{"id":39139,"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-patti-hart.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-excite-home-and-patti-hart","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-excite-home-and-patti-hart.html","title":{"rendered":"Employment Agreement &#8211; Excite@Home and Patti Hart"},"content":{"rendered":"<pre>\n                          [LETTERHEAD OF EXCITE@HOME]\n\n                                 April 18, 2001\n\nMs. Patti Hart\n147 Patricia Drive\nAtherton, CA  94027\n\nDear Patti:\n\n        On behalf of the Board of Directors of At Home Corporation, doing\nbusiness as Excite@Home (the \"Company\"), I am pleased to offer you the position\nof Chief Executive Officer of the Company on the terms set forth below.\n\n        1. Position. You will be employed by the Company as its Chief Executive\n           --------\nOfficer effective commencing on April 21, 2001 (the \"Commencement Date\") and\ncontinuing thereafter until termination pursuant to Section 6 below. You will\nhave overall responsibility for the management of the Company and will report\ndirectly to its Board of Directors. During your term of employment, you will\nalso be appointed to the Board of Directors and you will be appointed as\nChairman of the Board no later than May 2, 2001. Although you will be expected\nto devote your full working time and attention to the business of the Company,\nwe recognize and agree that you are currently serving on the Board of Directors\nof Plantronics, Inc. and Korn Ferry International and that you may continue to\nserve on such Boards. You will not render services to any other business without\nthe prior approval of the Board of Directors or, directly or indirectly, engage\nor participate in any business that is competitive in any manner with the\nbusiness of the Company. You will also be expected to comply with and be bound\nby the Company's operating policies, procedures and practices that are from time\nto time in effect during the term of your employment.\n\n        2. Cash Compensation. The details of your cash compensation are as\n           -----------------\nfollows: \n\n           (a) Base Salary. Your annual base salary will be $550,000 payable in\n               -----------\naccordance with the Company's normal payroll practices with such payroll\ndeductions and withholdings as are required by law. Your base salary will be\nreviewed on an annual basis by the Compensation Committee of the Board of\nDirectors and may be increased from time to time in the discretion of the\nCompensation Committee of the Board of Directors. (Your initial annual base\nsalary, together with any increases thereto from time to time, shall be referred\nto herein as the \"Base Salary.\")\n\n \n           (b) Bonus Compensation. \n               -------------------\n\n               (i)  You will be eligible to receive a target annual bonus of 75%\nof your Base Salary payable under the Company's Executive Incentive Plan (\"EIP\")\nsubject to satisfaction of performance objectives agreed to by you and the\nCompany. The terms of the EIP (including performance measures) other than your\ntarget bonus percentage are subject to modification from year to year by the\nBoard of Directors. (The initial target annual bonus amount for which you are\neligible, together with any increases thereto from time to time, shall be\nreferred to herein as the \"Target Bonus.\")\n\n               (ii) You will be eligible to receive an additional bonus of\n$1,000,000 (less withholdings as required by law) which shall be paid: $300,000\non August 15, 2001; $350,000 on April 21, 2002; $350,000 on August 15, 2002\n(each an \"Additional Bonus Payment Date\") provided that you are employed on the\napplicable Additional Bonus Payment Date. Notwithstanding the foregoing, any\nunpaid portion of the additional bonus will be accelerated and paid in full in\nthe event of your Termination Without Cause or Resignation for Good Reason (both\nas defined in Section 6 below); provided that if such Termination Without Cause\nor Resignation for Good Reason occurs following a Change in Control that occurs\nwithin twelve months of the Commencement Date (as defined in Section 7), no\nunpaid portion of the additional bonus, other than the initial $300,000 payment\npayable on August 15, 2001, will be paid. To secure the additional bonus, the\nCompany will provide you with one or more irrevocable standby letters of credit,\nissued between April 23 and May 18, 2001, in an amount equal to One Million\nDollars ($1,000,0000.00), payable on the dates specified above, with a reputable\nbank, and having such other terms and conditions as are satisfactory to you,\nincluding, but not limited to, an expiry date of no sooner than November 15,\n2002. The letters of credit shall be provided by the Company as security for the\nadditional bonus and you will retain all rights and full recourse against the\nCompany if you are not paid the appropriate amount of the additional bonus under\nthe letters of credit. In the event that satisfactory letters of credit are not\nprovided to you by May 18, 2001, the full amount ($1,000,000.00) of the\nadditional bonus shall become immediately due and payable to you from the\nCompany on May 19, 2001.\n\n        3. Vacation. During the first two years of employment, you will be\n           --------\neligible for three weeks of vacation annually, increasing to four weeks in years\nthree through four of employment and to five weeks in year five of employment.\n\n        4. Other Benefits. You will be eligible for the normal health insurance,\n           --------------\n401(k), employee stock purchase plan and other benefits offered to all Company\nsenior executives of similar rank and status.