exv10w12



 






Exhibit 10.12




	 	 	 
	ArcSight

	 	1309 South Mary Avenue
	 

	 	Sunnyvale CA 94087
	 

	 	T 408.328.5500
	 

	 	f 408.749.8700
	 

	 	www.arcsight.com






January 24, 2003




Mr. Stewart Grierson




                                        




                                        




Dear Stewart:



     This letter will serve as an offer of employment to you with ArcSight, Inc. as Vice President
Finance. You will work in this capacity on a full-time basis.



     In this position, your salary will be $11,666.66 per month, earned and paid semi-monthly.



     In addition, subject to approval of the Company’s Board of Directors or its Compensation
Committee you will be granted an option to acquire 200,000 shares of the Company’s Common Stock at
an exercise price equal to the fair market value of the shares on the date the option is granted or
your first date of employment, whichever is later. The 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 25% of the option shares after 12 months of continuous service, and the
balance will vest in equal monthly installments over the next 36 months of continuous service, as
described in your Stock Option Agreement.



     If the Company is subject to a Change in Control (as defined in the Plan) before your service
with the Company terminates and you are subject to an Involuntary Termination within 6 months after
that Change in Control, then; you shall become vested in an additional 50% of the unvested option
shares as of your termination date; and (ii) the Company will pay you severance pay and reimburse
you for the COBRA premiums paid by you to continue the health care coverage in effect for you and
your eligible dependants for a period of three (3) months following the termination of your
employment. Your severance pay will be at the rate of your base salary in effect at the time of the
termination of your employment and in accordance with the Company’s standard payroll procedures.
However, this paragraph (4) will not apply unless you (i) sign a general release of claims (in a
form prescribed by the Company,) and (ii) have returned all Company property.



     “Involuntary Termination” means (a) that your service is terminated by the Company without
Cause; (b) that you resign within thirty (30) days after the scope of your job responsibilities or
authority was materially reduced without your written consent; or (c) receipt of notice that your
principal workplace will be relocated 100 miles or more from its location at the time of notice.



     “Cause” means (a) any breach of this letter agreement, the Proprietary Information and
Inventions Agreement between you and the Company, or any other written agreement between you and
the Company, (b) any failure to comply with the Company’s written policies or rules, as they may be
in effect from time to time during your employment; (c) commission, conviction of, or a plea of
“guilty” or “no contest” to, a felony under the laws of the United States; (d) neglect of duties;
or (e) misconduct.



     As an employee, you will be eligible to participate in health and welfare benefits in
accordance with ArcSight, Inc.’s standard plan. In addition, you will accrue up to three (3) weeks
(15 days) of vacation per year pursuant to ArcSight, Inc.’s vacation policy.



     You are required to follow ArcSight, Inc.’s policies and practices. You will also have access
to certain of ArcSight, Inc.’s trade secrets, staff, customers, and confidential and proprietary
information. Accordingly, we ask that you sign the attached Proprietary Information and Inventions
agreements.



 









 





     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 prior 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.



     Please understand that your employment at ArcSight, Inc. is for no specified period of time.
It is an at-will employment relationship, and either you or ArcSight, Inc. may terminate the
relationship at any time, for any reason, with or without cause. This paragraph is intended to be
the complete and exclusive statement regarding the circumstances under which your employment may be
terminated. It supersedes any prior agreement or representation. If any term of this paragraph
conflicts with any practice or policy of ArcSight, Inc., now or in the future, the terms of this
paragraph will control. The terms of this paragraph may not be changed except by written agreement
signed by you and the President of ArcSight, Inc.



     This offer is contingent upon your completion and execution of all employment documents, as
well as your ability to provide proof of identification and authorization to work in the United
States, (within three business days of your start date of January 29, 2003) and upon the completion
and acceptance of all information related to your background check, even if this information is not
known until after your employment commences.



     This offer of employment will expire midnight January 27, 2003 unless accepted by you on the
terms contained herein.



     Finally, this offer letter sets forth all the material terms of your employment. By signing
it, and thereby accepting employment at ArcSight, Inc., you acknowledge that you have not relied
upon any other written or oral statements concerning the terms of your employment.



