Employment Agreement - NetFlix Inc. and W. Barry McCarthy


 April 19, 1999                            (LETTERHEAD OF NETFLIX.COM)



 
W. Barry McCarthy
113 Gallup Road
Princeton, NJ 08540


Dear Barry:

On behalf of NetFlix, Inc., it is my pleasure to offer to you for the position
of Chief Financial Officer reporting to Reed Hastings, CEO. Your annual salary
will be $170,000 to be paid bi-weekly. You will also receive an annual bonus
targeted at $20,000.00 based on mutually determined factors and paid in six-
month increments.

In addition, we are pleased to offer you an option to purchase 330,000 shares of
the Company's Common Stock, subject to final approval by the Board of Directors.
The purchase price will be equal to the fair market value at the date of the
grant in accordance with the NetFlix, Inc. 1997 Stock Plan. These options will
vest over four years with one year cliff vesting and monthly vesting thereafter.
Should NetFlix.com be acquired, 50% (fifty percent) of these unvested options,
or 12 months worth whichever is greater, will vest immediately. If the Company
is acquired prior to May 1, 2000, total vested options shall be 206,250.

The Company will provide relocation assistance for you and your family to
relocate from Princeton, New Jersey to the San Francisco Bay Area to a cap of
$50,000. This does not include your temporary travel and short term
accommodations until your family joins you (anticipated to be July 1999). These
expenses will be either pre-paid by the Company or receipted and reimbursed to
you.

As a full-time employee of NetFlix, you are entitled to standard company
employee benefits such as vacation, sick leave and full medical insurance.

It should be noted that as a condition of employment, you will be required to
sign an agreement which addresses the issues of confidentiality, conflicts of
interest, non-competition, and patent assignments. Additionally, on your first
day of employment, you will be required to provide the Company documentary
evidence of your identity and eligibility for employment in the United States to
satisfy the requirements of Employment Eligibility Verifications (Form I-9) as
required by Federal law.

While we hope and expect that this will be the beginning of a long and rewarding
employment relationship, your employment is at-will, and either you or NetFlix
may terminate this employment relationship at anytime and for any reason, with
or without cause. We will provide you severance of six months with continued
salary, and benefits if your employment is terminated for reason other than
cause during your first year of employment.

The entire NetFlix team is looking forward to working with you!

Sincerely,

/s/ Reed Hastings

Reed Hastings
CEO

Agreed to and Accepted:


    /s/ W. Barry McCarthy             4/19/99          4/19/99
    ---------------------             -------          -------
    W. Barry McCarthy                   Date           Start Date



 TYPE:  EX-10.9
 SEQUENCE:  12
 DESCRIPTION:  FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT




                                                                    EXHIBIT 10.9
                                  KIBBLE, INC.

                 FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT

     This Founders Stock Purchase Agreement (the 'Agreement') is made as of the
20th day of October 1997 by and between Kibble Inc., a Delaware corporation (the
'Company'), and Reed Hastings (the 'Founder').

     WHEREAS pursuant to the formation of the Company and in order to induce
Founder to contribute certain property to the Company, the Company will issue to
Founder 500,000 shares of Common Stock of the Company (the 'Common Stock').

     THEREFORE, in consideration of the mutual covenants and representations
herein set forth, the parties agree as follows:

     1.   Purchase. Subject to the terms and conditions of this Agreement, the
          --------                                                            
Company hereby agrees to issue to Founder and Founder agrees to acquire from the
Company on the Closing Date (as defined below), 500,000 shares of the Common
Stock (the 'Shares') at a price of $0.05 per share, for an aggregate
consideration of $25,000.00 which consideration will be paid by Founder in the
form of the assignment and transfer to the Company (the 'Exchange') of all of
Founder's right, title and interest in and to all trade secrets, discoveries,
concepts, ideas, whether patentable or not, and all improvements thereto,
presently owned by Founder relating to the Founder's business plan (the
'Business Plan'), a description of which is attached hereto as Exhibit A.
Founder's interest in the Business Plan is valued at $25,000.00. It is hereby
acknowledged that the Business Plan is co-owned by Founder and Marc B. Randolph,
and that Mr. Randolph's interest in the Business Plan will be transferred
pursuant to a separate founders' stock purchase agreement. The parties intend
that the Exchange shall constitute a transfer in which no gain or loss is
recognized in accordance with the provisions of Section 351 of the Internal
Revenue Code of 1986, as amended.

     2.   Closing.  The purchase and sale of the Shares shall occur at a Closing
          -------                                                               
to be held contemporaneously with the execution hereof (the 'Closing Date'). At
the Closing, Founder is hereby assigning, transferring and delivering to the
Company the consideration to be paid for the Shares, and the Company is issuing
the Shares registered in the name of the Founder.

     3.   Repurchase Option.
          -----------------

          (a)    In the event of any voluntary or involuntary termination of the
Founder's Continuous Status (as such term is defined below) as an employee or
board member of the Company for any or no reason (including death or disability)
before all of the Shares are released from the Company's repurchase option
pursuant to Section 4 hereof the Company shall, upon the date of such
termination (as reasonably fixed and determined by the Company) have an
irrevocable, exclusive option for a period of sixty (60) days from such date to
repurchase up to that number of shares which constitute the Unreleased Shares
(as such term defined in Section 4 hereof) at the original purchase price per
share (the 'Repurchase Price'). Said option shall be exercised by the


 
Company by delivering written notice to the Founder or the Founder's executor
(with a copy to the Escrow Holder (as such term is defined in Section 6 hereof))
AND, at the Company's option, (i) by delivering to the Founder or the Founder's
executor a check in the amount of the aggregate Repurchase Price, or (ii) by the
Company canceling an amount of the Founder's indebtedness to the Company equal
to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so
that the combined payment and cancellation of indebtedness equals such aggregate
Repurchase Price. Upon delivery of such notice and the payment of the aggregate
Repurchase Price in any of the ways described above, the Company shall become
the legal and beneficial owner of the Shares being repurchased and all rights
and interests therein or relating thereto, and the Company shall have the right
to retain and transfer to its own name the number of Shares being repurchased by
the Company. For purposes of this Agreement, 'Continuous Status' means the
absence of any interruption of Founder's employment by or service as a member of
the Board of Directors of the Company; provided that (i) for purposes of this
Agreement, Founder's 'employment' shall be deemed to include part-time
employment status and (ii) any transition from Board of Directors member to
employee or from employee to Board of Directors member shall not be considered
an interruption of 'Continuous Status'.

