Exhibit
10.37


 





 


 


GRIC Communications, Inc.


1421 McCarthy Blvd.


Milpitas, CA 
95035


 


 


August 7, 2003


 


Rob Fuggetta


2884 Roland Avenue


San Carlos,
CA  94070


 


Dear Rob:


 


It is our pleasure
to offer you employment with GRIC Communications, Inc. (“GRIC”), in the
position of Senior Vice President, Worldwide Marketing, reporting to the Chief
Executive Officer, at a semi-monthly base salary of  $7,500.00, which is equivalent to $180,000.00 per year, and is
subject to annual review.  We understand
you are available to begin employment with GRIC on August 8, 2003.


 


You will also be
eligible for an annualized target incentive bonus equal to 40% of your base
salary.  This bonus will be payable
annually in accordance with GRIC’s then current incentive bonus program and
will be based partially on the achievement of agreed performance objectives
(established by your manager) and partially on the attainment of corporate
objectives.


 


In addition, you
will be eligible for a one-time special bonus of up to $15,000.00 based on
achievement of a special set of initial objectives by December 31, 2003
(“2003 Bonus”).  You and your manager
will mutually agree upon the 2003 Bonus objectives by no later than
August 15, 2003.


 


After your
acceptance of this offer, we will recommend to the Board of Directors that you
be granted an option to purchase up to 150,000 shares of GRIC’s common stock,
at an exercise price equal to the closing price of GRIC Communications, Inc.
common stock on the Nasdaq National Market on the date of grant.  This option would be subject to the
Company’s standard vesting schedule (20% after ten months and 2% per month
thereafter) and vesting would commence on your date of employment.


 


In the event of an
acquisition or merger of GRIC involving a change of control that occurs within
the first year of your employment, if GRIC or its successor elects to terminate
your employment as Senior Vice President, Worldwide Marketing, without cause,
within one (1) year after the effective date of such change of control, then the
option vesting described above shall be accelerated so that fifty percent (50%)
of the number of unvested options shall become vested automatically on the date
of such termination.


 

















 


Rob Fuggetta
Confidential Offer Letter


August 7, 2003


Page 2


 


 


GRIC may terminate
your employment at any time without cause. 
If GRIC terminates your employment without cause, GRIC will provide a
severance payment equivalent to three (3) months’ base salary, payable in
accordance with GRIC’s normal payroll policies.  Additionally, GRIC will provide you with reimbursement of up to
three (3) months of COBRA insurance coverage.  Such insurance reimbursement will be provided for up to three
(3) months unless you obtain comparable benefits from any third
party.  Such benefits are separate from
your then-existing COBRA rights and extend to GRIC-related insurance benefits
at your cost for an additional period of time.


 


GRIC may also
terminate your employment for cause in its sole discretion. For the purpose of
this Offer of Employment, “cause” shall be defined as:


 


1.               Failure to continually and substantially
perform the reasonably assigned responsibilities of the position in an
acceptable manner, gross negligence, gross misconduct, habitual neglect of
duties, criminal acts, violation of any state or federal securities laws,
commission of a felony involving fraud or dishonesty, violation of written
lawful policies or written instructions of the Board of Directors, or
commencement of employment or any other business arrangements with another
employer while you are an employee of GRIC.


 


2.               Your death, or your total disability
lasting more than 90 days.


 


If GRIC terminates
your employment with cause, GRIC will provide you with a severance payment
equivalent to six (6) weeks’ base salary, payable in accordance with GRIC’s
normal payroll policies.  However, if
the cause for termination relates to a violation by you of state or federal
law, then you will receive no severance payment from GRIC.


 


Additionally,
unless the cause for termination relates to violation by you of state or
federal law, GRIC will provide you with reimbursement of up to one (1) month of
COBRA insurance coverage.  Such
insurance reimbursement will be provided for up to one (1) month unless you
obtain comparable benefits from any third party.  Such benefits are separate from your then-existing COBRA rights
and extend to GRIC-related insurance benefits at your cost for an additional
period of time.


 


Paydays are twice
monthly, on the 15th and the last working day of each month.  You will be eligible to participate in the
full range of employee benefits, including medical, dental, vision, life,
accidental death and dismemberment, disability, 401(k), employee stock
purchase, and paid time off plans. 
Coverage is available under the terms of the insurance, 401(k), and paid
time off plans on your first day of active employment.   You will be provided with the related
policies and procedures that explain these benefits.


 


Employment with GRIC
is contingent upon meeting GRIC’s requirements, which include completing all
necessary work related forms, producing applicable documents as required by the
Immigration Reform and Control Act of 1986 and other such documents.  Failure to comply will result in the
rescinding of our offer of employment.


 


This letter is not
intended to confer contractual rights of any kind upon any employee, or to
create contractual obligations of any kind on the part of GRIC.  The relationship of GRIC with all of its employees
is on an “at will” basis.  While we
expect that the relations between you and GRIC will be rewarding and mutually
beneficial, either GRIC or you may terminate the employment relationship at any
time with or without notice and for any reason or for no reason.


 


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 


 

















 


Rob Fuggetta
Confidential Offer Letter


August 7, 2003


Page 3


 


 


maintain the
confidentiality of information that you are obligated to protect.  By
accepting employment with GRIC, you agree not to use or disclose proprietary
information or trade secrets from any previous employer in the course of performing
your duties for GRIC under any circumstances.  You must not keep any items
or materials related to your former employer or use such materials during your
employment with GRIC.  If you have any questions regarding what
constitutes such information, GRIC encourages you to contact your former
employer.


 


By accepting
employment with GRIC, you agree to be bound by its policies and procedures,
including GRIC’s Employee Invention Assignment and Confidentiality Agreement,
which you will be asked to sign on or before your first day of work at
GRIC.  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 in this
letter.


 


Welcome to
GRIC!  Please sign below to indicate
your acceptance, and return this letter to me as soon as possible.  Otherwise, this offer will expire on
July 31, 2003.


 


 


	
  Sincerely,

  	
   

  	
  Accepted:

  
	
   

  	
   

  	
   

  
	
  /s/ DAVID L.
  TEICHMANN

  	
   

  	
  /s/ ROB FUGGETTA

  
	
   

  	
   

  	
   

  
	
  David L.
  Teichmann

  	
   

  	
  Rob Fuggetta

  
	
  Senior Vice
  President, General Counsel and Secretary

  	
   

  	
  Anticipated
  start date: August 8, 2003