Exhibit 10.12


 


BladeLogic, Inc. 

10 Maguire Road 

Lexington, MA 02421


 


6/20/06


 


Jeffrey Liotta


59 Wild Rose Drive


Andover, MA 01810


 


Dear Jeff:


 


On behalf of BladeLogic,
Inc. (hereinafter “BladeLogic” or “the Company”), I am pleased to offer you the
position of Vice-President of Research and Development of BladeLogic. In making
this offer, the Board and I are expressing our enthusiastic support for your
leadership skills and abilities. The purpose of this letter is to detail the
terms of your employment.


 


•                            Job Title & Responsibilities: You will
serve as the Vice-President of Research and Development with the duties and
responsibilities that are commensurate with this position and will report to
the President & CEO. You will devote all your business time, skill,
attention and best efforts to the Company’s business and to discharge and
fulfill the responsibilities assigned to you by the Company during your
employment. You shall not render any services to any person or entity without
receiving the prior written consent of the Company, and you shall not engage in
any activity that conflicts or interferes with the performance of the duties
and responsibilities of this position.


 


•                            Start Date: June 22, 2006.


 


•                            Salary: $175,000 per year (hereinafter
referred to as your “base compensation”). You will be paid in accordance with
the Company’s normal payroll practice, and the Company will make such
deductions, withholdings and other payments which are required by law for taxes
and other charges, or which you request pursuant to payroll deductions chosen
by you.


 


•                            Bonus: In addition to your base
compensation, you will be eligible for an annual (prorated) performance target
bonus of 50% of your base compensation (the “Performance Bonus”), paid on an
annual basis which will be based on the company’s financial performance and
your individual performance in accordance with the business plan set by the
President & CEO. The Performance Bonus is subject to review and
modification by the President & CEO on an annual basis based on the needs
of the business.


 


•                            Options: Subject to the approval of the
Board, you will be granted the option to purchase 500,000 shares of common
stock issued pursuant to the Company’s 2001 Incentive Stock Option Agreement.
The exercise price for your options will be equal to


 


 

















 


the fair market value of
the stock underlying your options as determined by the Board of Directors at
the next scheduled Compensation Committee or Board meeting following your date
of hire. These options will vest in accordance with the Company’s standard
option agreement: 25% after the first year of employment and on a monthly basis
at the rate of 1/36th thereafter on the remaining 75%. Your
eligibility to receive such option as specified herein is subject to and
contingent upon execution of a stock option agreement between you and the
Company that memorializes the terms and conditions with respect thereto. In the
event of any conflict between the terms and conditions hereof and the stock
option agreement, the terms and conditions of the stock option agreement shall
control.


 


•                            Benefits: You and/or your family will be
eligible for the Company’s benefit plans (i.e., including but not necessarily
limited to health and dental insurance and other benefits the Company may
choose to offer) to the extent that you meet the eligibility criteria of these
plans. Similarly, you will also be eligible for the Company’s standard vacation
and sick leave policies. The Company has the right to change, interpret or
modify these and all other plans or policies at any time.


 


•                            Confidential Information and Restrictive Covenants: As
an employee of the Company, you will have access to confidential information.
Moreover, you may, during the course of employment, develop certain information
or inventions that will be the property of the Company. To protect the
interests of the Company, we will require you to sign, as a condition of your
employment, the Company’s Employee Non-Competition, Non-Disclosure and
Developments Agreement.


 


•                            Not In Violation of Any Non-Competition Agreements: By
acceptance of this offer of employment, you are assuring us that your
employment with BladeLogic would not violate any non-competition,
confidentiality or other obligations you may have with any current and/or
former employer. You are also certifying that you have provided us with copies
of any non-competition, confidentiality or other agreements that you signed in
conjunction with any current and/or former employment. BladeLogic reserves the
right to contact your former employer(s) if it has any concerns regarding any
non-competitive, confidentiality or other obligations that you may have.
BladeLogic also reserves the right to withdraw this offer or terminate your
employment if BladeLogic determines, in its sole discretion, that your
employment with us may violate any continuing obligations to a former employer.
Any such termination under this provision shall be with cause.


 


•                            Employment at Will: Neither the contents of
this letter nor any BladeLogic policy, procedure or practice, whether written
or verbal, or the acceptance of employment, constitutes a contract of
employment or promise to employ you, nor do they create an implied duty or
contractual obligation between you and BladeLogic. The Company is an “at will”
employer meaning that either you or the Company can terminate your employment
at any time and for any reason or no reason, with or without prior notice. This
offer letter is a summary of your initial at-will employment relationship with
the Company and is subject to later modification by the Company, provided,
however, the Company may not modify the following terms without your written
consent: “base


 


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compensation”, Bonus, or
the severance terms stated in the “Termination without Cause” section.


