{"id":38945,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-at-home-corp-and-tom-a-jermoluk.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-at-home-corp-and-tom-a-jermoluk","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-at-home-corp-and-tom-a-jermoluk.html","title":{"rendered":"Employment Agreement &#8211; At Home Corp. and Tom A. Jermoluk"},"content":{"rendered":"<pre>\n[LETTERHEAD OF @HOME NETWORK]\n\nJuly 19, 1996\n\nTom A. Jermoluk\n\nDear Tom:\n\nIt gives me great pleasure to offer you the position of President and Chief\nExecutive Officer of At Home Corporation (the 'Company'), effective July 22,\n                                               -------\n1996 (the 'Effective Date'). The Board of Directors intends to elect you\n           --------------                                                \nChairman as of the first Board of Directors meeting after the Effective Date.\nThe terms of your employment are as follows:\n\n1.   Base Compensation.  Your base salary will be $500,000 per year.  Your base\n     -----------------                                                         \nsalary shall be reviewed annually by the Board of Directors or its Compensation\nCommittee and any annual increase will be effective as of the date determined\nappropriate by the Board or its Compensation Committee.\n\n2.   Bonuses.  You will be eligible for a bonus of $200,000 per year based on\n     -------                                                                 \nthe performance of the Company with a minimum bonus to be determined by the\nBoard of Directors or its Compensation Committee.  The exact bonus formula will\nbe determined by October 1, 1996.  Performance measurements will be based on the\nCompany's annual operating plan.\n\n3.   Restricted Stock Award.\n     ---------------------- \n\n     (a)  You will be granted the right to purchase one million five hundred\nthousand (1,500,000) shares of restricted Series A common stock of the Company\n(the 'Restricted Stock') at the fair market value per share of the Company's\n      ----------------                                                      \ncommon stock at the first Board of Directors meeting after the Effective Date,\nwhich is currently expected to be ten cents ($.10) per share.  You also will be\ngranted the right to purchase fifty thousand (50,000) shares of restricted\nSeries K preferred stock of the Company (the 'Series K Stock') at $10.00 per\n                                              --------------                \nshare at the first Board of Directors meeting after the Effective Date.  (The\n50,000 shares of Series K Stock are convertible into five hundred thousand\n(500,000) shares of restricted Series A common stock of the Company, and for\npurposes of paragraph 3 of this Agreement it shall be assumed that such shares\nof Series K Stock are converted into Series A common stock).  The vesting start\ndate for the grant of the Restricted Stock and the Series K Stock will be your\nfirst date of employment.  Twenty-five (25%) percent of your Restricted Stock\nand Series K Stock will vest on the \n\n \nEffective Date. After the first twelve full calendar months from the date of\ngrant vestingrestrictions will lapse at the rate of 2.08% per month on the last\nday of each calendar month thereafter.\n\n     (b)  If you are an employee of the Company on or after the second\nanniversary of the Effective Date, the Company will guarantee (the 'First\n                                                                    -----\nGuarantee') for a period of two years so long as the Company is not publicly\n---------                                                                   \ntraded and you continue to be employed by the Company (the 'First Guarantee\n                                                            ---------------\nPeriod') that the Restricted Stock and Series K Stock shall have an aggregate\n------                                                                       \nfair market value of $10,000,000 (the 'First Guaranteed Value') as follows:\n                                       ----------------------              \n\n          (i)    At any time during the First Guarantee Period on which you\nelect to sell vested shares of Restricted Stock or Series K Stock, you may cause\nthe Company to purchase such shares, in which case the product obtained by\nmultiplying the First Guaranteed Value by the Applicable Percentage shall be\npaid by the Company in exchange for such shares of Restricted Stock and Series K\nStock.\n\n          (ii)   For purposes of this paragraph 3(b), the Applicable Percentage\nas of any date shall be equal to the number of shares of Restricted Stock and\nSeries K Stock sold by you on such date divided by 2,000,000.