exv10w8



 





Exhibit 10.8




November 17, 2003




John Crouch




Dear John:




     DemandTec, Inc. (the “Company”) is pleased to offer you employment on the following terms:



     1. Position. The Company will employ you in a full-time position. Your initial title will be
Senior Vice President of World Wide Sales, and you will report to the Company’s President and CEO. By
signing this letter agreement, you confirm to the Company that you have no contractual commitments
or other legal obligations that would prohibit you from performing your duties for the Company.



     2. Cash Compensation.
 The Company will pay you a starting salary at the rate of $200,000 per
year, payable in accordance with the Company’s standard payroll schedule. In addition to your base
salary, you will be eligible to earn $100,000 in annual targeted variable compensation at 100%
achievement of goals outlined in the Executive Management Team (XMT) Sales Compensation Plan as
approved by the Company’s Board of Directors. The foregoing notwithstanding, the Company
guarantees that your variable compensation will be at least
$42,000 per year in year 1 and then again in year 2 of your
employment at DemandTec to be paid monthly, the guaranteed variable
compensation of $3,500 per month, less all withholdings, which payments will represent
non-refundable advances against compensation.



     3. Employee Benefits. As a regular employee of the Company, you will be eligible to
participate in a number of Company-sponsored benefits. In addition, you will be entitled to paid
vacation in accordance with the Company’s vacation policy, as in effect from time to time.



     4. Stock Options. Subject to the approval of the Company’s Board of Directors, within six
months of your start date, you will be granted an option to purchase 474,000
shares of the Company’s Common Stock (the “First
Option”). To the extent permitted by law, the first option shall
be an Incentive Stock Option. The exercise price per share will be equal to the fair
market value per share on the date the First Option is granted, as determined by the Company’s Board of
Directors. The First Option will be subject to the terms and conditions applicable to options granted
under the Company’s 1999 Equity Incentive Plan (the “Plan”), as described in the Plan and the
applicable Stock Option Agreement. The First Option will be immediately exercisable, but the unvested
purchased shares will be subject to repurchase by the Company at the exercise price in the event
that your service terminates for any reason before you vest in the shares. You will vest



 









 










Mr. John Crouch

November 17, 2003

Page 2



in 1/8th
of the option shares after six months of continuous service, and the balance will vest in equal
monthly installments of 1/48th over the next 42 months of continuous service, as
described in the applicable Stock Option Agreement. The vesting commencement date for this option
will be your first day of employment. The
Stock Option Agreement for the First Option (and for all subsequent
stock option agreements between you and the Company including the
Second Option, as defined below) will contain the following terms and
features unless such terms or features are prohibited by the Plan or
applicable law as of the date of the agreement: (a) following the
termination of your employment for any reason, a period of three
months to exercise all shares subject to the option agreement which
were vested as of the date of termination, and (b) no repurchase
rights in the Company’s favor with respect to vested shares.



     In
addition, in the event that in the six months following the date
hereof, the Company closes a financing event (“Financing
Event”, as further defined below), subject to the approval of
the Board and provided you are employed by the Company at the time of
grant, you will be granted a second option (the “Second
Option”) covering that number of shares of Common Stock that
when added to the First Option will equal one percent (1.35%) of the
sum of the outstanding capital stock of the Company and the
Company’s outstanding options and warrants (assuming the
conversion or exercise of any convertible or exercisable securities
outstanding, whether or not currently convertible or exercisable, and
including the First Option and Second Option) as of the close of the
Financing Event. The exercise price per share will be equal to the
fair market value per share on the date the Second Option is granted.
The Second Option will be subject to the terms and conditions
applicable to options granted under the Plan, as described in the
Plan and the applicable Stock Option Agreement and shall be, to the
extent permitted by law, an Incentive Stock Option. The Second Option
will be immediately exercisable, but the unvested portion of the
purchased shares will be subject to repurchase by the Company at the
exercise price in the event that your service terminates for any
reason before you vest in the shares. You will vest in 1/8th of the
option shares after six months of continuous service (with your
service commencing on your first day of employment), and the balance
will vest in equal monthly installments of 1/48th over the next
42 months of continuous service, as described in the applicable
Stock Option Agreement.



     A
“Financing Event” means the issuance or sale by the Company
of its preferred stock or convertible notes.



