exv10w10



 





Exhibit 10.10




	 	 	 
	

	 	1 Circle star way, suite 200

San Carlos, CA 94070

tel (650) 226-4600

fax (650) 556-1190

www.demandtec.com






November 1, 2006




Mr. Mike Frandsen



Dear Mike:




     DemandTec, Inc. (the “Company”) and TradePoint Solutions, Inc.
(“TradePoint”) have
entered into an Agreement and Plan of Merger dated October 6, 2006 (the
“Merger Agreement”),
pursuant to which TradePoint will become a subsidiary of DemandTec. We
are pleased to offer you
continued employment following the merger, on the terms and conditions
set forth below:



     1. Effectiveness. This letter constitutes a binding offer of employment effective
only upon the Closing Date (hereafter referred to as the “Effective Date”) as defined
in the Merger
Agreement, currently anticipated to be November 6, 2006. In the event the Merger
Agreement is
terminated for any reason without the Effective Date having occurred, this offer
letter shall be terminated
without further obligation or liability of either party.



     2. Position. From and after the Effective Date, the Company will employ you in a
full-time position as Senior Vice President, Products and Product Strategy, initially
reporting to the 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.



     3. Cash Compensation. The Company will pay you a starting salary at the rate of
$225,000 per year, payable in accordance with the Company’s standard payroll
schedule. In addition to
your salary, you will be eligible to receive an annual performance bonus of $75,000
in accordance with the
incentive compensation plan that was in effect at TradePoint prior to the Effective
Date. The period of
measurement for your incentive plan began on January 1, 2006 and ends on December 31,
2006. The
bonus will be pro-rated for the period from the Start Date through and including
December 31, 2006.



     4. Employee Benefits. As a regular employee of the Company, you will be
eligible to participate in a number of Company-sponsored benefits. These benefits
are described in the
employee benefit summary that will be presented to you upon your first day of
employment. In addition,
you will be entitled to paid time off in accordance with the Company’s Paid Time Off
Policy, as in effect
from time to time.



     5. Stock Options. So that you may participate in the Company’s success, you will
be granted two options to purchase a total of 158,260 shares of the Company’s Common
Stock, subject to
the approval of the Company’s Board of Directors. The exercise price of such shares
will be equal to the
fair market value per share on the date the options are granted, as determined by the
Company’s Board of
Directors. The options 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 of 66,000 shares will vest in 25%
of the option shares after six
months of continuous service, and the balance will vest in equal monthly installments
over the next 18
months of continuous service, as described in the applicable Stock Option Agreement.
The second option
of 92,260 shares will vest in 12.5% of the option shares after six months of
continuous service, and the
balance will vest in equal monthly installments over the next 42 months of continuous
service, as
described in the applicable Stock Option Agreement.



 









 





     6. Proprietary Information and Inventions Agreement. Like all Company
employees, you will be required, as a condition to your employment with the 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. 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 Steve Feller, Senior Director of Human Resources. 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 the Effective Date.


If you have any questions, please contact your manager, or call Steve Feller at 650-226-4625.




	 	 	 	 	 
	 

	 	Very truly yours,	 	 
	 
	 	 	 	 
	 

	 	/s/ Mark Culhane	 	 
	 

	 	 	 	 
	 

	 	Mark Culhane	 	 
	 

	 	Executive Vice President and Chief Financial Officer
	 	  
	 

	 	DemandTec, Inc	 	 






	 	 	 	 	 
	I have read and accept this employment offer.

	 	 	 	 
	 
	 	 	 	 
	/s/ Mike Frandsen

	 	11-1-06	 	 
	 

	 	 	 	 
	Signature of Mike Frandsen

	 	Date	 	 





Attachment: Employee Proprietary Information and Inventions Agreement





 









 





DemandTec, Inc.

One Circle Star Way, Suite 200

San Carlos, CA 94070




May 15, 2007




Mr. Mike Frandsen




Dear Mike:




          We are pleased to inform you that on May 15, 2007, the Board of Directors of DemandTec, Inc.
(the “Company”) approved the following supplement to the letter agreement dated November 1, 2006,
between you and the Company (the “Prior Agreement”).




          1.      Accelerated Vesting. This Section 1 applies to all of the options to purchase shares of
the Company’s Common Stock granted to you during your employment with the Company, as well as any
shares of the Company’s Common Stock that you may already have purchased under options previously
granted to you (collectively, the “Options”). If a Change in Control occurs while you remain
employed with the Company and you are subject to a Constructive Termination within 12 months after
that Change in Control, then you will vest in 50% of the remaining unvested shares under each of
the Options.




          2.      Severance Pay. If the Company terminates your employment for any reason other than Cause
or Permanent Disability, then you will be entitled to the following benefits:




     (a)      The Company will continue to pay your base salary for a period of three
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. However, if you are
considered a “specified employee” under Section 409A(a)(2)(B)(i) of the Internal
Revenue Code and the regulations thereunder when your employment terminates, then
(i) the salary continuation payments under this Subsection (a) will commence on the
earliest practicable date that occurs more than six months after the employment
termination date and (ii) the installments that otherwise would have been paid
during the first six months following the employment termination date will be paid
to you in a lump sum on the earliest practicable date that occurs more than six
months after the employment termination date.




     (b)      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 the



 









 





Mr. Mike Frandsen

May 15, 2007

Page 2





same portion of your monthly premium under COBRA as it pays for active
employees until the earliest of (i) the close of the three-month period following
the termination of your employment, (ii) the expiration of your continuation
coverage under COBRA or (iii) the date when you become eligible for substantially
equivalent health insurance coverage in connection with new employment or
self-employment.


However, this Section 2 will not apply unless you (i) resign as a member of the Boards of Directors
of the Company and all of its subsidiaries, to the extent applicable, (ii) sign a general release
of claims (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 (iii) have returned all Company
property.




          3.      Definitions. The following terms have the meaning set forth below wherever they are used
in this supplemental letter agreement:




          “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.




          “Change in Control” means (a) a sale, lease or other disposition of all or substantially all
of the assets of the Company, (b) a merger or consolidation in which the Company is not the
surviving corporation or (c) 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. The
foregoing notwithstanding, a merger or consolidation or a reverse merger does not constitute a
“Change in Control” if immediately after the merger or consolidation a majority of the voting power
of the capital stock of the continuing or surviving entity, or any direct or indirect parent
corporation of the continuing or surviving entity, will be owned by the persons who were the
Company’s stockholders immediately prior to such merger or consolidation in substantially the same
proportions as their ownership of the voting power of the Company’s capital stock immediately prior
to the merger or consolidation.




          “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 that 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.




          “Permanent Disability” means that you are unable to perform the essential functions of your
position, with or without reasonable accommodation, for a period of at least 120 consecutive days
because of a physical or mental impairment.




 









 





Mr. Mike Frandsen

May 15, 2007

Page 3




          4.      Prior Agreement. Except as expressly set forth above, the Prior Agreement shall remain in
effect.




          Please indicate your acceptance of the foregoing by signing the enclosed copy of this letter
and returning it to the Company.




	 	 	 	 	 
	 	Very truly yours,



DemandTec, Inc. 

 	 
	 	By:  	                                            /s/ Dan Fishback
 	 
	 	 	Dan Fishback 	 
	 	 	President and Chief Executive Officer 	 
	 



Accepted and Agreed to:




	 	 	 
	/s/ Mike Frandsen
 


	 	  
	Mike Frandsen
	 	 
	 
	 	 
	5/15/07
 


	 	 
	Date