement, Cadir Lee 8 38K
30: EX-23.1 Consent of Ernst & Young LLP 1 10K
31: EX-27.1 Financial Data Schedule 2 12K
EX-10.7 — Employment Agreement, Radha R. Basu
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EXHIBIT 10.7
[LETTERHEAD]
July 15, 1999
PERSONAL & CONFIDENTIAL
Ms. Radha R. Basu
21777 Vintage Lane
Saratoga, California 95070
Dear Radha:
On behalf of Tioga Systems, Inc. (the "Company" or "Tioga") I am pleased to
offer you the position of Chief Executive Officer and President of the Company.
The terms of your employment relationship with the company are as set forth
below and as approved by the Company's Board of Directors.
1. Position. You will become the Chief Executive Officer and President of the
Company, reporting to the Board of Directors. As such, you will have such
responsibilities commensurate with your position and such additional
responsibilities as may reasonably be determined by the Board of Directors
of the Company (the "Board"). You will also be appointed a member of the
Board at the soonest practical date following your commencement of
employment.
2. Base Salary and Performance Bonus. You will be paid a base salary of no less
than $16,667 per month. Your salary will be payable in accordance with the
Company's standard payroll policies (subject to normal required
withholding). You will receive a vacation and benefit package similar to
that provided for all other executive level employees. You will also be
eligible for an annual bonus equal to 50% of your base salary for the prior
Fiscal Year upon achieving performance criteria mutually agreed upon by you
and the Board. For the Fiscal Year ended December 31, 1999, you will be
guaranteed a bonus of 50% of your salary pro rated for the remainder of that
Fiscal Year.
3. Stock Options. Subject to the approval of the Board of Directors of the
Company, you will be granted an incentive stock option to purchase 1,680,189
shares of Common Stock of the Company at an exercise price per share of
$0.90 (which represents the fair market value of the Common Stock of the
Company at the date of the grant). Your option will be granted under the
Tioga Systems, Inc. 1998 Option Plan, in accordance with and subject to each
term of the Company's standard form of option agreement. These options will
vest 25% at the end of your first year of employment and thereafter monthly
at 1/48 per month of the total option amount, so
that at the end of your fourth year of employment you will be vested in 100%
of this incentive stock option grant. However, if before the end of the one
year anniversary of your employment with the Company, you should be
terminated for Cause or resign voluntarily from the Company other than for
Good Reason, there will be no vesting. "Cause" and "Good Reason" are defined
in Section 5 of this Employment Agreement.
4. At-Will Employment. You will be an employee-at-will, meaning that either you
or the Company can terminate your employment relationship at any time, for
any reason, with or without cause, and with or without notice. You agree to
devote substantially all of your business time and attention to the Company.
Nevertheless, you shall be permitted to serve as a member of the board of
directors of Seec, Inc. and of Connectinc.com, as well as such other boards
of directors of for-profit and not-for-profit organizations as the Board may
reasonably approve.
5. Termination of Employment:
(a) In the event your employment is terminated by the Company with or
without Cause, as defined herein, or you resign with or without Good Reason, as
defined herein, you will be entitled to payment of (i) accrued salary, benefits
and reimbursable expenses owing to you through the date of such termination, and
(ii) the bonus you earned for the Fiscal Year preceding the date of your
termination if it has not been paid as of the date of your termination.
(b) If your employment is terminated by the Company, for any reason other
than for Cause, or is terminated by you for Good Reason, in addition to the
payments provided for in Section 5(a), you will be entitled to receive a
severance package consisting of (i) your base monthly salary, paid as though you
were still employed by the Company for a period of 12 months in installments,
subject to appropriate deductions, (ii) continued participation in all benefit
plans as an employee for a period of 12 months, (iii) vesting of all stock
options granted to you that would have vested by the end of the month of your
termination if your employment had not been terminated, and (iv) bonus for the
Fiscal Year in which your employment is terminated, pro rated on a monthly basis
based on your termination date, if you have achieved the performance criteria
mutually agreed upon by you and the Board for that Fiscal Year. The Company
shall have the obligation to make the payments and provide the benefits provided
for in this section regardless of your income or efforts to mitigate, if any,
however it shall have the right to stop the payments and benefits in Section
5(b)(i) and (ii) if at any time prior to the expiration of twelve months after
termination, you become otherwise employed in another full time salaried
position with benefits. In order to receive this severance package, you will be
required to sign a release in a form acceptable to you and the Company, of any
and all claims that you may have against the Company.
