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(e)(11)
October 20, 1999
Venkat Mohan
9832 Mahogany Drive #108
Gaithersburg, MD 20878
Fax (301) 258-5712
Dear Venkat:
On behalf of OnDisplay, Inc./The Outsource Group, I am pleased to offer you the
position of President and Chief Operating Officer, reporting to me. Your annual
base salary will be $175,000.00 and will be paid semi-monthly at a rate of
$7,291.67 per pay period.
You will be eligible to receive an annual bonus that is 35% of your annual base
salary (prorated for 1999), subject to mutually agreed upon performance
objectives.
In addition, you will receive a sign-on bonus of $150,000.00, paid within forty-
five days of your hire date. Should you voluntarily terminate from the company
within one year of your hire date, the full amount of the sign-on bonus must be
repaid in full to OnDisplay upon the date of termination. The sign-on bonus
will be prorated for involuntary termination with cause.
Furthermore, OnDisplay, Inc., will cover your moving expenses and closing costs
on your home up to an agreed upon amount.
This offer assumes you will begin full time employment on November 8, 1999.
You will also be eligible for the OnDisplay/The Outsource Group standard
benefits package that includes medical, dental and vision insurance, IRC Section
125, etc. Information about these programs, other company benefits and
guidelines concerning policies and procedures will be made available to you from
the Human Resources department.
As an OnDisplay employee, you will be able to participate in the company 401(k)
Plan upon meeting the eligibility requirements of the Plan. OnDisplay/The
Outsource Group also offers three (3) weeks of vacation per year, accrued at a
rate of five (5) hours per pay period for employment service of 2 weeks to 3
years, and four (4) weeks of vacation per year, accrued at a rate of 6.67 hours
per pay period for employment service of 3+ years, along with twelve (12)
Company designated holidays.
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Offer Letter 5: Venkat Mohan
October 20, 1999
Page 2
Inclusive with your compensation package, and subject to approval by the Board
of Directors, you will be granted Incentive Stock Options of 300,000 shares of
OnDisplay stock under the OnDisplay, Inc., 1996 Stock Option Plan. Five percent
(5%), which is equal to 15,000 shares, of your Incentive Stock Options will be
fully vested on your hire date, referred to as the vesting commencement date.
The remaining Incentive Stock Options; 285,000 shares, will vest over a four (4)
year period at a rate of 25% after twelve months, then 1/48/th/per month
thereafter as outlined in the OnDisplay, Inc., 1996 Stock Option Plan.
Involuntary Termination; Disability; Death. If you terminate as a result of
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Involuntary Termination, Disability, Death, other than for Cause, you shall be
entitled to receive a continuation of your Base Compensation, Health Benefits
and Stock Vesting for a period equal to 12 months. In addition, you shall be
entitled to a payment of a pro-rata portion of the Target Bonus you would have
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received for the year in which the termination occurs. Such payment shall be
made in a lump sum within ten (10) business days after the Termination Date.
Voluntary Resignation; Termination For Cause. If your employment terminates by
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reason of your voluntary resignation (and is not an Involuntary Termination), or
if you are terminated for Cause, then you shall not be entitled to receive
severance or other benefits except for those (if any) as may then be established
under the Company's then existing severance and benefits plans and policies at
the time of such termination.
Change of Control. If there is a change of control, all outstanding options
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shall accelerate and become exercisable immediately.
In addition, the severance benefits under Involuntary Termination above shall
apply with respect to Base Compensation, Health Benefits and Target Bonus.
"Change of Control" shall mean the occurrence of any of the following events:
(i) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becoming the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities;
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Offer Letter 5: Venkat Mohan
October 20, 1999
Page 3
(ii) A change in the composition of the Board of Directors of the
Company occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. "Incumbent Directors" shall
mean directors who either (A) are directors of the Company as of the date
hereof, or (B) are elected, or nominated for election, to the Board of Directors
of the Company with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination (but shall not
include an individual not otherwise an Incumbent Director whose election or
nomination is in connection with an actual or threatened proxy contest relating
to the election of directors to the Company); or
(iii) The approval by shareholders of the Company of a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the approval by
the shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all the Company's assets.
For purposes of your severance benefits, the following terms referred to above
shall be defined as follows.
Cause. "Cause" shall mean (i) any act of personal dishonesty taken by you in
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connection with your responsibilities as an employee and intended to result in
substantial personal enrichment to you, (ii) the conviction of a felony which
the Board reasonably believes had or will have a material detrimental effect on
the Company's reputation or business, (iii) a willful act by you which
constitutes gross misconduct and which is injurious to the Company, and (iv)
continued violations by you of your obligations which are demonstrably willful
and deliberate on your part which continue after there has been delivered to
you, a written demand for performance from the Company which describes the basis
for the Company's belief that you have not substantially performed your duties.
<PAGE>
Offer Letter 5: Venkat Mohan
October 20, 1999
Page 4
Involuntary Termination. "Involuntary Termination" shall mean (i) without your
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express written consent, a significant reduction of your duties, position or
responsibilities, or your removal from such position and responsibilities,
including, without limitation, any reduction that results in you not serving as
the President and Chief Operating Officer of the company that survives after the
Change of Control (or, if such surviving company is a member of a group of
affiliated corporations, the President and Chief Operating Officer of the most
senior parent corporation in such group); (ii) without your express written
consent, a substantial reduction, without good business reasons, of the
facilities andperquisites(including office space and location) available to you
immediately prior to such reduction; (iii) a reduction by the Company in your
Base Compensation as in effect immediately prior to such reduction; (iv) a
material reduction by the Company in the kind or level of your benefits to which
you are entitled immediately prior to such reduction with the result your
overall benefits package is significantly reduced; (v) without your express
written consent, your relocation to a facility or a location more than 25 miles
from your present location; (vi) any purported termination of you by the Company
which is not effected for Cause, or any purported termination for which the
grounds relied upon are not valid; or (vii) the failure of the Company to obtain
the assumption of this Agreement by any successors in the event of a change of
control.
Other Conditions. Your employment with OnDisplay/The Outsource Group, whether
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temporary, probationary, part-time or full-time, 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/The
Outsource Group, is free to conclude its "at will" employment relationship with
you at any time, with or without cause, for any reason or no reason.
On your start date, you will be asked to review and complete necessary
paperwork. We ask that you bring an original document that verifies your
identity -- likely a picture identification (e.g., a passport, driver's license,
ID card, etc.) and one that verifies that you are eligible to be employed in the
U.S.A (e.g., social security card, U.S. passport, etc.).
Please confirm your acceptance of employment on the terms set forth in this
letter by signing both copies and returning one copy to the attention of Sharon
Santos.
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Offer Letter 5: Venkat Mohan
October 20, 1999
Page 5
This offer is valid until October 21, 1999.
It is my pleasure to welcome you to OnDisplay. The team at OnDisplay, along
with me, looks forward to your immediate contribution to our future success.
Best Regards,
Mark Pine
Chief Executive Officer
AGREED AND ACCEPTED:
@ondisplay.com
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Print Name Nickname E-mail account name (First Choice)
@ondisplay.com
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E-mail account name (Second Choice)
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Signature Date Print name as you would like it to appear on
your business card
____________________________________________
* Address, City and Zip Code to be listed on
business card
_______________________ _________________
* Business number to be * Fax number to
listed on business card be listed on
business card
*If not located at Corporate Headquarters, San Ramon
