Exhibit
10.47


 


April 10, 2002


 


 


J. Daniel Shaver


10211 East Buckskin Trail


Scottsdale, Arizona 85255


 


 


Dear Dan:


 


It is a distinct pleasure to offer you the position of
senior vice president of worldwide sales for Vicinity Corporation (the
“Company”).  In this capacity you will
report directly to me and have responsibility for all worldwide sales.  Your start date will be April 15, 2002.


 


In accordance with current federal law, you will be
asked on your first day to provide documentation proving your eligibility to
work in the United States.


 


Upon commencement of your regular employment by the
Company, you will be eligible for the comprehensive benefits package that we
offer to our full time employees. 
Additionally, you will accrue PTO (paid time off) at a rate of 13.32
hours per month  (4 weeks per
year).  Details of this package will be
reviewed with you in your orientation on your first day of employment.


 


Your starting annualized base salary will be $150,000
paid semi-monthly.  In addition to your
base salary, you will be eligible to earn an annual performance bonus of up to
100% of your base salary, based two-thirds on achievement of bookings goals
and  one-third based on achieving
company EPS targets and individual objectives set by the CEO.  For the remainder of FY2002, your bonus will
be pro-rated against the actual salary paid and will be based on the
accomplishment of individual objectives set by the CEO during your first week
of employment.  Your bonus, at the
target amount, will be guaranteed for the remainder of the current fiscal
quarter and the quarter ending June 30, 2002.


 


In addition to the above compensation you will be
granted an option to purchase 225,000 shares of the Company’s common stock
under the Company’s 2000 Equity Participation Plan.  The options will vest over four (4) years beginning on your date
of hire with the first 25% vesting on the twelve month anniversary of your date
of hire and 2.0833% of the remaining shares vesting on each of the next 36
monthly anniversary dates.  You will
receive the grant on the day you start with the company and the exercise price
will be the Nasdaq closing price the day before the grant.  Other details of the 2000 Equity Plan will
be reviewed with you in your orientation on your first day of regular
employment.


 


 


 

















 


 


For
the near-term, you will not be required to relocate to Sunnyvale because of the
need for you to spend considerable time traveling to visit customers, other
Vicinity offices and regional sales representatives.  We will review this temporary arrangement at least quarterly over
the next twelve months to determine if it is in the best interests of the
Company to have you work in Sunnyvale.


 


This letter does not constitute a guarantee of employment or a contract, and either you or the Company
may terminate your employment with Vicinity Corporation at any time and for any
reason.  This offer supersedes all prior
offers, both verbal and written, and is valid through April 12, 2002.


 


Dan, we are very pleased to offer you this position, and I
am sure that you will play a key role in the future of Vicinity Corporation.  Please
confirm your acceptance of the offer by signing one copy of this letter
and returning it to me.


 


 


 


Cordially,


 


 


	
   

  	
   

  
	
  /s/ CHARLES W. BERGER

  	
   

  
	
  Charles W. Berger

  	
   

  
	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  



 


 


I have read and accept the above offer:


 


 


 


	
  /s/ J. DANIEL SHAVER

  	
   

  
	
  J. Daniel Shaver

  	
   

  



 


 


 


cc:           Human Resources