General Counsel Employment Agreement

Exhibit 10.21


320 First Street

San Francisco, CA 94105

Tel.: 415.808.8800

Fax: 415.808.8777

www.cp.net


June 11, 2001


Mr. Michael Zukerman

Dear Mike:


We are extremely pleased to offer you the position of Senior Vice President and General Counsel of Critical Path, Inc. (" the Company" ). This letter (the " Agreement" ) sets forth the basic terms and conditions of your employment with the Company. By signing this Agreement, you are agreeing to these terms. It is important that you understand clearly both what your benefits are and what the Company expects of you. We look forward to your positive response and anticipate a start date of June 12, 2001.


1. Compensation . Your starting base salary will be $250,000.00 on an annualized basis, which will be paid twice per month, less regular payroll deductions, which will cover all hours worked. Your compensation will be reviewed annually by the Board of Directors and/or your immediate supervisor (as described in Paragraph 3 below) and may be adjusted upward (but not downward) based on performance and market conditions. Upon termination without Cause or a constructive termination (as defined in Exhibit A) whether before or after a Change of Control (as defined in Exhibit A), you will receive, if you (and/or your legal representatives) execute a full and complete release of, and covenant not to sue with respect to, any claims or causes of action you may have against the Company, its officers, directors, employees, agents or affiliates, in the form prepared by counsel to the Company (the " Release" ) and do not withdraw or rescind such Release during any period that you are permitted to do so by law, severance as follows:


(a) Upon your termination without Cause or your constructive termination by the Company within the first six (6) months of your employment with the Company, you shall receive an additional week of your then current base salary plus an additional week of your then current benefits (as described in paragraph 8) provided at Company expense for each week you have been employed by the Company. At no time, however, will you receive more than an additional six (6) months of your then current base salary or more than the six (6) months of the continuation of your then current benefits (as described in paragraph 8) from the Company;


(b) Upon your termination without Cause or your constructive termination at any time after you have been employed by the Company for more than six (6) months, you shall receive an additional six (6) months of your then current base salary plus six (6) months continuation of your then current benefits (as described in paragraph 8) from the Company.


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2. Stock Option . Subject to the approval of the Company' s Board of Directors or a duly authorized subcommittee thereof, the Company will grant you an option to purchase 225,000 shares (the " Shares" ) of Common Stock. The price of the Shares shall be the fair market value for the Common Stock at either (a) the date that you started working for the Company (the " Start Date" ) or (b) the date that the Board of Directors or a duly authorized subcommittee thereof approves the grant, whichever date is later. Subject to your full-time employment by the Company at each vesting date, the Shares will vest over four years as follows: 25% of the shares will vest on the one year anniversary of the Start Date. Subject to your full-time employment by the Company at each such monthly vesting date, the remaining 75% of the Shares will vest in equal monthly installments over the three years following such first anniversary of the Start Date.

Your stock option agreement will provide for acceleration of your vesting in the following circumstance: If you are terminated without Cause or by constructive termination following a Change of Control, 100% of your then unvested Shares will automatically ves ...