Exhibit 10.23


 


July 24, 2003


 


 


Brian Crowley


7901 228th St. SE


Woodinville, WA  98072


 


Dear Brian:


 


It
is with great pleasure that I inform you that the Board of Directors has
unanimously elected to promote you to President and Chief Executive Officer of
BSQUARE Corporation, including a position on the Board of Directors.  The effective date of this appointment is on July 25,
2003.


 


You will continue to be an exempt employee and ineligible for
overtime.  BSQUARE’s pay periods remain
bi-weekly.  Your initial salary as
President and CEO will be $200,000 on an annualized basis.  Performance reviews are generally conducted
on an annual basis, and you may be given salary adjustments, based on
performance, at the discretion of the Board of Directors.  Your employee benefits will continue to be
determined by the terms of BSQUARE’s personnel policies and its sponsored
employee benefits plans, which may be revised by BSQUARE from time-to-time.


 


BSQUARE Corporation is also pleased to grant you additional options to
purchase 300,000 shares of BSQR stock (one-eighth vesting quarterly, over a
two-year period), strike price to be fair market value of BSQR stock at close
of market on July 24, 2003.  The
terms of this award are subject to our Stock Option Plan and the Stock Option
Agreement you will sign.


 


You will continue to be employed at will and
terminable with or without cause or prior notice.  However, if BSQUARE Corporation terminates
your employment when neither  “cause” nor
“long term disability” exists, and provided that you release BSQUARE
Corporation and its agents from any and all employment-related claims in a
signed, written release satisfactory in form and substance to BSQUARE
Corporation, BSQUARE Corporation shall pay you a consideration payment as
follows:


 


BSQUARE
Corporation shall pay to you severance equal to six months of your then annual
base salary.  If BSQUARE Corporation
gives you at least a full month’s advance notice of termination, however, the
severance payments shall be reduced by one month’s salary for each full month
of advance termination notice given. 
These severance payments shall be paid out at the rate of your final
base salary on regular payroll days post termination, subject to legally
required and any individually agreed upon payroll deductions.  During this period, you would not be
considered an employee and would therefore receive no Paid Time Off accrual,
nor would you be entitled to benefits under BSQUARE’s health and welfare plans
or retirement savings plan as an active employee.  Also during this period, your stock options
will continue to vest until the final payment is made.  You will have ninety days from the date final
payment is made in which to exercise any vested options, and any non-vested
options would terminate as of the date final payment is made.


 


For purposes of the severance provision indicated above, “cause” is
defined on attachment A hereto, and “long term disability” is defined in our
sponsored Long Term Disability group insurance plan.


 


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Please signify your acceptance of this promotion and these updated
employment terms (which replace and supercede the prior terms) by signing a
copy of this letter and returning one copy to Caprice Pine in Human Resources.


 


On behalf of BSQUARE Corporation, I hope you accept this
promotion.  If you have any questions or
concerns, please feel free to contact me.


 


	
  Sincerely,

  	
   

  	
   

  	
  Accepted by:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ William T. Baker

  	
  7/24/03

  	
   

  	
  /s/ Brian T. Crowley

  	
  7/24/03

  	
   

  
	
  William T. Baxter

  	
  Date

  	
   

  	
  Brian T. Crowley

  	
  Date

  	
   

  
	
  CEO and President

  	
   

  	
   

  
	
  BSQUARE CORPORATION

  	
   

  	
   

  
							



 


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ATTACHMENT A


 


For purposes of this agreement “cause” means and is
limited to dishonesty, fraud, commission of a felony or of a crime involving
moral turpitude, destruction or theft of Company property, physical attack to a
fellow employee, intoxication at work, use of controlled substances or alcohol
to an extent that materially impairs Employee’s performance of his or her
duties, willful malfeasance or gross negligence in the performance of Employee’s
duties, violation of law in the course of employment that has a material
adverse impact on Company or its employees, Employee’s failure or refusal to
perform Employee’s duties, Employee’s failure or refusal to follow reasonable
instructions or directions, misconduct materially injurious to Company, neglect
of duty, poor job performance, or any material breach of Employee’s duties or
obligations to Company that results in material harm to Company.


 


For purposes of this agreement, “neglect of duty”
means and is limited to the following circumstances:  (i) Employee has, in one or more
material respects, failed or refused to perform Employee’s job duties in a
reasonable and appropriate manner (including failure to follow reasonable
directives), (ii) the Board, or a duly appointed representative of the
Board, has counseled Employee in writing about the neglect of duty and given
Employee a reasonable opportunity to improve, and (iii) Employee’s neglect
of duty either has continued at a material level after a reasonable opportunity
to improve or has reoccurred at a material level within one year after Employee
was last counseled.


 


For purposes of this agreement, “poor job performance”
means and is limited to the following circumstances:  (i) Employee has, in one or more
material respects, failed to perform Employee’s job duties in a reasonable and
appropriate manner, (ii) the Board, or a duly appointed representative of
the Board, has counseled Employee in writing about the performance problems and
given Employee a reasonable opportunity to improve, and (iii) Employee’s
performance problems either have continued at a material level after a
reasonable opportunity to improve or the same or similar performance problems
have reoccurred at a material level within one year after Employee was last
counseled.


 


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