          (b)    Whenever the Company shall have the right to repurchase Shares
hereunder, the Company may designate and assign one or more employees, officers,
directors or stockholders of the Company or other persons or organizations to
exercise all or a part of the Company's purchase rights under this Agreement and
purchase all or a part of such Shares. If the Fair Market Value of the Shares to
be repurchased on the date of such designation or assignment (the 'Repurchase
FMV') exceeds the aggregate Repurchase Price of such Shares, then each such
designee or assignee shall pay the Company cash equal to the difference between
the Repurchase FMV and the aggregate Repurchase Price of such Shares.

     4.   Release of Shares From Repurchase Option.
          ----------------------------------------

          (a)    (i)   Twenty-five percent (25%) of the Shares shall be released
from the Company's repurchase option exactly one year after the date of
execution of this Agreement and one forty-eighth (1/48) of the Shares shall be
released each month thereafter, provided in each case that the Founder's
Continuous Status with the Company has not terminated prior to the date of any
such release.

                 (ii)  With respect to the vesting set forth in Section 4(a)(i)
above, in the case of an Acquisition of the Company, as defined herein, then one
hundred percent (100%) of the balance of the Shares which have not yet been
released from the Company's repurchase option as set forth above shall be
released from the Company's repurchase option as of the date of closing of the
Acquisition. For purposes of this Agreement, 'Acquisition' shall mean the
Company's acquisition by an unaffiliated third party by way of merger after
which the stockholders of the Company own less than fifty percent (50%) of the
outstanding voting securities of the surviving corporation, or by way of sale by
the Company of all or substantially all of its assets or stock.

                                      -2-

 
          (b)    Any of the Shares which have not yet been released from the
Company's repurchase option are referred to herein as 'Unreleased Shares.'

          (c)    The Shares which have been released from the Company's
repurchase option shall be delivered to the Founder at the Founder's request
(see Section 6 hereof).

     5.   Restriction on Transfer; Right of First Refusal.
          -----------------------------------------------

          (a)    Before any Shares registered in the name of the Founder may be
sold or transferred (including transfer by operation of law), such Shares shall
first be offered to the Company.

                 (i)     The Founder shall deliver a notice ('Notice') to the
Company stating (A) Founder's bona fide intention to sell or transfer such
Shares, (B) the number of such Shares to be sold or transferred, (C) the price
for which the Founder proposes to sell or transfer such shares, and (D) the name
of the proposed purchaser or transferee.

                 (ii)    Within thirty (30) days after receipt of the Notice,
the Company or its assignee may elect to purchase all (but not less than all)
Shares to which the Notice refers, at the price per share specified in the
Notice. Full payment for all the Shares to which the Notice refers shall be made
by the Company or its assignee to the Founder by cash.

                 (iii)   If the Shares to which the Notice refers are not
elected to be purchased, as provided in subparagraph 5(a)(ii), the Founder may
sell the Shares to any person named in the Notice at the price specified in the
Notice or at a higher price, provided that such sale or transfer is consummated
within 60 days of the date of said Notice to the Company, and provided, further,
that any such sale is in accordance with all the terms and conditions hereof.
Any sale or transfer after such 60 day period or on terms more favorable to the
proposed purchaser or transferee then described in the Notice shall be subject
again to this subparagraph 5(a).

                 (iv)    The provisions of this subparagraph 5(a) shall
terminate on the earlier of (A) the effective date of a registration statement
filed by the Company under the Securities Act of 1933, as amended (the
'Securities Act'), with respect to an underwritten public offering of Common
Stock of the Company or (B) the closing date of a sale of assets or merger of
the Company pursuant to which stockholders of this Company receive securities of
a buyer whose shares are publicly traded. The provisions of this subparagraph
5(a) shall not apply to a transfer of any Shares by the Founder, either during
his lifetime or on death by will or intestacy to his ancestors, descendants or
spouse; provided, in each such case a transferee shall receive and hold such
Shares subject to the provisions of this Agreement and there shall be no further
transfer of such Shares except in accordance herewith.

          (b)    Founder agrees in connection with the Company's initial public
offering of its equity securities pursuant to a registration statement filed
under the Securities Act, not to sell, 

                                      -3-

 
make any short sale of, loan, grant any option for the purchase of or otherwise
dispose of any Shares without the prior written consent of the Company or its
underwriters, for such period of time (not to exceed one hundred eighty (180)
days) from the effective date of such registration as may be requested by the
Company or such underwriters; provided, that the officers and directors of the
Company who own stock of the Company also agree to such restrictions.

          (c)    The Company shall not be required (A) to transfer on its books
any Shares which shall have been sold or transferred in violation of any of the
provisions set forth in this Agreement, or (B) to treat as owner of such Shares
or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such Shares shall have been so transferred.

          6.     Escrow of Shares.
                 ----------------

          (a)    All of the Shares issued under this Agreement shall be held by
the Secretary of the Company or his designee (the 'Escrow Holder'), along with a
stock assignment executed by the Founder in blank, until the expiration in full
of the Company's option to repurchase such Shares as set forth above.

          (b)    The Escrow Holder is hereby directed to permit transfer of the
Shares only in accordance with this Agreement or instructions signed by both
parties. In the event further instructions are desired by the Escrow Holder, he
shall be entitled to rely upon directions executed by a majority of the
authorized number of the Company's Board of Directors. The Escrow Holder shall
have no liability for any act or omission hereunder while acting in good faith
in the exercise of his own judgment.

          (c)    If the Company or any assignee exercises its repurchase option
hereunder, the Escrow Holder, upon receipt of written notice of such option
exercise from the proposed transferee, shall take all steps necessary to
accomplish such transfer.

          (d)    When the repurchase option has been exercised or expires
unexercised or a portion of the Shares has been released from such repurchase
option, upon Founder's request the Escrow Holder shall promptly cause a new
certificate to be issued for such released shares and shall deliver such
certificates to the Founder.

