EXHIBIT 10.1
[SHORETEL, INC. LETTERHEAD]
January 23, 2008
Don
Girskis
[Address]
Dear
Don,
On
behalf of ShoreTel, Inc., I am pleased to offer you the position of
Senior Vice President of Worldwide Sales. This letter embodies the
terms of our offer of employment to you.
You will
be reporting directly to me. ShoreTel may change your
responsibilities and duties and your work location from time to
time, as it deems necessary due to business changes.
Your
salary will be $20,833.33 per month ($250,000 annualized). In
addition, you will be eligible to receive incentive compensation of
$250,000 annually. This incentive compensation will be paid
quarterly and will be based on revenue goals (75% weighting) and
customer satisfaction and other goals and objectives (25%
weighting). Details of the plan will be provided to you within
30 days of employment. In addition, you will also be eligible
for the following employee benefits: medical, dental, vision and
life insurance, 401(k), flexible spending, paid time off and
holidays. The details of these employee benefits will be explained
during your first week of employment. You should also note that
ShoreTel might modify benefits from time to time, as it deems
necessary. All benefits commence as of the first day of employment
with the submission of the appropriate enrollment forms and
documentation. Lastly, ShoreTel bonus plans are subject to change
at the sole discretion of ShoreTel, without notice.
Upon the
commencement of your employment and subject to approval by the
Board of Directors, we will grant you options for 250,000 shares of
the common stock of the company, under the company’s 2007
Common Stock Option Plan. Such options shall be subject to the
company’s standard vesting (25% vested after one year, one
forty-eighth per month thereafter, 100% vested in four years).
Additionally, subject to the approval by the Board of Directors, we
will grant you 50,000 full valued shares of ShoreTel stock. These
shares will vest 50% on the two-year anniversary of the vesting
commencement date, 75% on the three-year anniversary of the vesting
commencement date, and 100% on the four-year anniversary of the
vesting commencement date.
In the
event of a change of control via merger or acquisition, coupled
with an involuntary without cause or constructive termination
(constructive termination is defined as experiencing a 30%
reduction in base annual salary or relocation of over 50 miles from
the current workplace location) within 12 months of such
change of control, you will receive 12 months of severance
plus your targeted annual bonus, reimbursement for the premiums
paid for the continued coverage for you and your eligible
dependents under the Company’s medical, dental, vision plans
at the same level of coverage in effect on the Termination Date for
twelve (12) months after the Termination date (provided you
validly elect to continue coverage under the Consolidated Budget
reconciliation Act (“COBRA”), and 75% of the then
unvested options or shares will vest immediately.
