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Exhibit 10.1
December 21, 2005
Mr. Andrew D. Hamer
3683 Country Club Dr
Redwood City, CA 94061
Dear Andrew:
We are pleased to offer you the
position of Chief Financial Officer and Vice President of Finance.
This letter embodies the terms of your promotion.
Effective January 1, 2006, your
base salary will be $7,291.67, paid semi-monthly. In addition, you
are eligible for a 20% MBO bonus based on quarterly
objectives.
In anticipation and recognition of
your important future contribution to the growth of Keynote, and
subject to the approval of Keynote’s Board of Directors, we
would like to offer you an incentive stock option grant for 75,000
shares of common stock. You will receive incentive stock options to
the extent permitted under the law, which currently allows the
grant during any one year of incentive stock options with a fair
market value at the date of grant of up to $100,000.00. If the
value of the shares exceeds $100,000.00, that amount in excess will
be granted as non-qualified stock options. The grant date of your
option will be the date the Board or a committee designated by the
Board approves the option grant by a written resolution. In
calculating the exercise price for such options it is the later of
(a) your promotion date or (b) the date the
Board
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