exv10w19



 





Exhibit 10.19









June 27, 2006




Julian K Ong




Dear Julian:




     On behalf of Success Acquisition Corporation, dba SuccessFactors, Inc. (the
“Company”), I am pleased to offer you employment with the Company on the terms set forth
below.




	 	1.	 	Position. You will start in a position as VP, General Counsel, Secretary
reporting to me, Lars Dalgaard, President and CEO. You will work out of our office located
in San Mateo, CA. By signing this letter, you confirm with the company that you are under
no contractual or other legal obligations that would prohibit you from performing your
duties with the Company.
	 
	 	2.	 	Compensation. You will be paid semi-monthly wages of $8,3333.33 which is
equivalent to $200,000 on an annualized basis, less payroll deductions and all required
withholdings. You will be paid your salary in accordance with the Company’s regular
payroll policy. The Company may modify compensation from time to time as it deems
necessary. You will be eligible for a 40% annual performance bonus upon reaching certain
mutually established goals set by you and the Company.
	 
	 	3.	 	Stock Option. We will recommend to the Board of Directors (the “Board”) of the
Company that, at the next Board meeting after your commencement date, you be granted an
incentive stock option (the “Option”) entitling you to purchase up to 200,000 (TWO HUNDRED
THOUSAND) shares of Common Stock of the Company at the then current fair market value price
as determined by the Board at that meeting. Subject to Board approval, The shares subject
to the Option shall vest pursuant to a four-year vesting schedule, which shall provide that
twenty-five percent (25%) of the shares subject to the Option shall become vested after you
complete one year of continuous full time service with the Company, and one forty-eighth
(1/48th) of the shares subject to the Option shall vest for each month of your
continuous full time service thereafter. Your Option shall be subject to the terms and
conditions of the Company’s Stock Option Plan and form of Stock Option Agreement which will
be distributed after the Board approves your Option.
	 
	 	4.	 	Benefits. You will also be entitled to receive the standard employee benefits
made available by the Company to its employees of your same level to the full extent of
your eligibility including, medical, dental and vision insurance, ten (10) days Paid Time
Off (“PTO”) and two (2) floating holidays annually. During your employment, you shall be
permitted, to the extent eligible, to participate in the Company’s Flexible Spending
Account plan and 401(k) plan or any other similar benefit plan of the Company that is
available to employees generally. Participation in any such plans shall be consistent with
your rate of compensation to the extent that compensation is a determinative factor with
respect to coverage under any such plan. Details about these benefits plans are available
for your review. Company may modify compensation and benefits from time to time as it
deems necessary.
	 
	 	5.	 	Compliance with Company’s Policies and Procedures. As a Company employee, you
will be expected to abide by the Company’s policies and procedures and acknowledge in
writing that you have read and Company’s Employee Handbook. Your acceptance of this offer
and commencement of employment with the Company is contingent upon the execution of the
Company’s Proprietary Information and Inventions Agreement, a copy of which is enclosed for
your review and execution prior to or on your Start Date.
	 
	 	6.	 	Employment Relationship. Your employment with the Company will be “at will”,
meaning that either you or the Company may terminate your employment at any time and for
any reason, with or without cause. Any





 /s/ JO Initials of Employee









 









 

















	 	 	 	contrary verbal, written or implied representations which may have been made to you are
superseded by this written offer. This is the full and complete agreement between you and
the Company with respect to the subject matters herein. 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 in an
express written agreement signed by you and the Company’s Chief Executive Officer.
	 
	 	7.	 	Dispute Resolution Procedure. As a condition of employment with the Company,
you will be required to sign and abide by the terms of the Company’s dispute resolution
procedure, which is incorporated into this offer letter by reference and found in the
Company’s Proprietary Information and Inventions Agreement.
	 
	 	8.	 	Proof of Right to Work. 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 (3) business days of your date of hire, or our employment relationship with you may
be terminated.
	 
	 	9.	 	Change of Control. In the event of a change of control transaction described in
sections 16.1(ii), 16.1(iii) or 16.1(iv) of the Company’s 2001 Stock Option Plan, (a
“Change of Control” ), 50% of your then unvested shares (the “Accelerated Shares”) shall
vest in equal monthly installments over the 12 months immediately after the consummation of
the Change of Control. In addition, in the event of a Change of Control and you are
involuntarily terminated without Cause (as defined in the Company’s 2001 Stock Option Plan)
by SuccessFactors or a successor company within 12 months of a Change of Control or you
terminate your employment with the Company or a successor company with 12 months of a Change
of Control for. Good Reason (as defined below), then you will receive a full vesting of all
then unvested Accelerated Shares as of your termination date. “Good Reason” means that you
elect to terminate your employment within 30 days
of the occurrence of one or more of the following events, provided you have also delivered
written notice to the Company 10 days prior to your resignation: (a) the material reduction,
without your consent, of the annual base salary you were paid at the time of the Change of
Control; (b) the material diminution or reduction, without your consent, of your authority,
duties or responsibilities within the SuccessFactors business; or (c) relocation of the
Company’s office at which you work to a location that is more than 50 miles from its current
location.
	 
	 	10.	 	Exceptional Signing Bonus. To offset significant in the money exercise-able
options, being vested in the next 3 months period SuccessFactors wants employee to give up
current firm, company offers $75,000 signing bonus.





 /s/ JO Initials of Employee









 









 
















     This letter, together with the Proprietary Information and Inventions Agreement, sets forth
the terms 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 by the Company and by you.



     We are all delighted to be able to extend you this offer and look forward to working with you.
To indicate your acceptance of the Company’s offer, please sign and date this letter in the space
provided below and return to Human Resources Director, Jennifer Boyd (via confidential fax 650 645
2099), along with a signed and dated copy of the Proprietary Information and Inventions Agreement.



     This offer expires at the close of business, June 27, 2006. In addition, this offer may be
contingent on the results of reference and/or background checks.



Very truly yours,




/s/ Lars Dalgaard          

Lars Dalgaard

President and CEO

SuccessFactors, Inc.




ACCEPTED AND AGREED:




Julian K Ong




	 	 	 
	/s/ Julian Ong
 


	 	 
	Signature
	 	 
	 
	 	 
	June 27, 2006
	 	 
	 

Date

	 	 
	 
	 	 
	August 1, 2006
	 	 
	 

Anticipated Start Date

	 	 






Attachment: Proprietary Information and Inventions Agreement




 /s/ JO Initials of Employee