EX-99.(E)(16) 5 a2232934zex-99_e16.htm EX-99.(E)(16)

Exhibit (e)(16)

 

 

April 1, 2015

 

Michael Harris

386 S Hill Avenue

Pasadena,CA 91106

 

Dear Michael,

 

We are pleased to offer you the position of Chief Marketing Officer based out of our Pasadena office. You will be reporting to Barry Plaga, Interim Chief Executive Officer.

 

The principle terms and conditions of our offer are as follows:

 

Start Date

 

April 20, 2015

 

 

 

Salary

 

You will receive a monthly base salary of $24,583.33 ($295,000 annualized). Your Base Salary will be reviewed at least annually and will be adjusted by the CEO and Board of Directors at their sole discretion.

 

 

 

Cash Incentive

 

In addition to your base salary, you will be eligible for participation in the Guidance Software, Inc.’s (the “Company’’) Discretionary Bonus Incentive Plan with annualized variable earnings at $132,750 (45% of base salary) for a total On Target Earnings (OTE) of $427,750. 2015 discretionary bonus plan is based on a mix of revenue and operating income targets.


The Company pays its employees twice each month on a semi-monthly basis. Therefore, your first paycheck will be delivered to you on May 3, 2015.

 

 

 

Equity Incentive

 

As consideration for joining the Company as a key member of senior management, you will be eligible to receive an equity grant of 125,000 shares, consisting of a restricted stock grant of 50,000 shares and a stock option grant of 75,000 shares, subject to the approval of the Company’s Board of Directors, as per the terms of the Company’s Second Amended and Restated 2004 Equity Incentive Plan (the “Plan’’). Our equity grants vest 25% per year on each anniversary date from grant. Since restricted stock is treated as income once it vests, please be advised that the grant (should it be approved) will have a tax liability at each vesting event. Recognizing that the stock price will fluctuate between your hire date and the four separate dates of vesting, you should also be advised that your tax liability will be directly related to the closing stock price on the date of the vesting event. You may sell vested shares to cover your tax liability during any open window allowed for your insider designation. The proposed grant will be submitted for approval at the compensation committee meeting on May 13, 2015.

 



 

Severance

 

Notwithstanding the “At-Will” nature of your employment with Guidance Software, Inc., in the event that your employment is terminated by the Company without cause, and not within eighteen {18) months after a Change of Control (as referenced below), the Company will pay severance to you, as follows: 1) if the termination occurs during the first two (2) years after your hire date, the Company will pay you a lump sum severance equal to 50% of your annual base salary rate on the date of termination; or, 2) if the termination occurs more than two (2) years after your hire date, the Company will pay you a lump sum severance equal to 100% of your annual prevailing base salary rate at the time of termination.

Change of Control Severance and Equity Acceleration In the event the Company undergoes a “Change of Control” as defined under our Plan, and you are terminated

 

 

 

Benefits

 

You will become eligible for medical and dental health benefits on the first of the month following 30 days of employment. You will receive detailed information within two weeks of employment as to specific plans, costs and timelines for enrollment.

 

 

 

Vacation

 

You will earn 20 days of vacation benefit each year of employment.

 

 

 

Holidays

 

There are 10 paid holidays in 2015. You will also receive 1 floating holiday per year.

 

The terms and conditions of this offer are contingent upon you passing a background check, including employment references, at the sole discretion of the Company.

 

This offer is also contingent upon you completing an Employment Eligibility Verification Form and providing evidence of your identity and employment eligibility on the date that you are to begin work.

 

In addition, you will be required to sign an Employment Agreement Form. As the form will state, it is an “At-Will Employment Agreement.” Therefore, neither the form nor this letter should be construed as an employment contract. Furthermore, Guidance Software,Inc. reserves the right to revoke the offer of employment at any time, for any or no reason.

 

If you have any questions regarding this offer, please give me a call. We look forward to you joining the Guidance Software Executive Management Team.

 

Sincerely,

 

Barry J. Plaga

Interim CEO and CFO

 

If you understand and agree with the terms of our offer as set out above, please indicate acceptance with your signature below.

 



 

/s/ Michael Harris

 

4/4/15

Michael Harris

 

Date