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Exhibit 10.4
July 10, 2000
Curtis Cluff
Dear Curtis:
I am very pleased to offer you the position of BEYOND.COM'S Chief Financial
Officer. As Chief Financial Officer, you will report directly to Ronald S.
Smith, in his capacity as President and CEO of BEYOND.COM.
Your base salary will be $250,000 annually and will generally be reviewed on an
annual basis. You will also be eligible for an annual bonus of $125,000, paid
quarterly. During your employment, you will be eligible for all benefits made
available to other similarly situated employees of the company from time to
time. These benefits may be added to or deleted from the benefits package
offered by the company at any time at the discretion of the Board of Directors
of the company.
In addition, you will be granted a one-time sign-on bonus of $50,000. Should
your employment with BEYOND.COM be terminated by you or for cause prior to your
twelve-month anniversary, you will be required to return the sign-on bonus. The
return amount will be pro-rated over a twelve-month period, after which time
there will be no obligation on your part to return the sign-on bonus.
Also, BEYOND.COM will provide reimbursement for reasonable living expenses in
the Greater San Jose Area such as a two bedroom condominium along with
reimbursement of commute/travel expenses for four roundtrips per month incurred
between Los Angeles and the Greater San Jose area for the first twelve months of
employment with the company.
When you commence your employment with the company, the company intends to grant
you a stock option to purchase 400,000 shares of the company's common stock. One
quarter (1/4) of the option shares (100,000) will become exercisable after you
have completed twelve months of employment with the company, and, thereafter one
forty-eighth (1/48) of the option shares (8,333.33) will become exercisable
following each month you remain employed by the company. The grant of the stock
options will be subject to the other terms and provisions of the company's stock
option plan and stock option agreement and the satisfaction of all federal and
state securities laws.
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For purposes of this offer letter, any act by you involving fraud, willful
malfeasance or similar wrongful acts, or willful and continuing neglect of your
duties after notice of such, shall be grounds for you to be "Terminated For
Cause." If you are terminated for any other reason, you shall be deemed
"Terminated Without Cause." In the event that you are terminated without cause,
the Company will pay you as agreed upon severance a lump sum one time payment
amount equal to six (6) months of your then base salary and annual bonus. You
agree that the payments set forth in this offer letter constitute all payments
that you shall be entitled to, and under any theory, in the event of any
termination of employment.
Also, you will be eligible to participate in the "changes-in-control" program as
outlined in paragraph 11 on page 9 of the BEYOND.COM CORPORATION 1999 STOCK
INCENTIVE PLAN. A copy of this plan is attached for your information.
At all times your employment will be "at will". Under California law this means
that it is not for a specified period of time and at any time either you or the
company can terminate the employment, with or without cause, by giving notice to
the other party. This offer of employment is contingent upon completion of a
background investigation.
Curtis, we look forward to having you join the team and believe you have the
ability to make a significant contribution to our success. If you are in
agreement with the terms of this offer, please sign below and return it to me by
Monday, July 17, 2000.
Sincerely,
Ronald S. Smith
President and CEO
Agreed and Accepted: Date:
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Curtis Cluff
Start Date:
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