          (e)    Subject to the terms hereof, the Founder shall have all the
rights of a stockholder with respect to such Shares while they are held in
escrow, including without limitation, the right to vote the Shares and receive
any cash dividends declared thereon. If, from time to time during the term of
the Company's repurchase option, there is (i) any stock dividend, stock split or
other change in the Shares, or (ii) any merger or sale of all or substantially
all of the assets or other acquisition of the Company, any and all new,
substituted or additional securities to which the Founder is entitled by reason
of his ownership of the Shares shall be immediately subject to this escrow,
deposited with the Escrow Holder and included thereafter as 'Shares' for
purposes of this Agreement and the Company's repurchase option.

                                      -4-

 
     7.    Legends.  All certificates representing any of the Shares subject to
           -------                                                             
the provisions of this Agreement shall have endorsed thereon legends
substantially in the following form:

           (a)   'THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE 'ACT'). THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.'

           (b)   'THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER, A REPURCHASE OPTION AND A RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE FOUNDERS STOCK
PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A
COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE
SHARES.'

     8.    Founder's Representations. In connection with the purchase of the
           -------------------------                                        
Shares and the assignment and transfer of the Business Plan to the Company,
Founder hereby represents and warrants to the Company:

                 (a)     Founder has not previously assigned, transferred,
conveyed or otherwise encumbered any of his rights, title or interests in the
Business Plan. Founder and Mr. Randolph are the exclusive owners of the Business
Plan, and no other persons or entities has or shall have any claim of ownership
with respect to any part of the Business Plan. To the best of the Founder's
knowledge, no persons are infringing any of the intellectual property rights of
the Founder in connection with the Business Plan.

                 (b)     Founder represents and warrants that Founder is
acquiring or will be acquiring the Shares for investment for Founder's own
account, not as a nominee or agent and not with the view to, or for resale in
connection with, any distribution thereof. Founder understands that the Shares
have not been, and will not be, registered under the Securities Act by reason of
a specific exemption from the registration provisions of the Securities Act that
depends upon, among other things, the bona fide nature of the investment intent
and the accuracy of such Founder's representations as expressed herein. Founder
has not been formed for the specific purpose of acquiring the Shares. Founder
further understands that the Company shall have no obligation to register the
Shares under the Act on behalf of Founder.

                 (c)     Founder is aware of the provisions of Rule 701 and Rule
144, each promulgated under the Securities Act, which in substance, permit
limited public resale of 'restricted securities' acquired, directly or
indirectly from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain of the conditions
specified

                                      -5-

 
by Rule 144, including, among other things: (1) the Sale being made through a
broker in an unsolicited 'broker's transaction' or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934); and, in the case of an affiliate, (2) the availability of certain public
information about the Company, and the amount of securities being sold during
any three month period not exceeding the limitations specified in Rule 144(e),
if applicable.

           In the event that the Company does not qualify under Rule 701, then
the securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires among other things: (1) the resale
occurring not less than two years after the party has purchased, and made full
payment for, within the meaning of Rule 144, the securities to be sold; and, in
the case of an affiliate, or of a non-affiliate who has held the securities less
than three years, (2) the availability of certain public information about the
Company, (3) the sale being made through a broker in an unsolicited 'broker's
transaction' or in transactions directly with a market maker (as such term is
defined under the Securities Exchange Act of 1934, and (4) the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.

           (d)   Founder further understands that at the time Founder wishes to
sell the securities there may be no public market upon which to make such a
sale, and that, even if such a public market then exists the Company may not be
satisfying the current public information requirements of Rule 144, and that, in
such event, Founder would be precluded from selling the securities under Rule
144 even if the two-year minimum holding period had been satisfied.

           (e)   Founder further understands that in the event all of the
applicable requirements of Rule 701 and Rule 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A or some other
registration exemption will be required; and that, notwithstanding the fact that
Rule 701 and Rule 144 are not exclusive, the staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 701 and Rule 144 will have a substantial burden of proof
establishing that an exemption from registration is available for such offers or
sales and that such persons and their respective brokers who participate in such
transactions do so at their own risk.

     9.    Tax Consequences. The Founder has reviewed with the Founder's own tax
           ----------------                                                     
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement (including any
tax consequences that may result under recently enacted tax legislation). The
Founder is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Founder understands
that the Founder (and not the Company) shall be responsible for the Founder's
own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement.

                                      -6-

 
     10.   Miscellaneous.
           -------------

           (a)   The parties agree to execute such further instruments and to
take such further actions as may reasonably be necessary to carryout the intern
of this Agreement.

           (b)   Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by regular or certified mail with
postage and fees prepaid, addressed to Founder at his address shown on the
Company's employment records and to the Company at the address of its principal
corporate offices (attention: President) or at such other address as such party
may designate by ten days' advance written notice to the other party hereto.

           (c)   The Company may assign its rights and delegate its duties under
this Agreement. This Agreement shall inure to the benefit of the successors and
assigns of the Company and, subject to the restrictions on transfer herein set
forth, be binding upon Founder, his heirs, executors, administrators, successors
and assigns.

           (d)   FOUNDER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM
THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY
BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY
(NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). FOUNDER
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE
OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH FOUNDER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE FOUNDER'S
EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.



           (e)   This Agreement shall be governed by, and construed and enforced
in accordance with, the internal laws of the State of California.

                                      -7-

 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.



FOUNDER                               COMPANY

Reed Hastings
                                      Kibble, Inc.
                                      a Delaware corporation

/s/ Reed Hastings                     /s/ Marc B. Randolph
-----------------------------         -----------------------------
                                      By:
Address:                              President






          The Founder has reviewed the provisions of this Agreement, has had an
opportunity to obtain the advice of the Founder's own tax and legal advisors
prior to executing this Agreement and fully understands and agrees to the
provisions hereof. The Founder understands that the law firm of Wilson, Sonsini,
Goodrich & Rosati is acting as counsel to the Company in connection with the
transactions contemplated by the Agreement, and is not acting as counsel for the
Founder.



                                      FOUNDER


                                      -----------------------------

                                      -8-

 
                                   EXHIBIT A
                                   ---------

                           DESCRIPTION BUSINESS PLAN

                                      -9-

 
                                   EXHIBIT A
                                   ---------
                                        
     The Business Plan contemplates the formation of a company for the conduct
of renting and selling digital video discs over the Internet (the 'Business').
For purposes hereof the property transferred by Founder pursuant to the
Agreement shall include all technology (including works in process), technical
and strategic know-how and other assets related to or useful for the conduct of
the Business, including without limitation, all of the following related to such
technology, technical and strategic know-how and other assets: flow charts;
models; software; prototypes; tests; specifications; descriptions; layouts;
schematics; blueprints; engineering and design drawings; diagrams and other
documentation depicting or specifying the designs or components of such
technology, technical and strategic know-how and other assets; business,
accounting and financial records and analysis; competitive analysis and
evaluation and related data; logs; books; records; files; materials and
correspondence.

