Offer Letter with Ken Hale



 Exhibit 10.4 
 July 9, 2004 
 Mr. Kenneth W. Hale 
 26
Whitehall Lane 
 Reading, Massachusetts 01867 
 Dear Ken:

 GlassHouse Technologies, Inc. (GlassHouse) is excited to make you this offer of employment. This letter outlines your role, your compensation and benefits,
as well as the overall terms of employment. If required, GlassHouse will assist you in processing the necessary applications/petitions to receive the appropriate employment authorization from the U.S. Bureau of Citizenship and Immigration Services
(BCIS). In this situation, this offer is contingent upon approval of such work authorization from the BCIS. 
 Your Role 
 We are pleased to offer you the position of Chief Financial Officer, in our Framingham office and reporting to Mark Shirman. Your targeted start date will be
August 2, 2004. As expected, the content of your role may change over time based on company needs, your capabilities, and your professional interests. 
 Compensation and Benefits 
 The following outlines the terms of our employment offer, which includes compensation in the form of a base
salary, performance bonus, equity programs, and a range of other benefits: 
  

	1.	Base salary: Your base salary will be $185,000 per annum, paid on a semi-monthly basis. Your salary will be reviewed on or about your employment anniversary and
approximately each year thereafter. Annually, GlassHouse reviews its compensation programs against the external market and internal parity. Salary adjustments are based on a combination of company performance and individual growth.


  

	2.	Annual performance bonus: You will also be eligible to earn an annual bonus consistent with your peers on the management team. Bonuses are discretionary and subject to the
approval of the Board of Directors. 








 Equity: As an employee, you will be entitled to build equity in GlassHouse in several ways: 
  

	 	•	 	 New hire stock option award: We will grant you 415,000 options for shares of the common stock of the Company, under the Company’s 2001 common
stock option plan, based on approval from the Board of Directors. The exercise price of your options will be set at the first Board of Director’s meeting after you start. These options will be subject to the Company’s executive vesting
schedule (reverse vesting; exercisable at any time; 25% vested after one year, calendar quarterly vesting thereafter). 


  

	 	•	 	 Long-term stock option award programs: You will have the opportunity, subject to Board approval, to participate in other stock option programs, designed to
award incremental stock options to employees based on your contributions to GlassHouse’s core values over the course of your career with GlassHouse. 


  

	3.	Vacation: Upon joining GlassHouse, you will be entitled to three weeks of vacation per year, which accrues at a rate of one week for every four months worked plus time off
for major national holidays designated by the Company. 

  

	4.	Business expenses: During your employment with GlassHouse, the Company will reimburse you for reasonable business expenses in accordance with the Company’s policies.


  

	5.	Company benefits programs: You will be eligible to participate in the Company benefits programs, which currently include a range of training, health care, family insurance,
and retirement (401K) programs. The details of these employee benefits will be explained upon commencement of your employment with the Company. 

 GlassHouse reserves the right to amend, modify or terminate any benefits program, at its sole discretion, from time to time as it deems necessary. 
 Terms of Employment 
 While an employee of GlassHouse you will have the opportunity to work on a variety of internal and external projects in
multiple locations. As a GlassHouse employee, we encourage you to understand and conduct all business in accordance with the Company’s basic principles as outlined in the Employee Handbook. 
 As a condition of your offer of employment, you are required to sign the attached Employee Agreement. As required by law, this offer is subject to your submission of an
I-9 form and satisfactory documentation respecting your identification and right to work in the United States along with satisfactory references. This information is required no later than three (3) days after your employment begins.








 You should be aware that your employment with the Company constitutes “at-will” employment. This means that
your employment relationship with the Company may be terminated at any time with or without notice, with or without good cause or for any or no cause, at either party’s option. You understand and agree that neither your job performance nor
promotions, commendations, bonuses or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication or otherwise, of your employment with the Company. We request that, in the event
of resignation, you give the company at least two weeks notice. You agree that, during the term of your employment with the Company, you will not engage in any other employment, occupation, consulting or other business activity directly 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 other activities that conflict with your obligations to the Company. 
 In accepting this offer, you are representing to us that (a) you are not a party to any employment agreement or other contract or arrangement which prohibits your
full-time employment with the Company, (b) you do not know of any conflict which would restrict your employment with the Company and (c) you have not and will not bring with you to your employment with the Company any documents, records or
other confidential information belonging to former employers. We ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the
Company or limit the manner in which you may be employed. 
 This letter, the documents incorporated herein by reference, represent the entire agreement and
understanding between you and the Company concerning your employment relationship with the Company, and supersede in their entirety any and all prior agreements and understandings concerning your employment relationship with the Company, whether
written or oral. The terms of this letter may only be amended, canceled or discharged in writing signed by you and the Company. 
 If you wish to accept
employment at GlassHouse under the terms set out above, please sign and date this letter, and return it to me no later than July 23, 2004. 
 Ken, we are all very excited to have you join GlassHouse. On behalf of the entire team, we look truly forward to your favorable reply! 
  

					
	Sincerely,	 		 	
			
	 /s/ Ken Elmer
	 		 	
	Ken Elmer	 		 	
	Vice President – Human Resources	 		 	
			
	 /s/ Kenneth W. Hale
	 		 	July 22, 2004
	Kenneth W. Hale (Approved and Accepted)	 		 	Date