Vice President, Marketing Employment Agreement

Exhibit 10.8


July 16, 1999


Mr. Robert F. Williamson ****** ******


Dear Rob:


Pangea Systems, Inc. is pleased to extend to you an offer of employment to join our company in the capacity of Senior Vice President, Marketing, Business Development and Ecommerce, effective July 19, 1999. You will report to John Couch, President and CEO.


Attached, as Exhibit A, is a summary of the terms and conditions of this offer of employment. It contains specific information concerning your title, duties, salary, benefits and start date. Your initial compensation will consist of a base salary payable as indicated on the attached exhibit. Future salary adjustments and eligibility for participation in any company bonus program will be in accordance with the company policy and will be based upon individual and company performance.


You will be eligible to participate in the customary benefits offered to other full-time employees in similar positions. These benefits include paid time off, holiday time and a choice of group health and dental insurance plans as summarized in Exhibit A.


This employment offer is contingent upon:


- Your execution and return of all employment documents, including the
attached Pangea Systems Employee Invention Assignment and
Confidentiality Agreement.


This agreement specifies, among other things, all intellectual property
relating to your employment with Pangea will be owned by Pangea, that
during any period while you are employed with Pangea, you will not work
for, or in collaboration with, any competitors or potential competitors
of Pangea, and that during the employment and following the termination
of the employment, you will agree to ensure that the confidential
information, trade secrets and intellectual property of Pangea will not
be obtained by any third parties. Furthermore, the Agreement provides
that you will devote your full time and effort exclusively to this
employment (except as consented to in writing by the President or CEO
of Pangea) and apply all your skill and experience to the performance
of your duties and advancing the Company's interest.


- Delivery to the company of appropriate identification that verifies
your eligibility to work in the United States in accordance with the
Immigration Reform Control Act of 1986 (see the enclosed list).


Employment with Pangea Systems, Inc. is "at will" and not for a specific term. It can be terminated by you or by the company at any time for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this offer. Any modifications to this at-will term of your employment must be in writing and signed by you and the President of Pangea Systems, Inc. Pangea Systems reserves the right to make changes to corporate personnel policy as required. If you accept this offer, you may receive copies of company policies and plans in effect from time to time and agree to abide by them. Note that theses policies and plans may change at any time and they are not to be construed as a contract of employment.


This letter constitutes the complete agreement concerning your employment with Pangea Systems, Inc. and supersedes all prior written or oral statements, which may have been made to you. Any statements made by a representative of Pangea which contradict this offer letter are not authorized or binding unless accompanied by a written confirmation from the Chief Executive Officer of Pangea. This offer will expire ten (10) days after the date of this letter.


Please mail or fax (510-628-0110) your signed letter to Anita Cota, Executive/Legal Administrator, in acceptance of this employment offer prior to your start date. Keep the additional copy for your records. Plan to bring appropriate identification and executed employment documents to this meeting.


Rob, we are delighted to have you become a part of the Pangea Systems team, and we look forward to working with you. Please feel free to call me if you have any questions.


Sincerely,


/s/ H. Ward Wolff


H. Ward Wolff Senior Vice President and CFO


Enclosure: Exhibit A
Pangea Systems Employment Agreement
Information on appropriate identification of eligibility to
work in the U.S.


ACCEPTANCE


I have read and understand the foregoing which constitutes the entire understanding between Pangea Systems and the undersigned, and I accept employment with the company subject to the terms and conditions contained herein.


/s/ Robert F. Williamson 21.07.99 --------------------------------- ------------------------- Robert F. Williamson Date


EXHIBIT A


Robert F. Williamson
SUMMARY TERMS AND CONDITIONS


------------------------------------------ ------------------------------------- TITLE AND DUTIES: Title: Senior Vice President,
Marketing, Business Development and
...