Employment Offer Letter (Jeffry Shelby)



 EXHIBIT 10.20 
 PERSONAL AND CONFIDENTIAL 
 June 4, 2007 
 Jeffry
Shelby 
 [Address] 
 [Address] 
 Dear Jeff, 
 We are
delighted to offer you the position of Vice President and General Counsel. Your compensation will be composed of an annual base salary of $200,000 salary ($16,666.67 per month). Your compensation also includes a variable compensation component, with
an annual target of 30% of your base salary. Your variable compensation is base on company performance as well as achievement of personal objectives (MBO’s). We anticipate you staring on June 18 and we understand that you will take off the
week of July 4th (as PTO). 
 VAROLII will offer
you a comprehensive benefits plan in which you will be able to enroll yourself and your family. You will be eligible for benefits on the first of the month following your start date. The plan will include the following items. 
  

			
	 •      Family Health Plan
	  	 •      Life Insurance

	 •      Dental Plan
	  	 •      Ten
paid holidays

	 •      Disability Insurance
	  	 •      401K
with eligibility in three months

	 •      Paid Time-Off (PTO) of up to sixteen days per year for use as vacation, personal time off, and sick days. PTO accrues / is calculated on regular hours worked each pay period


 Stock Options: In addition, you will be eligible to
participate in our key employee stock option program. As soon as reasonably practicable, we will recommend that the Varolii Board of Directors (or authorized committee thereof) grant you options to purchase five-hundred fifty thousand
(550,000) shares of Varolii common stock. The Board of Directors shall determine the price per share. These options will vest according to the following schedule: 25% on the first anniversary of your hire date, and 1/36th of the remaining per month for 36 months after the first anniversary of your hire date. Vesting is subject to your continued employment with the Company. The
options will be incentive stock options to the maximum extent allowed by the federal tax code and will be subject to the terms of the Company’s 2000 Stock Option Plan. 







 Other terms: 
  

	1.	Proprietary Information, Assignment of Inventions and Non-Compete Agreement. Your acceptance of this offer and commencement of employment with the Company is contingent upon
the execution, and delivery to a company officer, of the Company’s Proprietary Information, Assignment of Inventions and Non-Compete Agreement. A copy of this agreement is enclosed for your review and execution. Please sign and return this
agreement with your acceptance letter. 


	2.	At-Will Employment. It is important that you understand that Washington is an “at will” employment state which means that either you or the Company may terminate
your employment at any time for any reason or no reason, without further obligation or liability. 


	3.	Proof of Right to Work. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to us on your first day of work, or our employment relationship with you may be terminated. 


	4.	Confidentiality of Terms. You agree to follow the Company’s strict policy that employees must not disclose, either directly or indirectly, any information, including any
of the terms of this agreement, regarding salary, bonuses, or stock purchase or option allocations to any person, including other employees of the Company; provided, however, that you may discuss such terms with members of your immediate family and
any legal, tax or accounting specialists who provide you with individual legal, tax or accounting advice. 


	5.	Reference/Background Check and Pre-employment Drug Screening. In connection with your consideration for employment, you agree that the Company may contact any of your
references and may attempt to verify the information you provided on your employment application. Company may require a pre-employment drug test. This offer is contingent upon satisfactory results of such checks and tests. If at any time the Company
determines statements made on your employment application are false, the Company may terminate your employment. 


	6.	No Violation of Other Agreements. The Company is extending this offer contingent upon the understanding that your joining the Company and performing your duties with the
Company will not violate any court order to which you are subject or any agreement such as a non-competition, confidentiality or similar agreement to which you are or have been a party. 


	7.	Governing Law. The validity, interpretation, construction and performance of this agreement shall be governed by the laws of the State of Washington as applied to agreements
entered into and to be performed within Washington solely by residents of that state. 


	8.	Severability. The invalidity or unenforceability of any provision or provisions of this agreement shall not affect the validity or enforceability of any other provision
hereof, which shall remain in full force and effect. 


	9.	Entire Agreement. This letter, together with the Confidentiality Agreement, set forth the terms of your employment with the Company and supersede any prior representations or
agreements, whether written or oral. 


	10.	Amendments. This letter may not be modified or amended except by a written agreement, signed by an authorized officer of the Company and by you. 


	11.	Offer Period. This offer is valid through June 8, 2007. 

  







 We are delighted to be able to extend you this offer and look forward to working with you. To indicate your acceptance of
the Company’s offer, please sign and date this letter in the space provided below and return it to us, along with a signed and dated copy of the Proprietary Information, Assignment of Inventions and Non-Compete Agreement. 
 Very truly yours, 

	
	Varolii Corporation
	
	/s/ John Flavio
	John Flavio
	Chief Financial Officer
	Date: June 4, 2007

  

	
	OFFER ACCEPTED AND AGREED:
	
	/s/ Jeffry Shelby
	Jeffry Shelby

 Date: June 4, 2007 
 Enclosure: 
 Proprietary Information, Assignment of Inventions and Non-Compete Agreement