\n\n          (iii)  The First Guarantee shall continue until the earliest to occur\nof (A) the termination of your employment at any time pursuant to paragraphs\n5(a) or 5(b) below; or (B) ninety days after the termination of your employment\npursuant to paragraph 5(c) or 5(d).\n\n     (c)  If you are an employee of the Company on or after the fourth\nanniversary of the Effective Date, the Company will guarantee (the 'Second\n                                                                    ------\nGuarantee') for a period of five years so long as you continue to be employed by\n---------                                                                       \nthe Company (the 'Second Guarantee Period') that the Restricted Stock and Series\n                  -----------------------                                       \nK Stock shall have an aggregate fair market value of $20,000,000 (the 'Second\n                                                                       ------\nGuaranteed Value') as follows:\n----------------              \n\n          (i)    At any time that you sell vested shares of Restricted Stock or\nSeries K Stock during the Second Guarantee Period, the Company shall pay to you\nthe excess, if any, of (A) the product obtained by multiplying (x) the Second\nGuaranteed Value by (y) the Applicable Percentage over (B) the sales price of\nany such shares of Restricted Stock and Series K Stock sold by you; provided,\nhowever, that in no event shall the Company make a payment to you if the sum of\nthe amounts received by you upon the sale of all shares of Restricted Stock and\nSeries K Stock on or prior to such date or pursuant to payments on the Second\nGuarantee equal or exceed the Second Guaranteed Value multiplied by a fraction,\nthe numerator of which is the number of shares of Restricted Stock and Series K\nStock sold by you during the Second Guarantee Period, and  the denominator of\nwhich is 2,000,000.\n\n          (ii)   For purposes of this paragraph 3(c), the Applicable Percentage\nas of any date shall be equal to the number of shares of Restricted Stock and\nSeries K Stock sold by you on such date divided by 2,000,000.\n\n \n          (iii)  The Second Guarantee shall continue until the earliest to occur\nof (A) the termination of your employment at any time pursuant to paragraphs\n5(a) or 5(b) below; or (B) ninety days after the termination of your employment\npursuant to paragraph 5(c) or 5(d).\n\n          (iv)   If the Company is not publicly traded on the date during the\nSecond Guarantee Period on which you elect to sell vested shares of Restricted\nStock or Series K Stock, you may cause the Company to purchase such shares, in\nwhich case the product obtained by multiplying the Second Guaranteed Value by\nthe Applicable Percentage shall be paid by the Company in exchange for such\nshares of Restricted Stock and Series K Stock.\n\n          (v)    Notwithstanding anything in this paragraph 3 to the contrary,\n(A) in the event your employment terminates on or prior to the fourth\nanniversary of the Effective Date as a result of your death or permanent\ndisability as shall be defined in the Company's long-term disability income\nplan, you shall be eligible for the Second Guarantee pursuant to the foregoing\nprovisions, except that the Second Guaranteed Value shall be multiplied by a\nfraction, the numerator of which is the number of whole months from the\nEffective Date to the date your employment terminates, and the denominator of\nwhich is forty-eight and (B) in the event your employment terminates pursuant to\nparagraph 5(c) or 5(d) below, the Second Guarantee shall commence on such\ntermination of employment and shall continue for ninety days.\n\n4.   Indemnification.  The Company agrees to provide you with standard\n     ---------------                                                  \nindemnification for directors and officers.\n\n5.   Termination and Termination Payments.\n     ------------------------------------ \n\n     (a)  You have the right to terminate your employment at any time upon not\nless than one month's written notice to the Company.  In such event, the Company\nshall pay you all compensation (including base salary and pro rata bonus) due to\nyou to the date of termination.  The Company shall repurchase all unvested\nshares of Restricted Stock and Series K Stock owned by you on the date of your\ntermination of employment within ninety days of your termination at your\noriginal purchase price for such Restricted Stock and Series K Stock.\n\n     (b)  The Company shall have the right to terminate your employment with\n'cause' upon written notice to you.  In such event, the Company shall pay you\nall compensation (including base salary and accrued vacation but excluding\nbonus) due to you on the date of termination.  The Company shall repurchase all\nunvested shares of Restricted Stock and Series K Stock owned by you on the date\nof your termination of employment within ninety days of your termination at your\noriginal purchase price for such Restricted Stock and Series K Stock.  