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Non-Disclosure, Non-Competition and Non-Solicitation Agreement | Document Parties: KNOT INC You are currently viewing:
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KNOT INC

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Title: Non-Disclosure, Non-Competition and Non-Solicitation Agreement
Date: 9/5/2008
Industry: Computer Services     Sector: Technology

This Non Disclosure Agreement Samples legal contract is the actual document drafted by a top US law firm.
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EXHIBIT 10.1

 

[THE KNOT LOGO]

 

August 13, 2008

 

Mr. John P. Mueller

 

Re:

Offer of Employment

 

Dear John:

 

It gives me great pleasure to confirm our offer for you to join The Knot, Inc. as Chief Financial Officer , reporting to the Chief Executive Officer. We expect that your first day of employment will be September 2, 2008. You will perform those services that are reasonably associated with this title and position and those services reasonably assigned to you and that are commensurate with your position. In this regard, you shall be responsible for The Knot’s finance, accounting, treasury, tax and economic planning functions; financial reporting; and communicating with the investor and analyst community.

 

Please understand that this offer is conditional upon our completion of customary background checks and your signing of a non-disclosure, non-competition and non-solicitation agreement, as well as your compliance with the U.S. Citizenship and Immigration Services regulations requiring the establishment of your identity and right to work in the United States.

 

Compensation Terms

 

If you commence employment with The Knot, your compensation package would consist of the following terms. These terms are subject to the approval of the Compensation Committee of the Board of Directors, upon the recommendation of The Knot’s management.

 

Base Salary

 

Your annualized salary rate is $300,000 (“Base Salary”), which will be paid semi-monthly, on the 15th and on the last workday of the month. The Compensation Committee shall review your performance and Base Salary annually for potential increases. Your Base Salary will be subject to withholding of income, social security and employment taxes in accordance with The Knot’s normal practices.

 

Sign-On Bonus

 

You will receive a grant of 6,000 vested shares of common stock of the Company, which will be made as soon as possible following the commencement of your employment, and subject to the standard terms and conditions of The Knot’s 1999 Stock Incentive Plan and a stock issuance agreement between you and The Knot. This stock grant will be subject to withholding of income, social security and employment taxes in accordance with the Company’s normal practices.

 

Incentive Bonus

 

You will be eligible to earn an annual cash incentive bonus expressed as a percentage of Base Salary. Each year, your target and maximum bonus opportunities will be set by the Compensation Committee. The amount of your actual bonus will be determined according to your achievement of certain performance criteria established by the Compensation Committee. The incentive bonus will be conditioned upon the other terms and conditions of the incentive compensation program for executive officers, as may be in effect from time to time, and is payable following the completion of The Knot’s annual audit and approval by the Compensation Committee. The incentive bonus is not guaranteed and is completely discretionary; you may receive an incentive bonus in one year but not the next.

 


Mr. John P. Mueller

August 13, 2008

Page 2

 

 

Notwithstanding anything to the contrary contained herein, for the year ending December 31, 2008, you will fully participate in the incentive compensation program, your target and maximum bonus opportunities therein will be based on your annualized Base Salary and not on your actual salary paid for 2008, and you are guaranteed to receive a bonus of no less than $33,333, payable at the same time as incentive bonuses are paid to other executive officers, but in no event later than March 15, 2009.

 

Restricted Stock Grant

 

You will receive a restricted stock grant of 50,000 shares, which will vest over a four-year term, with the first 25% of the grant vesting on the first anniversary of the grant, and the balance of the grant vesting in equal monthly installments thereafter. The restricted stock grant will be made as soon as possible following the commencement of your employment, and will be subject to the standard terms and conditions of The Knot’s 1999 Stock Incentive Plan and a restricted stock agreement between you and The Knot. Your restricted stock agreement will provide that if The Knot is acquired by merger, asset sale or sale of more than 50% of its voting securities by the stockholders (in each case in accordance with the definition of “change in control” under the Stock Incentive Plan), in addition to those shares of restricted stock that have previously vested before such change in control in accordance with the regular vesting schedule, an amount of shares of restricted stock shall vest upon such event equal to the greater of (1) the shares of restricted stock that would otherwise have vested during the one year period following the change in control, and (2) 50% of the shares of restricted stock that are not vested on the date of the change in control.

 

Other Compensation

 

You will be eligible to participate in future incentive compensation programs for executive officers, if and when such programs are established by the Compensation Committee of the Board of Directors, at a level commensurate with your position at the time awards are granted and on the same general terms and conditions as apply to the other executive officers of The Knot. Without limiting the foregoing, your participation in future equity grant programs made available to executive officers will not be reduced as compared to other executive officers because of your stock grants made pursuant to this agreement. In addition, in no event will the terms of equity awards granted to you (including your stock grants made pursuant to this agreement) with respect to accelerated vesting upon a “change in control” be less favorable than the terms made available to any other executive officer, and The Knot will cause any award to be modified if and as necessary to carry out this provision.

 

Severance

 

If your employment is involuntarily terminated without cause by The Knot or a successor entity, or if you resign for “Good Reason,” you shall receive a lump-sum payment equal to your annualized Base Salary, at your rate of pay in effect immediately prior to such termination or resignation, and for 12 months after such termination or resignation receive all benefits (other than vesting of any equity award) that were associated with your employment immediately prior to such termination or resignation (to the extent and at such levels that these benefits remain available to employees of The Knot generally during such 12-month period). The Knot shall pay the lump-sum payment in connection with an involuntary termination without cause upon such termination, and the lump-sum payment in connection with a Good Reason resignation within 10 business days of the end of the Cure Period, as defined below.

 


Mr. John P. Mueller

August 13, 2008

Page 3

 

 

An involuntary termination “without cause” shall mean a termination of employment other than for death, disability, termination for Cause or any resignation by you other than a resignation for Good Reason. “Cause” shall mean (1) your willful failure to perform


 
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