exv10w9






Exhibit 10.9








1804 Embarcadero Road 

Palo Alto, CA 94303 

Tel: 650.565.4900 

Fax: 650.565.4905




December 21, 2000




Larry Raffone

<Address>

<Address>




Dear Larry:



On behalf of Financial Engines, Inc. (the “Company”) I am pleased to offer you the position of
Executive Vice President, Distributed Services. The position will be reporting to me and the
salary for this position will be $200,000.00 per year paid semi-monthly in accordance with the
Company’s standard payroll policies and subject to normal required withholding. During the term of
your employment, you will be permitted to participate in the Company’s benefit plans, policies and
practices in accordance with their terms and will receive the level of benefits and coverage
provided for executive employees.



You will be paid a signing bonus of $100,000.00 on the first payday after your Start Date, subject
to normal required withholding. Should you end your employment in a Voluntary Termination prior to
the expiration of a twelve-month period from your employment date, such signing bonus will be
required to be repaid by you, to the Company. For this purpose, a “Voluntary Termination” is a
termination of employment initiated by you, but not including a Disability Termination or
Constructive Termination. Disability Termination means your inability to substantially perform the
material duties of your employment with the Company for a period of three months or more, which
inability is caused by a medically determinable physical or mental illness or injury. A
Constructive Termination is your resignation following (A) a change in your position with the
Company that materially reduces your level of responsibility, (B) a reduction in your level or base
salary or (C) a relocation of your principal place of employment by more than fifty (50) miles from
Boston; provided, however, that such actions will be deemed to constitute a Constructive
Termination only if such change, reduction or relocation is effected by the Company without your
consent.



In addition, you will be eligible to receive a performance bonus targeted to be $400,000.00 for the
period from your Start Date (as indicated below) through the twelve-month anniversary of your Start
Date. One-quarter of the performance bonus ($100,000.00) will be paid following each of your first
two quarters of employment, subject only to your continued employment on the payment date. One
quarter of the performance bonus (targeted at $100,000.00) will be paid after each of the next two
quarters of employment, contingent upon your achievement of mutually acceptable “Milestones” to be
agreed to by you and me and set forth in writing. In your second year of employment your quarterly
performance bonuses will be targeted at $125,000.00 per quarter.




 









 








Lastly, you will accrue 13.33 hours Personal Time Off (“PTO”) per month, totaling 20 days of paid
PTO annually.



During the first year of your employment, if your employment is terminated by the company for
reasons unrelated to Cause (see definition of cause below), you will receive a lump sum cash
severance payment equal to the total salary and target performance bonus you would have received
had your employment continued for the remainder of your first year of employment, or $150,000.00,
whichever is greater. In addition, prior to your employment termination date, you will have the
opportunity to purchase up to 125,000 shares of the Company’s Common Stock at a price equal to the
fair market value of such shares on the date of your initial grant of options on those shares
(which grant is described below), and Financial Engines will not exercise the right it would
otherwise have to repurchase the shares after your termination. “Cause” shall mean the commission
of any act of fraud, embezzlement or dishonesty; conviction of, or a plea of “guilty” or “no
contest” to, a felony under the laws of the United States or any state thereof; any unauthorized
use or disclosure by such person of confidential information or trade secrets of the Company (or
any parent or subsidiary) in a material manner; or your substantial and continuing failure to meet
your Milestones.



Upon joining the company, you will be equipped for business in the office and at home. We will
provide you with the resources you need to establish office facilities in the Boston area that are
appropriate in size, scope, and amenities to meet our mutually agreed upon operational needs. The
company will reimburse you for business-related travel expenses in accordance with its normal
policies; this will include expenses relating to your travel between the Boston and Palo Alto
offices. The Company will lease an apartment and car near headquarters for you at the Company’s
expense until July 31, 2001 or until such earlier date as you no longer need the apartment and
car.