\n\n        5. Stock Options. On the Commencement Date, the Compensation Committee\n           -------------\nof the Board of Directors will grant you a stock option (the \"Option\") to\npurchase 1,350,000 shares of the Company's Series A Common Stock at an exercise\nprice equal to such stock's closing price on April 20, 2001.\n\n           (a) The Option will vest and become exercisable over a four year\nperiod as follows: 337,500 of the shares subject to the Option will vest and\nbecome exercisable on the Commencement Date and the remaining 1,012,500 shares\nsubject to the Option will vest and \n\n                                       2\n\n \nbecome exercisable in 36 equal monthly installments with the first monthly\ninstallment vesting on April 16, 2002, and each subsequent installment vesting\non the 16th of each month thereafter. Additional terms of the Option, consistent\nwith the terms of this letter, will be set forth in your Stock Option Agreement\nand in the Company's Equity Incentive Plan.\n\n           (b) Notwithstanding any other provision of this Section 5 to the\ncontrary, upon your Resignation for Good Reason or Termination Without Cause\n(both as defined in Section 6 below), a portion of the unvested shares subject\nto the Option will immediately vest as provided in Section 8 below.\n\n           (c) The Company will register the shares issuable under the Option on\na Form S-8 registration statement and will keep such registration statement in\neffect for the entire period the Option remains outstanding.\n\n        6. Employment and Termination. Your employment with the Company will be\n           --------------------------\nat-will and may be terminated by you or by the Company at any time for any\nreason as follows:\n\n           (a) You may resign your employment upon written notice to the Board\nof Directors within 120 days following the occurrence of a \"Good Reason,\" as\ndefined below (a \"Resignation for Good Reason\");\n\n           (b) You may resign your employment upon written notice to the Board\nof Directors at any time for any reason in your discretion Without Good Reason\n(\"Resignation Without Good Reason\");\n\n           (c) The Company may terminate your employment upon written notice to\nyou at any time following a determination by two-thirds (2\/3) vote of the entire\nBoard of Directors that there is \"Cause,\" as defined below, for such termination\n(\"Termination for Cause\");\n\n           (d) The Company may terminate your employment upon written notice to\nyou at any time in the sole discretion of the Board of Directors without a\ndetermination that there is Cause for such termination (\"Termination Without\nCause\");\n\n           (e) Your employment will automatically terminate upon your death\n(\"Termination for Death\");\n\n           (f) The Company may terminate your employment upon written notice to\nyou at any time following a determination by two-thirds (2\/3) vote of the entire\nBoard of Directors that you have a Disability (\"Termination for Disability\");\nprovided that \"Disability\" shall mean your complete inability to perform your\njob responsibilities for a period of 180 consecutive days or 180 days in the\naggregate in any 12-month period.\n\n        7. Definitions. As used in this agreement, the following terms have the\n           -----------\nfollowing meanings: \n\n           (a) \"Good Reason\" means the occurrence of any of the following\nconditions without your written consent: (i) your no longer being the Chief\nExecutive Officer of the Company; (ii) your not being nominated and elected to\nthe Company's Board of Directors; (iii) \n\n                                       3\n\n \nassignment or change of responsibilities or duties that constitutes a material,\nadverse change in the responsibilities or duties that you had prior to such\nassignment or change; (iv) a reduction in your Base Salary or Target Bonus; (v)\na material breach by the Company of any of the terms of this agreement,\nincluding but not limited to the failure by the Company to require a successor\n(whether direct or indirect, by purchase, merger, consolidation or otherwise) to\nassume expressly and agree to perform the Company's obligations under this\nagreement, as if no such succession had taken place; or (vi) the Company's\nrequiring a change of your office location by more than 35 miles from the office\nlocation where you were employed immediately preceding any such change. A\nresignation for any other reason will be a \"Resignation Without Good Reason.\"\n\n           (b) \"Cause\" means (i) a good faith determination by the Board of\nDirectors that you willfully failed to follow the lawful written directions of\nthe Board of Directors; provided that no Termination for Cause shall occur\nunless you have been provided with the Company's notice of intent to terminate\nyour employment for Cause and have had at least 30 days to cure or correct your\nbehavior, and the Board of Directors has determined that you failed to cure or\ncorrect such behavior; (ii) engagement in gross misconduct which is materially\ndetrimental to the Company; provided that no Termination for Cause shall occur\nunless you have been provided with the Company's notice of intent to terminate\nyour employment for Cause and have had at least 30 days to cure or correct your\nbehavior, and the Board of Directors has determined that you failed to cure or\ncorrect such behavior; (iii) willful and repeated failure or refusal to comply\nin any material respect with the Company's Invention Assignment and\nConfidentiality Agreement, the Company's insider trading policy, or any other\nreasonable policy of the Company where non-compliance would be materially\ndetrimental to the Company; provided that no Termination for Cause shall occur\nunless you have been provided with the Company's notice of intent to terminate\nyour employment for Cause and have had at least 30 days to cure or correct your\nbehavior, and the Board of Directors has determined that you failed to cure or\ncorrect such behavior; or (iv) commission of an unlawful or criminal act\n(serious in nature) which the Board of Directors reasonably believes would\nreflect adversely on the Company. A termination of your employment by the\nCompany for any other reason, except Disability, or in any other circumstances\nwill be a \"Termination Without Cause.