 
                               CONSENT OF SPOUSE

       I, Patty Quillin spouse of Reed Hastings read and approve the foregoing
Agreement. In consideration of granting of the right to my spouse to purchase
shares of Common Stock of Kibble, Inc. as set forth in the Agreement, I hereby
appoint my spouse as my attorney-in-fact in respect to the exercise of any
rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any shares
issued pursuant thereto under the community property laws of the State of
California or similar laws relating to marital property in effect in the state
of our residence as of the date of the signing of the foregoing Agreement.

Dated: October 31, 1997
                                    /s/ Patty Quillin
                                    -----------------
                                    (Signature of Spouse)

                                     -10-

 
                      ASSIGNMENT SEPARATE FROM CERTIFICATE

          FOR VALUE RECEIVED I,___________, hereby sell, assign and transfer
unto _____________________ shares of the Common Stock of Kibble, Inc. standing
in my name on the books of said corporation represented by Certificate No.___
herewith and do hereby irrevocably constitute and appoint-the Secretary of
Kibble, Inc. or his designee, to transfer the said stock on the books of the
within named corporation with full power of substitution in the premises.

         This Stock Assignment may be used only in accordance with the Stock
Purchase agreement between the corporation and the undersigned dated , 199_.
 
Dated:________, 199_.
 

                              Signature:  /s/ Reed Hastings
                                          -----------------


                              Name :    Reed Hastings
                                        -------------


                                     -11-

 
                                 NETFLIX, INC.

       AMENDMENT NO. 1 TO FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT

     This Amendment No. 1 (the 'Amendment') to the Founder's Restricted Stock
Purchase Agreement (the 'Agreement') with Reed Hastings (the 'Founder') is made
this 12th day of June 1998 by and between the Founder and Netflix, Inc., a
Delaware corporation (the 'Company').

                                   RECITALS

     WHEREAS, the Company and the Founder have previously entered into the 
Agreement pursuant to which the Company issued to Founder 500,000 shares of 
Common Stock of the Company (the 'Shares') to induce Founder to contribute 
certain property to the Company; and 

     WHEREAS, the Company and the Founder desire to amend the Agreement to 
provide for certain limitations on the acceleration of vesting of the Shares in 
the event of a change in control.

     NOW, THEREFORE, the Founder and the Company agree that the Agreement shall
be amended as follows:

     1.   Section 4 titled 'Release of Shares From Repurchase Option' is hereby 
amended in its entirety to rear as follows

     '4. Release of Shares From Repurchase Option.
          ----------------------------------------

          (a)  (i)    Twenty-five percent (25%) of the Shares shall be released 
from the Company's repurchase option exactly one year after the date of 
execution of this Agreement and one forty-eighth (1/48) of the Shares shall be 
released each month thereafter, provided in each case that the Founder's 
Continuous Status with the Company has not terminated prior to the date of any 
such release.

               (ii)   With respect to the vesting set forth in Section 4(a)(i) 
above, in the case of an Acquisition of the Company (as defined below), then the
balance of the Shares which have not yet been released from the Company's 
repurchase option as set forth above shall be released from the Company's 
repurchase option as follows:

                         (A) Fifty percent (50%) of the Unreleased Shares (as 
defined below) shall be released from the Company's repurchase option as of the 
date of closing of the Acquisition.

                         (B) Upon consummation of the Acquisition, the remainder
of the Unreleased Shares shall continue to vest in accordance with the terms of
this Agreement;

 
provided, however, that if Founder's employment with the Company or the 
--------  -------
successor corporation, as applicable, is terminated by the successor corporation
as a result of an Involuntary Termination (as defined below) other than for 
Cause (as defined below) within twelve months following an Acquisition, the 
remainder of all Unreleased Shares shall be released from the Company's 
repurchase option as of the date of such Involuntary Termination.

     For purposes of this Section 4, any of the following events shall 
constitute an 'Involuntary Termination': (i) a significant reduction of the 
Founder's duties, authority or responsibilities, relative to the Founder's 
duties, authority or responsibilities as in effect immediately prior to the 
Acquisition, or the assignment to Founder of such reduced duties, authority or 
responsibilities; (ii) a substantial reduction of the facilities and perquisites
(including office space and location) available to the Founder immediately prior
to the Acquisition; (iii) a reduction in the base salary of the Founder as in 
effect immediately prior to the Acquisition; (iv) a material reduction in the 
kind or level of employee benefits, including bonuses, to which the Founder was 
entitled immediately prior to the Acquisition with the result that the Founder's
overall benefits package is significantly reduced; (v) the relocation of the 
Founder to a facility or a location more than fifty (50) miles from the 
Founder's then present location, without the Founder's express written consent; 
(vi) any purported termination of the Founder by the successor corporation 
which is not effected for disability or for Cause, or any purported termination 
for which the grounds relied upon are not valid; or (vii) any act or set of 
facts or circumstances which would, under California law or statute constitute a
constructive termination of the Founder.

     For purposes of this Section 4, 'Cause' shall mean (i) any act of personal 
dishonesty taken by the Founder in connection with his responsibilities as an 
employee and intended to result in substantial personal enrichment of the 
Founder, (ii) the conviction of a felony, (iii) a willful act by the Founder 
which constitutes gross misconduct and which is injurious to the successor 
corporation, and (iv) following delivery to the Founder of a written demand for 
performance from the successor corporation which describes the basis for the 
successor corporation's belief that the Founder has not substantially performed
his duties, continued violations by the Founder of the Founder's obligations to 
the successor corporation which are demonstrably willful and deliberate on the 
Founder's part.

     For purposes of this Agreement, 'Acquisition' shall mean the Company's 
acquisition by an unaffiliated third party by way of merger after which the 
stockholders of the Company own less than fifty percent (50%) of the outstanding
voting securities of the surviving corporation, or by way of sale by the Company
of all or substantially all of its assets or stock.

