<PAGE> 1
EXHIBIT 10.21
[ACCRUE LOGO]
May 26, 2000
Ron Yu
1509 Fairway Green Circle
San Jose, CA 95131
Dear Ron:
On behalf of Accrue Software, Inc. (the "Company"), I am pleased to offer you
the position of Vice President of Services, reporting directly to me, starting
on July 24, 2000. Your compensation will be comprised of a $155,000 annual base
salary and an annual target commission of $46,500.00, for a total annual target
compensation of $201,500 at 100% of your plan. Your salary will be payable in
accordance with the Company's standard payroll policies (subject to normal
required withholding). You will be covered by the Company's standard benefits
package including health insurance and seventeen days paid time off per year.
You will be granted an incentive stock option to purchase 150,000 shares of
Common Stock exercisable at the fair market value on the date of grant by the
Company's board of directors. The option will become exercisable at the rate of
25% the shares one year after your commencement of employment and 1/48th of the
shares subject to the option each month thereafter, so that at the end of four
years, the option will be fully vested provided you remain an employee of the
Company. The option will be subject to approval and grant by the Company's
board of directors, which will occur at the first regular board meeting
following the commencement of your employment, and the execution of the
Company's standard Option Agreement under its 1996 Stock Plan. In the event you
are terminated without cause, due to Change of Control, there will be a one
year acceleration of vesting in addition to what has been vested to date.
Our offer to you is conditioned upon your execution of the Accrue Software,
Inc. Proprietary Information and Inventions Agreement, and conditioned upon
your ability to provide and maintain the proper and necessary visa and other
documentation required for you and Accrue to comply with all applicable United
States immigration laws and regulations. In addition, you will abide by the
Company's strict policy that prohibits any new employee from using or bringing
with him or her from any previous employer any confidential information, trade
secret, or proprietary materials or procedures of such employer.
Your employment by Accrue will be for an indefinite term and on an "at-will"
basis. This means that Accrue may terminate the employment relationship at any
time, with or without cause. This "at-will" relationship may be changed only by
a written agreement entered into for this purpose and signed by the Company's
Chief Executive Officer. The other terms and conditions of your employment will
be governed by various policies and programs of the Company, in writing and
otherwise, and that those policies and programs may be changed from time to
time by the Company in its discretion. The voluntary "at-will" nature of my
employment shall not be affected nor changed by any other employment policies
or programs the Company may have, now or in the future.
This offer will be held open for three (3) days. To accept please sign at the
bottom of this letter.
Again, let me indicate how pleased we all are to extend this offer, and how
much we look forward to working together. Please indicate your acceptance by
signing and returning the enclosed copy of this letter.
Very truly yours,
/s/ RICHARD D. KREYSAR
-----------------------
Richard D. Kreysar
President and CEO
Accrue Software, Inc.
I, Ron Yu, understand the foregoing terms and conditions and hereby accept them
as stated:
Signed: /s/ RON YU Date: 5/30/00
-------------------------- ----------------
