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April 6, 1999
Mr. Jim Peterson
P.O. Box 721026
San Jose, CA 95172
Dear Jim,
We are pleased to offer you employment as Vice President of Engineering
Operations for Network Computer, Inc. Your annual salary will be $180,000
less applicable withholding. Your starting date will be pursuant to
discussions with Steve Weinstein.
As an employee of NCI, you will be eligible to participate in a number of
Company-sponsored benefits, including health and medical benefits. The
Company has established a stock option plan, and upon Board of Directors'
approval, the Company will grant you an option to purchase up to 250,000
shares of common stock with an exercise price equal to the fair market value
as determined by the Board of Directors. 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
transaction.
Cause is defined as: (i) non performance of job duties, (ii) the commission
of any act of fraud, embezzlement or dishonesty, (iii) any unauthorized use
or disclosure of confidential information or trade secrets of the Company (or
any parent or subsidiary), or (iv) 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).
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PAGE 2
Mr. Jim Peterson
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. In the event of termination of your employment for reasons
other than cause, you are entitled to six months salary severance, payable
over the six months. 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 space provided below and return it to your manager. 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
April 13, 1999.
Sincerely,
/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.
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Jim Peterson Date
Employment Agreement - Network Computer Inc. and Jim Peterson
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