\"\n\n           (c) \"Change in Control\" means (i) any person (as such term is used in\nSections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the\n\"Exchange Act\"), other than a trustee or other fiduciary holding securities of\nthe Company under an employee benefit plan of the Company, becomes the\n\"beneficial owner\" (as defined in Rule 13d-3 promulgated under the Exchange\nAct), directly or indirectly, of securities of the Company representing 50% or\nmore of (A) the outstanding shares of common stock of the Company or (B) the\ncombined voting power of the Company's then outstanding securities; provided\nthat you acknowledge that AT&amp;T Corporation (\"AT&amp;T\") currently holds in excess of\n50% of the aggregate voting power of the Company's outstanding securities, and\nthat this provision shall apply with respect to an acquisition of equity\nownership by AT&amp;T only if AT&amp;T increases its equity ownership percentage such\nthat (x) the shares of the Company (or its successor) are no longer publicly\ntraded or (y) AT&amp;T's ownership of the Company's common stock equals or exceeds\n81% of all outstanding shares of the Company's common stock; (ii) the Company is\na party to a merger or consolidation, or series of related transactions, which\nresults in the voting securities of the Company outstanding immediately prior\nthereto failing to continue to represent (either by remaining outstanding or by\nbeing converted into voting securities of the surviving \n\n                                       4\n\n \nentity) at least 50% of the combined voting power of the voting securities of\nthe Company or such surviving entity outstanding immediately after the merger or\nconsolidation, (iii) a sale or disposition of all or substantially all of the\nCompany's assets (or consummation of any transaction, or series of related\ntransaction having a similar effect); provided that no sale or disposition of\nassets will be considered individually or in the aggregate a sale of\nsubstantially all of the Company's assets as long as the Company remains in the\nactive business of providing internet access services over the cable television\ninfrastructure, (iv) a liquidation or dissolution of the Company, or (v) there\noccurs a change in the composition of the Board of Directors of the Company\nwithin a two year period following the Commencement Date, as a result of which\nfewer than a majority of the directors were Incumbent Directors (as defined\nbelow). \"Incumbent Director\" shall mean a director who either (1) is a director\nof the Company as of the Commencement Date, or (2) is elected, or nominated for\nelection, to the Board of Directors of the Company with the affirmative votes of\nat least a majority of the Incumbent Directors at the time of such election or\nnomination, but in the case of clause (2) was not elected or nominated as a\nresult of an actual or threatened proxy contest relating to the election of\ndirectors of the Company.\n\n        8. Separation Benefits. Upon termination of your employment with the\n           -------------------\nCompany for any reason, you will receive payment for all unpaid salary and\nvacation accrued to the date of your termination of employment and any\nadditional bonus otherwise payable pursuant to Section 3(b)(ii) above, and your\nbenefits will be continued under the Company's then existing benefit plans and\npolicies for so long as provided under the terms of such plans and policies and\nas required by applicable law. Under certain circumstances, subject to your\nexecution of the termination and general release agreement, attached hereto as\nExhibit A, you will also be entitled to receive severance benefits as set forth\n---------\nbelow. The termination and general release agreement contains provisions\nspecifying that you will not compete with the Company while you are receiving\nany severance payments or insurance benefits, nor will you solicit employees of\nthe Company for a period of one year after termination of your employment, that\nneither you nor the Company will disparage the other party, and that neither\nparty will have claims that survive that agreement.\n\n           (a) In the event of your Resignation Without Good Reason or\nTermination for Cause, you will not be entitled to any cash severance payments\nor additional vesting of shares of options.\n\n           (b) In the event of your Resignation for Good Reason or Termination\nWithout Cause, you will be entitled to (i) a severance payment equal to one year\nof your Base Salary plus 100% of your Target Bonus, payable over twelve months\nin accordance with the Company's normal payroll practices (less withholdings as\nare required by law); (ii) accelerated vesting of 50% of the unvested shares of\nyour Option, with all vested shares of your Option exercisable for a period of\n90 days from such termination; and (iii) one year of medical, life and\ndisability insurance benefits with the same coverage and at the same cost as\nthose provided to you immediately before your Resignation for Good Reason or\nTermination Without Cause or until you become covered by comparable coverage\nfrom another employer, whichever occurs sooner.