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Exhibit 10.26
[GRIC Communications, Inc. Letterhead]
September 21, 2000 PERSONAL & CONFIDENTIAL
Bharat Dave
1301 McKenzie Avenue
Los Altos, California 94022
Dear Bharat:
It is our please to offer you employment at GRIC Communications, Inc. ("GRIC" or
the "Company"), in the position of Chief Operating Officer, reporting to me, as
GRIC's President and Chief Executive Officer ("Offer"). The responsibilities of
this position include a seat on the Board of Directors. The Board seat and this
Offer are subject to approval by the Company's Board of Directors.
RESPONSIBILITIES: You will be responsible for the day-to-day operations of
the following reporting functions:
Sales & Marketing Software Engineering
Business Units Customer Support and Services
Network Operations Worldwide Operations
Network Engineering
It is understood that the Chief Executive Officer will be responsible for the
functions of Finance, Legal, Human Resources, strategic investment, acquisition,
strategic initiatives, and external activities.
COMPENSATION: The compensation package we are presenting to you is
commensurate with a presidential position. Your initial compensation is based on
a semi-monthly base salary of $11,250, which is equivalent to $270,000 per year,
and is subject to annual review. Paydays are twice monthly, on the 15th and the
last working day of each month. You will also be eligible for an annualized
target incentive bonus equal to 50% of your base salary ($135,000 at 100% of
business plan target and objectives). This bonus will be payable annually in
accordance with GRIC's then current incentive bonus program and will be based
partially on the achievement of mutually agreed performance objectives and
partially on the attainment of corporate objectives.
EMPLOYEE STOCK OPTIONS: After your acceptance of this Offer, we will
recommend to the Board of Directors that you be granted an option to purchase up
to 300,000 shares of GRIC's common stock, at an exercise price equal to the
closing price of GRIC's common stock on The Nasdaq National Market on the date
of grant. This option would be subject to the Company's standard vesting
schedule (20% after ten months and 2% per month thereafter) and vesting would
commence as of your date of employment.
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CHANGE OF CONTROL: If the Company is acquired during your first year of
employment as Chief Operating Officer, and your employment is terminated without
cause within one year of the effective date of the acquisition, then 50% of your
unvested options will be vested immediately upon your date of termination,
without regard to satisfaction of the conditions to vesting that would otherwise
apply.
If the Company is acquired after completion of your first year of employment as
Chief Operating Officer, and your employment is terminated without cause within
one year of the effective date of the acquisition, then 100% of your unvested
options will be vested immediately upon your date of termination, without regard
to satisfaction of the conditions to vesting that would otherwise apply.
EMPLOYEE BENEFITS: You will be eligible to participate in the full range of
employee benefits, including medical, dental, vision, life, accidental death and
dismemberment, disability, 401k, employee stock purchase, and paid time off
plans. Coverage is available under the terms of the insurance plans on your
first day of active employment. You will be provided with the related policies
and procedures that explain these benefits.
TERMS OF EMPLOYMENT: This letter is not intended to confer contractual
rights of any kind upon you or to create contractual obligations of any kind on
GRIC. Your employment will be considered "at-will" and will continue for an
indefinite term. While we expect that the relationship between you and GRIC will
be rewarding and mutually beneficial, employment at will means that either GRIC
or you can terminate the employment relationship at any time with or without
notice and for any reason or for no reason, with or without cause.
TERMINATION OF EMPLOYMENT: The Company may terminate your employment at any
time without cause. If the Company terminates your employment without cause, the
Company will provide a severance payment equivalent to six (6) months' base
salary, payable in accordance with the Company's normal payroll policies.
Additionally, the Company will provide you with up to six (6) months'
company-paid insurance continuation following the date of your termination. Such
insurance continuation will be provided for up to six (6) months, unless
comparable benefits are otherwise provided to you by a third party. Such
benefits are separate from your then-existing COBRA rights and extend to
GRIC-related insurance benefits at your cost for an additional period of time.
The Company may also terminate your employment for cause in its sole discretion.
For the purpose of this Offer, cause shall be defined as:
1. Failure to continually and substantially perform the reasonably
assigned responsibilities of the position in an acceptable manner, gross
negligence, gross misconduct, habitual neglect of duties, criminal acts,
violation of any state or federal securities laws, commission of a felony
involving fraud or dishonesty, violation of written lawful policies or
written instructions of the Board of Directors, or commencement of employment
or any other business arrangements with another employer while you are an
employee of the Cmpany.
2. Your death, or your total disability lasting more than 90 days.
TERMINATION OF EMPLOYMENT WITH CAUSE: If the Company terminates your
employment with cause, the Company will provide you with a severance payment
equivalent to three (3) months' base salary, payable in accordance with the
Company's normal payroll policies. However, if the cause for termination relates
to a violation by you of state or federal law, then you will receive no
severance payment from the Company.
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Additionally, unless the cause for termination relates to violation by you of
state or federal law, the Company will provide you with up to three (3) months
of company-paid insurance continuation following the date of your termination.
Such insurance continuation will be provided for up to three months, unless
comparable benefits are otherwise provided to you by a third party. Such
benefits are separate from your then-existing COBRA rights and extend to
GRIC-related insurance benefits at your cost for an additional period of time.
There will be no acceleration of stock option vesting due to a termination of
employment, except as may be described in the Change in Control section of this
Offer.
CONFIDENTIALITY: GRIC requires that you sign an Employee Non-Disclosure,
Conflicts of Interest and Proprietary Rights Agreement as a condition of
employment.
Employment with GRIC is contingent upon meeting GRIC's requirements, which
include completing all necessary work related forms, producing applicable
documents as required by the Immigration Conform and Control Act of 1986, and
other such documents. Failure to comply will result in the rescinding of this
Offer.
By accepting employment with GRIC, you agree to be bound by its policies and
procedures, including the above-referenced Employee Non-Disclosure, Conflicts of
Interest and Proprietary Rights Agreement. This Offer is the entire initial
basic agreement relating to your position, compensation, reporting relationship
and employee benefits. By signing below, you acknowledge that you have not been
induced to accept employment by any representations or statements, oral or
written, not contained in this letter. This Offer is valid for seven days.
Welcome to GRIC Communications! We look forward to a long and prosperous
relationship. We expect you will have a significant and positive impact on
the future growth and success of GRIC Communications, Inc. If you agree with
the terms stated in this letter, please sign below to indicate your
acceptance, and return this letter to me as soon as possible.
Sincerely,
/s/ Hong Chen
President and Chief Executive
Officer
Accepted: /s/ Bharat Dave
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Bharat Dave
Date Signed: September 25, 2000
Anticipated Start Date: September 25, 2000
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