April 16, 1999
Bruce Nakao 13620 Hill Way Los Altos Hills, CA 94022
Dear Bruce,
We are pleased to offer you the position of Chief Financial Officer for Ask Jeeves, Inc. (the "Company"). You will report to Robert Wrubel. Your first day of employment will be April 19, 1999 (the "Start Date").
SALARY You will receive an annual salary of $175,000, which will be paid semi-monthly in accordance with the Company's normal payroll procedures. You will also be eligible to participate in any employee benefit programs that are, or may become, available to a full-time employee at an equivalent level at Ask Jeeves.
OPTIONS Upon your employment you will be awarded 500,000 options to purchase stock in the Company (the "Options") pursuant to the Company incentive stock option plan (the "Plan"), vesting over a period of four years, with 25% of the shares vesting on the first anniversary of your employment, and the remaining shares vesting in 36 equal monthly installments thereafter, with a ten-year term, at a price equal to the fair market value at the time the Company's Board of Directors approves the grant of the Options.
SEVERANCE BENEFITS In the event your employment is terminated without cause at any time during your employment, you will be entitled to receive the following:
1. If the Company terminates your employment without cause, you will be paid
severance pay in an amount equal to six months of your base salary
(subject to standard withholding); and
2. Accelerated vesting of Options as follows:
(a) If prior to April 19, 2000 your employment with Ask Jeeves
terminates without cause, whether at the Company's option or
yours, and a transition has been accomplished to a successor CFO
approved by the Company's Board of Directors, 200,000 of the
Options will immediately vest upon your termination.
(b) If prior to April 19, 2000 Ask Jeeves terminates your employment
without cause and a transition has not been accomplished to a
successor CFO
approved by the Company's Board of Directors, 200,000 of the
Options will immediately vest.
(c) At any time after Ap ...
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