exv10w1






Exhibit 10.1









May 25, 2010

Mr. Harpreet S. Grewal

88 Kingston Street

Unit 7D

Boston, MA 02111




Dear Harpreet:




     On behalf of Constant Contact, Inc. (the “Company”), I am very pleased to offer you employment
with the Company. The purpose of this letter is to summarize the terms of your employment with the
Company, should you accept our offer.



     1. Employment. You will be employed, effective July 6, 2010, to serve in the position
of Executive Vice President, Chief Financial Officer and Treasurer of the Company, reporting to the
Chief Executive Officer. You will be an exempt employee. During the period of your service, you
agree to devote your full business time, best efforts, skill, knowledge, attention, and energies to
the advancement of the Company’s business and interests and to the performance of your duties and
responsibilities as an employee of the Company. You shall have all of the customary authority and
duties associated with your position. Notwithstanding the foregoing, nothing contained herein shall
preclude you from: (a) serving on the boards of directors of other companies or organizations,
including not-for-profits, with the approval of the Chief Executive Officer or the Board of
Directors of the Company, such approval not to be unreasonably withheld; (b) investing in and
managing your personal passive investments; or (c) pursuing your personal, financial and legal
affairs, provided that such activity does not interfere with the performance of your obligations
under this letter.



     2. Compensation. Your base rate of compensation (or base salary) will be $12,500 per
semi-monthly pay period (which is equivalent to $300,000 annually), less all applicable federal,
state and local taxes and withholdings, to be paid in accordance with the Company’s standard
payroll practices. Such base salary may be adjusted in the sole discretion of the Compensation
Committee of the Board of Directors.



 









 





     3. Variable Compensation. You will be eligible for variable compensation payments
according to the Constant Contact 2010 Executive Cash Incentive Bonus Plan as defined for you by
the Compensation Committee of the Board of Directors. This plan defines specific quarterly Company
financial targets and customer satisfaction targets set by the Compensation Committee as well as
annual individual performance goals to be established for you by the Chief Executive Officer in
consultation with you. The financial targets for the first half of 2010 have been established by
the Compensation Committee. The financial targets for the second half of 2010 will be established
by the Compensation Committee at the time the Board of Directors approves the Company’s second half
2010 budget. The customer satisfaction targets for 2010 have been established by the Compensation
Committee. All targets may be adjusted by the Compensation Committee as the needs of the business
dictate. The Compensation Committee will make all determinations as to whether any such objectives
have been met. For 2010, you will be eligible for an annualized target bonus of $200,000, which
will be prorated to reflect the actual number of days that you are employed during the year. You
acknowledge receipt of the 2010 Executive Cash Incentive Bonus Plan.



     4. Benefits. You shall be eligible to participate in any and all benefit programs
that the Company establishes and makes available to its employees from time to time to the same
extent generally available to similarly situated employees of Company, provided that you are
eligible under (and subject to all provisions of) the plan documents governing those programs.
Such benefits may include: participation in group medical and dental insurance programs, term life
insurance, long-term disability insurance, participation in the Company’s 401(k) plan and indoor
parking. The benefits made available by the Company, and the rules, terms and conditions for
participation in such benefit plans, may be changed by the Company at any time and from time to
time without advance notice.



     5. Severance Benefits.



          (a) Termination Without Cause or Good Reason. In the event that your
employment is terminated by the Company or any successor company without cause (as defined below)
or you terminate your employment for good reason (as defined below), then you will continue to
receive your base salary and health and dental insurance benefits for a period of time after the
date of termination equal to 12 months, in each such case subject to your execution and delivery of
a severance agreement and release drafted by and satisfactory to counsel for the Company. “Cause”
shall mean, for purposes of this letter, willful misconduct by you relating to your duties to the
Company, or willful failure by you to perform your responsibilities to the Company (including,
without limitation, breach by you of any provision of any nondisclosure, non-competition or other
similar written agreement between you and the Company), as determined by the Company. No act or
failure to act by you shall be considered willful unless it is done, or omitted to be done, in bad
faith or without a reasonable belief by you that your actions or omissions were in the best
interests of the Company. “Good Reason” shall mean, for purposes of this letter, the occurrence of
any of the following events without your prior written consent: (i) a material diminution in your
base compensation; (ii) a material diminution in your duties, authority or responsibilities; (iii)
a material relocation; or (iv) a material breach of this letter; provided, however, that no such
event or condition shall constitute Good Reason unless (x) you give the Company written notice of
termination for Good Reason not more than 90 days





 









 







after the initial existence of the condition, (y) the grounds for termination (if susceptible
to correction) are not corrected by the Company within 30 days of its receipt of such notice and
(z) your termination of employment occurs within one year following the Company’s receipt of such
notice. Exhibit A attached hereto provides some additional details and requirements
regarding your potential severance benefits.




