exv10w8



 




Exhibit 10.8



June 25, 2007




[INTELIUS LETTERHEAD]




Intelius, Inc.

500 108th N.E., Suite 1660

Bellevue, WA 98004

(425) 974-6100




William Kerr






Offer of Employment




Dear Bill:



As you know, Intelius Inc. (“Intelius”) is a US corporation, incorporated in the State of Delaware,
with its primary offices in Bellevue, Washington. On behalf of Intelius, we are pleased to offer
you the position of Chief Corporate Officer to work in our Bellevue office. This offer is subject
to the terms and conditions set forth in this letter. If you wish to accept employment with
Intelius on these terms, please so indicate by signing this letter and, if you have not already
done so, two copies of the enclosed Employee Confidential Information, Inventions, Nonsolicitation
and Noncompetition Agreement (the “Confidential Information Agreement”) which is discussed more
fully below. This offer of employment and all terms of the proposed employment stated in this
letter are only valid if signed by two officers of Intelius and they will expire if you have not
returned a signed copy of this letter and the Confidential Information Agreement to us on or by
June 28, 2007. This can be done by fax or e-mailing a scanned copy of the executed documents.



Commencement of Employment and Compensation




Unless we mutually agree otherwise, you will commence employment with Intelius on or before June
30, 2007. At this time we expect that in your role as Chief Corporate Officer you will be
responsible for the Company’s finance and accounting departments as well as its human resources and
legal departments in addition to any other duties that the Company may instruct you to perform.
These duties will include, but not be limited to, oversight and responsibility for the Company’s
financial statements, financial forecasting, public disclosures of financial results and
forecasting, budgeting, preparation for a possible Initial Public Offering, and compliance with the
Company’s legal obligations including the requirements of Sarbanes Oxley. It is understood and
agreed that it is the intent of the parties that you will provide services to Intelius on a
full-time basis and that, specifically, you will not undertake any part-time or “moonlighting”
employment or consultancy without the prior written consent of Intelius.



 









 





Your initial annual salary will be Two Hundred Thousand Dollars ($200,000) (US). Paydays currently
are twice a month in accordance with Intelius’ regular payroll practices. Your salary will be
reviewed periodically, likely annually.



Benefits




You will be entitled, during your employment, to vacation, medical and dental insurance and other
employee benefits (subject to applicable eligibility requirements) to the extent such benefits are
offered by Intelius to its other similarly situated employees.



Personnel Policies




The Company also has adopted various personnel policies governing specific aspects of the
employment relationship with its employees such as their use of Company e-mail. You will be
expected to review and comply with those policies. These policies may be changed from time to time
by the Company in its discretion and the policies and any future changes will be communicated to
you.



Equity Compensation




Intelius wishes to ensure that your energies are wholly devoted to the long-term interests of
Intelius and its stockholders. Accordingly, subject to your execution of a notice of stock option
grant, and the terms of the applicable employee stock option plan, you will receive an option to
purchase 390,000 shares of Intelius Class A Common Stock. Such option will be subject to vesting
as set forth in the notice of stock option grant and to the terms of the stock option plan.
Currently, that plan provides a four year vesting schedule under which after one year of employment
25% of your options will vest. The remaining 75% of the options granted will vest over the
following three years of your employment. If your employment with the Company ends for any reason
any non-vested options will be cancelled. The exercise price per share of the options granted to
you is determined by the Board and will be set at the per share fair market value of Intelius’
Class A Common Stock as of the last day of the first calendar quarter during which you commence
your employment with the Company. Assuming you commence employment no later than June 30, 2007,
the exercise price will be set based on its fair market value for the second quarter 2007. Please
note that the Intelius Board of Directors’ Compensation Committee approved the above cash and
equity compensation package at its June 15, 2007 meeting.



Confidential Information Agreement




As a condition of your employment pursuant to this offer letter, we require that you sign the
Confidential Information Agreement. Please note that Intelius’ willingness to enter into an
employment relationship with you and provide to you the compensation outlined herein is based in
significant part on your commitment to fulfill the obligations specified in that agreement.



