EXHIBIT 10.32

 



 

October 11, 2013

 

Dear Thomas,

 

On behalf of Digital River, Inc., a Delaware corporation, we are pleased to extend to you this offer of employment.  This offer is contingent upon (a) your ability to accept the position without violating any non-compete or other related legal agreements, (b) signing required documents including the Proprietary Information Agreement and the Change of Control and Severance Agreement, (c) satisfactory reference, background and other checks, (d) proof of your ability to work in the United States and compliance with all other legal requirements and (e) compensation committee approval of compensation package.  The Proprietary Information Agreement and the Change of Control and Severance Agreement accompany this offer letter for your review and signature.

 

	
Start Date:
    	
 
    	
November 18, 2013
    
	
 
    	
 
    	
 
    
	
Title:
    	
 
    	
EVP & GM, Commerce
    
	
 
    	
 
    	
 
    
	
Base Salary:
    	
 
    	
$350,000 per annum - Digital River pays   biweekly for a total of 26 pay periods per calendar year. Your position is an   exempt position and not eligible for overtime.
    
	
 
    	
 
    	
 
    
	
Bonus:
    	
 
    	
100% of your annual base salary and subject   to Digital River’s Performance Incentive Plan, as administered by the   Company’s Compensation Committee.
    
	
 
    	
 
    	
 
    
	
Restricted
    	
 
    	
 
    
	
Stock Grants:
    	
 
    	
You will be recommended to receive 50,000 of   the Company’s restricted stock valued as of the day of grant which vest over   4 years.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The vesting of this grant will be as   follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
25% on your first anniversary of the grant   date
    
	
 
    	
 
    	
 
    	
25% on your second anniversary of the grant   date
    
	
 
    	
 
    	
 
    	
25% on your third anniversary of the grant   date
    
	
 
    	
 
    	
 
    	
25% on your fourth anniversary of the grant   date
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Other provisions and rights of ownership of   these stock grants are contained in the document entitled Digital   River, Inc. 2007 Equity Incentive Plan. These restricted shares are   subject to approval by the Compensation Committee at its next regular monthly   meeting following your hire date. Subsequent to this approval by the   Compensation Committee, you will receive the separate written restricted   stock grant document. Until you receive this document, you have no restricted   stock grant from the Company.
    
	
 
    	
 
    	
 
    
	
Annual Equity:
    	
 
    	
For fiscal 2014,   in connection with your hiring, your equity has been incorporated into the   new hire equity shares. For fiscal 2015, you shall be eligible for additional   future equity awards as customarily granted to executive officers as   determined in the sole discretion of the Compensation Committee.
    
	
 
    	
 
    	
 
    
	
Change of
    	
 
    	
 
    
	
Control:
    	
 
    	
As a senior   executive of Digital River you and the Company will enter into a Change of   Control and Severance Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Revenue Growth   Experts in Global Cloud Commerce
    
	
 
    	
 
    	
Digital River, Inc. · 10380 Bren Road   West · Minnetonka · Minnesota 55343 · United States
    
	
 
    	
 
    	
Phone: +1.952.253.1234 · Fax:   +1.952.253.8497 · www.digitalriver.com
    


 











 

	
Benefits:
    	
 
    	
As a full-time employee you are eligible for   Digital River’s employee benefits package. Benefits will commence on the   first of the month immediately following hire date.
    
	
 
    	
 
    	
 
    
	
Paid Time Off:
    	
 
    	
You will accrue Personal Time Off (PTO)   according to Digital River’s current program. You will receive 20 days of PTO   per year. At present, except in unusual circumstances and to the extent   permitted by law, unused PTO does not carry over from year-to-year.
    
	
 
    
	
This letter, supersede and replace any oral   discussions, e-mail exchanges, letters and/or other communications you have   had with anyone about the terms and conditions of your employment, as well as   any promises you may believe have been made to you that surround your   employment.  In that regard, please   note that Digital River is an at-will employer, and neither you nor Digital   River is bound to continue the employment relationship if either chooses, at   its will, to end the relationship at any time.  Consulting work outside of Digital River is   prohibited.
    
	
 
    
	
We welcome you to become a part of the   Digital River Team!  We are hopeful   that your contribution will prove to be a strategic part of the success of   the company.
    


 

 

Sincerely,

 

 

	
/s/ David C. Dobson
    	
 
    	
 
    	
10/23/13
    
	
David C. Dobson, Chief Executive Officer
    	
 
    	
 
    	
Date
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
/s/ Thomas Peterson
    	
 
    	
 
    	
10/15/13
    
	
Thomas Peterson
    	
 
    	
 
    	
Date