Cto Employment Agreement

Exhibit 10.08


[LOGO]


PERSONAL AND CONFIDENTIAL


May 11, 1999


Mr. Barron Cox 662 Rebecca Way San Jose, CA 95117


Dear Barron:


We are pleased to offer you the position of Director of Human Resources for GRIC Communications Inc. The terms and conditions of this offer are stated below:


RESPONSIBILITY: You will be responsible for all Human Resources aspects of the company.


You will be responsible for meeting or exceeding the Company's Human Resource Department goals on a quarterly and annual basis; delivering planned services and support in a timely and cost-effective manner with the quality and performance appropriate to the task.


As a member of the management team, you will have shared responsibility for the accomplishment of financial and business goals of the company.


REPORTING: You will report to the Chief Financial Officer.


Your cash compensation will consist of the following:


BASE SALARY: You will be paid a base salary of $140,000.00 per annum, payable semi-monthly.


PERFORMANCE BONUS: You will participate in a bonus program, calculated at Twenty Percent (20%) of your base salary, assuming achievement of mutually agreed objectives. These objectives will be a combination of corporate goals established during the first sixty days of your tenure with the Company. Performance bonuses beyond 1999 may be based on a new Corporate Bonus Plan to be developed over the next several months.


PERFORMANCE AND SALARY REVIEWS: Performance/salary reviews are conducted annually.


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EMPLOYEE STOCK OPTION: You will be granted an incentive stock option subject to Board of Director approval for the purchase of eighty-five thousand (85,000) shares of the common stock of GRIC Communications. This option will be granted by the Board at the current fair market value; (we will request the Board to approve these options at $1.50 per share) this option is subject to the Company's standard vesting schedule (20% after ten months and 2% per month thereafter) and vesting commences on your date of employment. If the company or its successor elects to terminate your employment as Director of Human Resources without cause following an acquisition or merger of the Company involving a change of control, the option vesting described above shall be accelerated so as to occur automatically on the date of such termination, without regard to the satisfaction of the conditions to vesting that would otherwise apply.


EMPLOYEE BENEFITS: As an employee of GRIC, you will receive benefits in accordance with the GRIC employee benefits plans, as may be amended from tim ...