Offer Letter to Jason Stern



 Exhibit 10.48 
 September 1, 2009 
 Mr. Jason Stern 
 1030 Laguna Avenue 
 Burlingame, CA 94010

 Dear Jason: 
 Selectica, Inc. (the “Company”) is pleased to confirm that the terms of your employment are as follows, effective as of June 10, 2009: 
  

	1.	Position. Your title will be Senior Vice President, Operations, CLM, and you will report to the Office of the CEO. This is a full-time position. While you render
services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) that would create a conflict of interest with the Company. By signing this letter agreement, you confirm to
the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. 

  

	2.	 Cash Compensation. The Company will pay you a salary at the rate of $200,000 per year, payable in accordance with the Company’s standard
payroll schedule. This salary will be subject to adjustment pursuant to the Company’s employee compensation policies in effect from time to time. In addition, you will be eligible to be considered for an incentive bonus for each fiscal year of
the Company. The bonus (if any) will be awarded based on objective or subjective criteria established by the Office of the CEO and approved by the Compensation Committee of the Company’s Board of Directors (the “Committee”). Your
target bonus will be equal to 30% of your annual base salary. Any bonus for a fiscal year will be paid within 2 1/2 months after the close of that fiscal year, but only if you are still employed by the Company at the time of payment. The Committee’s determinations with respect to your bonus
will be final and binding. 


  

	3.	Restricted Stock Units. You will receive 100,000 restricted stock units representing shares of the Company’s Common Stock (the “Units”). You will
vest in 25% of the Units after completing 12 months of continuous service, and the remaining balance will vest in quarterly installments over the next 36 months of continuous service. The Units will be settled on the earliest Permissible Trading Day
after they vest. In addition, 100% of the Units will vest and be settled immediately if the Company is subject to a Change in Control, as defined in Company’s 1999 Equity Incentive Plan (the “EIP”). The grant of the Units will be
subject to the other terms and conditions set forth in the EIP and the Company’s form of Stock Unit 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 Stock Unit Agreement. 









 Mr. Jason Stern 
 September 1, 2009 
 Page 2 
  

  

	4.	Severance Agreement. You and the Company will enter into a separate Severance Agreement, which is attached hereto as Exhibit A.


  

	5.	Employee Benefits. As a regular employee of the Company, you will be eligible to participate in a number of Company-sponsored benefits. In addition, you will be
entitled to PTO in accordance with the Company’s PTO policy, as in effect from time to time. 

  

	6.	Proprietary Information and Inventions Agreement. You previously signed the Company’s standard Proprietary Information and Inventions Agreement (the
“PIIA”), which remains in effect. 

  

	7.	Employment Relationship. Employment with the Company is for no specific period of time. Your employment with the Company will be “at will,” meaning
that either you or the Company may terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by this letter agreement. This is the full and complete
agreement between you and the Company on this term. Although your job duties, title, compensation and benefits, as well as the Company’s personnel policies and procedures, may change from time to time, the “at will” nature of your
employment may only be changed in an express written agreement signed by you and a duly authorized officer of the Company (other than you). 

  

	8.	Tax Matters. 

  

	 	8.1.	Withholding. All forms of compensation referred to in this letter agreement are subject to reduction to reflect applicable withholding and payroll taxes and
other deductions required by law. 

  

	 	8.2.	Tax Advice. You are encouraged to obtain your own tax advice regarding your compensation from the Company. You agree that the Company does not have a duty to
design its compensation policies in a manner that minimizes your tax liabilities, and you will not make any claim against the Company or its Board of Directors related to tax liabilities arising from your compensation. 

  

	9.	 Interpretation, Amendment and Enforcement. This letter agreement, Exhibit A and the PIIA constitute the complete agreement between you and
the Company regarding the terms of your employment and supersede any prior agreements, representations or understandings (whether written, oral or implied) between you and the Company regarding the terms of your employment. This letter agreement may
not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The terms of this letter agreement and the resolution of any disputes as to the meaning, effect, performance or
validity of this letter agreement or arising out of, related to, or in any way connected with, this letter agreement, your employment with the Company or any other relationship between you and the Company (the “Disputes”) will be governed
by California law, excluding laws











 Mr. Jason Stern 
 September 1, 2009 
 Page 3 
  


	 	 
relating to conflicts or choice of law. You and the Company submit to the exclusive personal jurisdiction of the federal and state courts located in Santa Clara County, California, in connection
with any Dispute or any claim related to any Dispute. 


 * * * * * 
 You may indicate your agreement with these terms by signing and dating the enclosed duplicate original of this letter agreement and
returning it to me. 
 If you have any questions, please do not hesitate to let me know. 
  

			
	Very truly yours,
	
	SELECTICA, INC.
		
	By:	 	     /s/ Brenda Zawatski




			
		
	Title:	 	 Chairman



 I have read and accept this agreement: 
  

			
	 /s/ Jason Stern

	Signature of Jason Stern


			
		
	Dated:	 	 10/29/09


 Attachment 
 Exhibit A: Severance Agreement