<PAGE>
Exhibit 10.25
[GRIC Communications, Inc. Letterhead]
July 27, 2000
Stanley T. Hayami
21 Intervale Road
Sudbury, MA 01776
Dear Stanley:
It is our pleasure to offer you employment at GRIC Communications, Inc., in
the position of Vice President, GRICphone, initially reporting to Dr. Hong
Chen, President and Chief Executive Officer. The Company is currently
searching for a Chief Operating Officer (COO) and upon hire, this position
will report to the COO.
COMPENSATION: Your initial compensation is based on a semi-monthly base
salary of $7,500.00, which is equivalent to $180,000.00 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 30% of your base salary ($54,000 at 100% of Plan). 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 OPTION: After your acceptance of this offer, we will
recommend to the Board of Directors that you be granted an option to purchase up
to 50,000 shares of GRIC's common stock, at an exercise price equal to the
closing price of GRIC Communications, Inc. 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.
Should the Company, or it successor elect to terminate your employment
within one year as Vice President of GRICphone without cause following and
acquisition or merger of the Company involving a change in control, the option
vesting described above shall be accelerated as to occur automatically on the
date of such termination, without regard to satisfaction of the conditions to
vesting that would otherwise apply.
RELOCATION: To assist in your relocation to Northern California, the
company will provide the following benefits: One househunting trip for you and
your family, temporary living for 60 days, car rental and cost of meals for 60
days, moving of reasonable and customary household goods and cost of coach air
transportation to new location for you and your immediate family. In addition,
as stated in the attached "Relocation Agreement," the Company will provide you
with a bonus totaling $70,000. This bonus has two components and will be paid as
follows: A one-time Home Selling Allowance of $20,000 will be distributed in
four (4) $5,000 payments. These payments will be included in your first four
regular payroll checks. The remaining Mortgage Differential portion of the bonus
equaling $50,000 will be distributed over 50 pay periods (25 months) at the rate
of $1,000 per pay period. Please read carefully the Relocation Agreement.
Payments will begin upon the Company's receipt, of this Agreement, but not
before your actual date of hire.
<PAGE>
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: Your employment will be considered "at-will" and will
continue for an indefinite term. Employment at will means that either you or the
Company may terminate the employment relationship at any time for any reason,
with or without cause.
This letter is not intended to confer contractual rights of any kind upon any
employee, or to create contractual obligations of any kind on GRIC
Communications. GRIC's relationship with all of its employees is on an "at will"
basis. While we expect that the relationship between you and the Company will be
rewarding and mutually beneficial, either the Company or the employee can
terminate the employment relationship at any time with or without notice and for
any reason or for no reason.
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 it sole discretion.
For the purpose of this Offer of Employment, 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
Company.
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.
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 months of
company-paid insurance continuation following the date of your termination. Such
insurance continuation will be provided for up to three (3) 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.
<PAGE>
CONFIDENTIALITY: GRIC requires that you sign a Confidentiality Agreement as
a condition of employment.
Employment with GRIC Communications, Inc. is contingent upon meeting Company
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 our offer of employment.
By accepting employment with the Company, you agree to be bound by its policies
and procedures, including and Employee Non-Disclosure, Conflicts of Interest and
Proprietary Rights Agreement, which you will be asked to sign on your hire date.
This offer letter is the entire initial basic agreement for 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.
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 and the attached Relocation Agreement, please sign
below to indicate your acceptance, and return this letter to me as soon as
possible.
Sincerely,
/s/ Barron B. Cox
Barron B. Cox
Vice President of Human Resources
Accepted: /s/ Stanley Hayami 8/28/00
--------------------------------------
Stanley Hayami Date
Anticipated start date: August 28, 2000
----------------
<PAGE>
RELOCATION AGREEMENT
Effective on August 28, 2000, I, Stanley Hayami, accept payment by GRIC
Communications, Inc.
(referred to hereafter as "GRIC" or the "Company") of certain relocation costs
from my principal resident in Sudbury, Massachusetts ("Sudbury Home"), to my new
home in Northern California (exclusive of the one-time $20,000 allowance to help
defray the cost of selling the Sudbury Home), as outlined in that certain offer
of employment letter from the Company dated July 28, 2000 (referred to hereafter
as the "Relocation Amount"), on the following terms and conditions:
1. If I remain a full-time GRIC employee for twelve (12) months from the
effective date, I shall have no obligation to repay any of the
Relocation Amount.
2. If I voluntarily terminate my employment (i.e., of my own free will)
within one year from the effective date, I agree to repay to GRIC a
portion of the Relocation Amount, to be calculated as follows:
Beginning on the effective date of each full calendar month that I have
worked, 1/12th of the Relocation Amount is forgiven, and I shall pay
the portion of the Relocation Amount to GRIC on demand. Repayment will
be made by any or all of the following methods.
a. By cash
b. By deduction from my salary or wages of any cost owed, which I
hereby authorize GRIC to make upon notice to GRIC of my
termination.
c. By using any of my monies held in any GRIC stock purchase plan.
I hereby assign to GRIC any funds in the plan I may have to pay
costs owed. I agree to execute any documents necessary to
release said assigned monies for repayment. No other assignment
exists in connection with the above-described plan.
d. By applying business expense report reimbursement owed me by
GRIC.
3. I understand that certain reimbursements and allowances paid to me in
connection with my relocation must be included as a part of my gross
income and therefore may be subject to tax.
I also understand that while I can deduct some of the expenses related
to my relocation, according to IRS guidelines, I must have receipts to
show my actual expenses. I UNDERSTAND THAT IF AUDITED BY THE IRS AND
THERE HAVE BEEN NO RECEIPTS KEPT, I CAN BE LIABLE FOR TAXES DUE.
4. I understand that nothing in this agreement ensures me of a continuing
position with the Company or in anyway changes my right or the
Company's right to end the employment relationship as either of us
deems necessary.
/s/ Stanley Hayami August 28, 2000
------------------ -----------------------
Stanley Hayami Date