     If the Company is subject to a Change in Control (as defined in the Plan) and you are subject
to a Constructive Termination within 12 months after that Change in Control, then you will be
vested in an additional 50% of your then unvested option shares as of the date of your termination
of employment.




“Constructive Termination” means either (a) that your service is terminated by the Company without
Cause or (b) that you resign because (i) you have been assigned to duties which reflect a material
adverse change in your authority or responsibility with the Company or any successor, (ii) the
annual rate of your base salary was reduced by the Company, or (iii) the Company has relocated your
principal place of work by a distance of 35 miles or more. “Cause” means (a) any breach of the
Proprietary Information and Inventions Agreement between you and the Company; (b) conviction of, or
a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State or
any crime involving moral turpitude; (c) your participation in any fraud against the Company; or
(d) your intentional damage to any material property of the Company or other gross misconduct. The
foregoing, however, is not an exclusive list of all acts or omissions that the Company may consider
as grounds for discharging any person in its service.



     5. Severance Pay. If, during the first four years of your employment, the Company terminates
your employment for any reason other than Cause or permanent disability, then the Company will
continue to pay your base salary for a period of four months following the termination of your
employment. Your base salary will be paid at the rate in effect at the time of the termination of
your employment and in accordance with the Company’s standard payroll procedures. If you elect to
continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) following the termination of your employment, then the Company will pay your monthly
premium under COBRA until the earliest of (a) the close of the
four month period following the
termination of your employment, (b) the expiration of your health insurance coverage under COBRA or
(c) the date when you receive substantially equivalent health insurance coverage in connection with
new employment or self-employment. However, this Paragraph 5 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 or other proceeding based on those claims.



     6. Proprietary Information and Inventions Agreement. Like all Company employees, you will be
required, as a condition to your employment with the




 









 







Mr. John Crouch

November 17, 2003

Page 3




Company, to sign the Company’s standard
Employee Proprietary Information and Inventions Agreement, a copy of which is attached hereto as
Exhibit A.




     7. Employment Relationship. Employment with the Company is for no specific period of time.
Your employment with the Company will be “at will,” meaning that either you or the Company may
terminate your employment at any time and for any reason, with or without cause. Any contrary representations that may have been made to you are superseded by
this offer. This is the full and complete agreement between you and the Company on this term.
Although your job duties, title, compensation and benefits, as well as the Company’s personnel
policies and procedures, may change from time to time, the “at will” nature of your employment may
only be changed in an express written agreement signed by you and the Chief Executive Officer of
the Company.



     8. Outside Activities. While you render services to the Company, you agree that you will not
engage in any other employment, consulting or other business activity without the written consent
of the Company. While you render services to the Company, you also will not assist any person or
entity in competing with the Company, in preparing to compete with the Company or in hiring any
employees or consultants of the Company.



     9. Withholding Taxes. All forms of compensation referred to in this letter agreement are
subject to reduction to reflect applicable withholding and payroll taxes and other deductions
required by law.



     10. Successors
and Assigns. The obligations of the Company under this letter
agreement shall be binding upon its successors, successors in interest
and assigns.



     11. Entire Agreement. This letter agreement supersedes and replaces any prior understandings or
agreements, whether oral or written, between you and the Company regarding the subject matter
described in this letter agreement.




     We hope that you find the foregoing terms acceptable. You may indicate your agreement with
these terms and accept this offer by signing and dating both the enclosed duplicate original of
this letter agreement and the enclosed Employee Proprietary Information and Inventions Agreement
and returning them to me. This offer, if not accepted, will expire at the close of business on
November 17, 2003. As required by law, your employment with the Company is contingent upon your
providing legal proof of your identity and authorization to work in the United States. Your
employment is also contingent upon your starting work with the Company on or before November 17,
2003.





 









 






Mr. John Crouch

November 17, 2003

Page 4




If you have any questions, please call me at 650-226-4700.



	 	 	 	 	 
	 	Very truly yours,



DemandTec, Inc. 

 	 
	 	/s/ Dan Fishback
 	 
	 	Dan Fishback 	 
	 	President and CEO	 
	 	 	 
	I have read and accept this employment offer:  	 

	 
	 



/s/ John Crouch                                        

                    Signature of [Name]




Dated: 11/17/03




Attachment



Exhibit A: Employee Proprietary Information and Inventions Agreement