Employment at Will




Your employment with Intelius will be “at will,” which means that either you or Intelius may
terminate your employment with Intelius at any time, for any reason, with or without cause. Any
statements to the



 









 






contrary that may have been made to you or that may be made to you, by Intelius, its agents, or
representatives are superseded by the terms of this offer letter. If you wish to terminate your
employment, Intelius requests that you provide written notice at least two weeks prior to the
effective date of your resignation.



Additional Provisions




Your employment pursuant to this letter also is contingent upon your submitting the legally
required proof of your identity and authorization to work in the United States. You will be
required to provide such proof on your first day of employment. We are providing you with this
letter a further letter you may use to present to the immigration authorities to facilitate your
obtaining the necessary authorization to perform the employment outlined in this letter.



Your employment is also contingent upon you providing to us a completed application for employment
and Authorization for Release of Information. Copies of both forms are enclosed and they should be
completed and faxed back to us at your earliest convenience if you have not already provided them
to us. Your successful completion of the background check referred to in the Authorization is also
a requirement for employment with Intelius.



Upon your acceptance of this offer, Intelius will cause to be prepared the documents necessary to
effect the terms of this agreement, and you agree to assist Intelius in causing the same to be
prepared and executed as necessary.



You represent that your proposed employment with Intelius is not in violation of any obligation to
a previous employer or any entity with whom you have had a relationship as an independent
contractor or consultant, including any obligation contained in a noncompetition or similar
agreement.



If you accept this offer, the terms described in this letter will be the terms of your employment,
and this letter supersedes any previous discussions or offers. Any additions or modifications of
these terms must be in writing and signed by you and two authorized officers of Intelius to be
enforceable.



We are delighted about the possibility of you joining us. We hope you will accept this offer and
we look forward to a productive and mutually beneficial working relationship. Please let us know
if we can answer any questions for you about any of the matters outlined in this letter.



	 	 	 	 	 
	 	Sincerely,

 	 
	 	          /s/  Naveen Jain
 	 
	 	Naveen Jain
 	 
	 	CEO


Intelius Inc. 	 
	 



	 	 	 	 	 
	 	 	 
	 	                                                        /s/  John Arnold
 	 
	 	John Arnold
 	 
	 	Executive Vice President


Intelius Inc. 	 



 









 





	 	 	 	 	 



ACCEPTANCE:





I accept employment with Intelius Inc. under the terms and conditions set forth in this letter:



          /s/ William Kerr               

William Kerr




DATE:                                                             





 












 





Exhibit A




CONFIDENTIAL INFORMATION, INVENTIONS, NONSOLICITATION AND

NONCOMPETITION AGREEMENT




In consideration of my engagement as an employee or independent contractor with Intelius, Inc., a
Delaware corporation (the “Company”), the training, contacts and experience that I may receive in
connection with such engagement, the compensation paid to me by the Company, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby
agree as follows:



Section 1. Definitions




The following terms have the following specified meanings in this Agreement:



“Competing
Business” means any enterprise, whether commercial or non-profit, that is or
that is preparing to be in competition with any aspect of the Company or its business or
anticipated business. Without limiting the generality of the foregoing, a Competing Business
includes any business whose commercial efforts involve (a) information services syndication or
delivery involving the aggregation of information from various data sources or (b) any products or
services in competition with products or services which are, at any time during the Term, either
(i) produced, marketed or otherwise exploited by the Company or (ii) in actual or demonstrably
anticipated research or development by the Company.



“Confidential Information” means any information related to the business or other affairs of the
Company or its affiliates that is not generally available to the public, and that: (a) is
conceived, compiled, developed or discovered by me, whether solely or jointly with others, during
the Term, or (b) is or has been received or otherwise becomes known to me in connection with my
engagement. Without limiting the generality of the foregoing, Confidential Information includes
information relating to Inventions and Works, trade secrets, products, services, finances, business
plans, marketing plans, legal affairs, suppliers, clients, potential clients, prospects,
opportunities, contracts or assets of the Company or its affiliates. Confidential Information also
includes any information that has been made available to the Company by its clients or other third
parties and which the Company is obligated to keep confidential. Notwithstanding the foregoing,
Confidential Information shall exclude any information, including any information listed above or
any part thereof that is given or is disclosed to me by a third party who is under no obligation to
the Company to hold such information confidential.



