exv10w19






Exhibit 10.19





	 	 	 
	

	 	5 Results Way
	 	Cupertino, CA 95014
	 	t 408.864.2600
	 	f 408.342.1613
	 	www.arcsight.com






May 6, 2007




Reed Henry




Dear Reed:




     This letter will serve as an offer of employment to you with ArcSight, Inc. (“ArcSight” or
“Company”) as ArcSight’s Senior Vice President, Marketing. You will work in this capacity on a
full-time basis, giving your best efforts to the performance of your duties.



     In this position, your salary will be $20,833 per month, earned and paid semi-monthly.
Additionally you will be eligible to receive up to 35% of annual base salary in the form of an
annual bonus (prorated from date of hire). This will be paid if both you and the Company achieve
certain milestones. These milestones will be communicated to you shortly after you join ArcSight.



     In addition, subject to approval of the Company’s Board of Directors or its Compensation
Committee you will be granted an option to acquire 603,938 shares of the Company’s Common Stock at
an exercise price equal to the fair market value of the shares on the date the option is granted.
You will vest in 25% of the option shares after 12 months of continuous service, and the balance
will vest in equal monthly installments over the next 36 months of continuous service, as described
in your Stock Option Agreement.



     If you are terminated without Cause (as defined in your Stock Option Agreement) within the
first year of employment then the Company will pay you severance pay equal to (1) six (6) months
base salary and (2) six (6) months of COBRA premium reimbursement should you elect COBRA. Your
severance pay will be at the rate of your base salary in effect at the time of the termination of
your employment and in accordance with the Company’s standard payroll procedures. However, this
paragraph 4 will not apply unless you (i) sign a general release of claims (in a form prescribed by
the Company,) and (ii) have returned all Company property.



     If the Company is subject to a Change in Control (as defined in the 2002 Stock Plan) before
your service with the Company terminates and you are subject to an Involuntary Termination (as
defined in your Stock Option Agreement) within twelve (12) months after that Change in Control,
then you shall become vested in an additional 50% of the unvested option shares as of your
termination date. Additionally the Company will also pay you severance pay equal to (1) three (3)
months base salary and (2) three (3) months of COBRA premium reimbursements should you elect COBRA.
However, this paragraph 5 will not apply unless you (i) sign a general release of claims (in a
form prescribed by the Company,) and (ii) have returned all Company property.



     As an employee, you will be eligible to participate in health and welfare benefits in
accordance with ArcSight’s standard plan. In addition, you will accrue up to three (3) weeks
(15 business days) of vacation per year pursuant to ArcSight’s vacation policy.



 









 





Mr. Reed Henry

Page 2

May 6, 2007




     You are required to follow ArcSight’s policies and practices. You will also have access to
certain of ArcSight’s trade secrets, staff, customers, and confidential and proprietary
information. Accordingly, we ask that you sign the attached Proprietary Information and Inventions
agreements.



     While you render services to the Company, you agree that you will not engage in, without the
prior written consent of the Company, any (1) other employment, or (2) consulting or other business
activity that (a) relates to the Business security software industry or any other industry that
competes with the Company’s products and services or (b) materially affects the performance of your
duties for the Company. While you render services to the Company, you also will not assist any
person or entity in competing with the Company, in preparing to compete with the Company or in
hiring any employees or consultants of the Company.





     Please understand that your employment at ArcSight is for no specified period of time. It is
an at-will employment relationship, and either you or ArcSight may terminate the relationship at
any time, for any reason, with or without cause. This paragraph is intended to be
the complete and exclusive statement regarding the circumstances under which your employment may be
terminated. It supersedes any prior agreement or representation. If any term of this paragraph
conflicts with any practice or policy of ArcSight, now or in the future, the terms of this
paragraph will control. The terms of this paragraph may not be changed except by written agreement
signed by you and the President of ArcSight.



     This offer is contingent upon your completion and execution of all employment documents, as
well as your ability to provide proof of identification and authorization to work in the United
States (within three business days of your start date) and upon the completion and acceptance of
all information related to your references and background check, even if this information is not
known until after your employment commences.



