exv10w01






Exhibit 10.01










July 17, 2008




Tom Perrault

[Address Line 1]

[Address Line 2]




          Re:      Offer of Employment



Dear Tom:




          Glu Mobile Inc. (the “Company”) is pleased to offer you a full-time regular exempt position
with the Company as Vice President, Global Human Resources initially reporting to me, President and
CEO. We would like your employment to begin on July 28, 2008 (the “Start Date”) or such later
Start Date as may be mutually agreeable. We are pleased to find someone with your vision and
commitment to work as an integral part of our team. This offer is contingent on the Company’s
satisfactory acceptance of reference and background checks.




          You will be entitled to receive a biweekly salary of $$8,076.92 (the “Base Salary”) to be paid
in accordance with the Company’s normal payroll procedures. During your first year of employment,
you will also be eligible to receive quarterly bonus payments of up to 7.5% of your Base Salary
paid in each calendar quarter, such bonus payments paid in each calendar quarter, in accordance
with the Company’s Executive Bonus Plan, as long as you are employed by the Company on the payment
dates (the “Bonus”). After one year of employment, your manager will review and, in his
discretion, may adjust your Base Salary and Bonus.




          We will recommend that the Company’s Board of Directors (the “Board”) grant you an option to
purchase up to 70,000 shares of the common stock of the Company at the then current fair market
value, as determined by the Board. All stock options issued to you shall be governed by the terms
and conditions of the Company’s 2007 Equity Incentive Plan and Stock Option Agreement, which
agreement will be executed by you and the Company upon Board approval of the grant of the stock
options hereunder. Such stock option shall vest over four years, whereby 16,250 shares shall vest
12 months after the option vesting start date (which will be no earlier than the Start Date), and
the remaining 48,750 shares shall vest monthly thereafter at the rate of 1/36 over the course of 36
months.




          As a Company employee, you will also be eligible to receive certain employee benefits, as
modified by the Company from time to time, including medical, dental, and vision insurance
coverage; sixteen days personal time off per year, plus such additional holiday time as is provided
to the Company’s other regular employees; this currently includes the period between Christmas and
New Year’s Day. We will also recommend to  the Board that you be given the same change of control and severance agreement as has been
previously provided by the Board to other corporate vice presidents similar to your level.







 









 











          Your employment with the Company is for no specified period and constitutes an “AT-WILL”
employment arrangement. As a result, you are free to resign at any time, with or without notice,
for any reason or for no reason. Similarly, the Company is free to conclude its employment
relationship with you at any time, with or without notice and with or without cause.




          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 within three business days of the Start Date, or our
employment relationship with you may be terminated.




          As a condition of your employment, you will be expected to sign and comply with the Employee
Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit
A. In addition, you agree that you will not engage in any other employment, occupation,
consulting or other business activity related to the business in which the Company is now involved
or becomes involved during the term of your employment, nor will you engage in any activities that
conflict with your obligations to the Company.




          This letter, along with the Employee Proprietary Information and Information Agreement, sets
forth the terms and conditions of your employment with the Company and supersede any prior
representations or agreements, whether written or oral. This letter may not be modified or amended
except by a written agreement, signed both by an officer of the Company and you.




          To accept the Company’s offer of employment, please sign and date this letter in the space
provided below and return it to Vicky Spachis, the Company’s Employee Services Manager, no later
than July 18, 2008. We’ve included a duplicate original for your records.




          We believe Glu Mobile is poised to achieve great success. We anticipate that you will be a
critical component of that success. We look forward to working with you.




	 	 	 	 	 
	 	Sincerely,




GLU MOBILE INC.

 	 
	 	/s/ L. Gregory Ballard
 	 
	 	L. Gregory Ballard, President and CEO 	 
	 	 	 
	 



ACCEPTED AND AGREED TO

this 18 day of July, 2008




	 	 	 	 	 
	 	 	 
	/s/ Tom Perrault
 	 	 
	Tom Perrault 	 	 
	 	 	 



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EXHIBIT A

GLU MOBILE INC.




PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT




          This Proprietary Information and Inventions Agreement (the “Agreement”) is made and entered
into this       day
of                     , 2008 by and between GLU MOBILE INC., a Delaware corporation (the
“Company”), and Tom Perrault (the “Employee”), and confirms the parties’ mutual understanding with
respect to the subject matter hereof, and constitutes a material part of the consideration for
Employee’s employment and/or continued employment with the Company.





	1.	 	Confidential Information.





          a. Definition. Employee acknowledges and agrees that Employee has obtained or may now
or hereafter obtain from the Company certain of the Company’s confidential information, in whatever
form, which includes, but is not limited to, all of the Company’s (i) past, present and future
research, (ii) business, development and marketing plans, (iii) customer lists and customer
relationships, (iv) prices (except where publicly disclosed by the Company) and pricing strategies,
(v) secret inventions, processes, methods and specifications, (vi) compilations of information
(including, without limitation, studies, records, reports, drawings, memoranda, drafts and any
other related information), (vii) trade secrets, (viii) product development proposals, and (ix)
other ideas, concepts, strategies, designs, suggestions and recommendations relating, without
limitation, to any of the foregoing or to any product developed or proposed to be developed by the
Company or by the Employee and/or others for the Company (collectively, the “Confidential
Information”). “Confidential Information” does not include any of the foregoing items which: i)
at the time of disclosure was known to Employee free of any confidentiality obligations; and ii)
has become publicly and widely known and made generally available through no wrongful act of
Employee or of others who were under confidentiality obligations as to the information involved.




          b. Non-Disclosure and Return of Confidential Information. Employee hereby
acknowledges and agrees that the Company is the owner of all of the Confidential Information, as
defined in Paragraph 1(a) of this Agreement, and all copyrights, trade secrets, patents, trademarks
and all other intellectual or industrial property rights contained in, or associated with, any or
all such Confidential Information. Employee shall not disclose to any other person, firm,
corporation or other entity any of the Company’s Confidential Information, or use any such
Confidential Information for any purpose whatsoever, except as authorized in writing by the
Company, and the Employee shall not, and shall not attempt to, reverse engineer, decompile or
disassemble any of the Company’s Products without the Company’s prior written consent. Employee
hereby acknowledges and agrees that the unauthorized use or disclosure of any of the Company’s
Confidential Information or any of the Company’s intellectual or industrial property rights,
constitute unfair competition under applicable law, and Employee shall not at any time during the
term of this Agreement or thereafter engage in any such unfair competition with respect to the
Company. Employee agrees that all Confidential Information are and shall remain the Company’s
property. Except in the course of providing services to the Company as an Employee, Employee
agrees that Confidential Information shall not be copied by Employee without the Company’s prior
written consent, and shall not be removed from the Company’s premises without the Company’s prior
written consent. Employee agrees that all Confidential Information shall be returned to the
Company, along with any and all copies, immediately upon request therefore, or upon the termination
of Employee’s employment with the Company, whichever is first to occur.




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          c. Previous Employer’s Proprietary Information. During the course of employment with
the Company, or at any other time, Employee shall not wrongfully use or disclose to the Company any
proprietary information or trade secrets of Employee’s former employer(s). Employee shall not
bring onto the Company’s premises any such information without first obtaining the express written
consent of such former employer(s).




          d. Third Party’s Information. Employee acknowledges that the Company has received and
may hereafter receive certain proprietary information from one or more third parties to which the
Company is subject to a duty of non-disclosure and to restrictions on the use thereof. Employee
agrees that the Employee owes the Company and any such third party, during the term of employment
with the Company and thereafter, a duty to hold all such information in the strictest confidence,
and Employee shall not disclose any such third party proprietary information or any portion thereof
to any person, firm, corporation or other entity, or make use of such third party proprietary
information in any way without the Company’s and the third party’s prior written consent.





	2.	 	Inventions.





          a. Ownership. All designs, processes, methods, formulas, techniques, artwork,
brochures, manuals, products, procedures, programs, drawings, notes, documents, information,
materials, discoveries and inventions (the “Designs and Inventions”) made, conceived or developed
by Employee alone or with others which (i) result from or relate to any and all work performed by
Employee for the Company (the “Work”), (ii) may be disclosed to Employee by the Company while
Employee performs any such Work, (iii) use or have used equipment, supplies, facilities or trade
secret or confidential information of the Company’s, (iv) relate at the time of conception or
reduction to practice thereof to the business of the Company or to its actual or demonstrably
anticipated research and development, or (v) use or have used the hours for which Employee is
compensated by the Company, shall be the sole property of the Company, shall be considered “works
made for hire” (as that term is defined under the United States Copyright Act, as amended), and
shall be assigned to the Company immediately upon conception or development; provided, however,
that any Design and Invention that does not meet any of the foregoing conditions shall not be
deemed to be assigned by Employee to the Company hereunder. The Company shall have the sole right
to determine the method of protection for any Designs and Inventions, which are owned by, or
assigned to, the Company pursuant to this Paragraph 2(a), including the right to keep the same as
trade secrets, to file and execute patent applications thereon, to use and disclose the same
without prior patent applications, to file registrations for copyright or trademark thereon in the
Company’s own name or to follow any other procedure that the Company deems appropriate. Employee
shall (i) disclose promptly to the Company in writing all such Designs and Inventions that are
within the scope of this Paragraph 2(a); and (ii) provide the Company, at the Company’s expense,
with all assistance, and take all other actions, including the execution, delivery and filing of
all applications, deeds of assignment, instruments and other documents, as reasonably requested by
the Company, in order to permit the Company to obtain patents and/or register copyrights or
trademarks, as the case may be, or otherwise to perfect and/or protect the Company’s ownership of
all rights, title and interests in and to all such Designs and Inventions. Employee hereby grants
to the Company an irrevocable power of attorney to apply for and to execute such applications and
deeds of assignment of any patent, copyright, trademark or other intellectual property right, in
Employee’s name, as the Company, in its sole discretion, determines to be necessary or appropriate
to perfect and/or protect the Company’s ownership of all rights, title and interests in and to all
such Designs and Inventions. Employee’s obligations under this Paragraph 2(a) with respect to such
Designs and Inventions shall survive the termination of Employee’s employment by the Company.




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          b. Exemptions. Notwithstanding the provisions of Paragraph 3(a) of this Agreement,
nothing herein shall obligate Employee to assign to the Company any inventions, or any rights
therein, which fully qualify under the provisions of Section 2870 of the California Labor Code
which provides as follows:




          Invention on Own Time—Exemption from Agreement




               a. Any provision in any employment agreement which provides that an employee shall assign, or
offer to assign, any of his or her rights in an invention to his or her employer shall not apply to
any invention that the employee developed entirely on his or her own time without using the
employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:




	 	(1)	 	Relate at the time of conception or reduction
to practice of the invention to the employer’s business, or actual or
demonstrably anticipated research or development of the employer; or
	 
	 	(2)	 	Result from any work performed by the employee
for the employer.





               b. To the extent a provision in an employment agreement purports to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a),
the provision is against the public policy of this state and is unenforceable.




          c. Previous Inventions. As a matter of record, Employee hereby certifies that
attached hereto as Exhibit A is a complete and accurate list of all inventions and/or
improvements relevant to the subject matter of this Agreement which have been made or conceived or
first reduced to practice by Employee, alone or jointly with others, prior to the date of
Employee’s employment by the Company or any affiliate of the Company, which such inventions and/or
improvements Employee desires not to be covered by this Agreement. IF EMPLOYEE FAILS TO ATTACH
SUCH A LIST TO THE AGREEMENT, THEN SUCH OMISSION SHALL CONSTITUTE A REPRESENTATION BY EMPLOYEE THAT
THERE ARE NO SUCH INVENTIONS AND/OR IMPROVEMENTS AT THE TIME OF SIGNING THIS AGREEMENT.




          d. Subsequent Inventions. Employee understands and agrees that all designs and
inventions reduced to practice following the termination of Employee’s employment shall be presumed
to have been conceived during Employee’s employment with the Company and with the use of the
Company’s confidential or trade secret information, but such presumption may be overcome by a
showing that such design or invention was conceived after such employment and without the use of
any such information.





