Skip to main content
Find a Lawyer

Employment Agreement - Network Computer Inc. and Gordon Yamate


March 10, 1999

Mr. Gordon Yamate
126 Robin Way
Los Gatos, California 95032

Dear Gordon,

We are pleased to offer you employment as Vice President and General Counsel 
for Network Computer, Inc. ('NCI' or 'the Company'). Your annual salary will 
be $200,000 less applicable withholding. You will also be eligible to 
participate in the Senior Management Bonus Plan, based upon goals and 
objectives as determined by the Chief Executive Officer and agreed upon by 
both parties. Details for the bonus plan will be provided to you subsequent 
to your start date. Your starting date will be pursuant to discussions with 
Mitchell Kertzman.

As an employee of NCI, you will be eligible to participate in a number of 
Company-sponsored benefits, including health and medical benefits. Subject to 
the Board of Director's approval, the Company will grant you an option to 
purchase up to 375,000 shares of the Company's common stock with an exercise 
price per share equal to the fair market value per share on the later of the 
date of the board action or the date that you commence employment with the 
Company. The option will vest as follows: 25% on the first anniversary of the 
date of hire, and monthly thereafter, in equal increments upon the completion 
of each of the next 36 months of service. The option is granted subject to 
the terms of the Company's 1996 Stock Option Plan and its related agreements. 
However, should the Company experience a Change in Control within your first 
12 months of service, which results in the termination of your employment 
without Cause within [12] months of your hire date, you will become vested in 
25% of your original option grant, as if you had provided 12 months of 
service. For purposes of this letter, a termination of employment without 
Cause will include continued employment (or an offer for continued 
employment) at a level below that for which you were originally hired.

Change in Control is defined as (i) a proposed sale, transfer or disposition 
of all or substantially all of the Company's assets or (ii) the consummation 
of a merger or consolidation of the Company with or into another entity or 
any other corporate reorganization, if persons who own less than 50% of the 
Company immediately prior to such merger, consolidation or other 
reorganization own immediately after such merger, consolidation or other 
reorganization 50% or more of the voting power of the outstanding securities 
of each of (A) the continuing or surviving entity and (B) any direct or 
indirect parent corporation of such continuing or surviving entity; provided, 
however, that a transaction or series of transactions in which Oracle 
Corporation sells or otherwise disposes of the securities of the Company, 
such that Oracle Corporation holds less than 50% of the Company's aggregate 
outstanding securities, shall not in itself be deemed a Change in Control. In 
addition, a transaction shall not constitute a Change in Control if its sole 
purpose is to change the state of the Company's incorporation or to create a 
holding company that will be owned in substantially the same proportions by 
the persons who held the Company's securities immediately before such 




Cause is defined as: (i) the commission of any act of fraud, embezzlement or 
dishonesty, (ii) any unauthorized use or disclosure of confidential 
information or trade secrets of the Company (or any parent or subsidiary), or 
(iii) any other intentional misconduct adversely affecting the business or 
affairs of the Company (or any parent or subsidiary) in a material manner. 
The foregoing definition shall not be deemed to be inclusive of all the acts or 
omissions which the Company (or any parent or subsidiary) may consider as 
grounds for your dismissal or discharge or the discharge of any other person 
in the service of the Company (or any parent or subsidiary).

Your employment with the Company is not for a specific term and can be 
terminated by you or by the Company at any time for any reason, with or 
without cause. We request that all of our employees, to the extent possible, 
give us advance notice if they intend to resign. Your employment with the 
Company is also contingent upon you executing the Proprietary Information 
Agreement, Employment Agreement and upon you providing the Company with the 
legally required proof of your identity. The Company also requires proof of 
eligibility to work in the United States.

To confirm your acceptance of this employment agreement, please sign and date 
this letter in the spaces provided below and return it to me. A duplicate 
original is enclosed for your records. This letter, along with other 
agreements referred to above, set forth the terms of your employment with the 
Company. This agreement supersedes any prior representations or agreements 
between you and the Company, whether written or oral, and it may not be 
modified or amended except by a document signed by an authorized officer of 
the Company and you. This offer, if not accepted, will expire on March 14, 


/s/ Mitchell E. Kertzman

Network Computer Inc.
By:  Mitchell E. Kertzman
     President and Chief Executive Officer

I agree to and accept employment with Network Computer, Inc. on the terms set 
forth in this agreement.

  /s/ Gordon Yamate                               3/12/99
Gordon Yamate                                       Date

Was this helpful?

Copied to clipboard