     Please indicate your agreement with the terms of this letter by signing and dating two (2)
copies each of both the enclosed duplicate originals of this letter agreement and the Proprietary
Information and Inventions Agreements and returning them to me.



     We’re glad to have you on board!



	 	 	 
	 

	 	Sincerely,
	 
	 	 
	 
	 	/s/ Robert W. Shaw 
	 

	 	Robert W. Shaw
	 

	 	President and CEO
	 

	 	ArcSight, Inc.





I, Stewart Grierson, accept this offer:




	 	 	 	 	 
	/s/
Stewart Grierson 	 	 
	 
	 	 	 	 
	Date:
	 	1/27/03 	 	 
	 

	 	 

	 	 







2









 





ArcSight, Inc.

Amendment to Employment Offer Letter




October 23, 2007




	 	 	 
	Stewart Grierson

	 	 
	 
	 	 
	 


	 	  
	 


	 	  






Re: Amendment to Employment Offer Letter




Dear Mr. Grierson:



Reference is made to the Employment Offer Letter between ArcSight, Inc. (“ArcSight” or the
“Company”) and you, dated January 24, 2003, including all agreements and acknowledgements attached
thereto (your “Offer Letter”). ArcSight and you desire to amend your Offer Letter to minimize
potential tax liabilities under Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”). Effective as of the date set forth above, ArcSight and you hereby amend your Offer Letter
as set forth in this letter of amendment (the “Amendment”). Terms not otherwise defined in this
Amendment shall have the meaning given to them in your Offer Letter.



The following provisions shall be added to your Offer Letter:




“In order to have a valid Involuntary Termination, you must (i) notify the Company
in writing not later than 90 days from the date of the initial event giving rise to
the Involuntary Termination and specify the specific basis for your belief that your
employment has been Involuntarily Terminated, (ii) provide the Company with at least
30 days to remedy such event constituting the Involuntary Termination and (iii)
terminate employment with the Company within 7 days following the Company’s failure
to cure.”



“To the extent (i) any payments to which you become entitled under this offer
letter, or any agreement or plan referenced herein, in connection with your
termination of employment with the Company constitute deferred compensation subject
to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and
(ii) you are deemed at the time of such termination of employment to be a
“specified” employee under Section 409A of the Code, then such payment or payment
shall not be made or commence until the earliest of (i) the expiration of
the six (6)-month period measured from the date of your “separation from service”
(as such term is at the time defined in Treasury Regulations under Section 409A of
the Code) with the Company; (ii) the date you become “disabled” (as defined in
Section 409A of the Code); or (iii) the date of your death following such separation
from service; provided, however, that such deferral shall only be
effected to the extent required to avoid adverse tax treatment to you, including
(without limitation) the additional twenty percent (20%) tax for which you would
otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such
deferral. Upon the expiration of the applicable deferral period, any payments which
would have otherwise been made during that period (whether in a single sum or in
installments) in the absence of this paragraph (together with accrued interest
thereon) shall be paid to you or your beneficiary in one lump sum. Notwithstanding
the foregoing, in the event any amounts payable to you upon your separation from
service with the



 









 





Company exceed the amounts set forth in Section 1.409A-1(b)(9)(iii)(A) and are not
payable within the time set forth in Section 1.409A-1(b)(9)(iii)(B), then such
amount shall be payable in a lump-sum payment not later than the time period
provided for in Section 1.409A-1(b)(4)(i).


Except as set forth above, your Offer Letter shall remain in full force and effect in all other
respects, and this Amendment does not supersede any of the other the terms of your Offer Letter.
This Amendment and your Offer Letter will be the entire agreement relating to your employment with
ArcSight.




	 	 	 	 	 
	 	Sincerely,



ArcSight, Inc.

 	 
	 	By:  	/s/ Trâm Phi
 	 
	 	 	Trâm Phi 	 
	 	 	Vice President, General Counsel 	 
	 


I accept the terms and conditions as set forth in this Amendment. I acknowledge and agree that
this Amendment amends my Offer Letter only to the extent as set forth herein and that my Offer
Letter in all other respects remains in full force and effect.




	 	 	 	 	 
	 	 	 
	Date: November 8, 2007                     	/s/ Stewart Grierson
 	 
	 	Stewart Grierson