Exhibit 10.11


 


December 5, 2002


 


 


Nadine Melka


 


Subject:  Employment Offer


 


Dear Nadine,


 


I am pleased to offer you
employment as Vice President, Corporate Strategy and Chief Marketing Officer,
reporting directly to me.  This offer is
contingent upon the approval of Ditech’s Board of Directors - Compensation
Committee.


 


Your compensation package
consists of the following:


•      Base salary of $200,000.


•                       Eligibility
for a Management Bonus of up to $75,000 for the first year of your
employment.  The bonus up to April 30,
2003 will be prorated and based on attainment of individual performance
objectives.  Thereafter, it will be
based on corporate and individual objectives. 
The Management Bonus program in general, and your bonus in particular,
are subject to change, including elimination of the program, at the sole
discretion of the Company.


•                       Sign-on
bonus of $50,000.  However, you must
repay the bonus to Ditech if you are terminated for cause or if you leave
Ditech of your own accord prior to 12 months of employment.


 


Subject to the approval of the
Company’s Board of Directors or its Compensation Committee, you will be granted
stock options to purchase 200,000 shares of the Company’s Common Stock. The
exercise price per share will be equal to the fair market value per share on
the date the option is approved by Ditech’s Board of Directors.  The option will be subject to the terms and
conditions applicable to options granted under our Stock Plan, as described in
that Plan and the applicable stock option agreement.  The option will be immediately exercisable and are Non-qualified
options.  The purchased shares will be
subject to repurchase by the Company at the exercise price in the event that
your service terminates before you vest in the shares.


You will vest in 25% of the
option shares after 12 months of continuous service and the balance will vest
in monthly installments over the next 36 months


 


Subject to the approval of the
Company’s Board of Directors or its Compensation Committee, you will be
eligible to receive a grant of stock options to purchase 50,000 shares of the
Company’s Common Stock.  The exercise
price per share will be equal to the fair market value per share on the date
the option is approved by Ditech’s Board of Directors.  The option will be subject to the terms and
conditions applicable to options granted under our Stock Plan, as described in
that Plan and the applicable stock option agreement.  The option will be immediately exercisable and are Non-qualified
options.  The purchased shares will be
subject to repurchase by the Company at the exercise price in the event that
your service terminates before you vest in the shares.  Vesting will be set by the Board of
Directors.  However these shares will be
subject to acceleration upon achievement of certain milestones targeted within
12 months of your employment.  Further
details will be provided in your stock option agreement.


 


The company will employ you on
an “at will” basis, described below. 
However, if the company terminates your employment for any reason other
than cause or if there is a change of control in the company and you are not
offered an equivalent position by the acquiring company, during the first six
months of service only, then the Company will continue to pay your base salary
for six months from the notification of intent to separate.  “Cause” means (i) gross negligence or
willful misconduct in the performance of your duties; (ii) failure to perform
your duties, after reasonable notice and opportunity to cure any such failure;
(iii) commission of any act of fraud; or (iv) conviction of a felony or a crime


 

















 


involving moral turpitude
causing actual or potential harm to the business of the company.  This severance benefit will be in lieu of
any other severance policy of general application to company employees.  After the first 6 months, you will only be
entitled to severance under any severance policy of general application, if
any. The same salary continuation period will be credited as continuous service
for purposes of the stock options described. 
However, the stock vesting continuation is capped at one year from your
start date.  Any milestones targeted
within the first 12 months of employment that have been achieved will be
credited.  The applicability of this is
described above, and applicable to your first 6 months of service only.  This paragraph will not apply unless you (a)
have executed a general release (in a form prescribed by the Company) of all
known and unknown claims that you may then have against the Company or persons
affiliated with the Company and (b) have agreed not to prosecute any legal
action for other proceedings based on those claims.  This paragraph is subject to Board approval.   The normal exercise period for stock
options pursuant to the plan is 90 days from date of termination.


 


Executive compensation is
reviewed at the beginning of our fiscal year on May 1st.


 


Your benefit package with
Ditech Communications Corporation will include Health insurance coverage (with
partial premium due if for family coverage) beginning the first of the month
after date of employment, Life and Long Term Disability insurance with option
for additional coverage, Flexible Spending Program participation, Employee
Stock Purchase Program (ESPP) and 401(k) participation.  Eligibility for 401(k) is effective after 90
days of employment.  ESPP contribution
period begins June 1, 2003.


 


Your employment with Ditech
Communications Corporation is at-will. 
This means that either you or the company may terminate the employment
relationship at any time, with or without cause, and with or without prior
notice.  This at-will provision is only
subject to change in writing signed by the CEO of the company.  You will be asked to sign the statement of
your acceptance and a confidentiality agreement when you report to work.


 


This offer letter constitutes
the entire terms of the offer of employment with the company, and supersedes
all prior negotiations and agreements, whether written or oral, relating to the
subject matter of the offer.


 


I look forward to working with
you and having you as a part of our valuable and dynamic team!  Please indicate your acceptance by signing
and returning this letter by December 6, 2002. 
This offer is valid only until December 6, 2002.  You may fax your acceptance to (650)
564-9593.


 


	
  Sincerely,

  	
  Accepted by:

  
	
   

  
	
   

  
	
   

  
	
   

  
	
  /s/ Timothy
  K. Montgomery

  	
   

  	
  /s/ Nadine
  Melka

  	
   

  	
   

  	
  December 19, 2002

  	
   

  
	
  Timothy K.
  Montgomery

  President and CEO

  	
  Nadine Melka

  	
  Date

  
								



 


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