     (b) Any of the Shares which have not yet been released from the Company's 
repurchase option (and any shares of capital stock or other property 
exchangeable therefor pursuant to an Acquisition) are referred to herein as 
'Unreleased Shares.'

     (c) The Shares which have been released from the Company's repurchase 
option shall be delivered to the Founder at the Founder's request (see Section 
6 hereof).

 
     IN WITNESS WHEREOF, this Amendment has been entered into as of the date
first set forth above.


NETFLIX, INC.                                FOUNDER


By: /s/ Marc Randolph                        /s/ Reed Hastings
    ---------------------------------------  ----------------------------

Name: Marc Randolph
      -------------------------------------

Title: President & Chief Executive Officer
       ------------------------------------

                                       3




 TYPE:  EX-10.10
 SEQUENCE:  13
 DESCRIPTION:  FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT


 :  PAGE>
 
                                                                   Exhibit 10.10

                                 KIBBLE, INC.

                 FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT


     This Founders Stock Purchase Agreement (the 'Agreement') is made as of the
___ day of October 1997 by and between Kibble Inc., a Delaware corporation (the
'Company'), and Marc B. Randolph (the 'Founder').

     WHEREAS pursuant to the formation of the Company and in order to induce
Founder to contribute certain property to the Company, the Company will issue to
Founder 2,700,000 shares of Common Stock of the Company (the 'Common Stock').

     THEREFORE, in consideration of the mutual covenants and representations
herein set forth, the parties agree as follows:

     1.   Purchase. Subject to the terms and conditions of this Agreement, the
          --------                                                            
Company hereby agrees to issue to Founder and Founder agrees to acquire from the
Company on the Closing Date (as defined below), 2,700,000 shares of the Common
Stock (the 'Shares') at a price of $0.05 per share, for an aggregate
consideration of $135,000.00 which consideration will be paid by Founder in the
form of the assignment and transfer to the Company (the 'Exchange') of all of
Founder's right, title and interest in and to all trade secrets, discoveries,
concepts, ideas, whether patentable or not, and all improvements thereto,
presently owned by Founder relating to the Founder's business plan (the
'Business Plan'), a description of which is attached hereto as Exhibit A.
Founder's interest in the Business Plan is valued at $135,000.00. It is hereby
acknowledged that the Business Plan is co-owned by Founder and Reed Hastings,
and that Mr. Hastings' interest in the Business Plan will be transferred
pursuant to a separate founders' stock purchase agreement. The parties intend
that the Exchange shall constitute a transfer in which no gain or loss is
recognized in accordance with the provisions of Section 351 of the Internal
Revenue Code of 1986, as amended.

     2.   Closing.  The purchase and sale of the Shares shall occur at a Closing
          -------                                                               
to be held contemporaneously with the execution hereof (the 'Closing Date'). At
the Closing, Founder is hereby assigning, transferring and delivering to the
Company the consideration to be paid for the Shares, and the Company is issuing
the Shares registered in the name of the Founder.

     3.   Repurchase Option.
          ------------------

          (a)  In the event of any voluntary or involuntary termination of the
Founder's Continuous Status (as such term is defined below) as an employee or
board member of the Company for any or no reason (including death or disability)
before all of the Shares are released from the Company's repurchase option
pursuant to Section 4 hereof, the Company shall, upon the date of such
termination (as reasonably fixed and determined by the Company) have an
irrevocable, exclusive option for a period of sixty (60) days from such date to
repurchase up to that number of shares which constitute the Unreleased Shares
(as such term defined in Section 4 hereof) at the original purchase price per
share (the 'Repurchase Price'). Said option shall be exercised by the

 
Company by delivering written notice to the Founder or the Founder's executor
(with a copy to the Escrow Holder (as such term is defined in Section 6 hereof))
AND, at the Company's option, (i) by delivering to the Founder or the Founder's
executor a check in the amount of the aggregate Repurchase Price, or (ii) by the
Company canceling an amount of the Founder's indebtedness to the Company equal
to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so
that the combined payment and cancellation of indebtedness equals such aggregate
Repurchase Price. Upon delivery of such notice and the payment of the aggregate
Repurchase Price in any of the ways described above, the Company shall become
the legal and beneficial owner of the Shares being repurchased and all rights
and interests therein or relating thereto, and the Company shall have the right
to retain and transfer to its own name the number of Shares being repurchased by
the Company. For purposes of this Agreement, 'Continuous Status' means the
absence of any interruption of Founder's employment by or service as a member of
the Board of Directors of the Company; provided that (i) for purposes of this
Agreement, Founder's 'employment' shall be deemed to include part-time
employment status and (ii) any transition from Board of Directors member to
employee or from employee to Board of Directors member shall not be considered
an interruption of 'Continuous Status'.

          (b)  Whenever the Company shall have the right to repurchase Shares
hereunder, the Company may designate and assign one or more employees, officers,
directors or stockholders of the Company or other persons or organizations to
exercise all or a part of the Company's purchase rights under this Agreement and
purchase all or a part of such Shares. If the Fair Market Value of the Shares to
be repurchased on the date of such designation or assignment (the 'Repurchase
FMV') exceeds the aggregate Repurchase Price of such Shares, then each such
designee or assignee shall pay the Company cash equal to the difference between
the Repurchase FMV and the aggregate Repurchase Price of such Shares.

     4.   Release of Shares From Repurchase Option.
          -----------------------------------------

          (a)   (i)   Twenty-five percent (25%) of the Shares shall be released
from the Company's repurchase option exactly one year after the date of
execution of this Agreement and one forty-eighth (1/48) of the Shares shall be
released each month thereafter, provided in each case that the Founder's
Continuous Status with the Company has not terminated prior to the date of any
such release.

          (ii)  With respect to the vesting set forth in Section 4(a)(i) above,
in the case of an Acquisition of the Company, as defined herein, then one
hundred percent (100%) of the balance of the Shares which have not yet been
released from the Company's repurchase option as set forth above shall be
released from the Company's repurchase option as of the date of closing of the
Acquisition. For purposes of this Agreement, 'Acquisition' shall mean the
Company's acquisition by an unaffiliated third party by way of merger after
which the stockholders of the Company own less than fifty percent (50%) of the
outstanding voting securities of the surviving corporation, or by way of sale by
the Company of all or substantially all of its assets or stock.