“Inventions and Works” means any composition, work of authorship, computer program, product,
device, technique, know-how, algorithm, method, process, procedure, improvement, discovery or
invention, whether or not patentable or copyrightable and whether or not reduced to practice, that
is (a) within the scope of the Company’s business, research or investigations or results from or is
suggested by any work performed by me for the Company and (b) created, conceived, reduced to
practice, developed, discovered, invented or made by me during the
Term, whether solely or jointly
with others, and whether or not while engaged in performing work for the Company.



“Material” means any product, prototype, sample, model, document, diskette, tape, storage media,
picture, drawing, design, recording, report, proposal, paper, note, writing or other tangible item
which in whole or in part contains, embodies or manifests, whether in printed, handwritten, coded,
electronic, magnetic or other form, any Confidential Information or Inventions and Works.



“Proprietary
Right” means any patent, copyright, mask work, trade secret,
trademark, trade name, service mark or other protected intellectual property right in any Confidential Information,
Inventions and Works or
Material.



“Term” means the period from the beginning of my engagement with the Company, whether on a
full-time, part-time or consulting basis, through the last day of such engagement.



Section 2.
Confidential Information, Inventions and Works, and Materials




2.1
As between the Company and me, the Company is and will be the sole owner of all Confidential
Information, Inventions and Works, Materials and Proprietary Rights. To the extent eligible for
such treatment, all Inventions and Works will constitute “works made for hire” under applicable
copyright laws.



2.2 I hereby irrevocably assign and transfer to the Company, without any separate
compensation, all right, title and interest that I may now or hereafter have in the Confidential
Information, Inventions and Works, Materials and Proprietary Rights, subject to the limitations set
forth in the notice below (or, if I live in one of the states listed in the Invention Notice
Schedule attached to this Agreement, the notice for such state, as



 









 






further discussed in the notice
in Section 2.5 below). This assignment and transfer is
independent of any obligation or commitment
made to me by the Company. Further, I hereby waive any moral rights that I may have in or to any
Confidential Information, Inventions and Works, Materials and Proprietary Rights. I will take such
action (including, but not limited to, the execution, acknowledgment, delivery and assistance in
preparation of documents or the giving of testimony) as may be requested by the Company to
evidence, transfer, vest or confirm the Company’s right, title and interest in the Confidential
Information, Inventions and Works, Materials and Proprietary Rights and the license rights
described in Section 2.5 below. I will not contest the validity of any Proprietary Rights.



2.3 Except as required for performance of my work for the Company or as authorized in writing by
the Company, I will not (a) use, disclose, publish or distribute any Confidential Information,
Inventions and Works or Materials, or (b) remove any Materials from the Company’s premises. I will
hold all Materials in trust for the Company and I will deliver them to the Company upon request and
in any event at the end of the Term.



2.4 I will promptly disclose to the Company all Confidential
Information, Inventions and Works, and Materials, as well as any business opportunity which comes
to my attention during the Term and that relates to the business of the Company or which arises as
a result of my engagement by the Company. I will not take advantage of or divert any such
opportunity for the benefit of myself or anyone else either during or after the Term without the
prior written consent of the Company.



2.5
I hereby irrevocably grant to the Company, to the full
extent of my rights in and to the same, a fully paid-up, perpetual, worldwide right and license,
with the right to sublicense, disclose, offer, distribute, import, make, have made, make derivative
works of, use and otherwise exploit any trade secrets, copyrights, patents, confidential
information or inventions belonging to me that I use in my work for Company or in developing any
Inventions and Works or Material.



NOTICE: Notwithstanding any other provision of this Agreement to the contrary, this Agreement does
not obligate me to assign or offer to assign to the Company any of my rights in an invention for
which no equipment, supplies, facilities or trade secret information of the Company was used and
which was developed entirely on my own time, unless (a) the invention relates (i) directly to the
business of the Company or (ii) to the Company’s actual or demonstrably anticipated research or
development, or (b) the invention results from any work performed by me for the Company. This
satisfies the written notice and other requirements of RCW 49.44.140.
If I live in one of the
states listed in the Invention Notice Schedule attached to this
Agreement, the notice for such
state set forth therein, rather than the foregoing Notice, will apply
to this Agreement, and I
acknowledge that I have read and received such notice.



