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Exhibit 10.12
June 20, 1999
Mr. James J. Flatley
7 Magnolia Lane
Colts Neck, NJ 07722
Dear Jim:
I am very pleased to expand an offer for you to join Plumtree Software as Vice
President, Sales & Services, reporting to the Chief Executive Officer. You will
be responsible for the overall sales and services organization. This will
include, but not be limited to, pre-sales, direct sales, indirect sales,
tele-sales, sales operations, services/delivery, account & customer management
and other executive level tasks that leverage your skills. As discussed, your
start date will be no later than July 17th of 1999.
We have structured a compensation package that consists of six components:
salary, bonus, equity, severance, relocation and benefits;
1. Salary
Base salary of $200,000 paid according to standard company payroll policy.
2. Bonus
Your bonus, upon attainment of corporate plans, objectives and target
revenue plan, will be 100% of your base salary ($200,000 per annum). The
specific objectives and target plan will be mutually agreed upon by you and
the Chief Executive Officer at a later date.
3. Equity
You will be granted options to purchase 2% of Plumtree Software's
outstanding shares under the Company's Stock Option Plan. The exercise
price of such options will be based on the fair market value on the day you
start your employment. Additionally, following the Company's impending
series D round of financing you will be granted options to purchase 2% of
any newly created shares. The terms and conditions of this issuance shall
be governed by Plumtree Software's standard stock option plan. Your options
will vest over a four (4) year period, with 25% vesting after 1 year and
the remaining shares vesting 1/36th each month thereafter for three (3)
years.
4. Severance & Change of Control
Although we hope that the employment relationship will be mutually
satisfactory, your employment with Plumtree Software is "at will." If
employment is terminated by the Company without cause, within your first 12
months of employment, you will receive 12 months of base salary
continuation. If employment is terminated by the Company without cause
following your one year anniversary with the Company, you will receive 6
months of base salary continuation.
In the event of a change of control of the Company 50% of the then unvested
shares shall immediately vest.
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5. Relocation Assistance
The Company shall reimburse you for the costs associated with moving
your family and possessions to the greater San Francisco area. This
amount shall not exceed $30,000. In addition, the Company shall
reimburse you for up to three months "temporary housing" and up to
three months rental car usage in the greater San Francisco area.
6. Benefits
The company provides a comprehensive health plan to its employees. A
copy of the complete medical plan will be sent to you at a later date.
This letter sets forth, fully, all understandings and agreements between
you and Plumtree Software regarding your employment. Please acknowledge
your acceptance of our offer by signing and dating this letter and
returning it to me no later than June 21st, 1999. A copy is being sent to
your house for your records.
Jim, I think Plumtree Software is an excellent opportunity for you to
leverage your background and abilities to build an incredibly successfully
company. The Board of Directors and I look forward to partnering with you
to achieve both your personal and professional goals at Plumtree Software.
Sincerely,
/s/ John Kunze /s/ JIM FLATLEY
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John Kunze JAMES J. FLATLEY
Chief Executive Officer
Plumtree Software
Date_____________ Date June 20, 99
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