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(e)(13)
[LETTERHEAD OF ONDISPLAY]
April 15, 1997
Olivier Sermet
1321 Beverly Green Drive
Los Angeles, CA 90035
Dear Olivier,
On behalf of OnDisplay, Inc., I am pleased to offer you the position of Vice
President, Worldwide Field Operations, reporting to me. Your annual base salary
will be $150,000.00 and will be paid semi-monthly at a rate of $6,250.00 per pay
period. In addition, you will receive a non-recoverable draw, paid semi-monthly
at a rate of $3,125.00 per pay period, for one year. In the event of a change of
ownership of the Company, you will be guaranteed a 9 month salary package. This
offer assumes you will begin full time employment on May 12, 1997.
In addition, OnDisplay, Inc., will assist in relocation and will cover apartment
expenses up to an agreed upon amount. You will also be eligible for the
OnDisplay standard benefits package that includes medical, dental and vision
health insurance. As an OnDisplay employee, you will be able to participate in
the company 401K Plan upon meeting the eligibility requirements of the Plan.
OnDisplay also offers three (3) weeks of vacation per year, accrued at a rate of
five (5) hours per pay period, along with ten (10) Company designated holidays.
Inclusive with your compensation package, and subject to approval by the Board
of Directors, you will be granted Incentive Stock Options of 170,000 shares of
OnDisplay stock under the OnDisplay, Inc. 1996 Stock Option Plan. Under the
conditions of the OnDisplay, Inc. 1996 Stock Option Plan, your Incentive Stock
Options will vest over a four (4) year period at a rate of 25% after twelve
months, then 1/48th per month thereafter. In the event of a change of ownership
of the Company, there will be an 18 month automatic acceleration of stock
vesting as outlined in the OnDisplay, Inc. 1996 Stock Option Plan.
Your employment with OnDisplay, Inc., is entered into voluntarily, and as a
result, you are free to resign, at any time, upon two weeks notice, with or
without cause for any reason or no reason. Similarly, OnDisplay, Inc., is free
to conclude its "at will" employment relationship with you at any time, with or
without cause, for any reason or no reason.
I am enthusiastic about bringing an executive of your caliber into OnDisplay,
Inc., and working with you to build OnDisplay, Inc., into an innovative,
successful industry leader. I, along with the rest of the OnDisplay team, look
forward to your immediate contribution to our future success.
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Offer Letter: Olivier Sermet
April 15, 1997
Page 2
Please confirm your acceptance of employment on the terms set forth in this
letter by signing both copies and returning one copy.
Best Regards,
/s/ Mark Pine
Mark Pine
President & CEO
OnDisplay, Inc.
AGREED AND ACCEPTED:
OLIVIER SERMET
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Print Name
/s/ Olivier Sermet 4/22/97
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Signature Date
