Offer Letter to David W. Packer



 Exhibit 10.9 

 
 



 
 August 15, 2008 
 David Packer 
 [Address] 

Dear David, 
 I
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, Worldwide Sales reporting to Mark Woodward, Chief Executive
Officer. The semi-monthly salary for this position is $12,500 (“Salary”). You will also be eligible to participate in the relevant E2open incentive plan for your position at an annual incentive target of $300,000. As a Company employee,
you are 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
(“New Hire Option”) to purchase five million eight hundred and forty one thousand (5,841,000) shares of the Company’s Common Stock, which represents approximately one percent (1%) of the Company’s capitalization on a
fully diluted basis, 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. 

We will also recommend to the Board of Directors that if any time within one (1) year following your hire date the Company issues
stock for the purpose of raising new capital after your hire date, and you are then employed on a full-time basis by the Company at the time of such stock issuance, the Company will grant you an additional stock option to purchase such number of
shares of common stock equal to one (1%) percent of the shares (“New Dilution”) issued upon receipt of such new capital; provided, however, that no more than twenty million dollars ($20,000,000) of new capital (the “New Capital
Cap”) shall qualify for purposes of calculating the number of shares comprising New Dilution. The preceding sentence shall not apply to any other stock issuance of any kind whatsoever, including but not limited to stock issued:
(i) pursuant to a merger or acquisition, or an underwritten public offering of the Company’s common stock pursuant to the Securities Act of 1933, as amended; or (ii) pursuant to the Company’s employee stock plans; or
(iii) in exchange for new capital received by the Company in excess of the New Capital Cap. Any additional stock option that is granted to you pursuant to this paragraph shall be subject to the same terms and conditions as are described above
for your New Hire Option except that the exercise price of the option shares shall be equal to the fair market value per share of the Company’s Common Stock on the date of grant. 







 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 and any future option grants 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, Worldwide Sales 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. 







 Severance Benefits 
 If you are terminated for any reason other than for Cause within twelve months following your date of hire, the Company shall pay six months base salary as severance subject to your signing the
Company’s standard form of settlement and release agreement. Your base salary shall be the rate in effect at the time of the termination and paid in accordance with the Company’s standard payroll procedures. 

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 August 18, 2008, 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 
 Amy Reichanadter 
 Senior Vice President, Human Resources 
 E2open, Inc. 

Agreed to and accepted: 
 /s/ David
Packer                       August 18, 2008     
 David Packer
                                Date 

Anticipated Start Date: September 10, 2008                








  
 



 
 December 22, 2008 
 David Packer 
 [Address] 

Re:     Amendment No. l to Offer Letter dated August 15, 2008 

Dear David, 

This first amendment (“Amendment No. 1”), effective October 16, 2008, sets forth the understanding between you and
E2open, Inc. (“E2open”) and amends the Offer Letter between the parties dated August 15, 2008 (the “Offer Letter”). All capitalized or defined terms not otherwise defined in this Amendment No. 1 shall have the same
meanings as set forth in the Offer Letter. In the event of any conflict between the provisions of the Offer Letter and the provisions of this Amendment No. 1, the provisions of this Amendment No. 1 shall govern. 

The following paragraph shall be added after the current paragraph in the section titled Severance Benefits: 

“Notwithstanding any other provision of this letter, if you are a “specified employee” under Code Section 409A and a
delay in making any payment or providing any benefit under this letter is required by Code Section 409A, any Treasury Regulations, or IRS guidance thereunder, or necessary in the good faith judgment of the Company, to avoid you incurring
additional tax under Code Section 409A, such payments will not be made until the date that is six (6) months and one (1) day following the date of your separation from service in accordance with Code Section 409A.”

 The Offer Letter as hereby amended shall remain in full force and effect in accordance with its terms. This Amendment
No. 1 constitutes the complete agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous agreements, written and oral, regarding such subject matter. This Amendment
No. 1 may be changed only by a written document signed by yourself and an authorized representative of E2open. 

Sincerely, 

/s/ Amy Reichanadter 
 Amy Reichanadter 
 Vice President, Human Resources 

E2open, Inc. 

Agreed to and accepted: 
 /s/ David
Packer                                        
         
 David Packer 

Date: Dec. 20,
2008