Exhibit
10.34





GRIC Communications, Inc.


1421 McCarthy Blvd.


Milpitas, CA  95035


 


 


 


December 5, 2002


 


 


 


 


Kelly James Anderson


1514 Manhattan Avenue


Hermosa Beach, CA  
90254


 


 


Dear Kelly:


It is our pleasure to offer you employment at GRIC Communications, Inc.
(“GRIC”), in the position of Senior Vice President, Worldwide Sales, reporting
to the President, Bharat Davé, at a semi-monthly base salary of $7,708.33,
which is equivalent to $185,000 per year, and is subject to annual review.  We understand you are available to begin
employment with GRIC on January 6, 2003.


You will also have a
sales incentive program, payable quarterly, which is targeted to provide you
with additional annual compensation equal to $185,000 at one hundred percent
(100%) attainment of sales quotas and financial objectives.  In advance of each quarter, you will be
assigned written objectives by your manager, which must be met in order to earn
your sales incentive in such quarter. 
Quarterly bonus payments will be made within thirty (30) days after the
end of the respective quarter in which they are earned.  For the calendar quarter January through
March 2003 only, your incentive compensation will be guaranteed at 100% achievement.


After your acceptance of
this offer, we will recommend to the Board of Directors that you be granted an
option to purchase up to one hundred seventy-five thousand (175,000) shares of
GRIC’s common stock, at an exercise price equal to the closing price of GRIC’s
common stock on The Nasdaq National Market on the date of grant by the Board of
Directors.  We will recommend that this
option be subject to the following vesting schedule: twenty percent (20%) after
ten (10) months and two percent (2%) per month thereafter for the succeeding
forty-month period.   Vesting would
commence on your date of employment.


 

















Office of Employment


Kelly Anderson


December 5, 2002


Page 2


 


In the event of an
acquisition or merger of GRIC involving a change of control that occurs within
the first year of your employment, if GRIC or its successor elects to terminate
your employment as Senior Vice President, Worldwide Sales, without cause,
within one (1) year after the effective date of such change of control, then
the option vesting described above shall be accelerated so that fifty percent
(50%) of the number of unvested options shall become vested automatically on
the date of such termination.


Paydays are twice monthly, on the 15th and the last working
day of each month.  You will be eligible
to participate in the full range of employee benefits, including medical,
dental, vision, life, accidental death and dismemberment, disability, 401k,
employee stock purchase, and paid time off plans.  Coverage is available under the terms of the insurance, 401(k),
and paid time off plans on your first day of active employment.  You will be provided with the related
policies and procedures that explain these benefits.


During the period January through June 2003, GRIC will provide you with
access to a standard GRIC corporate apartment in the vicinity of our
headquarters office to facilitate your relocation from Southern California to
the San Francisco Bay area.  It is
understood that you will be based in our headquarters office during your
employment with GRIC, unless otherwise mutually agreed in writing. No other
relocation benefits are being provided by GRIC at this time.


Employment with
GRIC is contingent upon meeting GRIC requirements, which include completing all
necessary work related forms, producing applicable documents as required by the
Immigration Reform and Control Act of 1986 and other such documents.  Failure to comply will result in the
rescinding of our offer of employment.


This letter is not
intended to confer contractual rights of any kind upon any employee, or to
create contractual obligations of any kind on GRIC.  The relationship of GRIC with all of its employees is on an “at
will” basis.  While we expect that the
relationship between you and GRIC will be rewarding and mutually beneficial,
either GRIC or you can terminate the employment relationship at any time with
or without notice and for any reason or for no reason.


Termination
of Employment:  GRIC may terminate your employment at any
time without cause.  If GRIC terminates
your employment without cause, GRIC will provide a severance payment equivalent
to six (6) months’ base salary, payable in accordance with GRIC’s normal
payroll policies.  Additionally, GRIC
will provide you with reimbursement of up to six (6) months of COBRA insurance
coverage.  Such insurance reimbursement
will be provided for up to six (6) months unless comparable benefits are
otherwise provided to you by any third party. 
Such benefits are separate from your then-existing COBRA rights and
extend to GRIC-related insurance benefits at your cost for an additional period
of time.


GRIC may also terminate your employment for cause in its sole
discretion. For the purpose of this Offer of Employment, cause shall be defined
as:


1.                           Failure to continually and substantially
perform the reasonably assigned responsibilities of the position in an
acceptable manner (including without limitation failure to achieve an assigned
quarterly or annual sales quota), gross negligence, gross misconduct, habitual
neglect of duties, criminal acts, violation of any state or federal securities
laws, commission of a felony involving fraud or dishonesty, violation of
written lawful policies 


 

















Office of Employment


Kelly Anderson


December 5, 2002


Page 3


 


or written instructions of the Board of Directors, or
commencement of employment or any other business arrangements with another
employer while you are an employee of GRIC.


2.                           Your death, or your total disability
lasting more than 90 days.


Termination of Employment with Cause: 
If GRIC terminates your employment with cause, GRIC will provide you
with a severance payment equivalent to three (3) months’ base salary, payable
in accordance with GRIC’s normal payroll policies.  However, if the cause for termination relates to a violation by
you of state or federal law, then you will receive no severance payment from
GRIC.


Additionally, unless the
cause for termination relates to violation by you of state or federal law, GRIC
will provide you with reimbursement of up to three (3) months of COBRA
insurance coverage.  Such insurance
reimbursement will be provided for up to three (3) months unless comparable
benefits are otherwise provided to you by any third party.  Such benefits are separate from your
then-existing COBRA rights and extend to GRIC-related insurance benefits at
your cost for an additional period of time.


By accepting employment
with GRIC, you agree to be bound by its policies and procedures, including the
above-referenced Employee Non-Disclosure, Conflicts of Interest and Proprietary
Rights Agreement.  This Offer is the
entire initial basic agreement relating to your position, compensation,
reporting relationship and employee benefits. 
By signing below, you acknowledge that you have not been induced to
accept employment by any representations or statements, oral or written, not
contained in this letter.


Welcome to GRIC Communications! 
Please sign below to indicate your acceptance, and return this letter to
me as soon as possible.  Otherwise, this
offer will expire at 12:00 p.m. Pacific Time on December 6, 2002.


 


Sincerely,


 


/s/ David L. Teichmann


 


David L. Teichmann


Senior Vice President, General Counsel & Secretary


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Accepted:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Kelly Anderson                        December 5, 2002

  	
   

  
	
   

  	
  Kelly Anderson                                          Date

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Anticipated start date:

  	
  January 6, 2003