                                      -2-

 
          (b)  Any of the Shares which have not yet been released from the
Company's repurchase option are referred to herein as 'Unreleased Shares.'

          (c)  The Shares which have been released from the Company's repurchase
option shall be delivered to the Founder at the Founder's request (see Section 6
hereof).

     5.   Restriction on Transfer; Right of First Refusal.
          ------------------------------------------------

          (a)  Before any Shares registered in the name of the Founder may be
sold or transferred (including transfer by operation of law), such Shares shall
first be offered to the Company.

               (i)   The Founder shall deliver a notice ('Notice') to the
Company stating (A) Founder's bona fide intention to sell or transfer such
Shares, (B) the number of such Shares to be sold or transferred, (C) the price
for which the Founder proposes to sell or transfer such shares, and (D) the name
of the proposed purchaser or transferee.

               (ii)  Within thirty (30) days after receipt of the Notice, the
Company or its assignee may elect to purchase all (but not less than all) Shares
to which the Notice refers, at the price per share specified in the Notice. Full
payment for all the Shares to which the Notice refers shall be made by the
Company or its assignee to the Founder by cash.

               (iii) If the Shares to which the Notice refers are not elected to
be purchased, as provided in subparagraph 5(a)(ii), the Founder may sell the
Shares to any person named in the Notice at the price specified in the Notice or
at a higher price, provided that such sale or transfer is consummated within 60
days of the date of said Notice to the Company, and provided, further, that any
such sale is in accordance with all the terms and conditions hereof. Any sale or
transfer after such 60 day period or on terms more favorable to the proposed
purchaser or transferee then described in the Notice shall be subject again to
this subparagraph 5(a).

               (iv)  The provisions of this subparagraph 5(a) shall terminate on
the earlier of (A) the effective date of a registration statement filed by the
Company under the Securities Act of 1933, as amended (the 'Securities Act'),
with respect to an underwritten public offering of Common Stock of the Company
or (B) the closing date of a sale of assets or merger of the Company pursuant to
which stockholders of this Company receive securities of a buyer whose shares
are publicly traded. The provisions of this subparagraph 5(a) shall not apply to
a transfer of any Shares by the Founder, either during his lifetime or on death
by will or intestacy to his ancestors, descendants or spouse; provided, in each
such case a transferee shall receive and hold such Shares subject to the
provisions of this Agreement and there shall be no further transfer of such
Shares except in accordance herewith.

          (b)  Founder agrees in connection with the Company's initial public
offering of its equity securities pursuant to a registration statement filed
under the Securities Act, not to sell,

                                      -3-

 
make any short sale of, loan, grant any option for the purchase of or otherwise
dispose of any Shares without the prior written consent of the Company or its
underwriters, for such period of time (not to exceed one hundred eighty (180)
days) from the effective date of such registration as may be requested by the
Company or such underwriters; provided, that the officers and directors of the
Company who own stock of the Company also agree to such restrictions.

          (c)  The Company shall not be required (A) to transfer on its books
any Shares which shall have been sold or transferred in violation of any of the
provisions set forth in this Agreement, or (B) to treat as owner of such Shares
or to accord the right to vote as such owner or to pay dividends to any
transferee to whom such Shares shall have been so transferred.

          6.   Escrow of Shares.
               -----------------

          (a)  All of the Shares issued under this Agreement shall be held by
the Secretary of the Company or his designee (the 'Escrow Holder'), along with a
stock assignment executed by the Founder in blank, until the expiration in full
of the Company's option to repurchase such Shares as set forth above.

          (b)  The Escrow Holder is hereby directed to permit transfer of the
Shares only in accordance with this Agreement or instructions signed by both
parties. In the event further instructions are desired by the Escrow Holder, he
shall be entitled to rely upon directions executed by a majority of the
authorized number of the Company's Board of Directors. The Escrow Holder shall
have no liability for any act or omission hereunder while acting in good faith
in the exercise of his own judgment.

          (c)  If the Company or any assignee exercises its repurchase option
hereunder, the Escrow Holder, upon receipt of written notice of such option
exercise from the proposed transferee, shall take all steps necessary to
accomplish such transfer.

          (d)  When the repurchase option has been exercised or expires
unexercised or a portion of the Shares has been released from such repurchase
option, upon Founder's request the Escrow Holder shall promptly cause a new
certificate to be issued for such released shares and shall deliver such
certificates to the Founder.

          (e)  Subject to the terms hereof, the Founder shall have all the
rights of a stockholder with respect to such Shares while they are held in
escrow, including without limitation, the right to vote the Shares and receive
any cash dividends declared thereon. If, from time to time during the term of
the Company's repurchase option, there is (i) any stock dividend, stock split or
other change in the Shares, or (ii) any merger or sale of all or substantially
all of the assets or other acquisition of the Company, any and all new,
substituted or additional securities to which the Founder is entitled by reason
of his ownership of the Shares shall be immediately subject to this escrow,
deposited with the Escrow Holder and included thereafter as 'Shares' for
purposes of this Agreement and the Company's repurchase option.

                                      -4-

 
     7.   Legends.  All certificates representing any of the Shares subject to
          -------                                                             
the provisions of this Agreement shall have endorsed thereon legends
substantially in the following form:

          (a)  'THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE 'ACT'). THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.'

          (b)  'THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
CERTAIN RESTRICTIONS ON TRANSFER, A REPURCHASE OPTION AND A RIGHT OF FIRST
REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE FOUNDERS STOCK
PURCHASE AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A
COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH
TRANSFER RESTRICTIONS AND REPURCHASE OPTION ARE BINDING ON TRANSFEREES OF THESE
SHARES.'

     8.   Founder's Representations. In connection with the purchase of the
          -------------------------                                        
Shares and the assignment and transfer of the Business Plan to the Company,
Founder hereby represents and warrants to the Company:

          (a)  Founder has not previously assigned, transferred, conveyed or
otherwise encumbered any of his rights, title or interests in the Business Plan.
Founder and Mr. Hastings are the exclusive owners of the Business Plan, and no
other persons or entities has or shall have any claim of ownership with respect
to any part of the Business Plan. To the best of the Founder's knowledge, no
persons are infringing any of the intellectual property rights of the Founder in
connection with the Business Plan.

