Offer Letter Agreement, Scott Griffith



 Exhibit 10.10 

 

 

 October 14, 2003 

Scott W. Griffith 
 25 Robinson Drive

 Bedford, MA 01730 
 Dear Scott:

 On behalf of Zipcar, Inc. (the “Company”), I am pleased to set forth the terms of your employment with the Company:

 1. You are employed to serve on a full-time basis as President and Chief Executive Officer. 

2. Your salary will be $16,667 per month. Such salary may be adjusted from time to time in accordance with normal business practice and
in the sole discretion of the Company. 
 3. You may participate in any and all bonus and benefit programs that the Company
establishes and makes available to its employees from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. You will also be eligible for an annual bonus determined at or about
the end of each fiscal year for such fiscal year then-ending (prorated for partial years and beginning fiscal year-end 2003) of up to 20% of your annual salary to the extent approved by the Board of Directors of the Company. 

4. Subject to the approval of the Board of Directors of the Company, you will be granted an award of 1,300,000 shares of restricted
Common Stock of the Company under the Company’s 2000 Stock Option/Stock Issuance Plan (the “Plan”) at a purchase price per share equal to the fair market value at the time of Board approval. The restricted stock shall be subject to
all terms, vesting schedules and other provisions set forth in the Plan and in a separate Restricted Stock Agreement in the form attached hereto as Exhibit A. The Company agrees to loan to you up to $37,500 of the purchase price of the
restricted stock on terms reasonably acceptable to the Company. 
 5. You will be required to execute the Company’s
Invention and Non-Disclosure Agreement and Non-Competition and Non-Solicitation Agreement, as a condition of continued employment. 







 6. In the event that we terminate your employment with the Company without
“Cause”, or you terminate your employment with the Company for “Good Reason” (as such terms are defined in the Restricted Stock Agreement, attached hereto), then the Company shall continue to pay your then monthly base salary for
a severance period. The severance period shall initially be three months. During your employment, one additional month shall be added to the severance period on February 12 of each year, to a maximum severance period of six months. Such payments
shall be subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as we reasonably determine are required pursuant to any applicable law or regulation. 

7. The Company will reimburse you for up to $5,000 in legal fees incurred by you in connection with the legal review of the documentation
related to your employment arrangement with the Company. 
 8. This letter shall not be construed as an agreement, either
expressed or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both you and the Company remain free to terminate the employment relationship, with or without cause, at
any time, with or without notice. Similarly, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company. 

If you agree with the employment provisions of this letter, please sign the enclosed duplicate of this letter in the space provided below
and return it to the undersigned, by October 17, 2003. 
  

			
	Very Truly Yours,
		
	By:	 	 /s/ Jonathan Seelig

		 	Jonathan Seelig
		 	Chairman of the Board of Directors


  

			
	 The foregoing correctly sets forth the terms

of my employment by Zipcar, Inc.
	 	
		
	 /s/ Scott W. Griffith
	 	Date: Oct 14, 2003
	Scott W. Griffith	 	

  

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 December 23, 2008

 
 Scott Griffith

25 Robinson Drive
 Bedford, MA 01730

 
 Dear Scott,

 
 This letter updates and amends your offer letter between you and Zipcar Inc.
“the Company”, dated 10/14/03 (the “Offer Letter”).
  

On behalf of Zipcar, Inc. (the “Company”), I am pleased to extend to you an offer of employment as Chief Executive Officer.

 
 As of the date of this letter, your annual salary will be three hundred seventy five
thousand dollars ($375,000) per year, to be paid in bi-weekly installments, in the amount of $14,423.08, in accordance with Zipcar’s usual payroll practices. All compensation shall be subject to the customary withholding tax and other
employment taxes and deductions as required by law.
  
 You are also eligible
to receive a discretionary annual bonus of up to two hundred fifty thousand dollars ($250,000). This bonus, if any, will be based on mutually agreed upon performance and company objectives. Payment of this bonus is subject to the discretion of and
approval by the Company’s compensation committee of its Board of Directors (the “Board”). This bonus will be pro- rated for your partial year of employment in 2008. The bonus, if any, will be payable in the calendar year following the
close of the calendar year in which the services are provided to which the annual bonus applies (the “Bonus Payment Date”); provided that you must be employed in good standing by the Company on a Bonus Payment Date in order
to be eligible for payment. You understand that you will not be eligible to receive any bonus payment if your employment with the Company has terminated for any reason prior to the Bonus Payment Date All compensation shall be subject to the
customary withholding tax and other employment taxes and deductions as required by law.
  