     Finally, this offer letter sets forth all the material terms of your employment. By signing
it, and thereby accepting employment at ArcSight, you acknowledge that you have not relied upon any
other written or oral statements concerning the terms of your employment.



     Please indicate your agreement with the terms of this letter by signing and dating one (1)
copy each of both the enclosed offer letter and the enclosed Proprietary Information and Inventions
Agreements and returning them to me.



     We look forward to having you on board!



	 	 	 	 	 
	 	Sincerely,

 	 
	 	/s/ Tom Reilly
 	 
	 	Tom Reilly 	 
	 	Chief Operating Officer


ArcSight, Inc. 	 
	 



I, Reed Henry, accept this offer:




/s/ Reed Henry                                        




Dated:  5/6/07




 









 





ArcSight, Inc.

Amendment to Employment Offer Letter




October 23, 2007




Reed Henry

ArcSight, Inc.

5 Results Way

Cupertino, CA 95014




Re: Amendment to Employment Offer Letter




Dear Mr. Henry:



Reference is made to the Employment Offer Letter between ArcSight, Inc. (“ArcSight” or the
“Company”) and you, dated May 6, 2007, including all agreements and acknowledgements attached
thereto (your “Offer Letter”). ArcSight and you desire to amend your Offer Letter to minimize
potential tax liabilities under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”). Effective as of the date set forth above, ArcSight and you hereby amend your Offer Letter
as set forth in this letter of amendment (the “Amendment”). Terms not otherwise defined in this
Amendment shall have the meaning given to them in your Offer Letter.



The following provisions shall be added to your Offer Letter:






“In order to have a valid Involuntary Termination, you must (i) notify the Company
in writing not later than 90 days from the date of the initial event giving rise to
the Involuntary Termination and specify the specific basis for your belief that your
employment has been Involuntarily Terminated, (ii) provide the Company with at least
30 days to remedy such event constituting the Involuntary Termination and (iii)
terminate employment with the Company within 7 days following the Company’s failure
to cure.”




“To the extent (i) any payments to which you become entitled under this offer
letter, or any agreement or plan referenced herein, in connection with your
termination of employment with the Company constitute deferred compensation subject
to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
(ii) you are deemed at the time of such termination of employment to be a
“specified” employee under Section 409A of the Code, then such payment or payment
shall not be made or commence until the earliest of (i) the expiration of
the six (6)-month period measured from the date of your “separation from service”
(as such term is at the time defined in Treasury Regulations under Section 409A of
the Code) with the Company; (ii) the date you become “disabled” (as defined in
Section 409A of the Code); or (iii) the date of your death following such separation
from service; provided, however, that such deferral shall only be
effected to the extent required to avoid adverse tax treatment to you, including
(without limitation) the additional twenty percent (20%) tax for which you would
otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such
deferral. Upon the expiration of the applicable deferral period, any payments which
would have otherwise been made during that period (whether in a single sum or in
installments) in the absence of



 









 







this paragraph (together with accrued interest
thereon) shall be paid to you or your beneficiary in one lump sum. Notwithstanding
the foregoing, in the event any amounts payable to you upon your separation from
service with the Company exceed the amounts set forth in Section
1.409A-1(b)(9)(iii)(A) and are not payable within the time set forth in Section
1.409A-1(b)(9)(iii)(B), then such amount shall be payable in a lump-sum payment not
later than the time period provided for in Section 1.409A-1(b)(4)(i).


Except as set forth above, your Offer Letter shall remain in full force and effect in all other
respects, and this Amendment does not supersede any of the other the terms of your Offer Letter.
This Amendment and your Offer Letter will be the entire agreement relating to your employment with
ArcSight.




	 	 	 	 	 
	 	Sincerely,



ArcSight, Inc.

 	 
	 	By:  	/s/ Trâm Phi
 	 
	 	 	Trâm Phi 	 
	 	 	Vice President, General Counsel 	 
	 


I accept the terms and conditions as set forth in this Amendment. I acknowledge and agree that
this Amendment amends my Offer Letter only to the extent as set forth herein and that my Offer
Letter in all other respects remains in full force and effect.




	 	 	 	 	 
	 	 	 
	Date: 11/13/07 	/s/ Reed Henry
 	 
	 	Reed Henry