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EXHIBIT 10.5
February 8, 2000
Gary Tidd
6603 Ripley Lane North
Renton, WA 98056
Re: Employment Offer Letter
Dear Mr. Tidd:
Captura Software Inc., a Delaware corporation (together with its
subsidiaries, "Captura" or the "Company"), is pleased to offer you employment
with the Company. By this Employment Offer Letter, Captura extends its written
offer of employment to you subject to the provisions specified below. Execution
of this Employment Offer Letter by you indicates your agreement to accept
employment at Captura subject to these same provisions.
Position: EVP, North American Sales
Start Date: No later than March 1, 2000.
Duties and Responsibilities: You shall perform, on behalf of Captura,
those services which are customary for the
position and job description to which you are
appointed. In addition, your duties and
responsibilities may include other services
and tasks as directed by your manager from
time to time. You shall be required to
execute and honor the provisions of the
Employee Invention and Confidentiality
Agreement and confirm that you are not bound
by any non-compete or confidentiality
agreements which would prevent you from
performing your job responsibilities at
Captura.
Annual Salary: Your annual base salary shall be $150,000 per
annum.
Incentive Compensation: You will be eligible to participate in a
sales commission plan with agreed upon
objectives and goals to be established by
Captura's Chief Executive Officer within the
first thirty (30) days of employment.
Signing Bonus: You will receive a signing bonus of $15,000
payable during the first regularly scheduled
payroll run after your start date.
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Gary Tidd
February 8, 2000
Page 2
Severance: In the event of the termination by the Company of your
employment, for reasons other than cause, the Company will
continue your annual base salary for a period of one year
after date of termination at your then current base rate. In
addition, in the event of the termination of your employment
by the Company for reasons other than cause, the stock
option grant discussed below will continue to vest for a
period of one year after date of termination. For purposes
of this letter, "cause" shall mean (i) any act of personal
dishonesty taken by the Employee in connection with his/her
responsibilities as an employee and intended to result in
substantial personal enrichment of the Employee, (ii) the
Employee's commission or a felony or an act of fraud against
the Company or its affiliates, (iii) a willful act by the
Employee that constitutes gross misconduct and that is
injurious to the Company, and (iv) continued significant
failure by the Employee to perform his/her duties
commensurate with the position, after there has been
delivered to the Employee a written demand for performance
from the Company that describes the basis for the Company's
belief that the Employee has not substantially performed
his/her duties.
Vacation: Vacation shall be accrued at the rate of 20 days per year.
Benefits Plan: You shall be eligible to receive the same benefits package
as is generally offered to full time employees of Captura;
provided, however, that Captura reserves the right to modify
or update its benefits package from time-to-time.
Stock Option: On your first official day of employment with the Company,
you will begin eligibility for a grant of an option to
purchase 200,000 shares of Captura Common Stock. This option
will vest over 4 years, assuming continued employment with
Captura. The Company intends to grant this option in
accordance with the rules of the Captura Stock Option Plan,
and the option will be evidenced by a separate stock option
agreement in the form attached hereto as Exhibit A.
Captura is an "at will" employer, and this Employment Offer Letter shall
not be interpreted or construed to constitute an employment contract for any
specific term or include any provision not specifically set forth above. This
Employment Offer Letter represents the entire agreement between you and the
Company concerning the terms and conditions of your
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Gary Tidd
February 8, 2000
Page 3
employment by the Company and supersedes all prior agreements, whether oral or
written, with respect to this matter.
Our offer to hire you is contingent upon your submission of satisfactory
proof of your identity and your legal authorization to work in the United
States. If you fail to submit this proof, federal law prohibits us from hiring
you.
If you agree with and accept the terms of this offer of employment, please
sign below and return this letter to our office, attention Corkey Christensen.
We are confident your employment with Captura will prove mutually beneficial,
and we look forward to having you join us.
Captura Software, Inc. Employee:
/s/ Dan Vetras /s/ Gary Tidd
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Dan Vetras Gary Tidd
President and CEO
