<PAGE> 1
EXHIBIT 10.1
October 23, 2000
Julia L. Wainwright
126 Madrona Avenue
Belvedere, CA 94920
RE: RETENTION BONUS ARRANGEMENT
Dear Julie:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $225,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
<PAGE> 2
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Chris Deyo
By: Chris Deyo
President
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Julia L. Wainwright
----------------------------------------------
Name Date
<PAGE> 3
October 23, 2000
Christopher E. Deyo
224 Upper Terrace
San Francisco, CA 94117
RE: RETENTION BONUS ARRANGEMENT
Dear Chris:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $225,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable
<PAGE> 4
law; or (vi) conviction of a felony or a crime involving moral turpitude causing
material harm to the standing and reputation of the Company, in such case as
determined in good faith by the Board of Directors of the Company.
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Christopher E. Deyo
----------------------------------------------
Name Date
October 23, 2000
Paul G. Manca
<PAGE> 5
6654 Pine Needle Drive
Oakland, CA 94611
RE: RETENTION BONUS ARRANGEMENT
Dear Paul:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $225,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 6
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Paul G. Manca
----------------------------------------------
Name Date
October 23, 2000
John Benjamin
108 Rockrose Way
Novato, CA 94945
<PAGE> 7
RE: RETENTION BONUS ARRANGEMENT
Dear John:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $75,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 8
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ John Benjamin
----------------------------------------------
Name Date
October 23, 2000
John Hollon
1326 Vina Del Mar
Placentia, CA 92870
<PAGE> 9
RE: RETENTION BONUS ARRANGEMENT
Dear John:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $75,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 10
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ John Hollon
----------------------------------------------
Name Date
October 23, 2000
Diane Hourany
870 Florida Street
San Francisco, CA 94110
<PAGE> 11
RE: RETENTION BONUS ARRANGEMENT
Dear Diane:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $75,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 12
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Diane Hourany
----------------------------------------------
Name Date
October 23, 2000
Ralph Lewis
228 Marigold Street
Danville, CA 94506
<PAGE> 13
RE: RETENTION BONUS ARRANGEMENT
Dear Ralph:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $75,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 14
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Ralph Lewis
-----------------------------------------------
Name Date
October 23, 2000
Paul Melmon
1408 Cordilleras Ave.
San Carlos, CA 94070
<PAGE> 15
RE: RETENTION BONUS ARRANGEMENT
Dear Paul:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $150,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 16
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Paul Melmon
----------------------------------------------
Name Date
October 23, 2000
Kathryn Ringewald
130 Rice Lane
Larkspur, CA 94939
<PAGE> 17
RE: RETENTION BONUS ARRANGEMENT
Dear KC:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $150,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 18
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Kathryn Ringewald
----------------------------------------------
Name Date
October 23, 2000
Matt Gee
1916 Park Meadow Drive
Alamo, CA 94507
<PAGE> 19
RE: RETENTION BONUS ARRANGEMENT
Dear Matt:
I am pleased to announce that our Board of Directors recently approved a
cash bonus arrangement for certain key employees of Pets.com, Inc., including
yourself. The purpose of this bonus program is to provide incentives for our key
employees to continue in the service of the Company notwithstanding the
possibility of an acquisition or other similar transaction.
Accordingly, in recognition of your significant contributions to
Pets.com in the past and your commitment to continue to provide valuable service
to the Company in the future, Pets.com will pay you a retention bonus under the
following terms and conditions:
1. If you remain an employee of the Company in good standing and do not
voluntarily resign your employment and you are not subject to an involuntary
termination by the Company (or a successor company) for Cause (as defined below)
until or before the earlier of: 1) March 1, 2001; 2) the date on which the
Company completes a financing of not less than $10 million; 3) the effective
date of a Change of Control (as defined below); or 4) the effective date of a
Liquidation (as defined below), each of which is referred to in this letter as
the "Payment Date", you will receive the Bonus Payment (as defined below) on the
Payment Date. If you are involuntarily terminated by the Company without Cause
prior to the Payment Date, you will also be eligible for the Bonus Payment on
the Payment Date, if any, on the same basis as if you were an active employee of
the Company in good standing as of such date. In either event, your right to
receive the Bonus Payment will be conditioned on your execution of a general
release of claims in a form to be provided by the Company.
2. Subject to paragraph 1 above, on the Payment Date, you will receive a
bonus payment of $75,000, reduced by applicable withholding taxes (the "Bonus
Payment").
The terms used in this letter have the following meanings:
1. CAUSE. "Cause" for your termination will mean the good faith
judgment of the Company's Board of Directors, that you have engaged in or
committed any of the following: (i) gross negligence or willful misconduct in
the performance of your duties to the Company where such gross negligence or
willful misconduct has resulted or is likely to result in substantial and
material damage to the Company or its subsidiaries, (ii) repeated unexplained or
unjustified absence from the Company, (iii) a material and willful violation of
any federal or state law, (iv) commission of any act of fraud with respect to
the Company, (v) breach of any confidentiality obligation to the Company,
whether determined by agreement or by applicable law; or (vi) conviction of a
felony or a crime involving moral turpitude causing material harm to the
standing and reputation of the Company, in such case as determined in good faith
by the Board of Directors of the Company.
<PAGE> 20
2. CHANGE OF CONTROL. A "Change of Control" shall mean a sale or
merger of the Company, in which more than fifty percent (50%) of the voting
power of the Company is transferred to a third party.
3. LIQUIDATION. A "Liquidation" shall mean a complete
liquidation, dissolution or winding up of the Company.
Please be aware that this bonus arrangement does not create an
employment contract between you and the Company. Your employment by Pets.com is
and shall continue to be "at-will", as defined under applicable law.
This letter agreement represents the entire agreement between you and
the Company with respect to the retention bonus arrangement.
Please let me know if you have any questions. If not, please sign below
to confirm your understanding and acceptance of the terms of the retention bonus
arrangement and return this letter to me. Thank you again for your consideration
and your commitment to Pets.com.
Very truly yours,
PETS.COM, INC.
/s/ Julia Wainwright
By: Julia Wainwright
Chief Executive Officer
CONFIRMED, AGREED AND UNDERSTOOD:
/s/ Matt Gee
----------------------------------------------
Name Date
