January 23, 1997
Roberta R. Katz
1241 21st Avenue East
Seattle, WA 98112
Re: AMENDMENT OF EMPLOYMENT AGREEMENT
Dear Roberta:
This letter serves as written confirmation and clarification of our
prior agreement (the 'Prior Agreement') with respect to your employment in
the event of a change in control of Netscape Communications Corporation (the
'Company'), which arrangement the Company acknowledges was a condition to
your accepting employment with the Company. The Prior Agreement was set
forth in the second paragraph of a letter from you to me dated April 26, 1995
and was effective upon your accepting employment with the Company, and the
Company hereby acknowledges that the Prior Agreement has existed as an
agreement effective upon your accepting employment with the Company. In
order to clarify and confirm the Prior Agreement, we have agreed to amend
your written employment agreement with the Company dated April 4, 1995 but
signed by you as of April 26, 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 you in your capacity as 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 defined 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 purpose 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 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 a 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 written amendment on the space provided below
to confirm your acknowledgment of the Prior Agreement and to confirm your
consent to this amendment to the Agreement.
Sincerely,
NETSCAPE COMMUNICATIONS CORPORATION
By: /s/ James L. Barksdale
-----------------------------------
James L. Barksdale, President and
Chief Executive Officer
I acknowledge the Prior Agreement and confirm my consent to this amendment to
the Agreement.
/s/ Roberta R. Katz
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Roberta R. Katz
April 4, 1995
Roberta Katz
Dear Roberta:
We are delighted to offer you employment as General Counsel for Netscape
Communications Corporation. Your annual salary will be $175,000 per year.
Your anticipated start date will be July 1, 1995, and you will be reporting
to me. In addition, you will receive an Executive Relocation Package, to
assist in making your move to the Bay Area as comfortable as possible. (See
Attachment)
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.
Netscape has established a stock option plan. Upon Board of Directors
approval, the Company will grant you an option to purchase up to 150,000
shares of common stock. Your stock option agreement will be subject to
Netscape's customary terms and conditions, including vesting of the shares
and a Company repurchase right (in the event you exercise your option prior
to full vesting) over a fifty month period.
Employment with Netscape is not for a specific term and can be terminated by
you or by the us at any time for any reason, with or without cause. Any
statements to contrary that may have been made to you, or that may be 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.
This letter supersedes any previous discussions or offers. 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 yourself and me.
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,
and call to arrange a benefits overview. This offer, if not accepted, will
expire on April 10,1995.
If you have any questions, please call me.
Sincerely,
/s/ James L. Barksdale
NESTCAPE COMMUNICATIONS CORPORATION
By: Jim Barksdale
Chief Executive Officer, Netscape Communications Corporation
I accept this offer this 26th day of April 1995
/s/ Roberta R. Katz
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