{"id":39137,"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-mark-mceachen.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-excite-home-and-mark-mceachen","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-excite-home-and-mark-mceachen.html","title":{"rendered":"Employment Agreement &#8211; Excite@Home and Mark McEachen"},"content":{"rendered":"<pre>\nJune 29, 2000\n\n\nMr. Mark McEachen\n12 Hillcrest Manor\nRolling Hills Estates, CA 90274\n\n\nDear Mark,\n\nAs I and my senior team have had the opportunity to get to know you in the past\nweeks, we are all very impressed with you, and feel strongly you would be a\ngreat leader within our organization.  Therefore, Excite@Home is pleased to\noffer you the position of Executive Vice President and Chief Financial Officer.\nIn this position, you will report to me.\n\n\nSALARY AND BONUS\n\nYour base salary will be an annual salary of $350,000. You will also be eligible\nto participate in the Excite@Home Executive Incentive Plan (EIP).  Your annual\ntarget award will be 40% of your base salary.  The performance measures for EIP\ncurrently in effect for 2000 are: 90% attainment of company revenue goals (40%\nof award), 90% attainment of profit\/loss minimum (40% of award), and established\nservice level agreements (20% of award).  EIP performance measures are subject\nto modification in 2000 and future years.  EIP award payments are made only if\nthe performance measures are achieved.  Your EIP for calendar year 2000\n($140,000) will be guaranteed at 100%.\n\n\nSTOCK\n\nSubject to approval by Excite@Home's Board of Directors (or its designee), you\nwill receive an option to purchase 700,000 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 (175,000) to vest on your\ndate of hire. Commencing one year after your date of hire, the remainder\n(525,000) will vest at the rate of 1\/36th per month over the next thirty-six\nmonths. Shortly after your stock option is approved you will receive a\nconfirmation notice in the mail.  Our Stock Option Plan and Stock Option Terms\nand Conditions will be made available to you on our employee Intranet site or\nmay be obtained by contacting our Stock Administration department.\n\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 Barbara Oshima at (650) 556-6063.\n\n \nMark McEachen\nPage 2 of 4\n\n\nRELOCATION\n\n\nTo assist you with your move to the San Francisco Bay Area, Excite@Home will\nagree to the following relocation package:\n\n.  Several house hunting trips 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 90 days\n.  Car rental for up to 90 days\n.  Interim living expenses for up to 90 days\n.  Customary non-recurring closing costs on the sale of your primary residence\n   in Los Angeles\n.  Customary non-recurring closing costs related to the purchase of a home in\n   the San Francisco Bay Area (your down payment, prepaid interest, and\n   property taxes will not be considered closing costs)\n\nIn addition, Excite@Home will make available to you two loans in the aggregate\namount of $2,000,000 for the purpose of assisting you in purchasing a home in\nthe San Francisco Bay Area.  Each loan will be made pursuant to a full recourse\npromissory note.  You will be responsible for the payment of any tax liability\nyou may incur in connection with these loans and their repayment.\n\nThe first loan will be for a net amount of $1,500,000 and will have a term of\nfour years.  One fourth of the principal amount will be forgiven by the Company\non each anniversary of the date that the loan is made.  Each year the Company\nwill assist you with the tax liability on the loan and interest forgiveness such\nthat you will not incur any tax liability for any part of this loan (tax make-\nwhole).  The tax liability assistance will be based on your overall tax rate.\nIf prior to the fourth anniversary of the loan date you voluntarily terminate\nyour employment from Excite@Home or your employment is terminated for cause (as\ndefined below), all remaining principal will become due and payable in full\nninety (90) days following the termination of your employment.  The first loan\nwill be made available to you within 30 days of your date of hire.\n\nThe second loan will be for an amount of $500,000 and will have a term of four\nyears.  All principal will be due on the fourth anniversary of the loan in a\nsingle balloon payment.  The Company will assist you with the tax liability on\nthe loan and interest forgiveness such that you will not incur any tax liability\nfor any part of this loan (tax make-whole).  The tax liability assistance will\nbe based on your overall tax rate. If prior to the fourth anniversary of the\nloan date you voluntarily terminate your employment from Excite@Home or your\nemployment is terminated for cause (as defined below), all remaining principal\nwill become due and payable in full ninety (90) days following the termination\nof your employment. The second loan will be available to you at any time within\none year from your hire date, subject to you having a contract in place on a new\nhome in the San Francisco Bay Area.\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 voluntary 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 under both loans.\n\nYou will also be provided with a mortgage assistance payment of $2,000 a month\n(gross) for a maximum period of four years.  This mortgage assistance will be\nprovided on a monthly basis to assist you in offsetting the higher mortgage\nexpenses, and will be initiated once you have purchased a home in the San\nFrancisco Bay Area.\n\n \nMark McEachen\nPage 3 of 4\n\n\nPrior to you and your family actually relocating, you will have up to one year\nduring which you can commute from Los Angeles.  During this period, you will be\nreimbursed for weekly airfare, hotel, and rental car expenses via expense\nreports.\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.  Such determination will not be\nmade unless a written demand for performance has been delivered to you by the\nBoard that specifically identifies how you have failed to follow its directions,\nand you are given a reasonable period of time in which to correct such\ndeficiencies.  Your conduct will not be considered `willful' if you reasonably\nbelieved that you are acting in the best interest of Excite@Home or if your\nfailure to follow Board directions was caused by physical or mental illness; (b)\nyour engagement in gross misconduct which is materially detrimental to the\nCompany; (c) your willful failure or refusal to comply in any material respect\nwith your Invention Assignment and Confidentiality Agreement (including your\ntheft of Excite@Home's proprietary information), the Company's insider trading\npolicy, or such other reasonable policies of Excite@Home where noncompliance\nwould be materially detrimental to Excite@Home; or (d) your committing an\nunlawful or criminal act (serious in nature) which would reflect badly on\nExcite@Home in Excite@Home's reasonable judgment.\n\n\nCHANGE OF CONTROL\n\nShould there be a change of control of greater than or equal to 50% of the\nownership in Excite@Home, and your position would be eliminated or your\nresponsibilities materially reduced within 24 months of the change of control,\nyou would be eligible for a severance payment equal to six months of your base\nsalary.  If a change of control policy in excess of that described above is put\nin place for 16(b) company officers at any time during your employment, you will\nreceive the same change of control provisions as other senior officers.\n\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\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\n \nMark McEachen\nPage 4 of 4\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 to some adult material, either through\nspecific work assignments or due to the presence of such material in the work\nenvironment.\n\nThis offer is contingent upon a proof of authorization to work in the United\nStates, a background investigation, satisfactory reference checks and your\nwritten acceptance.\n\nPlease return the signed original offer letter along with the New Hire Form and\nNon-Disclosure Agreement in the enclosed envelope to Lori Reeder 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.  Mark, we look forward to having you join Excite@Home as part of\nthe executive management team!\n\nSincerely,\n\n\/s\/ George Bell\n\nGeorge Bell\nChairman and Chief Executive Officer\n\nEnclosures:  Excite@Home Benefits Summary\n             New Hire Forms\n \n\nAccepted and Agreed:\n\nBy: \/s\/ Mark McEachen                         Start date:  July 17, 2000\n   _____________________\n\n________________________                      Date:_____________________, 2000\nPrint Name: Mark McEachen\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-39137","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\/39137","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=39137"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39137"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39137"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39137"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}