Should you accept Zipcar’s offer, you will be eligible to participate in the company’s group health insurance plan, as was all other benefit
arrangements offered to similarly situated employees of the Company. Your participation in any employee benefit plan or arrangement will be in accordance with and subject to the terms of each such plan or arrangement.

 
 You will be eligible for a maximum of three (3) weeks of vacation per calendar
year to be taken at such times as may be approved by the Company. The number of vacation days for which you are eligible shall accrue monthly, and shall be subject to the Company’s general rules and requirements.

 
 You will be entitled to two (2) paid personal days and two (2) paid sick
days after completing six (6) months of employment. Thereafter, you will be entitled to two (2) paid personal days and two (2) paid sick days each calendar year.










			
		  	 As a condition of employment, you will be required to execute the Company’s Invention and Non-Disclosure Agreement, Non-Competition
and Non-Solicitation Agreement and Comprehensive Security Policy.
  
 In the
event that the Company terminates your employment without “Cause,” or you terminate your employment with the Company for “Good Reason,” then, provided you enter into and do not revoke a binding release of claims in favor of the
Company within 30 days of the date of your termination, which is reasonably acceptable to the Company, the Company shall pay to you, in accordance with the Company’s regular payroll practices, six (6) months of severance pay at your then
applicable base salary. Your severance pay will commence 30 days following the date of termination, provided that the release has been properly executed and not revoked as of such date or, if the release has been executed and the applicable
revocation period has expired prior to the 30th day
following your termination of employment, then the severance payments may commence on such earlier date. Notwithstanding the foregoing, if the
30th day following your termination occurs in the calendar
year following your termination, then the payments may commence no earlier than January 1 of such subsequent calendar year. The payment of any severance is subject to the terms set forth in Appendix A.

 
 “Cause” is as defined in your Offer Letter.

 
 “Good Reason” shall mean the occurrence of one of the
following:
  
 (i) a material diminution or other
material adverse change in your office, duties, salary, benefits or responsibilities made without your prior written consent;
  

(ii) a material breach by the Company of this Agreement; or

 
 (iii) a requirement by the Company that your principal place of
work be moved to a location more than fifty (50) miles away from its then current location.
  

Good Reason shall not exist hereunder unless you provide the Company with written notice of the occurrence of one of the above within ninety
(90) days of it first occurring, which notice will set forth in specific detail the facts supporting the occurrence of one of the aforementioned events. Notwithstanding the foregoing, however, you shall not have the ability to terminate this
Agreement if the facts alleged in such written notice have been cured by the Company prior to the expiration of such thirty (30) day notice period.
  

All severance payments are subject to withholding of such amounts, if any, relating to tax and other payroll deductions as the Company reasonably
determines are required pursuant to any applicable law or regulations.
  

You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment
with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter.
  

This letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in no way alter the
Company’s policy of employment at will, under which both you and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice. Similarly, nothing in this letter shall be construed
as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company. Except as specifically set forth herein, your Offer Letter shall continue in
effect.










					
		  	 Scott, please review the information contained in this letter and Appendix A. If you agree with the employment
provisions of this letter, please sign the enclosed duplicate of this letter in the space provided below and return it to me.
  

The foregoing correctly sets forth the terms of my employment by Zipcar, Inc



 

							
		  	
 



	  	 12/27/2008
	  	
		  	Scott Griffith	  	Date	  	









			
		  	 Appendix A
  

Compliance with Section 409A

 
 Subject to the provisions in this Appendix A, any severance payments
under your offer letter shall begin only upon the date of your “separation from service” (determined as set forth below) which occurs on or after the date of termination of your employment. The following rules shall apply with respect to
distribution of the payments, if any, to be provided to you under your offer letter.
  

