Exhibit 10.35
January 9, 2008
Mr. Michael R. Shaw
C/O SpencerStuart
Dear
Mike:
On behalf of Selectica, Inc. (the
“Company”), I am pleased to offer you the position of
Vice President/General Manager for the Sales Configuration
Solutions Business Unit, as a regular full-time employee, reporting
directly to the Chairman and CEO, commencing on or before
January 14, 2008. The terms and conditions of your offer will
be as follows:
Salary: This position is considered salaried exempt, with an
annual base salary of $250,000.00, which will be paid semi-monthly
in the amount of $10,416.67, less applicable taxes and withholdings
according to the Company’s standard payroll procedures. The
Company performs annual salary and performance reviews and
endeavors to remain competitive with industry compensation
standards. By signing this letter agreement, you represent and
warrant to the Company that you are under no contractual
commitments that are inconsistent with your obligations to the
Company.
Incentive Plan : You will eligible to participate in the
Company’s formal Incentive Plan, which is based upon both
pre-determined Company operational goals as well as reasonable
goals relevant to your position (MBO). The details of both the
corporate goals as well as the MBOs will be communicated and agreed
between you and your manager within your first month of employment
with Selectica. The Incentive Plan is based upon percentage of
annual salary, and this position is eligible for an incentive of
25% of annual salary. Therefore, for the balance of FY’08,
this position will be eligible for an annual incentive of $62,500,
calculated and paid quarterly against established goals as detailed
above. You will also be eligible for an overachievement incentive
TBD should the annual revenue goal for FY’08 be
exceeded.
Restricted Shares: You will receive 75,000 restricted shares
of the Company’s Common Stock under the Plan (the
“Shares”). All of the Shares will vest on the earliest
Permissible Trading Day after the close of the second consecutive
fiscal quarter for which the Company’s consolidated financial
statements, as reported on a Form 10-K or Form 10-Q filed with the
Securities and Exchange Commission, show that the Company earned
net income. In addition, (a) 50% of the Shares will vest if
the Company is subject to a Change in Control and (b) 50% of
the Shares will vest if (i) the Company is subject to a Change
in Control and (ii) you are subject to an Involuntary
Termination within 12 months after the Change in Control. The
grant of the Shares will be subject to the other terms and
conditions set forth in the Plan and the Company’s form of
Restricted Stock Agreement. A “Permissible Trading Day”
is a day on which you are able to sell shares of the
Company’s Common Stock in a public market without violating
applicable laws or Company policies, as defined more specifically
in your Restricted Stock Agreement.
Stock
Options: Subject to Board approval, you will receive an option
to purchase 150,000 shares of the Company’s Common Stock at
an exercise price per share equal to the fair market value of the
Company’s Common Stock per share on the day when your options
are granted by the Company’s Board of Directors. The
Confidential
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term of
the option will be 10 years, subject to earlier expiration in
the event of the termination of your service. You will vest in 25%
of the option shares after 12 months of continuous service,
and the remaining balance will vest in monthly installments over
the next 36 months of cont
