EX-10.6



 Exhibit 10.6 
  

 
 



 
 Revised and Final 

Ofer Ben-David 
 [Redacted] 

 

	Re:	Employment Terms 

 Dear Ofer, 

Jive Software (the “Company”) is pleased to offer you the position of EVP Engineering on the following terms: 

Your base compensation will be $27,083.33 per month, which is equal to $325,000 annually, less payroll deductions and all required withholdings. In addition,
you are eligible for a bonus up to $162,500 (50%) per year. Your bonus will be paid according to the terms and conditions of our executive bonus plan pursuant to metrics established by the Compensation Committee of our Board of Directors. You
will also receive a signing bonus of $50,000 less payroll deductions and all required withholdings, to be paid after your first 30 days of full time employment. In the event that you elect to voluntarily resign your position due to circumstances
within your control within the first twelve (12) months of employment, you agree to repay the bonus amount on a pro-rated basis. 
 Subject to Board
approval, you will be granted an option (the “Option”) to purchase 100,000 shares of the Company’s Common Stock at the fair market value price as of the day of grant and will vest
1/48th of the grant monthly, commencing on the one-month anniversary of your start date. Also, subject to Board approval, you will be granted 350,000 restricted stock units. The grant of
restricted stock units will vest quarterly over a four (4) year period. The Option and Restricted Stock Units will be issued pursuant to the Company’s Stock Incentive Plan and standard form of stock option agreement, copies of which will
be provided to you separately. 
 In addition to the terms of this letter, you will be provided the benefits set forth in the attached Change of Control and
Retention Agreement. 
 All of your responsibilities and actions will at all times be subject to the appropriate approval of the CEO and the Board of
Directors of the Company (the “Board”), and you will be reporting directly to Elisa Steele, President. Unless you are required to travel on behalf of the Company, you will work at our Palo Alto office. The Company may, in its discretion,
change your position, duties, and work location from time to time as it deems necessary, although all efforts will be made to consult with you first. 
 You
will be paid semi-monthly and you will be eligible for the standard Company benefits, which currently includes the following: medical insurance, dental insurance, life insurance, FlexTime, 401(k), and paid holidays. The standard Company benefits
offerings may, at the Company’s discretion, be changed from time to time. Details about the current benefit plans are available for your review. 

This offer is contingent on the satisfactory completion of your reference and background check, including verification of any employment references you have
provided and your legal entitlement to work in the United States. If the Company is unable to obtain such verification following reasonable efforts to do so, your employment will be terminated immediately. 

JIVESOFTWARE 325 Lytton Ave Suite 200, Palo Alto, CA 94301 
 o.
1.650.319.1920    f. 1.650.319.0796     www.jivesoftware.com 







 



 
 As a Company employee, you will be expected to abide by Company rules and policies, which will be communicated to you by
the Company, and may be modified from time to time with notice at the Company’s discretion. 
 You will be employed as an “at-will employee”
of the Company, which means that you or the Company may terminate your employment at any time for any reason or no reason, with or without cause, and with or without advance notice. This at-will employment arrangement cannot be modified in any way
except by a writing signed by you and the Company’s Executive Officer. 
 As a condition of your employment, you will be required to sign and return
the Employee Proprietary Information and Inventions Agreement enclosed with this letter on your first day of employment. 
 Please sign and date this
letter, and return via email to me at vicki.ryan@jivesoftware.com by November 14, 2014 if you wish to accept employment at the Company under the terms described above. If you accept our offer, we would like you to start on a mutually agreed
upon date with your manager. 
 We look forward to your favorable reply and to a productive and enjoyable work relationship. 

 

	
	Sincerely,
	
	




	  
 Vicki Ryan, Chief People
Officer

	
	Accepted:
	
	 /s/ Ofer Ben-David

	Ofer Ben-David
	
	 11/19/2014

	Date

 Attachment: Employee Proprietary Information and Inventions Agreement 

JIVESOFTWARE 325 Lytton Ave Suite 200, Palo Alto, CA 94301 
 o.
1.650.319.1920     f. 1.650.319.0796     www.jivesoftware.com