Section 3.
Noncompetition




3.1
During the Term and for a period of two (2) years after the
end of the Term, I will not engage
in, be employed by, perform services for, participate in the
ownership, management, control or
operation of, or otherwise be connected with, either directly or indirectly, any Competing
Business. For purposes of this Section 3.1, I will not be considered to be connected with any
Competing Business solely on account of: (a) my ownership of
less than five percent (5%) of the
outstanding capital stock or other equity interests in any Competing Business; or (b) my engagement
by, performance of services for, participation in or other connection with any business that is not
a Competing Business but that is carried on by an entity that carries on a Competing Business as a
separate division or other independent organization.



3.2
During the Term and for a period of one (1) year after the
end of the Term, I will not induce,
or attempt to induce, any employee or consultant of the Company to leave such employment or
relationship to engage in, be employed by, perform services for, participate in or otherwise be
connected with, either directly or indirectly, me or any enterprise
with which I am in any way
associated, whether or not it is a Competing Business.



Section 4. No Conflicting Obligations




4.1 My execution, delivery and performance of this Agreement and the performance of my other
obligations and duties to the Company will not cause any breach, default or violation of any
employment, nondisclosure, confidentiality, consulting or other agreement to which I am a party or
by which I may be bound.



4.2
I will not use in performing any work for the Company or disclose to the Company any trade
secret, confidential or proprietary information belonging to any prior employer or other person or
entity if and to the extent that such use or disclosure may cause any breach, default or violation
of any obligation or duty that I owe to such other person or entity (e.g., under any agreement or
applicable law). My compliance with this Section 4.2 will not prohibit, restrict or impair my
ability to perform my work, obligations and duties to the Company.



4.3 I will not (a) make any false, misleading or disparaging representations or statements with
regard to the Company or the products or services of the Company, or (b) make any statement that
may impair or otherwise adversely affect the goodwill or reputation of the Company.



 









 





Section 5. Miscellaneous




5.1 This Agreement is not a contract of employment and no rights of employment for a particular
period are hereby created, Unless otherwise set forth in a written agreement signed by me and the
Company, my engagement with the Company is “at will” and may be terminated at any time, with or
without cause, by me or the Company. This Agreement will survive any termination of the Term or my
engagement.



5.2 In the event of any breach of or default under this Agreement by me, the Company may suffer
irreparable harm and bave no adequate remedy at law. In the event of any such breach or default, or
any threat of such breach or default, the Company will be entitled to injunctive relief, specific
performance and other equitable relief without the necessity of posting a bond or other security.
Further, in any legal action or other proceeding in connection with
this Agreement (e.g., to
recover damages or other relief), the prevailing party will be entitled to recover, in addition to
any other relief to which it may be entitled, its reasonable attorneys’ fees and other costs
incurred in that action or proceeding. The rights and remedies of the Company under this Section
5.2 are in addition to, and not in lieu of, any other right or remedy afforded to the Company under
any other provision of this Agreement, by law or otherwise.



5.3 This Agreement may be enforced to the fullest extent permitted by applicable law. If for any
reason any provision of this Agreement is held to be invalid or unenforceable to any extent, then
(a) such provision will be interpreted, construed or reformed to the extent reasonably required to
render the same valid, enforceable and consistent with the original intent underlying such
provision, and (b) such invalidity or unenforceability will not affect any other provision of this
Agreement or any other agreement between the Company and me. If the invalidity or unenforceability
is due to the unreasonableness of the scope or duration of the provision, the provision will remain
effective for such scope and duration as may be determined to be reasonable.



5.4 The failure of the Company to insist upon or enforce strict performance of any other provisions
of this Agreement or to exercise any of its rights or remedies under this Agreement will not be construed
as a waiver or a relinquishment to any extent of the Company’s rights to assert or rely on any such
provision, right or remedy in that or any instance; rather, the same will be and remain in full
force and effect.