\n\n           (c) In the event of your Termination Without Cause or Resignation for\nGood Reason within twelve months following a Change in Control, as long as you\ndo not resign for \n\n                                       5\n\n \nninety (90) days after the closing of the Change of Control, then you may resign\nyour employment for Good Reason after the expiration of such ninety (90) day\nperiod and prior to the expiration of twelve months and you will be provided the\nfollowing: (i) twelve monthly payments, each of which will be equal to the sum\nof two years of your Base Salary plus 100% of your Target Bonus divided by\ntwelve; the first such payment will be made thirty days after the Termination\nDate and each subsequent payment will be made each month thereafter; (ii)\naccelerated vesting of 100% of the unvested shares of your Option, with all\nshares of your Option exercisable for a period of 90 days from such termination;\nand (iii) two years of medical, life and disability insurance benefits with the\nsame coverage and at the same cost as those provided to you immediately before\nyour Resignation for Good Reason or Termination Without Cause or until you\nbecome covered by comparable coverage from another employer, whichever occurs\nsooner. Alternatively, if there is a Change of Control and you are not offered\nin writing the position of, or appointed as, Chief Executive Officer of the\nsurviving entity, or its parent where the surviving entity is a subsidiary,\nprior to or upon the closing of the Change of Control, as long as you do not\nresign for ninety (90) days after the closing of the Change of Control, then you\nmay resign your employment for any reason after the expiration of such ninety\n(90) day period and prior to the expiration of six months and you will receive\nthe severance benefits described in this subparagraph (c).\n\n           (d) If all or any portion of the amounts payable to you under this\nSection 8 are subject to the excise tax imposed by Section 4999 of the Internal\nRevenue Code of 1986, as amended, (or similar state tax and\/or assessment), the\nCompany shall pay you an amount necessary to place you in the same after-tax\nposition as you would have been in had no such excise tax been imposed. The\namount payable pursuant to the preceding sentence shall be increased to the\nextent necessary to pay income and excise taxes due on such amount. The\ndetermination of the amount of any such additional amount shall initially be\nmade by the independent accounting firm then employed by the Company. If at a\nlater date it is determined (pursuant to final regulations or published rulings\nof the Internal Revenue Service, final judgment of a court of competent\njurisdiction or otherwise) that the amount of excise taxes payable by you is\ngreater than the amount initially so determined, then the Company (or its\nsuccessor) shall pay you an amount equal to the sum of (1) such additional\nexcise taxes, (2) any interest, fines and penalties resulting from such\nunderpayment, plus (3) an amount necessary to reimburse you for any income,\nexcise or other taxes payable by you with respect to the amounts specified in\n(1) and (2) above, including any income, excise or other taxes payable with\nrespect to such amounts, and the reimbursement provided by this clause.\n\n           (e) No payments due you hereunder shall be subject to mitigation or\noffset.\n\n        9.  Indemnification Agreement. Upon your commencement of employment with\n            -------------------------\nthe Company, the Company will enter into its standard form of indemnification\nagreement for officers and directors, a copy of which is attached to this letter\nas Exhibit B, to indemnify you against certain liabilities you may incur as an\n   ---------\nofficer or director of the Company.\n\n        10. Assignment Agreement. Upon your commencement of employment with the\n            --------------------\nCompany, you will be required to sign its standard form of Invention Assignment\nand Confidentiality Agreement, a copy of which is attached to this letter as\nExhibit C. \n---------\n\n                                       6\n\n \n        11. Nonsolicitation. During the term of your employment with the Company\n            ---------------\nand for one year thereafter, you will not, on behalf of yourself or any third\nparty, solicit or attempt to induce any employee of the Company to terminate his\nor her employment with the Company.\n\n        12. Arbitration. The parties agree that any dispute regarding the\n            -----------\ninterpretation or enforcement of this agreement shall be decided by\nconfidential, final and binding arbitration conducted by Judicial Arbitration\nand Mediation Services (\"JAMS\") under the then existing JAMS rules rather than\nby litigation in court, trial by jury, administrative proceeding or in any other\nforum. The filing fees and arbitrator's fees and costs in such arbitration will\nbe borne by the Company. The parties will be entitled to reasonable discovery of\nessential matters as determined by the arbitrator. In the arbitration, the\nparties will be entitled to all remedies that would have been available if the\nmatter were litigated in a court of law.\n\n        13. Miscellaneous.\n            -------------\n\n            (a) Authority to Enter into Agreement. The Company represents that\n                ---------------------------------\nits Chairman of the Board has due authority to execute and deliver this\nagreement on behalf of the Company.