Employment Agreement - Netscape Communications Corp. and Noreen Bergin


Noreen Bergin 
 


     Re: Amendment of Employment Agreement
     
Dear Noreen:

     We have agreed to amend your written employment agreement with Netscape 
Communications Corporation (the 'Company') of on or about November 6, 1995 
(the 'Agreement') to include the following paragraphs:
     
     'Upon the occurrence of a Change in Control, the Company or any 
successor entity shall be obligated to continue your Service over the 
remainder of the vesting period in effect for the shares purchased or 
purchasable under any stock option granted to you by the Company prior to the 
Change in Control so that you shall have the opportunity to vest in all those 
shares.  You shall, however, have complete discretion in determining whether 
you are to render such Service, and if so, whether it shall be performed as a 
full time employee, part-time employee or independent consultant, as 
permitted by the applicable stock option agreement.  In particular, 'Service' 
shall mean the provision of services to the Company or any parent or 
subsidiary by an individual in the capacity of an employee, a non-employee 
member of the Board of Directors or a consultant, and such 'Service' shall be 
deemed to meet the level of employment, consulting or other services required 
to continue vesting under your applicable stock option or stock purchase 
agreements.  The remaining terms of your Service during such vesting period, 
including any cash compensation payable for such Service, shall be negotiated 
in good faith by the Company or successor entity and you at the time of the 
Change in Control.  This paragraph shall only become applicable in the event 
of a Change in Control, as deemed in the following paragraph, and in the 
absence of such Change in Control, your employment shall remain 'at will' in 
accordance with the provisions of the Agreement.
     
     For purposes of this Agreement, a Change in Control shall be deemed to 
occur in the event of any of the following transactions: (A) a transaction or 
series of related transactions over a twelve (12) month period (excluding an 
initial public offering) in which the stockholders of the Company immediately 
before such transaction or series of transactions do not retain in 
substantially the same proportions as their ownership of shares of the 
Company's voting stock immediately before such event, directly or indirectly 
(including, without limitation, through their ownership of shares of the 
voting stock of a corporation which, as a result of such sale or exchange, 
owns the Company either directly or through one or more subsidiaries), at 
least a majority of the beneficial interest in the voting stock of the 
Company immediately after such transaction or related series of transactions, 
(B) the acquisition of all or substantially all of the Company's assets, C) 
the liquidation or dissolution of the Company or (D) a merger or 
consolidation wherein the stockholders of the Company immediately before such 
merger or consolidation do not retain in the substantially the same 
proportions as their ownership of shares of the Company's voting stock 
immediately before such event, directly or indirectly (including, without 
limitation, through their ownership of shares of the voting stock of a 
corporation, which, as a result of such merger or consolidation, owns the 
Company either directly or 



through one or more subsidiaries), at least of majority of the beneficial 
interest in the voting stock of the Company immediately after such merger or 
consolidation.'

     Except as amended by the foregoing paragraphs, the Agreement shall 
remain in full force and effect.
     
     Please sign and date this amendment on the spaces provided below to 
confirm your acceptance of its terms.
     
     
                                       Sincerely,
                                   
                                       NETSCAPE COMMUNICATIONS CORPORATION
                              
                              
                                       by: /s/ James Barksdale            
                                           -------------------------------
                                           James Barksdale, President and 
                                           Chief Executive Officer
                              
                              
I agree to and accept the terms and conditions of this amendment.
     
     
Dated: 1-23-97                         /s/ Noreen Bergin
       -------                         -----------------
                                       Noreen Bergin


Noreen G. Bergin 



Dear Noreen:

We are pleased to offer you employment as Vice President and Corporate 
Controller, Chief Accounting Officer for Netscape Communications Corporation. 
Your annual salary will be $150,000 per year.  In addition, you will receive 
a $50,000 annual bonus plan.  Your starting date will be December 1, 1995 (or 
earlier, subject to your availability) and you will be reporting to me.

As an employee of Netscape Communications Corporation, you will be eligible 
to participate in a number of Company-sponsored benefits, including health 
and medical benefits.  New employee benefits orientation is each Monday at 
l0:00 am in the HR Training Room at 487 E. Middlefield Rd.  Netscape has 
established a stock option plan.  Upon Board of Directors approval, the 
Company will grant you an option to purchase up to 50,000 shares of common 
stock.  Your option will be subject to your execution of the Company's 
standard stock option agreement, which will contain Netscape's customary 
terns and conditions, including vesting, of the shares over a fifty month 
period.  In the event of a corporate change of control, your incentive stock 
options will continue to vest as a consultant.

Employment with Netscape is not for a specific term and can be terminated by 
you or by us at any time for any reason, with or without cause.  Any 
statements to contrary that may have been made to you by the Company or its 
agents are superseded by this offer letter.  We request that all of our 
employees, to the extent possible, give us advance notice if they intend to 
resign.  If you accept this offer, the terms described in this letter shall 
be the terms of your employment.  Any additions or modifications of these 
terms would have to be in writing and signed by you and an officer of the 
Company.

Your employment is contingent on your executing the enclosed Netscape 
Proprietary Information and Inventions Agreement and upon your providing the 
Company with the legally required proof of your identity and authorization to 
work in the United States.

We look forward to having you join us.  If you accept the above-described 
offer, please return a signed copy of this letter and the executed 
Proprietary Information and Inventions Agreement to Netscape Human Resources. 
This offer, if not accepted, will expire on October 23, 1995.

If you have any questions, please call me.

Sincerely,

/s/ Peter Currie                        

NETSCAPE COMMUNICATIONS CORPORATION

By: Peter Currie
Chief Financial Officer


I accept this offer this 13th day of October


/s/ Noreen G. Bergin          
------------------------------
Noreen G. Bergin