{"id":39135,"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-excite-home-and-byron-smith.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-excite-home-and-byron-smith","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-excite-home-and-byron-smith.html","title":{"rendered":"Employment Agreement &#8211; Excite@Home and Byron Smith"},"content":{"rendered":"<pre>\nJanuary 4, 2000\n\nMr. Byron Smith\n\nDear Byron,\n\nExcite@Home is pleased to offer you the position of Senior Vice President,\nMarketing.  In this position, you will report to Dean Gilbert, Executive Vice\nPresident and General Manager, @Home Division.\n\nSALARY AND BONUS\n\nYour base salary will be an annual salary of $250,000.  You will also be\neligible to participate in the Excite@Home Executive Incentive plan (EIP).  Your\nannual target award will be 40% of your base salary.  The performance measures\nfor EIP currently in effect for 1999 are:  90% attainment of company revenue\ngoals (40% of award), 90% attainment of profit\/loss minimum (40% of award), and\ncustomer satisfaction (20% of award).  EIP performance measures are subject to\nmodification in 2000 and future years.  EIP award payments are made only if the\nperformance measures are achieved.\n\nNotwithstanding the above, you will be guaranteed a minimum bonus of $48,000\neach year for the first two years of your employment (total of $96,000\nguaranteed over a 2-year period).  If EIP awards are greater than this bonus\nguarantee, the difference will be added to your guaranteed award.\n\nAdditionally, we have added a signing bonus of $50,000 gross.  $25,000 gross\nwill be paid in the first payroll cycle following your first day of employment,\nthe remaining $25,000 gross will be paid in the first payroll cycle in April\n2000.  If within one year of your hire date you voluntarily terminate your\nemployment you will be required to re-pay a pro-rata portion of your bonus based\non your date of termination.\n\nSTOCK\n\nSubject to approval by Excite@Home's Board of Directors (or its designee), you\nwill receive an option to purchase 200,000 shares of Series A Common Stock.  The\nexercise price of your stock option will equal the Nasdaq closing price for\nExcite@Home's Series A Common Stock on the date your stock option is approved by\nthe Board of Directors (or its designee), which we anticipate will occur within\ntwo to three weeks following your date of hire.  Your date of hire is the date\nthat you actually begin working at Excite@Home and are on Excite@Home's payroll\nrecords.  Your right to purchase your option shares will be subject to a vesting\nschedule that provides for 25% of your option shares to vest on your first year\nanniversary (twelve months) with the remainder to vest at the rate of 2.0833%\nper month over the next thirty-six months.  Shortly after your stock option is\napproved you will receive a confirmation notice in the mail.  Our Stock Option\nPlan and Stock Option Terms and Conditions will be made available to you on \n\n \nour employee Intranet site or may be obtained by contacting our Stock\nAdministration department. As discussed, we anticipate that you will take on\nadditional responsibilities within approximately 90 days of starting your\nemployment with Excite@Home. At the point of you assuming additional\nresponsibilities, you will be granted an additional 50,000 shares. Subject to\nyour satisfactory performance, you will be granted a minimum of 1__% of your\ninitial stock option grant in refresh options within the first 12 months of your\nemployment.\n\nBENEFITS\n\nWe provide health and welfare benefits, including Medical, Dental, Vision, Life\nand Disability Insurance, through our benefits plan.  Please refer to the\nattached Benefits Summary for more details.  Should you have any questions about\nthe benefit programs offered, please contact Margaret Chavez at (650) 569-2403.\n\nRELOCATION\n\nTo assist you with your move to the San Francisco Bay Area, Excite@Home will\nagree to the following relocation package.\n\n.  One house hunting trip for two\n.  Airline travel for you and your family, or mileage reimbursement if you\n   decide to drive your car to the Bay Area.\n.  Movement of household goods and up to two autos\n.  Storage of household goods and up to two autos for up to 60 days\n.  Car rental for up to 60 days\n.  Interim living expenses for up to 60 days\n.  Customary non-recurring closing costs related to the purchase of a home in\n   San Francisco Bay Area (your down payment, prepaid interest, and property\n   taxes will not be considered closing costs)\n\nIn addition, Excite@Home will make available to you two loans in the aggregate\namount of $300,000 for the purpose of assisting you in purchasing a home in the\nSan Francisco Bay Area.  Each loan will have a principal amount of $150,000, be\nmade pursuant to a full recourse promissory note, accrue simple interest\nannually at a rate sufficient to avoid imputation of income under the Internal\nRevenue Code, and be secured by your San Francisco Bay Area home and the shares\nsubject to your stock option.  You will be responsible for any tax liability you\nmay incur in connection with these loans and their repayment.  These loans will\nbe available to you at any time within one year from your hire date.\n\nThe first loan will have a term of four years.  One fourth of the principal\namount, together with all accrued and unpaid interest, will be forgiven by the\nCompany on each anniversary of the date that the loan is made.  