          (b)  Founder represents and warrants that Founder is acquiring or will
be acquiring the Shares for investment for Founder's own account, not as a
nominee or agent and not with the view to, or for resale in connection with, any
distribution thereof. Founder understands that the Shares have not been, and
will not be, registered under the Securities Act by reason of a specific
exemption from the registration provisions of the Securities Act that depends
upon, among other things, the bona fide nature of the investment intent and the
accuracy of such Founder's representations as expressed herein. Founder has not
been formed for the specific purpose of acquiring the Shares. Founder further
understands that the Company shall have no obligation to register the Shares
under the Act on behalf of Founder.

          (c)  Founder is aware of the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which in substance, permit limited public
resale of 'restricted securities' acquired, directly or indirectly from the
issuer thereof (or from an affiliate of such issuer), in a non-public offering
subject to the satisfaction of certain of the conditions specified

                                      -5-

 
by Rule 144, including, among other things: (1) the sale being made through a
broker in an unsolicited 'broker's transaction' or in transactions directly with
a market maker (as said term is defined under the Securities Exchange Act of
1934); and, in the case of an affiliate, (2) the availability of certain public
information about the Company, and the amount of securities being sold during
any three month period not exceeding the limitations specified in Rule 144(e),
if applicable.

          In the event that the Company does not qualify under Rule 701, then
the securities may be resold in certain limited circumstances subject to the
provisions of Rule 144, which requires among other things: (1) the resale
occurring not less than two years after the party has purchased, and made full
payment for, within the meaning of Rule 144, the securities to be sold; and, in
the case of an affiliate, or of a non-affiliate who has held the securities less
than three years, (2) the availability of certain public information about the
Company, (3) the sale being made through a broker in an unsolicited 'broker's
transaction' or in transactions directly with a market maker (as such term is
defined under the Securities Exchange Act of 1934, and (4) the amount of
securities being sold during any three month period not exceeding the specified
limitations stated therein, if applicable.

          (d)  Founder further understands that at the time Founder wishes to
sell the securities there may be no public market upon which to make such a
sale, and that, even if such a public market then exists the Company may not be
satisfying the current public information requirements of Rule 144, and that, in
such event, Founder would be precluded from selling the securities under Rule
144 even if the two-year minimum holding period had been satisfied.

          (e)  Founder further understands that in the event all of the
applicable requirements of Rule 701 and Rule 144 are not satisfied, registration
under the Securities Act, compliance with Regulation A or some other
registration exemption will be required; and that, notwithstanding the fact that
Rule 701 and Rule 144 are not exclusive, the staff of the Securities and
Exchange Commission has expressed its opinion that persons proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rule 701 and Rule 144 will have a substantial burden of proof
establishing that an exemption from registration is available for such offers or
sales and that such persons and their respective brokers who participate in such
transactions do so at their own risk.

     9.   Tax Consequences. The Founder has reviewed with the Founder's own tax
          ----------------                                                     
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement (including any
tax consequences that may result under recently enacted tax legislation). The
Founder is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents. The Founder understands
that the Founder (and not the Company) shall be responsible for the Founder's
own tax liability that may arise as a result of this investment or the
transactions contemplated by this Agreement.

                                      -6-

 
     10.  Miscellaneous.
          --------------

          (a)  The parties agree to execute such further instruments and to take
such further actions as may reasonably be necessary to carry out the intent of
this Agreement.

          (b)  Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon personal delivery or upon
deposit in the United States Post Office, by regular or certified mail with
postage and fees prepaid, addressed to Founder at his address shown on the
Company's employment records and to the Company at the address of its principal
corporate offices (attention: President) or at such other address as such party
may designate by ten days' advance written notice to the other party hereto.

          (c)  The Company may assign its rights and delegate its duties under
this Agreement. This Agreement shall inure to the benefit of the successors and
assigns of the Company and, subject to the restrictions on transfer herein set
forth, be binding upon Founder, his heirs, executors, administrators, successors
and assigns.

          (d)  FOUNDER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM
THE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY
BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY
(NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). FOUNDER
FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE
OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH FOUNDER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE FOUNDER'S
EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

          (e)  This Agreement shall be governed by, and construed and enforced
in accordance with, the internal laws of the State of California.

                                      -7-

 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

FOUNDER                               COMPANY

Marc B. Randolph                      Kibble, Inc.            
                                      a Delaware corporation 
                                      

/s/ Marc B. Randolph                  /s/ Marc B. Randolph
--------------------                  --------------------------------
                                      By:
                                      President
                        

          The Founder has reviewed the provisions of this Agreement, has had an
opportunity to obtain the advice of the Founder's own tax and legal advisors
prior to executing this Agreement and fully understands and agrees to the
provisions hereof. The Founder understands that the law firm of Wilson, Sonsini,
Goodrich & Rosati is acting as counsel to the Company in connection with the
transactions contemplated by the Agreement, and is not acting as counsel for the
Founder.

                                      FOUNDER


                                               /s/ Marc B. Randolph
                                               -----------------------

 

                                      -8-

 
                                   EXHIBIT A
                                   ---------
                                        
                           DESCRIPTION BUSINESS PLAN

                                      -9-

 
                               CONSENT OF SPOUSE

              I, Lorraine Randolph spouse of Marc Randolph read and approve the
foregoing Agreement. In consideration of granting of the right to my spouse to
purchase shares of Common Stock of Kibble, Inc. as set forth in the Agreement, I
hereby appoint my spouse as my attorney-in-fact in respect to the exercise of
any rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in said Agreement or any shares
issued pursuant thereto under the community property laws of the State of
California or similar laws relating to marital property in effect in the state
of our residence as of the date of the signing of the foregoing Agreement.

Dated: October 8, 1997


                                                        /s/ Lorraine K. Randolph
                                                        ---------------------
                                                        (Signature of Spouse)

                                      -10-

 
                     ASSIGNMENT SEPARATE FROM CERTIFICATE

              FOR VALUE RECEIVED I, ___________________, hereby sell, assign and
transfer unto ________________ shares of the Common Stock of Kibble, Inc.
standing in my name on the books of said corporation represented by Certificate
No. ___ herewith and do hereby irrevocably constitute and appoint the Secretary
of Kibble, Inc. or his designee, to transfer the said stock on the books of the
within named corporation with full power of substitution in the premises.

