Vice President, Finance Employment Agreement

Exhibit 10.07


GRIC COMMUNICATIONS, INC.
1421 McCarthy Blvd.
Milpitas, CA 95035


Writer's Direct Tel: (408) 965-1125
Fax: (408) 955-1968


PERSONAL AND CONFIDENTIAL


January 15, 1999


Mr. Joseph M. Zaelit 5469 Kaveny Drive San Jose, CA 95129


Dear Joe:


I am pleased to offer you the position of Senior Vice President, Finance & Administration and Chief Financial Officer of GRIC Communications, Inc. The terms and conditions of this offer are stated below:


RESPONSIBILITY: You will be responsible for all of the financial, human resource, legal and administrative operations of the Company.


You will be part of the Executive Management Team and participate in management meetings, strategic planning and other responsibilities as assigned by me.


You will be responsible for meeting or exceeding the Company's financial goals on a quarterly and annual basis and


REPORTING: You will report to me in my role as President and Chief Operating Officer.


BASE SALARY: You will be paid a base salary of $190,000.00 per annum, payable semi-monthly.


PERFORMANCE BONUS: Performance bonuses for fiscal 1999 will be based on the Company's new Corporate Bonus Plan, which is currently being developed and will be submitted shortly for Board approval. Your target should be 25% of base salary if our plan is approved by the Board.


PERFORMANCE AND SALARY REVIEWS: Performance/salary reviews are conducted annually in the anniversary month of your date of employment.


EMPLOYEE STOCK OPTION GRANTS: You will be granted an incentive stock option subject to Board approval for the purchase of four hundred fifty thousand (450,000) shares of the Company's common stock. This option will be granted by the Board at the current fair market value and is subject to the Company's


Joseph Zaelit January 15, 1999 Page 2


standard vesting schedule (20% after ten months and 2% per month thereafter). Vesting commences on your date of employment. In addition, you will be granted a second incentive stock option subject to Board approval for the purchase of one hundred fifty thousand (150,000) shares of the Company's common stock. This option will be granted subject to fulfillment of certain objectives to be mutually agreed upon in writing between you and me. In addition, vesting of these options shall be subject to the terms of SCHEDULE 1 hereto.


EMPLOYEE BENEFITS: As an employee of GRIC, you will receive benefits in accordance with the GRIC employee benefits plans, as may be amended from time to time. The current benefit package includes a choice of three medical plans, dental, life, disability and accidental dismemberment insurance.


GRIC 401(k) PLAN: As a full-time employee of GRIC, you may, if you wish, enroll in the Company's 401(k) Plan at the next or a subsequent Plan entry date. You will be provided with a full description of the Plan including eligible contributions from your compensation and investment options.


TERMS OF EMPLOYMENT: Your employment will be considered "at will" and will continue for an indefinite term. Employment at will means that either you or the Company may terminate the employment relationship at any time for any reason, with or without cause.


TERMINATION OF EMPLOYMENT WITHOUT CAUSE: The Company may terminate your employment at any time without cause. If the Company terminates your employment without cause, the Company will provide you a severance payment equivalent to six months' base salary, payable monthly in accordance with the Company's normal payroll policies.


Additionally, the Company will provide you with up to six months of company-paid insurance continuation following the date of your termination. Such insurance continuation will be provided for up to six months unless comparable benefits are otherwise provided to you by any third party. Such benefits ...