If prior to the\nfourth anniversary of the loan date you voluntarily terminate your employment\nfrom Excite@Home or your employment is terminated for cause (as defined below),\nall remaining principal and interest will become due and payable in full ninety\n(90) days following the termination of your employment.\n\n \nThe second loan will have a term of five years.  All accrued and unpaid interest\nwill be forgiven by the Company on each anniversary of the date that the loan is\nmade.  All principal will be due on the fifth anniversary of the loan in a\nsingle balloon payment.  If prior to the fifth anniversary of the loan date you\nvoluntarily terminate your employment from Excite@Home or your employment is\nterminated for cause (as defined below), all remaining principal and interest\nwill become due and payable in full ninety (90) days following the termination\nof your employment.\n\nIn the event you sell any of the shares subject to your stock option, all\nproceeds from the sale of such shares will first be applied against all unpaid\nprincipal under the second loan.  Moreover, in the event you sell any of the\nshares subject to your stock option grant after you have provided notice that\nyou plan to voluntarily terminate your employment or after you have received\nnotice that your employment will be terminated for cause (as defined below), all\nproceeds from the sale of such shares will be applied against all unpaid\nprincipal and unpaid interest under both loans.\n\nFor purposes of this letter, termination 'for cause' will exist at any time\nafter the occurrence of one or more of the following events:  (a) a good faith\ndetermination by the Board of Directors of Excite@Home that you willfully failed\nto follow the written directions of the Board; (b) your engagement in gross\nmisconduct which is materially detrimental to the Company; (c) your willful\nfailure or refusal to comply in any material respect with your Invention\nAssignment and Confidentiality Agreement (including your theft of Excite@Home's\nproprietary information), the Company's insider trading policy, or such other\nreasonable policies of Excite@Home where noncompliance would be materially\ndetrimental to Excite@Home; or (d) your committing an unlawful or criminal act\nwhich would reflect badly on Excite@Home in Excite@Home's reasonable judgment.\n\nAUTHORIZATION TO WORK IN USA\n\nIn accordance with the Immigration Reform and Control Act of 1986, you are\nrequired to provide verification of your identity and legal rights to work in\nthe United States.  The appropriate documents must be presented for\nExcite@Home's review on your first day of employment.  If you do not provide the\nappropriate documentation, you will not be permitted to work and your date of\nhire will be delayed.  The appropriate documentation is listed on the I-9 form\nincluded.\n\nPROPRIETARY INFORMATION\n\nWe wish to impress upon you that we do not want you to bring with you any\nconfidential or proprietary material of any former employer, or to violate any\nother obligation to your former employers.  Within five days of your start date,\nyou agree to execute the company's Invention Assignment and Confidentiality\nAgreement, providing us trade secret protection of the company's proprietary\ninformation.\n\nMISCELLANEOUS\n\nAs a comprehensive Internet access provider and Internet portal, Excite@Home is\ninvolved in a wide variety of projects involving content from as many different\nsources on the Internet as possible.  As a result, Excite@Home cannot guarantee\nemployees that they will not be exposed \n\n \nto some adult material, either through specific work assignments or due to the\npresence of such material in the work environment.\n\nThis offer is contingent upon a proof of authorization to work n the United\nStates, a background investigation, satisfactory reference checks and your\nwritten acceptance by Friday, January 7, 2000.\n\nPlease return the signed original offer letter along with the New Hire Form and\nNon-Disclosure Agreement in the enclosed envelope to Elaine Morgado at 450\nBroadway, Redwood City, CA  94063.  A duplicate original is enclosed for your\nrecords.\n\nAny representations contrary to those contained in this letter which may have\nbeen made to you are superseded by this offer letter.  If you accept this offer,\nthe terms described in this letter constitute the terms of your employment with\nExcite@Home.  Byron, we look forward to having you join Excite@Home as part of\nthe executive management team!\n\nSincerely,\n\n\/s\/ Dean Gilbert\n\nDean Gilbert\nExecutive Vice President and General Manager, @Home Division\n\nEnclosures:  Excite@Home Benefits Summary\n             New Hire Forms\n\nAccepted and Agreed:\n\nBy:    \/s\/ Byron Smith                  Start date:\n    --------------------------                     --------------------\n\nPrint Name: Byron Smith                 Date:                    , 1999\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-39135","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\/39135","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=39135"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39135"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39135"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39135"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}