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Exhibit 10.9
MEMORANDUM
To: H. Ward Wolff
Re: Job Offer
Date: March 27, 1998
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Title: Chief Financial Officer.
Job Description: Responsible for all of the Company's worldwide financial, human resource,
and internal support functions. You will report directly to the CEO.
These duties and responsibilities may be expanded or contracted from
time-to-time at the discretion of the CEO.
Base Salary: $14,583.33 per month, paid monthly.
Start Date: April 20, 1998, or such other date as mutually agreed in writing by you and
the CEO.
Health Benefits: Pangea provides health and dental benefits through Blue Cross of California
and through Kaiser. Employees may choose between an HMO plan and a
Preferred Provider Organization (PPO).
Pangea will pay 95% of the cost of the HMO plan for employees plus 70% of the cost of the
HMO coverage for the employees' dependents. Additional costs for coverage under the PPO
shall be borne by employee.
Pangea will provide life insurance and long term disability coverage at no expense to the
employee.
Paid Time Off: You will have three weeks paid time off during the first year of your
employment, which shall accrue over the course of the year on a bi-weekly
basis.
Contribution Plan: Pangea has established a 401(k) plan with Piper Jaffray. No company
matching funds are provided at this time. However, the plan allows for
discretionary end-of-the-year company contributions.
Stock Options: Subject to Board approval, you will be granted stock options to purchase
300,000 shares of common stock of the company, which will vest monthly at
the rate of 1/48 of the total grant per month over four years of continuous
employment. The options are designed to qualify as Incentive Stock Options
under the U.S. Income Tax Code, thus the exercise price of the options
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will be based on the fair market value of the company at the time of grant
(anticipated to be $0.55 per share upon your start date).
Change of Control: Upon the occurrence of a merger of the Company with or into any other
entity or a sale or conveyance by the Company of all or substantially all
of its assets to any other entity in a transaction in which the
stockholders of the Company immediately before the transaction less than a
majority of the outstanding voting securities of the surviving entity or
its parent (a "Change in Control"), fifty percent (50%) of the unvested
shares subject to the options held by you immediately prior to such Change
in Control will vest and become exercisable as of the date of the Change in
Control.
In addition, upon the involuntary or constructive termination of your employment with the
Company, or a successor entity, without cause either immediately prior to and in connection
with, or within one year following a Change in Control, you will be entitled to:
(a) severance pay equal to four (4) months annual base salary, to be paid in a lump
sum amount or monthly over the relevant time period, at the discretion of the
Company; and;
(b) the immediate and accelerated vesting prior to such termination of 50% of the
then unvested shares subject to your options.
Ownership of Intellectual Property, Upon the initiation of employment with Pangea, you will sign an agreement
Confidentiality and Other Agreements: specifying that, among other things, all intellectual property relating to
your employment with Pangea will be owned by Pangea, that during any period while you are
employed with Pangea, you will not work for, or in collaboration with, any competitors or
potential competitors of Pangea, and that during the employment and following the
termination of the employment, you will agree to ensure that the confidential information,
trade secrets and intellectual property of Pangea will not be obtained by any third parties.
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Exclusive Service: You will devote your full time and effort exclusively to this employment (except as
consented to in writing by the CEO of Pangea) and apply all your skill and experience to the
performance of your duties and advancing the Comppany's interests.
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All employment at Pangea is "at will", which means that either you (the
employee) or Pangea may terminate the employment relationship at any time for
any reason or no reason.
This letter constitutes the complete agreement concerning your employment with
Pangea Systems Inc., and supersedes all prior written or oral statement which
may have been made to you. Any statements made by a representative of Pangea
which contradict this offer letter are not authorized or binding unless
accompanied by a written confirmation from the CEO of Pangea. This offer will
expire thirty (30) days after the date of this memorandum indicated in the
heading above.
This offer is contingent upon Pangea's satisfactory completion of reference
checking by April 1, 1998.
I have read the above agreement and acknowledge that it represents the terms of
employment offered to my by Pangea Systems.
PANGEA SYSTEMS, INC. EMPLOYEE
By:/s/ JAMES AUFDEMBERGE By:/s/ H. WARD WOLFF
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Name:JAMES AUFDEMBERGE Name:H. WARD WOLFF
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Date:3/27/98 Date:4/1/98
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