 


•                            Employment Eligibility: You will provide
proof of your identity as well as your legal right to work in the United
States. If you are unable to prove your ability to legally work in the United
States within a reasonable period of time, the Company will immediately
terminate your employment with cause.


 


•                            Termination without Cause: During your
employment with the Company if you are terminated without “cause”, as defined
herein, then upon execution of a general release of claims satisfactory to the
Company, the Company will provide you with the following severance benefits:
six (6) months of salary continuation at your then current rate of base salary
(the salary continuation payments shall be paid to you in accordance with the Company’s
customary payroll practices, as such practices shall be established or modified
from time to time, and shall be subject to all applicable federal, state and
local withholding, payroll and other taxes), six months of employer-paid group
health benefits on the same basis as active employees and six months continued
vesting of your stock options. If at any time while you are receiving severance
benefits from BladeLogic you commence employment elsewhere (to be determined at
the discretion of the CEO) then your severance benefits as described above will
cease at that time. Except as may be provided under this Agreement following
termination of your employment (i) any benefits to which you may be entitled
pursuant to the Company plans, policies and arrangements referred to above
shall be determined and paid in accordance with the terms of such plans,
policies and arrangements, and (ii) you shall have no right to receive any
other compensation, or to participate in any other plan, arrangement or
benefit, with respect to future periods after such termination.


 


•                            Definition of “Cause”: “Cause” shall mean:
(i) fraud, misappropriation, embezzlement or other act of material misconduct
against the Company or any of its affiliates, including without limitation,
unauthorized use or disclosure of Company confidential information or trade
secrets; (ii) conviction of any criminal act involving a felony or crime of
moral turpitude, including without limitation, misappropriation of funds or
property; (iii) willful and knowing violation of any rules or regulations of
any governmental or regulatory body material to the business of the Company,
including without limitation, of any such rules or regulations related to
sexual harassment; (iv) any intentional or material failure to perform your
employment duties or obligations hereunder or material gross negligence in
performance of such duties; (v) any material breach of the terms of this offer
letter; or (vi) a good faith determination by the CEO based on objective
evidence that the use of drugs or alcohol is significantly interfering with
your performance of your duties hereunder.


 


•                            Termination Due to Death or Disability: In
the event that your employment is terminated due to your death, the Company’s
obligations to pay base compensation, any Bonus and any other compensation or
benefits shall terminate, except that your estate or beneficiaries, as the case
may be, shall be entitled to base compensation earned through the end of the
month in which death occurs. Your executor or other representative of the


 


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estate shall have at
least ninety (90) days after your death to exercise any vested but unexercised
options. In the event that your employment is terminated due to Disability (as
hereafter defined), you shall be entitled to disability benefits in accordance
with any long-term disability (“LTD”) program then in effect for executives of
the Company as a group, if any. You or your representatives shall have at least
ninety (90) days after your termination to exercise any vested but unexercised
options. Any termination for death or Disability shall be deemed a “termination
with cause” solely for purposes of determining your ability to collect
severance benefits. All obligations of the Company to you or your estate after
death or Disability are set forth in this section alone. “Disability” shall
mean that you are unable to fulfill the duties and responsibilities of your
position at the Company for a period of time greater than three (3) consecutive
months due to illness or injury.


 


•                            Change of Control: Your definitive stock
option agreement will provide for acceleration of vesting of the greater of (i)
25% of your then unvested options or (ii) the number of your then unvested
options that would have vested over the immediately following 6 month period
upon a Sale Event (as defined in the option agreement).


 


•                            Other: This letter may not be changed or
modified except by agreement in writing, signed by you and the CEO. This
agreement shall be governed, construed and enforced in accordance with the laws
of Massachusetts without regard to principles of conflicts of law. Should any
provision of this agreement, or portion thereof, be found invalid and
unenforceable, it shall be construed to be enforceable to the greatest extent
allowable under applicable law, and the remaining provisions shall continue in
force and effect.


 


•                            Terms of Offer: This offer will remain open
until the end of business on DATE. Please sign the enclosed copy of this letter
and return it via fax (781-207-5679) to me, with the original to follow.


 


We are excited to have
you join the BladeLogic team and look forward to a long and mutually rewarding
relationship.


 


 


	
  Sincerely,

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Dev Ittycheria

  	
   

  	
   

  	
   

  	
   

  
	
  Dev
  Ittycheria 

  President and CEO

  	
   

  	
   

  	
   

  
					



 


	
  Agreed to, accepted and
  acknowledged:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Jeffrey Liotta

  	
   

  	
   

  	
   

  	
  6/20/06

  	
   

  
	
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