**Exhibit 10.2**

 

 

**GoRemote Internet Communications, Inc.**1421 McCarthy Blvd.Milpitas, CA  95035

 

Confidential Fax: (408) 435-8687

 

 

**Personal and Confidential**

 

 

July 29, 2004

 

 

Mr. Tom Thimot

21 Briggs Street

Salem, MA 01970

 

 

Dear Tom:

 

I am pleased tooffer you the position of President and Chief Executive Officer of GoRemoteInternet Communications, Inc. (“GoRemote” or “the Company”).  The terms and conditions of this offer arestated below:

 

***Responsibility*: **You will be responsible for all of theday-to-day operations of the Company. You will be responsible for meeting or exceeding the Company’s goals ona quarterly and annual basis, as established from time to time by the Board ofDirectors.

 

***Reporting:***  You will report to the Chairman of the Boardof Directors.

 

***Base Salary:* **You will be paid a base salary of$275,000.00 per annum, payable semi-monthly.  Your base salary will increase to $300,000 per annum after the Companyachieves one fiscal quarter of positive income before taxes measured on a GAAP basis,but excluding non-cash amortization charges (“Adjusted Income”) and to $350,000per annum after the Company achieves two fiscal quarters of positive AdjustedIncome.

 

***PerformanceBonus:*** You will participate in the Company’s CorporateBonus Plan that is approved by the Board of Directors.  Your target bonus under the Corporate BonusProgram will be sixty percent of your base salary.  In no event will you be eligible for bonuspayouts until the Company achieves one full quarter of positive Adjusted Income.

 

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***Performance and Salary Reviews:***  Performance/salary reviews are conducted inJanuary on an annual basis.

 

***Employee Stock Option Grants:***Youwill be granted an incentive stockoption subject to Board approval for the purchase of one million two hundredthousand (1,200,000) shares of the Company’s common stock.  A recommendation will be made to theCompany’s Board to grant this option at its July 29, 2004 meeting at theclosing price of the Company’s common stock on The Nasdaq National Market andsubject to the following forty-eight month vesting schedule (12.5% cliffvest after 6 months and the balance vesting ratably on a monthly basis over thefollowing 42 months), with vesting starting as of your first day of employmentby the Company.

 

***Change of Control:***  In the event of a “Change of Control” (asdefined herein) during your employment as President and Chief Executive OfficerOfficer, 50% of your then unvested options will be vested immediately upon theeffective date of the Change of Control, without regard to satisfaction of theconditions to vesting that would otherwise apply.  For purposes of this paragraph, a “Change ofControl” means (a) a merger or consolidation in which the Company is notthe surviving corporation (other than a merger or consolidation with awholly-owned subsidiary, a reincorporation of the Company in a differentjurisdiction, or other transaction in which there is no substantial change inthe stockholders of the Company or their relative stock holdings and stockoptions granted under the Company’s 1999 Equity Incentive Plan are assumed,converted or replaced by the successor corporation, which assumption will bebinding on all employees receiving such options), (b) a merger in which theCompany is the surviving corporation but after which the stockholders of theCompany immediately prior to such merger (other than any stockholder thatmerges, or which owns or controls another corporation that merges, with theCompany in such merger) cease to own a majority of the shares or other equityinterest in the Company or its parent, (c) the sale of substantially all of theassets of the Company, or (d) the acquisition, sale, or transfer of more than50% of the outstanding shares of the Company by tender offer or similartransaction.

 

***Relocation Expenses:*** The Company shall either directly pay orreimburse you for the following expenses, not to exceed $100,000 in totalbefore applicable gross-up (as limited below): (a) up to six (6) months of rentfor a reasonable executive home in the San Francisco Bay area, (b) round tripeconomy class air fare between Boston and San Francisco/San Jose at areasonable frequency for up to three (3) months, (c) reasonable movingexpenses, (d) standard brokerage commissions incurred as a result of the saleof your principal residence in Massachusetts, and (e) one level of gross-up on such costs to the extent they arerequired to be recognized by you as personal taxable income under the InternalRevenue Code.

 

***Employee Benefits:***  As an employee of GoRemote, you will receivebenefits in accordance with the GoRemote employee benefits plans, as may beamended from time to time.  The currentbenefit package includes a choice of medical plans, as well as dental, life,disability and accidental dismemberment insurance.

 

***GoRemote 401(k) Plan*:**As a full-time employee of GoRemote, you may, if you wish, enroll in theCompany’s 401(k) Plan at the next or a subsequent Plan entry date.  You will be provided with a full descriptionof the Plan as well as your contribution and investment options.

 

***Terms of Employment****:*  Your employmentwill be considered “at will” and will continue for an indefinite term.  Employment at will means that either you orthe Company may terminate the employment relationship at any time for any reason,with or without cause.

 

***Termination of Employment without Cause****:*  The Company mayterminate your employment at any time without cause. If the Company terminatesyour employment without cause, the Company will provide you a severance paymentequivalent to six months’ base salary, payable monthly in accordance with theCompany’s normal payroll policies.