5.5 I authorize Company to disclose both the existence and terms of this Agreement to any third
party at any time as Company deems fit. Further, during the term of my obligations under Section
3.1 above, I agree to provide Company with no less than 2 (two) weeks notice of the details of any
new employment or consulting relationship I intend to enter into (e.g., name of entity I intend to
work for and nature of my expected job duties) before I begin such employment or consulting
relationship.



5.6 This Agreement sets forth the entire Agreement, and supersedes any and all prior agreements,
between me and the Company with regard to the Confidential Information, Inventions and Works,
Materials and
Proprietary Rights of the Company. This Agreement is independent of any other written agreements
between me and the Company regarding other aspects of my engagement. This Agreement may not be
amended, except in a writing signed by me and an authorized representative of the Company.



5.7 This Agreement will be governed by the laws of the State of Washington without regard to its
choice of law principles to the contrary. I irrevocably consent to the jurisdiction and venue of
the state and federal courts located in King County, Washington, in connection with any action
relating to this Agreement. Further, I will not bring any action relating to this Agreement in any
other court.



5.8 I have carefully read all of the provisions of this Agreement and agree that (a) the same are
necessary for the reasonable and proper protection of the Company’s business, (b) the Company has
been induced to enter into and continue its relationship with me in reliance upon my compliance
with the provisions of this Agreement, (c) every provision of this Agreement is reasonable with
respect to its scope and duration, and (d) I have received a copy of this Agreement.




			
	This Agreement shall be effective as of	 	
 








 







/s/ William Kerr 
Signature




  
William Kerr





			
	Soc. Sec. No.	 	
 











 









 





ACCEPTED:




Intellius Inc.





			
	By	 	/s/ Amy Ahmed 







			
	Its	 	H.R. Rep. 






 









 





Invention Notice Schedule




California









The
following notice applies to employees who live in the State of California:



In
accordance with California law, this Agreement does not apply to
inventions that I developed
entirely on my own time without using the Company’s equipment, supplies, facilities or trade secret
information, except for those inventions that either: (a) relate, at the time of conception or
reduction to practice of the invention, to the Company’s business, or actual or demonstrably
anticipated research or development of the Company; or
(b) result from any work performed by me for
the Company.








Illinois









The following notice applies to employees who live in the State of Illinois:



In
accordance with Illinois law, this Agreement does not apply to, and I have no obligation to
assign to the Company, an invention for which no equipment, supplies, facility, or trade secret
information of the Company was used and which was developed entirely on my own time, unless (a)
the invention relates (i) to the business of the Company, or (ii) to the Company’s actual or
demonstrably anticipated research and development, or (b) the invention results from any work
performed by me for the Company.








Minnesota









The
following notice applies to employees who live in the State of Minnesota:



In
accordance with Minnesota law, this Agreement does not apply to an
invention for which no
equipment, supplies, facility or trade secret information of the Company was used and which was
developed entirely on my own time, and (a) which does not relate
(i) directly to the business
of the Company or (ii) to the Company’s actual or demonstrably anticipated research or development,
or (b) which does not result from any work performed by me for the Company.








Kansas









The following notice applies to employees who live in the State of Kansas:



In accordance with Kansas law, this Agreement does not apply to an invention for which no
equipment, supplies, facility or trade secret information of the Company was used and which was
developed entirely on my own time, unless: (a) the invention
relates directly to the business of the
Company or to the Company’s actual or demonstrably anticipated
research or development; or (b) the
invention results from any work performed by me for the Company.







 









 





North Carolina









The following notice applies to employees who live in the State of North Carolina:



In accordance with North Carolina law, this Agreement does not apply to an invention that I
developed entirely on my own time without using the Company’s
equipment, supplies, facility or
trade secret information except for those inventions that (a) relate to the Company’s business or
actual or demonstrably anticipated research or development, or (b) result from any work performed
by me for the Company.








Utah









The
following notice applies to employees who live in the State of Utah:



I acknowledge and agree that this Agreement is not an employment agreement under Utah law or
otherwise. However, if and only to the extent this Agreement is deemed to be covered by the
restrictions set forth in Utah Code Ann. § 34-39-3, this Agreement will not apply to an invention
that is created by me entirely on my own time and is not an employment invention as defined in
Utah Code Ann. § 34-39-2(1), except as permitted under Utah Code Ann. § 34-39-3.