\n\n            (b) Absence of Conflicts. You represent that upon the Commencement\n                --------------------\nDate your performance of your duties under this agreement will not breach any\nother agreement as to which you are a party.\n\n            (c) Attorneys Fees. The Company will reimburse you for up to $10,000\n                --------------\nfor attorney expenses incurred by you in connection with your acceptance of the\nterms of this agreement. If a legal action or other proceeding is brought for\nenforcement of this agreement because of an alleged dispute, breach, default, or\nmisrepresentation in connection with any of the provisions of this agreement,\nthe successful or prevailing party shall be entitled to recover reasonable\nattorneys' fees and costs incurred, both before and after judgment, in addition\nto any other relief to which they may be entitled.\n\n            (d) Successors. This agreement is binding on and may be enforced by\n                ----------\nthe Company and its successors and assigns and is binding on and may be enforced\nby you and your heirs and legal representatives. Any successor to the Company or\nsubstantially all of its business (whether by purchase, merger, consolidation or\notherwise) will in advance assume in writing and be bound by all of the Company'\nobligations under this agreement.\n\n            (e) Notices. Notices under this agreement must be in writing and\n                -------\nwill be deemed to have been given when personally delivered or two days after\nmailed by U.S. registered or certified mail, return receipt requested and\npostage prepaid. Mailed notices to you will be addressed to you at the home\naddress which you have most recently communicated to the Company in writing.\nNotices to the Company will be addressed to its General Counsel at the Company'\ncorporate headquarters.\n\n            (f) Waiver. No provision of this agreement will be modified or\n                ------\nwaived except in writing signed by you and an officer of the Company duly\nauthorized by its Board of Directors. No waiver by either party of any breach of\nthis agreement by the other party will be considered a waiver of any other\nbreach of this agreement.\n\n                                       7\n\n \n            (g) Entire Agreement. This agreement, including the attached\n                ----------------\nexhibits, represents the entire agreement between us concerning the subject\nmatter of your employment by the Company.\n\n            (h) Governing Law. This agreement will be governed by the laws of\n                -------------\nthe State of California without reference to conflict of laws provisions.\n\n         Patti, we are very pleased to extend this offer of employment to you\nand look forward to your joining the Company as its Chief Executive Officer.\nThis offer of employment is effective through _____, 2001, after which it will\nexpire. Please indicate your acceptance of the terms of this agreement by\nsigning in the place indicated below.\n\n                                                      Very truly yours,\n                                              \n                                              \n                                                      \/s\/\n                                                      --------------------------\n                                                      [name]\n                                                      Excite@Home\n\n\n\nAccepted April 16, 2001:\n\n\n\/s\/ Patti Hart\n-------------------------------------\nPatti Hart\n\n                                       8\n\n \n                                   EXHIBIT A\n\n                           GENERAL RELEASE OF CLAIMS\n\n         THIS GENERAL RELEASE OF CLAIMS (\"Release\") is between Employee\n(\"Employee\") and At Home Corporation, doing business as Excite@Home\n(\"Excite@Home\"), a Delaware corporation.\n\n           (i)  Payment of Separation Benefits. I understand that my employment\n                ------------------------------\nwith Excite@Home (the \"Company\") has terminated. The Company has agreed that if\nI choose to sign this Release on or after my last day of employment, the Company\nwill pay me Separation Benefits (the \"Separation Benefits\") set forth in my\nEmployment Agreement dated , 2001 (the \"Employment Agreement\"). I understand\nthat I am not entitled to these Separation Benefits unless I sign this Release.\nI understand that in addition to the Separation Benefits and regardless of\nwhether I sign this Release, the Company will pay me all of my accrued salary\nand vacation earned through my date of termination.\n\n           (ii) Release. \n                -------\n\n           a.   Employee and Excite@Home, on behalf of themselves and their\n                respective heirs, executors, successors and assigns, hereby\n                fully and forever release each other and their respective heirs,\n                executors, successors, agents, officers and directors, from and\n                agree not to sue concerning, any and all claims, actions,\n                obligations, duties, causes of action, whether now known or\n                unknown, suspected or unsuspected, that either of them may\n                possess based upon or arising out of any matter, cause, fact,\n                thing, act, or omission whatsoever occurring or existing at any\n                time prior to and including the date of Employee's termination\n                of employment (collectively, the \"Released Matters\"), including\n                without limitation,\n\n                (i)    any and all claims relating