Exhibit 10.2


 





 


GoRemote Internet Communications, Inc.
1421 McCarthy Blvd.

Milpitas, CA  95035


 


Confidential Fax: (408) 435-8687


 


 


Personal and Confidential


 


 


July 29, 2004


 


 


Mr. Tom Thimot


21 Briggs Street


Salem, MA 01970


 


 


Dear Tom:


 


I am pleased to
offer you the position of President and Chief Executive Officer of GoRemote
Internet Communications, Inc. (“GoRemote” or “the Company”).  The terms and conditions of this offer are
stated below:


 


Responsibility:  You will be responsible for all of the
day-to-day operations of the Company. 
You will be responsible for meeting or exceeding the Company’s goals on
a quarterly and annual basis, as established from time to time by the Board of
Directors.


 


Reporting:  You will report to the Chairman of the Board
of Directors.


 


Base Salary:  You will be paid a base salary of
$275,000.00 per annum, payable semi-monthly.  
Your base salary will increase to $300,000 per annum after the Company
achieves one fiscal quarter of positive income before taxes measured on a GAAP basis,
but excluding non-cash amortization charges (“Adjusted Income”) and to $350,000
per annum after the Company achieves two fiscal quarters of positive Adjusted
Income.


 


Performance
Bonus: You will participate in the Company’s Corporate
Bonus Plan that is approved by the Board of Directors.  Your target bonus under the Corporate Bonus
Program will be sixty percent of your base salary.  In no event will you be eligible for bonus
payouts until the Company achieves one full quarter of positive Adjusted Income.


 
















 


Performance and Salary Reviews:  Performance/salary reviews are conducted in
January on an annual basis.


 


Employee Stock Option Grants:
Youwill be granted an incentive stock
option subject to Board approval for the purchase of one million two hundred
thousand (1,200,000) shares of the Company’s common stock.  A recommendation will be made to the
Company’s Board to grant this option at its July 29, 2004 meeting at the
closing price of the Company’s common stock on The Nasdaq National Market and
subject to the following forty-eight month vesting schedule (12.5% cliff
vest after 6 months and the balance vesting ratably on a monthly basis over the
following 42 months), with vesting starting as of your first day of employment
by the Company.


 


Change of Control:  In the event of a “Change of Control” (as
defined herein) during your employment as President and Chief Executive Officer
Officer, 50% of your then unvested options will be vested immediately upon the
effective date of the Change of Control, without regard to satisfaction of the
conditions to vesting that would otherwise apply.  For purposes of this paragraph, a “Change of
Control” means (a) a merger or consolidation in which the Company is not
the surviving corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a different
jurisdiction, or other transaction in which there is no substantial change in
the stockholders of the Company or their relative stock holdings and stock
options granted under the Company’s 1999 Equity Incentive Plan are assumed,
converted or replaced by the successor corporation, which assumption will be
binding on all employees receiving such options), (b) a merger in which the
Company is the surviving corporation but after which the stockholders of the
Company immediately prior to such merger (other than any stockholder that
merges, or which owns or controls another corporation that merges, with the
Company in such merger) cease to own a majority of the shares or other equity
interest in the Company or its parent, (c) the sale of substantially all of the
assets of the Company, or (d) the acquisition, sale, or transfer of more than
50% of the outstanding shares of the Company by tender offer or similar
transaction.


 


Relocation Expenses:  The Company shall either directly pay or
reimburse you for the following expenses, not to exceed $100,000 in total
before applicable gross-up (as limited below): (a) up to six (6) months of rent
for a reasonable executive home in the San Francisco Bay area, (b) round trip
economy class air fare between Boston and San Francisco/San Jose at a
reasonable frequency for up to three (3) months, (c) reasonable moving
expenses, (d) standard brokerage commissions incurred as a result of the sale
of your principal residence in Massachusetts, 
and (e) one level of gross-up on such costs to the extent they are
required to be recognized by you as personal taxable income under the Internal
Revenue Code.


 


Employee Benefits:  As an employee of GoRemote, you will receive
benefits in accordance with the GoRemote employee benefits plans, as may be
amended from time to time.  The current
benefit package includes a choice of medical plans, as well as dental, life,
disability and accidental dismemberment insurance.


 


GoRemote 401(k) Plan:
As a full-time employee of GoRemote, you may, if you wish, enroll in the
Company’s 401(k) Plan at the next or a subsequent Plan entry date.  You will be provided with a full description
of the Plan as well as your contribution and investment options.


 


Terms of Employment:  Your employment
will be considered “at will” and will continue for an indefinite term.  Employment at will means that either you or
the Company may terminate the employment relationship at any time for any reason,
with or without cause.


 


Termination of Employment without Cause:  The Company may
terminate your employment at any time without cause. If the Company terminates
your employment without cause, the Company will provide you a severance payment
equivalent to six months’ base salary, payable monthly in accordance with the
Company’s normal payroll policies.