For\npurposes of this Agreement, termination of your employment with the Company\nshall be regarded as a termination for 'cause' only upon (i) your willful and\ncontinued failure to substantially perform your duties with the Company after\nthere is delivered to you by the Board of Directors a written demand for\nsubstantial performance which sets forth in detail the specific respects in\nwhich it believes you have not substantially performed your duties; (ii) your\nwillfully engaging in gross misconduct which is materially detrimental to the\nCompany; (iii) your committing a felony or an act of fraud against the Company\nor its affiliates; or (iv) your \n\n \nbreaching materially the terms of your employee confidentiality and proprietary\ninformation agreement with the Company or any other similar agreement that may\nbe in effect from time to time. No act, or failure to act, by you shall be\nconsidered 'willful' if done, or omitted to be done by you in good faith and in\nyour reasonable belief that your act or omission was in the best interests of\nthe Company and\/or required by applicable law. You shall not be deemed to have\nbeen terminated for cause under clause (i), (ii) or (iv) of this paragraph 5(b)\nunless and until there shall have been delivered to you a copy of a resolution\nduly adopted by the affirmative vote of not less than a majority of the entire\nmembership of the Board of Directors at a meeting of the Board of Directors\ncalled and held for that purpose (after reasonable notice to and an opportunity\nfor you, together with your counsel, to be heard before the Board of Directors),\nfinding that in the good faith opinion of the Board of Directors, you are guilty\nof conduct set forth in such clauses and specifying the particulars thereof in\ndetail.\n\n     (c)  The Company shall have the right to terminate your employment for any\nreason without 'cause' upon not less than one month's written notice to you.  If\nthe Company terminates your employment for any reason without 'cause' (i) the\nCompany shall pay you all compensation (including base salary and bonus) due to\nyou at the date of your termination and continue to pay you in equal\ninstallments an amount equal to the sum of your then current monthly base salary\nplus bonus for a period of six months after the date of such termination and\n(ii) all vesting restrictions with respect to the Restricted Stock and Series K\nStock shall lapse on the date of such termination.\n\n     (d)  If you resign for any of the following reasons, it shall be deemed to\nbe a termination of your employment by the Company without 'cause':  (i) You\nshall be placed in a lower stature position than the position described in this\nAgreement; (ii) Your base salary hereunder shall be reduced by more than twenty\npercent without your consent; (iii) You shall cease to be the Chief Executive\nOfficer of the Company reporting to the Board of Directors; or (iv) the Company\nshall otherwise breach the material terms of this Agreement.\n\n6.   Vacation.  You shall be entitled to paid vacation in accordance with the\n     --------                                                                \nCompany's vacation policy for employees, as in effect from time to time.\n\n7.   Benefits.  The Company will provide you with benefits as part of its\n     --------                                                            \nstandard employee benefits package.\n\n8.   Nondisclosure.  Both you and the Company agree to keep the terms of this\n     -------------                                                           \nAgreement confidential except as may otherwise be required by law.\n\n9.   Entire Agreement.  This Agreement represents the entire agreement between\n     ----------------                                                         \nyou and the Company concerning the matters addressed herein, and supersedes all\nprior agreements and understanding on such matters.\n\n                         _____________________________\n\n \nTo indicate your acceptance of this offer, please sign this letter.  We are\npleased to have you as At Home Corporation's President and Chief Executive\nOfficer.\n\nSincerely,\n\n\nFOR THE BOARD OF DIRECTORS OF\nAT HOME CORPORATION\n\n\n\n\/s\/ L. John Doerr\nL. John Doerr\nDirector\n\n\nAGREED TO AND ACCEPTED:\n\/s\/ Thomas A. Jermoluk                            Date:    22 JUL 96\n---------------------------------                      -------------------\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-38945","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38945","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38945"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38945"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38945"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38945"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}