to or arising from Employee'\n                       employment relationship with Excite@Home and the\n                       termination of that relationship;\n\n                (ii)   any and all claims relating to, or arising from,\n                       Employee' right to purchase, or actual purchase of,\n                       shares of stock of Excite@Home, including, without\n                       limitation, any claims of fraud, misrepresentation,\n                       breach of fiduciary duty, breach of duty under applicable\n                       state corporate law, and securities fraud under any state\n                       or federal law;\n\n                (iii)  any and all claims for wrongful discharge of employment;\n                       termination in violation of public policy;\n                       discrimination; breach of contract, both express and\n                       implied; breach of a covenant of good faith and fair\n                       dealing, both express and implied; promissory estoppel;\n                       negligent or intentional \n\n \n                       infliction of emotional distress; negligent or\n                       intentional misrepresentation; negligent or intention\n                       interference with contract or prospective economic\n                       advantage; unfair business practices; defamation; libel;\n                       slander; negligence; personal injury; assault; battery;\n                       invasion of privacy; false imprisonment; and conversion.\n\n                (iv)   any and all claims for violation of any federal, state or\n                       municipal statute, including, but not limited to, Title\n                       VII of the Civil Rights Act of 1964, the Civil rights Act\n                       of 1991, the Age Discrimination in Employment Act of\n                       1967, the Americans with Disabilities Act of 1990, the\n                       Fair Labor Standards Act, the Employee Retirement Income\n                       Security Act of 1974, the Worker Adjustment and\n                       Retraining Notification Act, Older Workers Benefit\n                       Protection Act, and the California Fair Employment and\n                       Housing Act, and Labor Code section 201, et. seq.;\n\n                (v)    any and all claims for violation of the federal, or any\n                       state, constitution;\n\n                (vi)   any and all claims arising out of any other laws and\n                       regulations relating to employment or employment\n                       discrimination;\n\n                (vii)  any and all claims for attorneys' fees and costs; and\n\n                (viii) any and all claims either Excite@Home or Employee may\n                       have against the other for any acts by either occurring\n                       at any time prior to the execution of this Release.\n\nEach of the parties agrees that the foregoing enumeration of claims released is\nillustrative, and the claims hereby released are in no way limited by the above\nrecitation of specific claims, it being the intent of the parties to fully and\ncompletely release all claims whatsoever in any way relating to the Employee'\nemployment with Excite@Home and to the termination of such employment. This\nRelease does not extend to, and does not result in, a waiver or release of any\nof the following: a) any claim by Employee for workers' compensation or\nunemployment benefits; b) Employee's rights to indemnity under the Indemnity\nAgreement signed by the parties, as well as under Labor Code section 2802; c)\nEmployee's rights to her vested stock options under any and all stock option\ngrants made to her by the Company; and d) all rights and benefits to which\nEmployee is entitled under the Employment Agreement.\n\n            b.  Employee represents that Employee has no lawsuits, claims or\n                actions pending in Employee' name, or on behalf of any other\n                person or entity, against Excite@Home or any other person or\n                entity referred to herein. Employee also represents that\n                Employee does not intend to bring any claims on Employee' own\n                behalf\n\n\n                             \n                                  2         \n\n \n                   against Excite@Home or any other person or entity referred to\n                   herein.\n\n            c.     Employee and Excite@Home acknowledge that they have been\n                   advised by legal counsel and are familiar with Section 1542\n                   of the Civil Code of the State of California, which states:\n\n            A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES\n            NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING\n            THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS\n            SETTLEMENT WITH THE DEBTOR.\n\nExcite@Home and Employee each expressly waives any right or benefit which they\nhave or may have under Section 1542 of the California Civil Code or any similar\nprovision of the statutory or non-statutory law of any other jurisdiction,\nincluding Delaware. The parties acknowledge that in the future they may discover\nclaims or facts in addition to or different from those that they now know or\nbelieve to exist with respect to the subject matter of this Release, and that\neach of Employee and Excite@Home intends to fully, finally, and forever settle\nall of the Released matters in exchange for the Separation Benefits. This\nrelease will remain in effect as a full and complete release notwithstanding the\ndiscovery or existence of any additional claims or facts.