We will recommend to the Company’s Board of Directors you be granted an option entitling you to
purchase up to 500,000 shares of the Company’s Common Stock (the company currently has
approximately 27,000,000 shares outstanding) at an exercise price equal to the fair market value on
the date of grant, which is currently $10.00 per share. Such options shall be subject to the terms
and conditions of the Company’s Stock Option Plan and Stock Option Agreement. Subject to the
exceptions and conditions set forth in the Stock Option Plan and Stock Option Agreement, such
options shall have an exercise term of 10 years and shall vest according to the following schedule:
12/48 of the shares subject to the option shall vest on the 12-month anniversary of the option
grant date and 1/48 of the total number of shares subject to the option shall vest each month
thereafter. We will also recommend at the end of your first, second and third years of employment
that you be granted an option entitling you to purchase a minimum of 75,000 additional shares (or
the equivalent percentage of the company’s outstanding stock in case of a stock split or similar
event), totaling 225,000 additional shares over three years, subject to the terms and conditions of
the Company’s Stock Option Plan and Stock Option Agreement. Except as may be required by the Stock
Option Plan, the exercise term, exercise price and vesting schedule for these subsequent option
grants shall be the same as those generally included in annual option grants for other executives
of the Company, but the vesting schedule of these subsequent option grants shall not be less
favorable than the vesting schedule of the initial 500,000-share grant.




 









 








At its most recent meeting, the Company’s board of directors approved the provision that if your
employment involuntarily terminated (as defined below) during the twelve month period commencing
thirty (30) days prior to a Change in Control (as defined in the Company’s Stock Option
Agreement), any unvested options held by you that would otherwise have vested during the one-year
period following your termination of employment will become vested on your termination date. For
purposes of your arrangement, “Involuntarily Terminated” shall mean (A) the termination of your
service with the Company that occurs by reason of: your involuntary dismissal or discharge by the
Company for reasons other than Cause (as defined previously), or (B) your Constructive
Termination.



You should be aware that your employment with the Company will be for no specified period and
constitutes “at will” employment. As a result, either you or the Company will be free to terminate
your employment relationship at any time for any reason, with or without cause, without further
obligation or liability to either party, except obligations set forth in this letter or as
otherwise explicitly agreed upon in writing by you and an authorized representative of the
Company.



Your employment will be contingent on your executing a completed application for employment, and
the Company’s standard Confidential Information and Inventions Agreement. This offer will also be
contingent on your ability to perform the essential functions of your job. If you have any
condition that limits your ability to perform one or more of your duties, please let us know so
that we can explore with you any reasonable accommodations. You must also provide the Company with
the legally required proof of your identity and authorization to work in the United States. Such
documentation must be provided to us within three (3) business days of your date of hire, or our
employment relationship with you will be subject to termination. In addition, while employed with
the Company, you will comply with the terms of the company’s published employee policies.



We have attached documents at your request concerning certain company financial matters; however,
we agree that these documents are to be treated as confidential information and that they do not
constitute any guarantee of future financial performance.



This letter, along with the Confidential Information and Invention Assignment Agreement, set forth
the terms of your employment with us and supersede any prior representations or agreements, whether
written or oral. This letter may not be modified or amended except by a written agreement signed by
an officer of the Company and by you.



Please return a signed copy of this letter and the executed Confidential Information and Invention
Assignment Agreement as soon as possible. A duplicate original of this offer will be sent via
overnight mail for your records. This offer is valid for 15 days from the date of this letter
unless other arrangements are made. If you have any questions please
feel free to call me at [NUMBER]. Larry, we are very excited to have you join our team!



Sincerely,




     

Jeff Maggioncalda

President & CEO





 









 








The foregoing terms and conditions are hereby accepted:



	 	 	 	 	 
	Signed:

	 	/s/ Lawrence M. Raffone	 	 
	 

	 	 

	 	 
	Date:

	 	1/4/01	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 
	Please print
your name as you would like it to appear on your nameplate, business
cards, phone directory and email account.
	 
	   Name:	

	Lawrence M. Raffone	 	 	 	 
	 

	 	 

	 	 	 






	 	 	 	 	 
	Start Date:

	 	January 16, 01	 	 
	 

	 	 

	 	 







			
	Attachments:	 	Confidentiality Agreement (Under separate cover) 

Employment
Application and Background Check Release 

I-9 (Employment
Eligibility) Form (Under separate cover) 

Supplemental Data
Sheet (Under separate cover) 

Capitalization Table 

Draft
Financial Outlook