CTO Employment Letter

Exhibit 10.1


October 1, 2006


Taher Elgamal


Dear Taher,


I am pleased to confirm the offer extended to you to join Tumbleweed Communications Corp. as its Chief Technology Officer, reporting to me. You will be responsible for product strategy, product vision, and product development including engineering, as well as the company' s information technology function.


Salary and Bonus . Your starting salary will be $12,500.00 per semi-monthly pay period, which is equivalent to $300,000.00 on an annualized basis. In addition, you will be eligible for a quarterly performance bonus with an annual target amount of $150,000.00. The bonus amount to be paid will be determined after a performance review that will occur within thirty days after each quarter and will be based upon the achievement of mutually agreed upon objectives. These objectives will be established within thirty days of your start date, and generally will be weighted so that fifty percent of the target amount is based on Tumbleweed' s financial performance and fifty percent is based on the achievement of specific objectives related to your area of responsibility. All salary and bonus payments are subject to normal withholdings.


Stock Options . As part of your compensation package, subject to the approval of the Board of Directors, you will be granted stock options to purchase 750,000 shares of Tumbleweed common stock. The stock options are subject to a vesting schedule whereby one forty-eighth of the options vest each month, for a total vesting period of four years. For avoidance of doubt, all stock options previously granted to you by Tumbleweed will continue to vest pursuant to the terms and conditions set forth in the applicable stock option plan and option agreements.


Benefits Package . Beginning on the first of the month following your full time employment start date, you and your eligible dependents will be able to participate in a comprehensive benefits program including medical, dental and vision insurance.


Additionally, beginning on the first of the month following your full time employment start date, you will also be able to participate in other benefit programs, including Life and AD&D insurance, Short and Long-Term Disability insurance, and an Employee Assistance Program.


You will also be eligible to participate in a 401(k) Plan and Pre-Tax Flexible Benefits Plan. Furthermore, you will be entitled to twenty (20) days of paid time off during your first year, accruing at the rate of 13.33 hours per month from your date of hire, as well other paid holidays. Dates of eligibility for these programs are set forth in the documents governing such plans.


Change of Ownership Control . If a Change of Ownership Control occurs during your tenure as CTO, followed within six months by either (i) the termination of your employment by the successor to Tumbleweed for any reason other than Cause or (ii) Constructive Termination, then immediately prior to such termination or Constructive Termination, subject to your delivery of a signed release of claims in a form reasonably satisfactory to such successor and in addition to any other payments and benefits you may be entitled to under the terms of this letter, the vesting of one hundred percent of your then-outstanding stock options shall occur.


Termination . If (a) Tumbleweed terminates ...