\n\n            (iii)  Acknowledgment of Waiver of Claims under ADEA. Employee\n                   ---------------------------------------------\nacknowledges that Employee is waiving and releasing any rights Employee' may\nhave under the Age Discrimination in Employment Act of 1967 (\"ADEA\") and that\nthis waiver and release is knowing and voluntary. Employee and Excite@Home agree\nthat this waiver and release does not apply to any rights or claims that may\narise under ADEA after the Effective Date of this Release, Employee acknowledges\nthat the consideration given for this Release in addition to anything of value\nto which Employee was already entitled. Employee further acknowledges that\nEmployee has been advised by this writing that:\n\n                                       3\n\n \n                a.     Employee should consult with an attorney prior to\n                       executing this Release;\n\n                b.     Employee has had at least twenty-one (21) days within\n                       which to consider this Release, although Employee may\n                       accept the terms of this Release at any time within those\n                       21 days;\n\n                c.     Employee has seven (7) days following the execution of\n                       this Release by the parties to revoke this Release; and\n\n                d.     This Release will not be effective until the revocation\n                       period has expired.\n\n                (iv)   Indemnity and Employee Invention Agreement. Employee and\n                       ------------------------------------------\nCompany agree that all rights and obligations of the parties under the Indemnity\nAgreement between the parties and under the Employee Invention Assignment and\nConfidentiality Agreement will continue in effect.\n\n                (v)    Voluntary Execution of Release. This Release is executed\n                       ------------------------------\nvoluntarily and without any duress or undue influence on the part or behalf of\nthe parties hereto, with the full intent of releasing all claims. The parties\nacknowledge that:\n\n                a.     they have read this Release;\n\n                b.     they have been represented in the preparation,\n                       negotiation, and execution of this Release by legal\n                       counsel of their own choice or that they have voluntarily\n                       declined to seek such counsel;\n\n                c.     they understand the terms and consequences of this\n                       Release and of the releases it contains;\n\n                d.     they are fully aware of the legal and binding effect of\n                       this Release.\n\nEMPLOYEE HAS CONSULTED WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE AND\nUNDERSTANDS THAT, BY SIGNING THIS RELEASE, EMPLOYEE IS GIVING UP ANY LEGAL\nCLAIMS EMPLOYEE HAS AGAINST EXCITE@HOME EXCEPT AS SET FORTH IN THE EMPLOYMENT\nAGREEMENT. EMPLOYEE FURTHER ACKNOWLEDGES THAT EMPLOYEE DOES SO KNOWINGLY,\nWILLINGLY, AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE\nEMPLOYMENT AGREEMENT.\n\nEMPLOYEE                                             EXCITE@HOME\n\n\n                                                     By: \/s\/\n\/s\/ Patti Hart                                          --------------------\n--------------------------------\nSignature\n                                                     Title:_________________  \n\n                                       4\n\n \nDate:___________________________                                       \n     \n                                                     Date:_________________\n\n                                       5\n\n \n                                   EXHIBIT B\n                                   ---------\n\n                              INDEMNITY AGREEMENT\n\n     This Indemnity Agreement (this \"Agreement\"), dated as of _____________\n2000, is made by and between At Home Corporation, a Delaware corporation (the\n\"Company\"), and _________________________, a director and\/or officer of the\nCompany (the \"Indemnitee\").\n\n                                   RECITALS\n\n     A.   The Company is aware that competent and experienced persons are\nincreasingly reluctant to serve as directors or officers of corporations unless\nthey are protected by comprehensive liability insurance and\/or indemnification,\ndue to increased exposure to litigation costs and risks resulting from their\nservice to such corporations, and due to the fact that the exposure frequently\nbears no reasonable relationship to the compensation of such directors and\nofficers;\n\n     B.   Based on their experience as business managers, the Board of\nDirectors of the Company (the \"Board\") has concluded that, to retain and attract\ntalented and experienced individuals to serve as officers and directors of the\nCompany, and to encourage such individuals to take the business risks necessary\nfor the success of the Company, it is necessary for the Company contractually to\nindemnify officers and directors and to assume for itself maximum liability for\nexpenses and damages in connection with claims against such officers and\ndirectors in connection with their service to the Company;\n\n     C.   Section 145 of the General Corporation Law of Delaware, under which\nthe Company is organized (the \"Law\"), empowers the Company to indemnify by\nagreement its officers, directors, employees and Agents, and persons who serve,\nat the request of the Company, as directors, officers, employees or Agents of\nother corporations or enterprises, and expressly provides that the\nindemnification provided by the Law is not exclusive; and\n\n     D.   