          (b) Termination With Cause or Without Good Reason. In the event your employment is
terminated by the Company with Cause or by you without Good Reason (i.e., voluntarily), at the time
of such termination you shall receive payment for (i) earned but unpaid base salary, (ii) accrued
but unused vacation time in accordance with the Company’s standard vacation accrual policies and
(iii) any unpaid expense reimbursements in accordance with the Company’s standard expense
reimbursement policies.




     6. Vacation. You shall be eligible for a maximum of 20 days of vacation per calendar
year, subject to pro-ration to your date of hire. The number of vacation days for which you are
eligible shall accrue at a monthly rate during any month that you are employed during such calendar
year. In accordance with Company policy, in the event that available vacation time is
not used by the benefit year, employees may carry unused time (maximum of 5 days) forward to the
next calendar year.



     7. Stock Incentive Program. You will be eligible to participate in the Company’s
stock incentive program. Subject to approval by the Compensation Committee, the Company will grant
to you a stock option to purchase 40,000 shares of the Company’s Common Stock. This option will be
subject to a vesting schedule and no further vesting will occur under any circumstances
after any termination of your employment, regardless of the circumstances relating to such
termination and regardless of whether such termination is effected by the Company or by you. This
option will vest (i.e., become exercisable) as to 25% one year after your effective date of
employment and thereafter at a rate of 6.25% of the total share amount per quarter for each of the
12 quarters thereafter, subject to your continued employment by the Company. In addition, subject
to approval by the Compensation Committee, the Company will grant to you 80,000 restricted stock
units (“RSUs”). 60,000 of the overall RSUs will be time-based and will be subject to a vesting
schedule as follows: 25% will vest one year after your effective date of employment and thereafter
at a rate of 6.25% of the total share amount per quarter for each of the 12 quarters thereafter,
subject to your continued employment by the Company. 20,000 of the overall RSUs will be
performance based and will vest in full if the Company achieves an annualized revenue run rate of
$500 million by December 31, 2014 (i.e., your RSU would vest if the Company achieves monthly
revenue in excess of $41,666,666 for any calendar month prior to and including the month of
December, 2014). The performance based RSUs will expire if the performance target is not met by
such date. Similar to your stock options, no further vesting of your RSUs will occur under any
circumstances after any termination of your employment, regardless of the circumstances relating to
such termination and regardless of whether such termination is effected by the Company or by you.
In the event that there is a change of control (to be defined) of the Company, then 50% of the
stock option and the RSUs (collectively, the “awards”) that are unvested as of the effective time
of the change of control will vest immediately prior to such effective time. In addition, in the
event that your employment is terminated within the one-year period following such change of
control without



 









 




Cause (as defined above in Section 5), then the remaining unvested balance of your awards
shall vest as of the date of termination. The exercise price for your stock option will be equal
to the fair market value of a share of Common Stock on the date of grant of the option as
determined by the Compensation Committee. The awards will be issued pursuant to the Company’s 2007
Stock Incentive Plan and will be subject to all of the terms and conditions set forth in such plan
and the agreements covering the awards, which must be executed by you and the Company to effect the
grant of any option or RSU. “Change of control” will be as defined in your stock option and RSU
agreements.




     8. At-Will Employment. Your employment with the Company will be on an “at-will”
basis, meaning that either you or the Company may terminate the employment relationship at any
time, for any reason, with or without cause and with or without notice. Although your job duties,
title, compensation and benefits, as well as the Company’s personnel policies and procedures, may
change from time to time, the “at-will” nature of your employment may only be changed by a written
agreement signed by you and an authorized officer of the Company that expressly states the
intention to modify the at-will nature of your employment.



     9. Executive Coaching. In order to ensure that your on-boarding process with the
Company is productive for you and the Company, the Company shall provide to you the services of a
mutually agreeable executive coach. The expenses of the executive coach shall not exceed $20,000.



     10. Invention, Non-Disclosure and Non-Competition Agreement. As a condition of your
employment, you will be required to execute the Company’s Invention, Non-Disclosure and
Non-Competition Agreement, a copy of which is enclosed with this letter. The non-competition
period shall cover the period of your employment and 12 months thereafter.



     11. Proof of Legal Right to Work. For purposes of federal immigration law, you will
be required to provide the Company with documentary evidence of your identity and eligibility for
employment in the United States. Such documentation must be provided to the Company within three
(3) business days of your date of hire, or our employment relationship with you may be terminated.
You may need to obtain a work visa in order to be eligible to work in the United States. If that
is the case, your employment with the Company will be conditioned upon your obtaining a work visa
in a timely manner as determined by the Company.



     12. Fair Credit Reporting Act Employment Check. You will be required to execute
authorizations for the Company to procure consumer reports and investigative consumer reports and
to use them in conducting background checks as a condition to your employment. The Company may
obtain reports both pre-employment and from time to time during your employment with the Company,
as necessary.



