**EXHIBIT 10.37**

 
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**GRIC Communications,Inc.**

1421 McCarthy Blvd.

Milpitas, CA  95035

 

 

August 7, 2003

 

 

Rob Fuggetta

2884 Roland Avenue

San Carlos, CA  94070

 

 

Dear Rob:

 

It is our pleasure to offer youemployment with GRIC Communications, Inc. (“GRIC”), in the position of SeniorVice President, Worldwide Marketing, reporting to the Chief Executive Officer,at a semi-monthly base salary of $7,500.00, which is equivalent to $180,000.00 per year, and is subjectto annual review.  We understand you areavailable to begin employment with GRIC on August 8, 2003.

 

You will also be eligible foran annualized target incentive bonus equal to 40% of your base salary.  This bonus will be payable annually inaccordance with GRIC’s then current incentive bonus program and will be basedpartially on the achievement of agreed performance objectives (established byyour manager) and partially on the attainment of corporate objectives.

 

In addition, you will beeligible for a one-time special bonus of up to $15,000.00 based on achievementof a special set of initial objectives by December 31, 2003 (“2003Bonus”).  You and your manager willmutually agree upon the 2003 Bonus objectives by no later than August 15, 2003.

 

After your acceptance of thisoffer, we will recommend to the Board of Directors that you be granted anoption to purchase up to 150,000 shares of GRIC’s common stock, at an exerciseprice equal to the closing price of GRIC Communications, Inc. common stock onthe Nasdaq National Market on the date of grant.  This option would be subject to the Company’s standard vestingschedule (20% after ten months and 2% per month thereafter) and vesting wouldcommence on your date of employment.

 

In the event of an acquisitionor merger of GRIC involving a change of control that occurs within the firstyear of your employment, if GRIC or its successor elects to terminate youremployment as Senior Vice President, Worldwide Marketing, without cause, withinone (1) year after the effective date of such change of control, then theoption vesting described above shall be accelerated so that fifty percent (50%)of the number of unvested options shall become vested automatically on the dateof such termination.

 

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GRIC may terminate youremployment at any time without cause. If GRIC terminates your employment without cause, GRIC will provide aseverance payment equivalent to three (3) months’ base salary, payable inaccordance with GRIC’s normal payroll policies.  Additionally, GRIC will provide you with reimbursement of up tothree (3) months of COBRA insurance coverage. Such insurance reimbursement will be provided for up to three (3) monthsunless you obtain comparable benefits from any third party.  Such benefits are separate from yourthen-existing COBRA rights and extend to GRIC-related insurance benefits atyour cost for an additional period of time.

 

GRIC may also terminate youremployment for cause in its sole discretion. For the purpose of this Offer ofEmployment, “cause” shall be defined as:

 

1.                             Failureto continually and substantially perform the reasonably assignedresponsibilities of the position in an acceptable manner, gross negligence,gross misconduct, habitual neglect of duties, criminal acts, violation of anystate or federal securities laws, commission of a felony involving fraud ordishonesty, violation of written lawful policies or written instructions of theBoard of Directors, or commencement of employment or any other businessarrangements with another employer while you are an employee of GRIC.

 

2.                             Yourdeath, or your total disability lasting more than 90 days.

 

If GRIC terminates youremployment with cause, GRIC will provide you with a severance paymentequivalent to six (6) weeks’ base salary, payable in accordance with GRIC’snormal payroll policies.  However, ifthe cause for termination relates to a violation by you of state or federallaw, then you will receive no severance payment from GRIC.

 

Additionally, unless the causefor termination relates to violation by you of state or federal law, GRIC willprovide you with reimbursement of up to one (1) month of COBRA insurancecoverage.  Such insurance reimbursementwill be provided for up to one (1) month unless you obtain comparable benefitsfrom any third party.  Such benefits areseparate from your then-existing COBRA rights and extend to GRIC-relatedinsurance benefits at your cost for an additional period of time.

 

Paydays are twice monthly, onthe 15th and the last working day of each month.  You will be eligible to participate in thefull range of employee benefits, including medical, dental, vision, life,accidental death and dismemberment, disability, 401(k), employee stockpurchase, and paid time off plans. Coverage is available under the terms of the insurance, 401(k), and paidtime off plans on your first day of active employment.   You will be provided with the relatedpolicies and procedures that explain these benefits.

 

Employment with GRIC iscontingent upon meeting GRIC’s requirements, which include completing allnecessary work related forms, producing applicable documents as required by theImmigration Reform and Control Act of 1986 and other such documents.  Failure to comply will result in therescinding of our offer of employment.

 

This letter is not intended toconfer contractual rights of any kind upon any employee, or to createcontractual obligations of any kind on the part of GRIC.  The relationship of GRIC with all of itsemployees is on an “at will” basis. While we expect that the relations between you and GRIC will berewarding and mutually beneficial, either GRIC or you may terminate theemployment relationship at any time with or without notice and for any reasonor for no reason.

 

This offer is being extended toyou solely based on your skill, experience, education and our view of yourpotential for success here.  This offer is not being made in order toacquire confidential or proprietary information or trade secrets from anyprevious employer that you may have come to possess.  Consequently, wemust instruct you to abide by any contractual or legal obligations that youhave to

 

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maintain the confidentiality ofinformation that you are obligated to protect.  By accepting employmentwith GRIC, you agree not to use or disclose proprietary information or tradesecrets from any previous employer in the course of performing your duties forGRIC under any circumstances.  You must not keep any items or materialsrelated to your former employer or use such materials during your employmentwith GRIC.  If you have any questions regarding what constitutes suchinformation, GRIC encourages you to contact your former employer

 

By accepting employment withGRIC, you agree to be bound by its policies and procedures, including GRIC’sEmployee Invention Assignment and Confidentiality Agreement, which you will beasked to sign on or before your first day of work at GRIC.  This offer is the entire initial basicagreement relating to your position, compensation, reporting relationship andemployee benefits.  By signing below,you acknowledge that you have not been induced to accept employment by anyrepresentations or statements, oral or written, not contained in this letter.

 

Welcome to GRIC!  Please sign below to indicate youracceptance, and return this letter to me as soon as possible.  Otherwise, this offer will expire on July31, 2003.

 

 
| Sincerely,                                            | Accepted:                                     |
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| /s/ David  L. Teichmann                          |                                          | /s/ Rob  Fuggetta |   |
|                                                  |                                          |
| David L.  Teichmann                                   | Rob Fuggetta                                  |
| Senior Vice  President, General Counsel and Secretary | Anticipated  start date:  August 8, 2003 |
|                                                       |                                               |  |  |

 

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