 


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Additionally, the Company will provide you with reimbursement of up to
six (6) months of COBRA insurance coverage. 
Such insurance reimbursement will be provided for up to six (6) months
unless comparable benefits are otherwise provided to you by a third party.  You may also have additional COBRA rights to
extend GoRemote-related insurance benefits at your cost for an additional
period of time.


 


The Company may, also, terminate your employment for cause in its sole
discretion.  For the purposes of this
Offer of Employment, unless otherwise noted, “cause” shall mean the occurrence
of any one or more of the following: (a) you shall have been convicted of, or
shall have pleaded guilty or nolo contendere to, any felony; (b) you shall have
intentionally committed any fraud, embezzlement, misappropriation of funds,
breach of fiduciary duty or other act of dishonesty against the Company; or (c)
you shall have willfully and continually failed to substantially perform your
reasonable assigned duties (other than any such failure resulting from
incapacity due to physical or mental illness) or adhere to the Company’s
written policies that have been disclosed to you, which failure is not cured
within thirty (30) days after a written demand for substantial performance,
describing such failure in reasonable detail, is received by you from the
Company.


 


Termination of Employment with Cause.  If the Company terminates your employment
with cause, then you will receive no severance payment from the Company.


 


Release:  Payment of any severance payments set forth in
this letter is expressly conditional upon receipt by the Company of its then
current standard form of release and waiver of claims.


 


Confidentiality:  This offer is being extended to you solely
based on your skill, experience, education and our view of your potential for
success here.  This offer is not being made in order to acquire
confidential or proprietary information or trade secrets from any previous
employer that you may have come to possess.  Consequently, we must
instruct you to abide by any contractual or legal obligations that you have to
maintain the confidentiality of information that you are obligated to
protect.  By accepting employment with GoRemote, you agree not to use or
disclose proprietary information or trade secrets from any previous employer in
the course of performing your duties for GoRemote under any
circumstances.  You must not keep any items or materials related to your
former employer or use such materials during your employment with
GoRemote.  If you have any questions regarding what constitutes such
information, GoRemote encourages you to contact your former employer.


 


By accepting employment
with GoRemote, you agree to be bound by its policies and procedures, including
the GoRemote Code of Business Conduct and Ethics and GoRemote’s Employee
Invention Assignment and Confidentiality Agreement, which you will be asked to
sign on or before your first day of work at GoRemote.  This offer is the entire initial basic
agreement relating to your position, compensation, reporting relationship and
employee benefits.  By signing below, you
acknowledge that you have not been induced to accept employment by any
representations or statements, oral or written, not contained herein.


 


Start Date:   Your employment with GoRemote will commence
on or before July 29, 2004.


 


If you agree with the terms stated in this letter, please sign and
return the attached Acceptance and Acknowledgement.  This offer will expire at 6:00 p.m. on
July 29, 2004.


 


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Tom, the entire GoRemote team looks forward to a long and mutually
prosperous relationship with you.   We
are confident that you will have a significant and positive impact on the
future growth and success of GoRemote.


 


 


Sincerely,


 


/s/ DAVID L. TEICHMANN


 


David L. Teichmann


Senior Vice President, General Counsel and Secretary


 


	
  Enclosure:

  	
  Employee Invention Assignment
  and Confidentiality Agreement

  
	
   

  	
   

  
	
  Copy:

  	
  Dr. Hong Chen, Chairman of the Board

  
	
   

  	
  Roderick C. McGeary, Chairman of the Compensation Committee

  
			



 


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Acceptance and Acknowledgment


 


 


I have read, understand, and accept the foregoing terms of employment
at GoRemote Internet Communications, Inc. and will start work no later than
July 29, 2004.  I certify that, as
of July 29, 2004, I have submitted my resignation to Netegrity, Inc. as
its Vice President and that I am otherwise not employed by, on the payroll of,
or compensated by any other company, or on the Board of Directors of any other
company.  I will provide a written
request to the Board seeking its approval of prospective new Board positions
prior to entering into new Board-level commitments.


 


I understand that you do not wish me to bring any confidential or
proprietary material of any former employer or to violate any lawful obligation
to my former employers.


 


I understand that my employment is contingent on my providing
appropriate legal proof of eligibility to be employed in the United States as
well as signing the Company’s customary Employee Invention Assignment and
Confidentiality Agreement and acknowledging my agreement to abide by the
Company’s Code of Business Conduct and Ethics, both of which are attached.


 


I have indicated my anticipated start date below.


 


 


	
  Signed:

  	
  /s/ TOM THIMOT

  	
   

  	
  Anticipated Start Date: July 29, 2004

  
	
   

  	
  Tom Thimot

  	
   

  
	
   

  	
   

  	
   

  
	
  Date Signed:

  	
  July 29, 2004

  	
   

  
					



 


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