              This Stock Assignment may be used only in accordance with the
Stock Purchase Agreement between the corporation and the undersigned dated
_____________________, 199_.


Dated: ___________________________, 199_.
                                      





                                              Signature: /s/ Marc B. Randolph
                                                         ---------------------

                                              Name : Marc B. Randolph
                                                     ------------------------

                                      -11-

 
                     ASSIGNMENT SEPARATE FROM CERTIFICATE

                  FOR VALUE RECEIVED I, __________________, hereby sell, assign
and transfer unto ______________________________ shares of the Common Stock of
Kibble, Inc. standing in my name on the books of said corporation represented by
Certificate No._ herewith and do hereby irrevocably constitute and appoint the
Secretary of Kibble, Inc. or his designee, to transfer the said stock on the
books of the within named corporation with full power of substitution in the
premises.

              This Stock Assignment may be used only in accordance with the
Stock Purchase Agreement between the corporation and the undersigned dated 
________________, 199_.

Dated: ___________________________, 199_.





                                                Signature: /s/ Reed Hastings
                                                          ------------------- 

                                                Name: Reed Hastings
                                                     ----------------------

                                      -12-

 
                                 NETFLIX, INC.

       AMENDMENT NO. 1 TO FOUNDER'S RESTRICTED STOCK PURCHASE AGREEMENT


     This Amendment No. 1 (the 'Amendment') to the Founder's Restricted Stock 
Purchase Agreement (the 'Agreement') with Marc B. Randolph (the 'Founder') is 
made this 12th day of June 1998 by and between the Founder and Netflix, Inc., a 
Delaware corporation (the 'Company').

                                   RECITALS

     WHEREAS, the Company and the Founder have previously entered into the 
Agreement pursuant to which the Company issued to Founder 2,700,000 shares of 
Common Stock of the Company (the 'Shares') to induce Founder to contribute 
certain property to the Company; and

     WHEREAS, the Company and the Founder desire to amend the Agreement to 
provide for certain limitations on the acceleration of vesting of the Shares in 
the event of a change in control.

     NOW, THEREFORE, the Founder and the Company agree that the Agreement shall 
be amended as follows:

     1.   Section 4 titled 'Release of Shares From Repurchase Option' is hereby 
amended in its entirety to read as follows:

     '4.  Release of Shares From Repurchase Option.
          ----------------------------------------

          (a)  (i)  Twenty-five percent (25%) of the Shares shall be released 
from the Company's repurchase option exactly one year after the date of 
execution of this Agreement and one forty-eighth (1/48) of the Shares shall be 
released each month thereafter, provided in each case that the Founder's 
Continuous Status with the Company has not terminated prior to the date of any 
such release.

               (ii) With respect to the vesting set forth in Section 4(a)(i) 
above, in the case of an Acquisition of the Company (as defined below), then the
balance of the Shares which have not yet been released from the Company's 
repurchase option as set forth above shall be released from the Company's 
repurchase option as follows:

                         (A)  Fifty percent (50%) of the Unreleased Shares (as 
defined below) shall be released from the Company's repurchase option as of the 
date of closing of the Acquisition.

                         (B)  Upon consummation of the Acquisition, the 
remainder of the Unreleased Shares shall continue to vest in accordance with the
terms of this Agreement;


 
provided, however, that if Founder's employment with the Company or the
--------  -------
successor corporation, as applicable, is terminated by the successor corporation
as a result of an Involuntary Termination (as defined below) other than for
Cause (as defined below) within twelve months following an Acquisition, the
remainder of all Unreleased Shares shall be released from the Company's
repurchase option as of the date of such Involuntary Termination.

     For purposes of this Section 4, any of the following events shall
constitute an 'Involuntary Termination': (i) a significant reduction of the
Founder's duties, authority or responsibilities, relative to the Founder's
duties, authority or responsibilities as in effect immediately prior to the
Acquisition, or the assignment to Founder of such reduced duties, authority or
responsibilities; (ii) a substantial reduction of the facilities and perquisites
(including office space and location) available to the Founder immediately prior
to the Acquisition; (iii) a reduction in the base salary of the Founder as in
effect immediately prior to the Acquisition; (iv) a material reduction in the
kind or level of employee benefits, including bonuses, to which the Founder was
entitled immediately prior to the Acquisition with the result that the Founder's
overall benefits package is significantly reduced; (v) the relocation of the
Founder to a facility or a location more than fifty (50) miles from the
Founder's then present location, without the Founder's express written consent;
(vi) any purported termination of the Founder by the successor corporation which
is not effected for disability or for Cause, or any purported termination for
which the grounds relied upon are not valid; or (vii) any act or set of facts or
circumstances which would, under California law or statute constitute a
constructive termination of the Founder.

     For purposes of this Section 4, 'Cause' shall mean (i) any act of personal
dishonesty taken by the Founder in connection with his responsibilities as an
employee and intended to result in substantial personal enrichment of the
Founder, (ii) the conviction of a felony, (iii) a willful act by the Founder
which constitutes gross misconduct and which is injurious to the successor
corporation, and (iv) following delivery to the Founder of a written demand for
performance from the successor corporation which describes the basis for the
successor corporation's belief that the Founder has not substantially performed
his duties, continued violations by the Founder of the Founder's obligations to
the successor corporation which are demonstrably willful and deliberate on the
Founder's part.

     For purposes of this Agreement, 'Acquisition' shall mean the Company's
acquisition by an unaffiliated third party by way of merger after which the
stockholders of the Company own less than fifty percent (50%) of the outstanding
voting securities of the surviving corporation, or by way of sale by the Company
of all or substantially all of its assets or stock.

     (b)  Any of the Shares which have not yet been released from the Company's
repurchase option (and any shares of capital stock or other property
exchangeable therefor pursuant to an Acquisition) are referred to herein as
'Unreleased Shares.'

     (c)  The Shares which have been released from the Company's repurchase
option shall be delivered to the Founder at the Founder's request (see Section 6
hereof).


 
     IN WITNESS WHEREOF, this Amendment has been entered into as of the date
first set forth above.


NETFLIX, INC.                                FOUNDER


By: /s/ Marc Randolph                        /s/ Marc Randolph
    ---------------------------------------  ----------------------------

Name: Marc Randolph
      -------------------------------------

Title: President & Chief Executive Officer
       ------------------------------------

                                       3