 

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Additionally, the Company will provide you with reimbursement of up tosix (6) months of COBRA insurance coverage. Such insurance reimbursement will be provided for up to six (6) monthsunless comparable benefits are otherwise provided to you by a third party.  You may also have additional COBRA rights toextend GoRemote-related insurance benefits at your cost for an additionalperiod of time.

 

The Company may, also, terminate your employment for cause in its solediscretion.  For the purposes of thisOffer of Employment, unless otherwise noted, “cause” shall mean the occurrenceof any one or more of the following: (a) you shall have been convicted of, orshall have pleaded guilty or nolo contendere to, any felony; (b) you shall haveintentionally committed any fraud, embezzlement, misappropriation of funds,breach of fiduciary duty or other act of dishonesty against the Company; or (c)you shall have willfully and continually failed to substantially perform yourreasonable assigned duties (other than any such failure resulting fromincapacity due to physical or mental illness) or adhere to the Company’swritten policies that have been disclosed to you, which failure is not curedwithin thirty (30) days after a written demand for substantial performance,describing such failure in reasonable detail, is received by you from theCompany.

 

***Termination of Employment with Cause.***  If the Company terminates your employmentwith cause, then you will receive no severance payment from the Company.

 

***Release:*** Payment of any severance payments set forth inthis letter is expressly conditional upon receipt by the Company of its thencurrent standard form of release and waiver of claims.

 

***Confidentiality:***  This offer is being extended to you solelybased on your skill, experience, education and our view of your potential forsuccess here.  This offer is not being made in order to acquireconfidential or proprietary information or trade secrets from any previousemployer that you may have come to possess.  Consequently, we mustinstruct you to abide by any contractual or legal obligations that you have tomaintain the confidentiality of information that you are obligated toprotect.  By accepting employment with GoRemote, you agree not to use ordisclose proprietary information or trade secrets from any previous employer inthe course of performing your duties for GoRemote under anycircumstances.  You must not keep any items or materials related to yourformer employer or use such materials during your employment withGoRemote.  If you have any questions regarding what constitutes suchinformation, GoRemote encourages you to contact your former employer.

 

By accepting employmentwith GoRemote, you agree to be bound by its policies and procedures, includingthe GoRemote Code of Business Conduct and Ethics and GoRemote’s EmployeeInvention Assignment and Confidentiality Agreement, which you will be asked tosign on or before your first day of work at GoRemote.  This offer is the entire initial basicagreement relating to your position, compensation, reporting relationship andemployee benefits.  By signing below, youacknowledge that you have not been induced to accept employment by anyrepresentations or statements, oral or written, not contained herein.

 

***Start Date:***   Your employment with GoRemote will commenceon or before July 29, 2004.

 

If you agree with the terms stated in this letter, please sign andreturn the attached Acceptance and Acknowledgement.  This offer will expire at 6:00 p.m. onJuly 29, 2004.

 

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Tom, the entire GoRemote team looks forward to a long and mutuallyprosperous relationship with you.   Weare confident that you will have a significant and positive impact on thefuture growth and success of GoRemote.

 

 

Sincerely,

 

/s/ DAVID L. TEICHMANN

 

David L. Teichmann

Senior Vice President, General Counsel and Secretary

 
| Enclosure: | Employee Invention Assignment  and Confidentiality Agreement |
|------------|--------------------------------------------------------------|
|       |                                                         |
| Copy:      | Dr. Hong Chen, Chairman of the Board                         |
|       | Roderick C. McGeary, Chairman of the Compensation Committee  |
|            |                                                              |  |

 

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**Acceptance and Acknowledgment**

 

 

I have read, understand, and accept the foregoing terms of employmentat GoRemote Internet Communications, Inc. and will start work no later thanJuly 29, 2004.  I certify that, asof July 29, 2004, I have submitted my resignation to Netegrity, Inc. asits Vice President and that I am otherwise not employed by, on the payroll of,or compensated by any other company, or on the Board of Directors of any othercompany.  I will provide a writtenrequest to the Board seeking its approval of prospective new Board positionsprior to entering into new Board-level commitments.

 

I understand that you do not wish me to bring any confidential orproprietary material of any former employer or to violate any lawful obligationto my former employers.

 

I understand that my employment is contingent on my providingappropriate legal proof of eligibility to be employed in the United States aswell as signing the Company’s customary Employee Invention Assignment andConfidentiality Agreement and acknowledging my agreement to abide by theCompany’s Code of Business Conduct and Ethics, both of which are attached.

 

I have indicated my anticipated start date below.

 

 
| Signed:      | /s/ TOM THIMOT     |   | Anticipated Start Date: July 29, 2004 |
|--------------|--------------------|--------|--------------------------------------------|
|         | Tom Thimot         |   |
|         |               |   |
| Date Signed: | July 29, 2004 |   |
|              |                    |        |                                            |  |

 

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