     13. Company Policies and Procedures. As an employee of the Company, you will be
required to comply with all Company policies and procedures. Violations of the Company’s policies
may lead to immediate termination of your employment. Further, the Company’s premises, including
all workspaces, furniture, documents and other tangible materials, and all information technology
resources of the Company (including computers, data and other



 









 




electronic files, and all internet and email) are subject to oversight and inspection by the
Company at any time. Company employees should have no expectation of privacy with regard to any
Company premises, materials, resources or information.




     14. Confidentiality. You agree to hold the terms and provisions of this letter in the
strictest confidence and not to disclose such terms or provisions to any third party, employer,
person or entity (including, without limitation, any other employee of the Company) without the
prior written authorization of the Board of Directors. Notwithstanding the foregoing, you may
disclose this letter, and the terms and provisions hereof, to your and the Company’s accountants,
lawyers and other advisors who have a need to know, as well as to any governmental entities, or in
connection with any court proceedings, where such disclosure is required.



     15. Other Agreements and Governing Law. 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. The resolution of any disputes under this letter will
be governed by the laws of the Commonwealth of Massachusetts. The parties hereby irrevocably submit
to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth of
Massachusetts, or if appropriate, a federal court located in Massachusetts (which courts, for
purposes of this letter, are the only courts of competent jurisdiction), over any suit, action or
other proceeding arising out of, under or in connection with this letter or the subject matter
hereof.



     16. Amendment. No provisions of this letter may be modified, waived, or discharged
except by a written document signed by you and a duly authorized Company officer. A waiver of any
conditions or provisions of this letter in a given instance shall not be deemed a waiver of such
conditions or provisions at any other time in the future.



     17. Notices. For all purposes of this letter, all communications, including but not
limited to notices, consents, request or approvals, required or permitted to be given under this
letter will be in writing and will be deemed to have been duly given when hand delivered or
dispatched by electronic facsimile transmission (with receipt confirmed) (if sent during normal
business hours; otherwise, if after business hours, then on the next business day), or five
business days after having been mailed by United States registered or certified mail, return
receipt requested, postage prepaid, or one business day after having been sent by a nationally
recognized overnight courier service such as Federal Express or UPS, addressed to the Company (to
the attention of the Secretary of the Company) at its principal executive offices and to you at
your principal residence, or to such other address as any party may have furnished to the other in
writing and in accordance herewith, except that notices of changes of address shall be effective
only upon receipt.



     18. Successors. This letter shall be binding upon any entity that acquires all or
substantially all of the assets or outstanding capital stock (by merger or otherwise) of the
Company.



 









 





     19. Validity. The invalidity or unenforceability of any provision of this letter
shall not affect the validity or enforceability of any other provision of this letter, which shall
remain in full force and effect.



     20. Counterparts. This letter may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall constitute the same
instrument.



     21. Entire Agreement. This letter represents the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior agreements, whether written or
oral, including the preliminary offer letter dated April 28, 2010.



     If this letter correctly sets forth the initial terms under which you will be employed by the
Company, please sign the enclosed duplicate of this letter in the space provided below and return
it to me in the attached envelope along with the signed Invention, Non-Disclosure and
Non-Competition Agreement. If you do not accept this offer by 5 p.m. on May 26, 2010, this offer
will be revoked.



	 	 	 	 	 
	 	Constant Contact, Inc.

 	 
	 	By:  	/s/ Gail F. Goodman
 	 
	 	 	Gail F. Goodman, Chief Executive Officer 	 
	 	 	 	 
	 


The foregoing correctly sets forth the terms of my at-will employment by the Company.




	 	 	 

	/s/ Harpreet S. Grewal

	 	Date: May 25, 2010
	 
	 	 
	Harpreet S. Grewal
	 	 







			
	Enclosures:	 	Invention, Non-Disclosure and Non-Competition Agreement





 









 





Exhibit A: Payments subject to Section 409A



Subject to the provisions in this Exhibit A, any severance payments or benefits under this 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 and benefits, if any, to be provided to you
under this letter:




     1. It is intended that each installment of the severance payments and benefits provided
under this 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 the Company nor
you shall have the right to accelerate or defer the delivery of any such payments or benefits
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 and benefits shall be made on the dates and terms set forth in this 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 and benefits due under this 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 this
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 and benefits due under this 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 and benefits if and to
the maximum extent that 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 your second taxable year following your 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 this 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 requirement that
(i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of
time specified in this letter), (ii) the amount of expenses eligible for reimbursement during a
calendar year may not affect the expenses 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. The Company may withhold (or cause to be withheld) from any payments made under this
letter all federal, state, city or other taxes as shall be required to be withheld pursuant to any
law or governmental regulation or ruling.