Exhibit 10.22


 


December 30, 2004


 


Pawan Gupta


2265 269th Court SE


Sammamish, WA 98075


 


Dear Pawan,


 


BSQUARE CORPORATION is pleased to extend to you an offer for employment
as a Vice President of Product Management. You will be paid bi-weekly at a rate
equivalent to an annual salary of $160,000. In addition you will be eligible
for a 2005 bonus potential of up to 25% of your base salary. Your bonus plan
will be administered cooperatively by the Chief Executive Officer and the
Compensation Committee of the Board of Directors and any bonus payouts will be
subject to achievement of your individual objectives as well as overall
corporate objectives, including profitability. 
Bonus payout is at the sole discretion of the CEO and Compensation
Committee. Also, we agree to re-evaluate your compensation package on your six
month anniversary date of employment to include consideration of a severance
plan. Your job classification is Executive. 
You will be hired as an exempt employee, so you will not be entitled to
overtime.


 


BSQUARE CORPORATION extends the following benefits:


	
  •

  	
  a medical, dental, vision, life and disability plan

  
	
  •

  	
  a 401(k) retirement plan

  
	
  •

  	
  10 paid holidays and 15 days of paid time off

  
	
  •

  	
  Options to purchase 150,000 shares of company stock with such options
  to vest as follows:

  
	
   

  	
  18750 shares to vest after six month

  
	
   

  	
  9375 share to vest each quarter until all shares are vested.

  
	
  •

  	
  Other discretionary benefits

  



 


The strike price for your stock options will be the market closing
price on your first day of employment.


 


BSQUARE CORPORATION is an established product development and
engineering contracting company with a promising outlook.  Your meaningful participation will greatly
enhance our ability to retain our current contracting obligations and, in the future,
will enable BSQUARE CORPORATION to pursue and secure other contracts.  YOUR EMPLOYMENT IS AT-WILL AND ACCORDINGLY,
YOU OR BSQUARE CORPORATION MAY TERMINATE THIS EMPLOYMENT RELATIONSHIP AT
ANY TIME WITH OR WITHOUT NOTICE OR CAUSE.


 


This offer is contingent upon compliance with the Immigration Reform
and Control Act of 1986.  The Act
requires you to establish your identity and employment eligibility.  To do so, on your start date you will be
required to complete Section I of the Employment Eligibility Verification
Form, I-9.  This offer is also contingent
on your acceptance and return of the BSQUARE Proprietary Rights Agreement
provided herewith.


 


Please signify your acceptance of this offer by signing a copy of this
letter and the attached Proprietary Rights Agreement and returning both on or
before your anticipated start date of January 3, 2005.


 


On behalf of BSQUARE CORPORATION, I hope to welcome you aboard.  If you have any questions or concerns, please
feel free to contact me.


 





















 


	
  Sincerely,

  	
  Accepted By:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Julie Delles

  	
  Date

  	
  Pawan Gupta

  	
  Date

  
	
  Human
  Resources Generalist

  	
   

  
	
  BSQUARE
  Corporation