	3.	 	Pre-existing Obligation.





          Employee represents and warrants that Employee is not under any pre-existing obligation(s)
inconsistent with the provisions of this Agreement, and has not and will not enter into any
contract which conflicts with, or would, if performed by Employee, cause a breach of, this
Agreement.



Non-Solicitation of Employees/Consultants. During Employee’s employment with the Company
and for a period of one (1) year thereafter, Employee will not
directly or indirectly solicit away employees or consultants of the Company for Employee’s own benefit or for
the benefit of any other person or entity.


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Non-Solicitation of Suppliers/Customers. During and after the termination of Employee’s
employment with the Company, Employee will not directly or indirectly solicit or otherwise take
away customers or suppliers of the Company if, in so doing, Employee accesses, uses or discloses
any trade secrets or proprietary or confidential information of the Company. Employee acknowledges
and agrees that the names and addresses of the Company’s customers and suppliers, and all other
confidential information related to them, including their buying and selling habits and special
needs, whether created or obtained by, or disclosed to Employee during Employee’s employment,
constitute trade secrets or proprietary or confidential information of the Company.





	4.	 	Injunctive Relief.





          Employee acknowledges that a remedy at law for any breach of this Agreement would be
inadequate relief, and Employee therefore agrees that the Company shall be entitled to injunctive
relief, among other remedies, in case of any such breach or threatened breach by Employee.





	5.	 	Survival of Terms.





          The provisions of paragraphs 1, 2, 4, 5, and 7 and shall survive the termination of Employee’s
employment with the Company, and no such termination shall relieve Employee from liability for any
breach of this Agreement.





	6.	 	Indemnities.





          Each party shall indemnify, defend and hold harmless the other party against and in respect of
any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries
and deficiencies that the other party shall incur or suffer by reason of any breach of this
Agreement by the indemnifying party.





	7.	 	Attorneys’ Fees.





          If any legal action is brought for the enforcement of this Agreement, or because of an alleged
dispute, breach, default of misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’
fees and other costs incurred in that action, in addition to any other relief to which that party
may be entitled.




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	8.	 	Governing Law.





          This Agreement shall be governed by the laws of California, without giving effect to the
principles of conflicts of law.





	9.	 	Severability.





          If any term or provision of this Agreement shall be held invalid or unenforceable to any
extent, the remainder of this Agreement shall not be affected and each other term and provision of
this Agreement shall be valid to the fullest extent permitted by law.





	10.	 	Headings.





          The paragraph headings contained in this Agreement are for reference only and shall not be
considered as substantive parts of the Agreement.





	11.	 	Entire Agreement; Modification; Waiver.





          This Agreement constitutes the entire agreement between the parties with respect to the
subject matter contained herein and supersedes all prior and contemporaneous agreements,
representations and understandings of the parties. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both parties. No waiver of any of
the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other
provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.





	12.	 	Binding Effect.





          This Agreement shall be binding on and shall inure to the benefit of the parties to it and
their respective heirs, legal successors, representatives and assigns.





	13.	 	Attorney Review.





          Employee agrees that he or she has read and understands the terms of this Agreement, and that
Employee is entering into the same voluntarily and without duress. Employee acknowledges that he
or she has consulted with an attorney of the Employee’s own choosing, or has had a reasonable
opportunity to do so, concerning Employee’s rights, duties and obligations under the terms of this
Agreement. The rule of construction that any uncertainties or ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or any
amendment or modification hereto.




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          IN WITNESS WHEREOF, the parties have duly executed this Proprietary Information and Inventions
Agreement as of the date and year first written above.




	 	 	 	 	 	 
	GLU MOBILE INC.
	 	EMPLOYEE	 
	 
	 	 	 	 
	By:
	 	 	 	 	 
	 

	 	 
	 	 	 
	 

	 	L. Gregory Ballard, President & CEO
	 	Tom Perrault	 







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