Employment Agreement - Liberate Technologies and Phil Vachon

November 15, 
2000 

Mitchell 
Kertzman
 
President & Chief Executive Officer
 
Liberate Technologies
 
2 Circle Star Way
 
San Carlos, CA 94070 

    Subject: 
Notice Pursuant to Employment Agreement 

Dear 
Mitchell: 

    Per 
my employment agreement, dated June 30, 2000, I am notifying you as to my intent to assume a reduced role with Liberate, as well as the dates for my transition. I would 
like to propose the following terms for your review and approval: 


I will remain in my current role as Senior Vice President Worldwide Sales (with the current level of responsibilities) until December 30, 2000.

I plan to take vacation time from December 31, 2000 until February 12, 2001 (240 hours, equal to 30 days). I will submit a 
vacation request form reflecting these dates for approval.
 
On February 27, 2001, Liberate will change my employment status to reflect a reduced role, as follows: