**Exhibit 10.15**

 

June 1, 2004 

 

Tara Poseley 

85 Sotelo Avenue 

San Francisco, CA 94116 

 

Dear Tara, 

 

On behalf of Design Within Reach, Inc., (the “Company”), I am pleased to offer you a position as the Vice President of Merchandising, reporting to WayneBadovinus, President and Chief Executive Officer. The terms of your position with the Company are as set forth below. 

 

You will be paid a salary at a rate of $9615.38 per pay period, payable in installments pursuant to the Company’s regular biweekly payroll policy. You will beeligible for all Company benefits on the first day of the month following your date of hire. Information on company benefits is enclosed with this letter. You will be eligible to receive a bonus of up to 40% of your annual salary, based on theachievement of corporate goals set by the Board of Directors and individual goals to be determined jointly by you and your manager. This bonus will be paid as follows for 2004: The company will guarantee the 40% personal objectives payout of the2004 bonus and half of the 60% team objectives payout, for a total of 70% of bonus guaranteed. Should the team payment exceed half of the 60% you will participate in the same payout on the team portion as the entire management team. 

 

In connection with the commencement of your full-time employment, the Company will recommendthat the Board of Directors’ grant you an option to purchase 125,000 shares of the Company’s Common Stock (“Shares”), with an exercise price equal to the fair market value on the date of the grant. Vesting will, of course, dependon your continued employment with the Company. One fourth of these option shares will vest at the first anniversary of your employment and an additional one forty-eighth (1/48) will vest for each additional full month of your employment. This optionwill be an incentive option to the maximum extent allowed by the tax code, and will be subject to the terms of the Company’s 1999 Stock Plan and the Stock Option Agreement between you and the Company. 

 

By accepting this offer, you agree that, to the best of your ability, you will at all timesloyally and conscientiously perform all of the duties and obligations required of and from you pursuant to the express and implicit terms hereof, and to the reasonable satisfaction of the Company. During the term of your employment, you furtheragree that you will devote all of your business time and attention to the business of the Company; that the Company will be entitled to all of the benefits and profits arising from or incident to all such work services and advice; and that you willnot render commercial or professional services of any nature to any person or organization, whether or not for compensation, without prior written consent of the Company’s Board of Directors. You agree that you will not directly or indirectlyengage or participate in any business that is competitive in any manner with the business of the Company. Nothing in this agreement will prevent you from accepting speaking or presentation engagements, for which you may receive honoraria, or fromserving on the board of a charitable organization, or from owning no more than one percent (1%) of the outstanding equity securities of a corporation whose stock is listed on a national stock exchange. 

You agree to follow the Company’s strict policy that employees must not disclose, either directly or indirectly, anyinformation, including any terms of this agreement, regarding salary or commissions to any person, including other employees of the Company; provided, however, that you may discuss such terms with members of your immediate family and any legal, tax,or accounting specialists who provide you with individual legal, tax, or accounting advice. 

 

You agree at all times during the term of your Relationship with the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm,corporation or other entity without written authorization of an officer of the Company, any Confidential Information of the Company which you obtain or create. You further agree not to make copies of such Confidential Information except asauthorized by the Company. You understand that “Confidential Information” includes, but is not limited to, information pertaining to any aspect of the Company’s business which is either information not known by actual orpotential competitors of the Company or is proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. 

 

Your employment with the Company will be on an “at will” basis, meaning that either you or the Company may terminate your employment at any time for any reasonor no reason, without further obligation or liability. 

 

If your employment isterminated by the Company without cause (and not as a result of your death or disability), and if you sign a general release of known and unknown claims in form satisfactory to the Company, you will receive severance payments at your final basesalary rate, less applicable withholding, for a period of 6 months following the date of your termination without cause. Severance payments will be made in accordance with the Company’s normal payroll procedures. In the event that suchtermination without cause occurs within one year following any Change of Control (and you sign the release of claims described above), in addition to receiving the severance payments described above, your unvested Company stock options shallimmediately vest in full. 

 

For purposes of this Agreement:

 

(a) “Change of Control” of theCompany shall be deemed to have occurred if the Company (i) is party to a merger, consolidation or exchange of securities which results in the holders of voting securities of the Company outstanding immediately prior thereto failing to continue tohold at least 50% of the combined voting power of the voting securities of the Company, the surviving entity or a parent of the surviving entity outstanding immediately after such merger, consolidation or exchange; and 

 

(b) a termination “for cause” occurs if you areterminated for any of the following reasons: (i) theft, dishonesty, misconduct or falsification of any employment or Company records; (ii) improper disclosure of the Company’s confidential or proprietary information; (iii) any action by youwhich has a material detrimental effect on the Company’s reputation or business; (iv) your failure or inability to perform any assigned duties after written notice to you of, and a reasonable opportunity to cure, such failure or inability; or(v) your conviction (including any plea of guilty or no contest) for any criminal act that impairs your ability to perform your duties under this Agreement. 

 

In the event of any dispute or claim relating to or arising out of this agreement, our employment relationship, or the termination of that relationship for any reason(including, but not limited to, any claims of breach of contract, wrongful termination, fraud, retaliation, discrimination or harassment), we agree that all such disputes/claims will be resolved by means of a court trial conducted by the superior ordistrict court in San Francisco County, California. We hereby irrevocably waive our respective rights to have any such disputes/claims tried by a jury, and we agree that such courts will have personal and subject matter jurisdiction over all suchclaims/disputes. In the event that this jury trial waiver is deemed invalid or unenforceable for any reason, we agree that all such disputes shall 

 

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be fully, finally and exclusively resolved by binding arbitration conducted by the American Arbitration Association inSan Francisco County, California. 

 

For purposes of federal immigration law, youwill be required to provide the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three (3) business days of your date of hire or our employmentrelationship with you may be terminated. 

 

I am delighted to be able to extendthis offer to you on behalf of the Company and we look forward to working with you. To indicate your acceptance, please sign and date one copy of this letter, indicate your preferred starting date in the space provided, and return to the Company,either in person or at the address shown below: 

 

Design WithinReach, Inc 

Attention: Carmela Krantz 

225 Bush Street 20th Floor 

San Francisco, CA 94104 

 

These agreementstogether set forth the terms of your employment with the Company 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 both the Company andyou. 

 

**Design Within Reach, Inc.**
            Date                               
Carmela D. Krantz
         
Vice President Human Resources
            Date                              Not later then:
Tara Poseley
        August 9, 2004
Accepted and Agreed
        Anticipated Start Date
 

 

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