exv10w18



 





Exhibit 10.18









August 28, 2007




James Larson




Dear James:




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




	 	1.	 	Position. Your position will be VP, Global Enterprise Sales, reporting to the
CEO, Lars Dalgaard. You will work out of our office located in San Mateo, CA. By signing
this letter, you confirm that you are under no contractual or other legal obligations that
would prohibit you from accepting employment and performing your duties with the Company.
	 
	 	2.	 	Compensation. Your annual on-target earnings will be $550,000, split between
base and incentive compensation. Your annual base salary will be $300,000, less payroll
deductions and all required withholdings. You will be paid your base salary in accordance
with the Company’s regular payroll policy. You also will be eligible for a performance
bonus of $250,000 upon reaching certain mutually established goals set by you and the
Company. The Company may modify compensation from time to time as it deems necessary.
	 
	 	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 750,000 (SEVEN HUNDRED FIFTY THOUSAND) shares of Common Stock of the Company
at the then current fair market value 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, fifteen (15) 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. The Company may modify benefits from time to time as it deems
necessary.
	 
	 	5.	 	Compliance with Company 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 agree to abide by the Company’s Employee Handbook. Your
acceptance of this offer and commencement of employment with the Company are contingent
upon your 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 contrary verbal, written or implied representations
which may have been made to you are superseded by this





/s/ JL      Initials of Employee




 









 











	 	 	 	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”), in addition to your normal vesting, 50% of your then unvested
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 the Change of
Control, or you terminate your employment with the Company or a successor company within 12
months of the Change of Control for Good Reason (as defined below), then you will receive a
full vesting of all then unvested 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 combined 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.	 	Severance. If terminated without cause in the first year, subject to your
execution of a customary release of claims, you will be offered severance of 6 months
salary plus 6 months of accelerated vesting. If terminated without cause after the first
year, subject to your execution of a customary release of claims, you will be offered
severance of 6 months salary plus 3 months of accelerated vesting.





/s/ JL      Initials of Employee




 









 










     This letter, together with the Proprietary Information and Inventions Agreement, sets forth
the terms of your employment with the Company and supersedes 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.
This offer expires at the close of business on August 31, 2007. In addition, this offer is
contingent on the results of a standard background check.



Very truly yours,




 /s/ Lars Dalgaard          

Lars Dalgaard

SuccessFactors, Inc.




ACCEPTED AND AGREED:




James Larson




	 	 	 
	/s/ James Larson
	 	 
	 

Signature

	 	 
	 
	 	 
	August 28, 2007
	 	 
	 

Date

	 	 
	 
	 	 
	September 10, 2007
	 	 
	 

Anticipated Start Date

	 	 






Attachment: Proprietary Information and Inventions Agreement




/s/ JL      Initials of Employee