exv10w10



 






EXHIBIT
10.10





June 6, 2007




Andrew McCleary Reynolds

65 Meadowbrook Circle

Sudbury, MA 01776




Dear Drew,



Art Technology Group is pleased to offer you the position of Senior Vice President, Corporate
Development reporting to Bob Burke, CEO. We are very excited to add your talent and experience
to ATG’s team.



The terms of the offer are as follows:





	 	•	 	A bi-weekly salary of $8,653.84 which equals $225,000.00 on an annualized basis.
	 
	 	•	 	The variable portion of your total compensation package is set at $100,000
annually, pro-rated for 2007. Shortly after you join us at ATG, you will be given a
set of goals, which will serve as the criteria for this incentive program.
	 
	 	•	 	In concert with this employment offer, you will be granted 125,000 options to
acquire ATG common stock at the fair market value at close of market, on your start
date. These options vest quarterly over 4 years, with cliff vesting for the
1st year. “Cliff Vesting” means that after 1 year from your start date,
your options will vest 25%. Thereafter, your options will vest quarterly for the
remaining 3 years.
	 
	 	•	 	You will also be granted 75,000 ATG RSUs. These RSUs will be time-based and will
vest 25% annually for each year of the 4 year vesting period, initiating on your
start date with ATG.




As a Senior Vice President and Officer of the company, you will receive a Change of Control
benefit equivalent to all members of Executive Committee. This benefit will be triggered in
the event of a change of control of more than 50% of ATG’s outstanding common shares.
Specifically, the benefit provides an acceleration of 50% of your unvested options and, if you
were to lose your position either through reduction in force, a significant relocation of your
site or a substantial reduction of the scope and responsibility within a year of the date of
change, you would receive a severance benefit of 6 months of base salary and health benefit
coverage.



ATG provides a competitive benefits package including: Blue Cross Blue Shield health, Delta
dental insurance, life insurance, short and long term disability, Flexible Spending Accounts
and three weeks paid vacation per calendar year. ATG offers a competitive 401k plan with
matching contributions, administered through Merrill Lynch. Enrollment details on this program
will be available during your orientation session on your first day with ATG.



As a condition of your commencing employment, ATG requires that you sign an Invention,
Non-Disclosure and Non-Solicitation Agreement. All employment at ATG is on an “at will” basis,
meaning that you or ATG can terminate the employment relationship at any time.



We look forward to you joining us, Drew, in this important role and continuing to grow ATG’s
strength in the eCommerce marketplace.



As acceptance of this offer, please sign and fax this letter back to me at 617-386-5190.




	 	 	 	 
	Sincerely,

	 	Agreed and Accepted:
	 
	 	 
	/s/ Patricia O’Neill

	 	/s/ Andrew McCleary Reynolds
	 

	 	 
	Patricia O’Neill

Senior Vice President, Human Resources

Art Technology Group Inc.

	 	Andrew McCleary Reynolds
	 
	 	 
	 

	 	July 23, 2007
	 

	 	 
	 

	 	Potential Start Date