exv10w12



 





Exhibit 10.12




April 27, 2005




Ms. Linda Fayne Levinson



Dear Linda:




          DemandTec, Inc. (“DemandTec”) is pleased to offer you a position as a member of the DemandTec
Board of Directors (the “Board”). The following is some information on the benefits available to
you as a member of the Board.




          You will be eligible for a retainer of $2,500 per meeting attended in person paid monthly in
arrears. It is expressly understood that this compensation is provided solely for services being
rendered by you as a member of the DemandTec Board of Directors.




          Subject to the approval of the Board, you will be granted an option to purchase 200,000 shares
of DemandTec’s Common Stock (the “Option”). The exercise price per share will be equal to the fair
market value per share on the date the Option is granted. The Option will be subject to the terms
and conditions applicable to options granted under the DemandTec 1999 Equity Incentive Plan, as
described in that Plan and the applicable stock option agreement. The Option will be immediately
exercisable, but the purchased shares will be subject to repurchase by DemandTec 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 one year of continuous service, and the balance will vest in equal
monthly installments over the next 36 months of continuous service, as described in the applicable
stock option agreement.




          If the Company is subject to a Change in Control (as defined below) before your service with
the Company terminates and within 12 months of the date of grant of the Option, then you will be
vested in 25% of the Option shares. “Change in Control” shall mean (i) a sale, lease or other
disposition of all or substantially all of the assets of the Company, (ii) a merger or
consolidation in which the Company is not the surviving corporation, or (iii) a reverse merger in
which the Company is the surviving corporation but the shares of Common Stock outstanding
immediately preceding the merger are converted by virtue of the merger into other property, whether
in the form of securities, cash or otherwise. If the Company is subject to a Change in Control 12
months or more after the date of grant of the Option, then no additional vesting will be credited.




 









 








Linda Fayne Levinson

April 27, 2005

Page 2




          Board meetings are generally held eight (8) times per year and we would hope that your
schedule would permit you to attend all of the meetings. In addition, from time to time, there may
be projects that we would ask you to assist in. These projects would generally be limited in scope
and would not be expected to require a significant time commitment.




          DemandTec will reimburse reasonable travel and other business expenses in connection with your
duties as a Board member in accordance with DemandTec’s generally applicable policies.




          Nothing in this offer or the stock Option agreement should be construed to interfere with or
otherwise restrict in any way the rights of DemandTec’s stockholders to remove any individual from
the Board at any time in accordance with the provisions of applicable law.




          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 the enclosed duplicate original of this
letter and returning it to me.




          We look forward to you joining the Board.




	 	 	 	 	 
	 	Very truly yours,





DemandTec, Inc. 

 	 
	 	By:  	/s/  Dan Fishback
 	 
	 	 	Dan Fishback, Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 	 	 	 
	I have read and accept this offer:
	 	 	 	 
	 
	 	 	 	 
	/s/ Linda Fayne Levinson

	 	 	 	7/14/05
	 

	 	 	 	 
	Signature of Linda Fayne Levinson

	 	 	 	Dated:







 










 





			
	
	 	1 Circle Star Way, Suite 200 

San Carlos, CA 94070 

tel (650) 226-4600 

fax (650) 556-1190 

www.demandtec.com






February 15, 2007




Ms. Linda Fayne Levinson




Re: DemandTec, Inc. (“DemandTec”) Board Compensation




Dear Linda:




     This letter is to confirm our previous understanding that effective from the
first quarter of DemandTec’s fiscal year 2007 (commenced March 1, 2006), in connection
with and solely in exchange for services being rendered by you as a member of
DemandTec’s Board of Directors, you are eligible to receive an annual retainer of
$16,000 payable in equal quarterly installments.



	 	 	 	 	 
	 	Very Truly Yours,

 	 
	 	/s/ Dan Fishback
 	 
	 	Dan Fishback 	 
	 	President & CEO 	 
	 



	 	 	 
	Agreed and Accepted:
	 	 
	 
	 	 
	/s/ Linda Fayne Levinson
 

Linda Fayne Levinson

	 	 






Date: Feb
16, 2006