Offer Letter to Michael A. Schmitt



 Exhibit 10.10 

 
 



 
 December 6, 2010 
 Michael Schmitt 
 [Address] 
 Dear Michael: 
 1 am delighted that you are interested in joining the talented team of people at
E2open, Inc. (the “Company”). We are pleased to offer you the position of Senior Vice President, Marketing reporting to Mark Woodward, Chief Executive Officer. The salary for this position is $10,416.67, paid semi-monthly. You will also be
eligible to participate in the relevant E2open incentive plan for your position at an annual incentive target of $100,000. As a Company employee, you are also eligible to receive employee benefits available to employees at your position under the
Company’s benefit programs. 
 Stock Options 
 We will recommend to the Board of Directors subsequent to your date of hire that you be granted an option to purchase three million three hundred thousand (3,300,000) shares at a price equal to the
fair market value per share on the date of grant, as determined by the Company’s Board of Directors. We will recommend that your options vest over four years as follows: 25% of the shares shall vest at the end of your first full year of
employment and 1/48th of the shares shall vest at the end of each calendar month thereafter. Although a recommendation will be made, final authority and approval rests with the Board of Directors. 

Accelerated Vesting of Stock Options — Termination of Employment Following Change of Control 

We will recommend to the Board of Directors that 100% of the then-unvested, unexpired portion of your new hire option grant, any future option grants, and
shares of restricted stock be accelerated upon the termination of your employment from the Company without “Cause” or for “Good Reason” if such termination occurs within twelve months following a Change of Control Transaction.
“Cause” means (i) any act of personal dishonesty taken by you in connection with your responsibilities as an employee, (ii) your being convicted of, or accepting a plea of -guilty” or “no contest” to a felony under
the laws of the U.S. or any state thereof; (iii) a willful act by you which constitutes gross misconduct and which is materially injurious to the Company, or (iv) a willful act by you that constitutes (A) a material breach of a
material provision of any agreement between you and the Company or (B) a material failure to comply with the Company’s written policies or rules, in each case under this clause (iv) if such breach or failure has not been cured by you
within 30 days after written notification by the Company to you of such breach or failure. “Good Reason” means your written voluntary resignation within sixty (60) days following (i) a material 








 



 
  

 
reduction in your level of responsibility to which you have not consented, including a change in your position or status to a position that is not at the executive officer level of Senior Vice
President, Marketing or above with the successor (ii) a reduction of greater than ten percent (10%) of your then current salary unless a commensurate reduction is made for all executive officers of the Company; (iii) an order to
report financial results illegally or not consistent with generally accepted accounting principles or with the Sarbanes-Oxley Act of 2002; or (iv) relocation of your principal place of employment by more than 50 miles. 

For purposes of this letter, “Change of Control Transaction” means the occurrence of any of the following events: (i) any -person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the “beneficial owner” (as defined in Section 13d-3 of said Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iii) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale, exclusive license or disposition by the Company of all or substantially all of the Company’s assets; provided, however, that a “Change of Control” shall not include a
transaction that only changes the state of the Company’s incorporation. 
 At-Will Employment 

Your employment with the Company will be voluntarily entered into and will be for no specified period, also known as “at-will” employment. As a
result, you will be free to resign at any time, for any reason or for no reason, as you deem appropriate. We request that, in the event of resignation, you give the Company at least two weeks notice. The Company will have a similar right and may
terminate its employment relationship with you at any time, with or without cause or advance notice. 
 Employment Eligibility

 This employment offer is contingent upon the successful completion of the Company’s background and reference checks. For purposes of
federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three business days of your date of
hire, or our employment relationship with you may be terminated. 








 



 
  

 Other 
 To indicate your acceptance of’ the Company’s offer, please sign and date this letter in the space provided and return it to me at the address listed below. A duplicate original is enclosed for
your records. Upon acceptance of our offer, your first day of employment will be within thirty (30) days of the date of this letter, unless otherwise indicated below. You will be required to sign the Company’s current form of Proprietary
Information Agreement as a condition of your employment. This letter, along with any agreements relating to proprietary rights between you and the Company, 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 the Company and by you. This offer of employment will terminate if not accepted, signed and returned by close
of business on December 10, 2010, unless the Company agrees to employ your services after such expiration date. 
 Again, I am excited
about working together and making E2open, Inc. a major success for all employees and shareholders. 
 Sincerely, 

/s/ Amy Reichanadter 
 Senior Vice President,
Human Resources 
 E2open, Inc. 

Agreed to and accepted: 
  

					
	 /s/ Michael Schmitt
	 		 	
	Michael Schmitt	 		 	
			
	Date: 12/13/2010	 		 	Anticipated Start Date: 1/3/2011