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Exhibit 10.8
July 16, 1999
Mr. Robert F. Williamson
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Dear Rob:
Pangea Systems, Inc. is pleased to extend to you an offer of employment to join
our company in the capacity of Senior Vice President, Marketing, Business
Development and Ecommerce, effective July 19, 1999. You will report to John
Couch, President and CEO.
Attached, as Exhibit A, is a summary of the terms and conditions of this offer
of employment. It contains specific information concerning your title, duties,
salary, benefits and start date. Your initial compensation will consist of a
base salary payable as indicated on the attached exhibit. Future salary
adjustments and eligibility for participation in any company bonus program will
be in accordance with the company policy and will be based upon individual and
company performance.
You will be eligible to participate in the customary benefits offered to other
full-time employees in similar positions. These benefits include paid time off,
holiday time and a choice of group health and dental insurance plans as
summarized in Exhibit A.
This employment offer is contingent upon:
- Your execution and return of all employment documents, including the
attached Pangea Systems Employee Invention Assignment and
Confidentiality Agreement.
This agreement specifies, 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. Furthermore, the Agreement provides
that you will devote your full time and effort exclusively to this
employment (except as consented to in writing by the President or CEO
of Pangea) and apply all your skill and experience to the performance
of your duties and advancing the Company's interest.
- Delivery to the company of appropriate identification that verifies
your eligibility to work in the United States in accordance with the
Immigration Reform Control Act of 1986 (see the enclosed list).
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Employment with Pangea Systems, Inc. is "at will" and not for a specific term.
It can be terminated by you or by the company at any time for any reason, with
or without cause. Any contrary representations that may have been made to you
are superseded by this offer. Any modifications to this at-will term of your
employment must be in writing and signed by you and the President of Pangea
Systems, Inc. Pangea Systems reserves the right to make changes to corporate
personnel policy as required. If you accept this offer, you may receive copies
of company policies and plans in effect from time to time and agree to abide by
them. Note that theses policies and plans may change at any time and they are
not to be construed as a contract of employment.
This letter constitutes the complete agreement concerning your employment with
Pangea Systems, Inc. and supersedes all prior written or oral statements, 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 Chief Executive Officer of
Pangea. This offer will expire ten (10) days after the date of this letter.
Please mail or fax (510-628-0110) your signed letter to Anita Cota,
Executive/Legal Administrator, in acceptance of this employment offer prior to
your start date. Keep the additional copy for your records. Plan to bring
appropriate identification and executed employment documents to this meeting.
Rob, we are delighted to have you become a part of the Pangea Systems team, and
we look forward to working with you. Please feel free to call me if you have any
questions.
Sincerely,
/s/ H. Ward Wolff
H. Ward Wolff
Senior Vice President and CFO
Enclosure: Exhibit A
Pangea Systems Employment Agreement
Information on appropriate identification of eligibility to
work in the U.S.
ACCEPTANCE
I have read and understand the foregoing which constitutes the entire
understanding between Pangea Systems and the undersigned, and I accept
employment with the company subject to the terms and conditions contained
herein.
/s/ Robert F. Williamson 21.07.99
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Robert F. Williamson Date
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EXHIBIT A
Robert F. Williamson
SUMMARY TERMS AND CONDITIONS
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TITLE AND DUTIES: Title: Senior Vice President,
Marketing, Business Development and
Ecommerce
Job Description: As Senior Vice
President, Marketing, Business
Development and Ecommerce, you will
be responsible for managing all areas
of marketing and business development
for the company, including product
management, marketing communications,
user publications and business
development. This role includes
managing all marketing activities for
the company's products and services,
including creating product plans,
establishing pricing models, managing
competitive research and analysis,
determining product positioning and
distribution strategy, coordinating
new products launches and new product
sales training, guiding third party
development programs, and managing
strategic alliance and business
partnering initiatives. In this
capacity, you will be responsible for
the overall coordination, management,
introduction and strategic and
functional definition of the
company's Ecommerce initiative,
currently described as Mygene.com. In
addition, you will be expected to
participate in setting the strategic
direction of the company as a member
of the executive management team.
These duties and responsibilities may
be expanded or contracted from
time-to-time at the discretion of the
CEO.
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REPORTING TO: John Couch, President & CEO
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BONUS: Signing bonus of $16,250.00
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START DATE: July 19, 1999
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STARTING SALARY: $16,250.00 per month, payable on the
last day of each month. Position is
exempt.
Standard employment deductions (e.g.
required federal, state, and local
taxes) will be withheld.
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BONUS PLAN: You will be eligible to participate
in Pangea's Management Bonus Plan,
which is anticipated to be
implemented in Q3 1999.
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CONTRIBUTION PLAN: Pangea has established a 401(k) plan
with PaineWebber. No company
matching funds are provided at this
time. However, the plan allows for
discretionary end-of-the-year company
contributions.
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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
employees' dependants. Additional
costs for coverage under the PPO
shall be borne by the employee.
Pangea will provide life insurance
and long term disability coverage at
no expense to the employee.
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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.
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STOCK OPTIONS: Subject to Board approval, you will
be granted stock options to purchase
750,000 shares of common stock of the
company, which will vest over four
years of continuing employment with
the company. The options will vest
monthly after a cliff period of six
months. The terms and conditions of
your options will be subject to a
Stock Option Agreement. The options
are designed to qualify as Incentive
Stock Options under the U.S. Income
Tax Code, thus the exercise price of
the options will be based on the fair
market value of the company at the
time of grant.
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CHANGE IN 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 six
(6) 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.
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