1. It is intended that each installment of the severance payments provided under your offer letter shall be treated as a separate “payment” for
purposes of Section 409A of the Internal Revenue Code and the guidance issued thereunder (“Section 409A”). Neither you nor the Company shall have the right to accelerate or defer the delivery of any such payments except to the extent
specifically permitted or required by Section 409A.
  
 2. If, as of the
date of your “separation from service” from the Company, you are not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments shall be made on the dates and terms set forth
in your offer letter.
  
 3. If, as of the date of your “separation from
service” from the Company, you are a “specified employee” (within the meaning of Section 409A), then:
  

a. Each installment of the severance payments due under your offer letter that, in accordance with the dates and terms set forth
herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the Short-Term Deferral Period (as hereinafter defined) shall be treated as a short-term deferral within the meaning of Treasury Regulation
Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A. For purposes of your offer letter, the “Short-Term Deferral Period” means the period ending on the later of the fifteenth day of the third month
following the end of your tax year in which the separation from service occurs and the fifteenth day of the third month following the end of the Company’s tax year in which the separation from service occurs; and

 
 b. Each installment of the severance payments due under your
offer letter that is not described in paragraph 3(a) above and that would, absent this subsection, be paid within the six-month period following your “separation from service” from the Company shall not be paid until the date that is six
months and one day after such separation from service (or, if earlier, your death), with any such installments that are required to be delayed being accumulated during the six-month period and paid in a lump sum on the date that is six months and
one day following your separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the preceding provisions of this sentence shall not
apply to any installment of severance payments if and to the maximum extent that such installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury
Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last
day of the second taxable year following the taxable year in which the separation from service occurs.
  

4. The determination of whether and when your separation from service from the Company has occurred shall be made and in a manner consistent with, and
based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this paragraph 4, “Company” shall include all persons with whom the Company would be considered a single employer under
Section 414(b) and 414(c) of the Code.










			
		  	  
 5. All reimbursements and in-kind benefits provided under your
offer letter shall be made or provided in accordance with the requirements of Section 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that
(i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in your offer letter), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the
expense eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the
right to reimbursement is not subject to set off or liquidation or exchange for any other benefit.
  

6. Notwithstanding anything herein to the contrary, the Company shall have no liability to you or to any other person if the payments provided in your
offer letter that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant.









 Amendment to Letter Agreement dated December 23, 2008 

This Amendment updates that certain letter agreement between Scott Griffith (the “Employee”) and Zipcar, Inc. (the
“Company”) dated December 23, 2008 (the “December 2008 Letter Agreement”), which amended the offer letter between the Employee and the Company dated October 14, 2003. The effective date of this Amendment is
February 24, 2010. 
  

	 	1.	The first sentence of the third paragraph of the December 2008 Letter Agreement is hereby deleted in its entirely and replaced with the following “ Effective
March 1, 2010, your annual salary will be four hundred thousand dollars ($400,000) per year, to be paid in bi-weekly installments, in the amount of $15,384.61 , in accordance with the Company’s usual payroll practices.”


  

	 	2.	The first sentence of the fourth paragraph of the December 2008 Letter Agreement is hereby deleted in its entirety and replaced with the following: “You are also
eligible to receive a discretionary annual bonus of up to four hundred thousand dollars ($400,000), it being understood that this discretionary bonus amount is for the years ending on December 31, 2010 or later.” 


 

	 	3.	The first sentence of the ninth paragraph of the December 2008 Letter Agreement is hereby deleted in its entirety and replaced with the following “In the event
that the Company terminates your employment without “Cause,” or you terminate your employment with the Company for “Good Reason,” then, provided you enter into and do not revoke a binding release of claims in favor of the Company
within 30 days of the date of your termination, which is reasonably acceptable to the Company, the Company shall pay to you, in accordance with the Company’s regular payroll practices, twelve (12) months of severance pay at your then
applicable base salary.” 

 All other terms and conditions of the December 2008 Letter Agreement remain in
full force and effect. 
  

							
	Employee:	 		 	Zipcar, Inc.
				
	 /s/ Scott W. Griffith
	 		 	By:	 	 /s/ Edward Goldfinger

	Scott W. Griffith	 		 	Name:	 	Edward Goldfinger
		 		 	Title:	 	Chief Financial Officer