(c) "Cause" means a determination in the reasonable good faith of a
majority of the Board that you have (i) engaged in materials act in violation of
the law, except that with regard to that act, you are not subsequently convicted
of a felony or do not enter a plea of guilty or nolo contendre to a felony
(except for ordinary traffic violations); you will be entitled to receive the
severance package provided for in Section 5(b)(i through
iv), (ii) materially breached your fiduciary duty to the Company; (iii)
unreasonably refused to perform the good faith, lawful policies or instructions
of the Board; or (iv) failed to fully and faithfully perform your material
obligations under this Employment Agreement after having been given thirty days
written notice of any such failure and an opportunity to cure. "Good Reason"
means (i) you are assigned significant duties inconsistent with your position in
the Company or your employment terms and responsibilities are materially
diminished by the Company, (ii) you are required to relocate to a regular work
location that is more than 50 miles from the Company's offices where you
regularly work, without your approval or (iii) a material breach by the Company
of its obligations under this Employment Agreement. If you wish to resign your
employment for Good Reason, you will be required to give the Company 30 days
written notice of resignation. The Company will have 30 days to cure the
reason(s) for your resignation. If the reason(s) for your resignation is not
cured within 30 days, the period of time you have to exercise your stock options
shall begin to run following the expiration of the cure period.
6. Change in Ownership Event. For a period of twelve months following a "Change
In Ownership Event" ("Change In Ownership Event" being defined as any sale
of all or substantially all of the Company's assets or any merger,
consolidation or stock sales which results in the holders of the Company's
capital stock immediately prior to such transaction owning less than 50% of
the voting power of the Company's capital stock immediately after such
transaction), if (a) your employment is terminated by the Company or its
successor for any reason other than for Cause (as defined in Section 5 of
this Employment Agreement); or (b) you resign for Good Cause, you will be
entitled to receive a severance package consisting of (i) vesting of any
unvested stock options that were issued to you by the Company, (ii) 12
months of your base salary at that time, payable in a lump sum, subject to
normal required withholding, (iii) continued participation in all benefit
plans as an employee for a period of 12 months, and (iv) bonus for the
Fiscal Year in which your employment is terminated, pro rated on a monthly
basis based on your termination date, if you have achieved the performance
criteria mutually agreed upon by you and the Board for that Fiscal Year. You
shall have a period of 90 days following termination of your employment
pursuant to Section 6(a) to exercise such options. If you wish to resign
your employment pursuant to Section 6(b), you will be required to give the
Company 30 days written notice of resignation. The Company will have 30 days
to cure the reason(s) for your resignation. If the reason(s) for your
resignation is not cured within 30 days, you shall have a period of 90 days
following the cure period to exercise such options. In order to receive this
severance package, you will be required to sign a release in a form
acceptable to you and the Company, of any and all claims that you may have
against the Company.
7. Representation and Warranty. You represent and warrant to the Company that
the performance of your duties will not violate any agreements or trade
secrets of any other person or entity.
8. Standard Employee Agreements. You will be expected to sign and comply with
the Company's standard Employment, Confidential Information and Invention
Assignment Agreement (the "Employee NDA") which requires, among other
provisions, the assignment of patent rights to any invention made during
your employment at the Company and non-disclosure of proprietary
information. Your employment will be contingent upon and not be deemed
effective until you have executed and returned the Employee NDA to the
Company. As provided in the Employee NDA, in the event of any dispute or
claim relating to or arising out of our employment relationship, you and the
Company agree that all such disputes shall be fully and finally resolved by
binding arbitration. In addition, you will abide by the Company's strict
policy that prohibits any employee from using or bringing with him or her
from any previous employer any confidential information, trade secrets, or
proprietary materials or processes of such former employer. You also agree
that, during the term of your employment with the Company, you will not
actively engage in any other employment, occupation, consulting or other
business directly or indirectly related to the business in which the Company
is now involved or becomes involved during the term of your employment, nor
will you engage in any other activities that conflict with your obligations
to the Company.
9. Start Date. Your employment with the Company will commence on Thursday, July
15,1999.
10. Federal Immigration Law. For purpose of federal immigration law, you will be
required to provide the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your commencement date, or
our employment relationship you may be terminated.
11. Entire Agreement. This Employment Agreement, together with your Stock Option
Agreement, and your Confidentiality and Assignment of Inventions Agreement,
which are incorporated by reference, constitutes the entire agreement
between the parties and supersedes all other agreements or understandings.
This Employment Agreement can only be changed in writing, signed by you and
the Chairman of the Board of the Company.
Radha, on behalf of the Board, let me indicate how pleased I am to extend this
offer, and how much I look forward to working with you. Please indicate your
acceptance by signing and returning the enclosed copy of this letter.
Sincerely,
TIOGA SYSTEMS, INC.
By: /s/ Mark Pincus
-----------------------
Title: Chairman & CEO
--------------------
Mark Pincus
The forgoing terms and conditions are hereby accepted:
Signed: /s/ Radha R. Basu
--------------------------
Print Name: RADHA R. BASU
----------------------
Date: July 15, 1999
----------------------------
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 2/18/00 | | | | | | | None on these Dates |
| | 12/31/99 | | 1 |
| | 7/15/99 | | 1 | | 5 |
| List all Filings |
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