The Company desires and has requested the Indemnitee to serve or\ncontinue to serve as a director or officer of the Company free from undue\nconcern for claims for damages arising out of or related to such services to the\nCompany.\n\n     NOW, THEREFORE, the parties hereto, intending to be legally bound,\nhereby agree as follows:\n\n     1.   Definitions.\n          -----------\n\n          1.1   Agent. For the purposes of this Agreement, \"Agent\" means\n                -----\nany person who is or was a director or officer of the Company or a subsidiary of\nthe Company; or is or was serving at the request of, for the convenience of, or\nto represent the interest of the Company or a subsidiary of the Company as a\ndirector or officer of another foreign or domestic corporation, partnership,\njoint venture, trust or other enterprise or an affiliate of the Company, or was\na director or officer of another enterprise or affiliate of the Company at the\nrequest of, for the convenience of, or to represent the interests of such\npredecessor corporation. The term \n\n \n\"enterprise\" includes any employee benefit plan of the Company, its\nsubsidiaries, affiliates and predecessor corporations.\n\n          1.2   Charter Documents. For purposes of this Agreement,\n                -----------------\n\"charter documents\" means the current certificate of incorporation, bylaws and\nother similar constituent documents of the Company or a subsidiary of the\ncorporation, as applicable.\n\n          1.3   Expenses. For purposes of this Agreement, \"expenses\" means\n                --------\nall direct and indirect costs of any type or nature whatsoever (including,\nwithout limitation, all attorneys' fees and related disbursements and other\nout-of-pocket costs) actually and reasonably incurred by the Indemnitee in\nconnection with the investigation, defense or appeal of a proceeding or\nestablishing or enforcing a right to indemnification or advancement of expenses\nunder this Agreement, the Law or otherwise.\n\n          1.4   Proceeding. For the purposes of this Agreement,\n                ----------\n\"proceeding\" means any threatened, pending or completed action, suit or other\nproceeding, whether civil, criminal, administrative, investigative or any other\ntype whatsoever.\n\n          1.5   Subsidiary. For purposes of this Agreement, \"subsidiary\"\n                ----------\nmeans any corporation of which more than 50% of the voting power of the\noutstanding voting securities is owned directly or indirectly by the Company, by\nthe Company and one or more of its subsidiaries or by one or more of the\nCompany's subsidiaries.\n\n     2.   Agreement to Serve. The Indemnitee agrees to serve and\/or continue\n          ------------------\nto serve as an Agent, at the will of the Company (or under separate agreement,\nif such agreement exists), in such person's capacity as a member of the board of\ndirectors, faithfully and to the best of his ability, so long as he is duly\nappointed or elected and qualified in accordance with the applicable provisions\nof the charter documents of the Company or any subsidiary of the Company;\nprovided, however, that the Indemnitee may at any time and for any reason resign\n--------  ------\nfrom such position (subject to any contractual obligation that the Indemnitee\n                                                                   ----------\nmay have assumed apart from this Agreement), and the Company or any subsidiary\nshall have no obligation under this Agreement to continue to indemnify the\nIndemnitee in any such position.\n\n     3.   Directors' and Officers' Insurance. The Company shall, to the extent\n          ----------------------------------\nthat the Board determines it to be economically reasonable, maintain a policy of\ndirectors' and officers' liability insurance (\"D&amp;O Insurance\"), on such terms\nand conditions as may be approved by the Board.\n\n     4.   Mandatory Indemnification. Subject to Section 9 below, the Company\n          -------------------------\nshall indemnify the Indemnitee:\n\n          4.1 Third Party Actions. If the Indemnitee is a person who was\n              -------------------\nor is a party or is threatened to be made a party to any proceeding (other than\nan action by or in the right of the Company) by reason of the fact that he is or\nwas an Agent, or by reason of anything done or not done by him in any such\ncapacity, against any and all expenses and liabilities of any type whatsoever\n(including, but not limited to, judgments, fines, ERISA excise taxes or\npenalties and amounts paid in settlement) actually and reasonably incurred by\nhim in connection with the investigation, defense, settlement or appeal of such\nproceeding if he acted in good faith and in a \n\n                                       2\n\n \nmanner he reasonably believed to be in, or not opposed to, the best interests of\nthe Company and, with respect to any criminal action or proceeding, had no\nreasonable cause to believe his conduct was unlawful; and\n\n          4.2   Derivative Actions. If the Indemnitee is a person who was\n                ------------------\nor is a party or is threatened to be made a party to any proceeding by or in the\nright of the Company to procure a judgment in its favor by reason of the fact\nthat he is or was an Agent, or by reason of anything done or not done by him in\nany such capacity, against any amounts paid in settlement of any such proceeding\nand all expenses actually and reasonably incurred by him in connection with the\ninvestigation, defense, settlement or appeal of such proceeding if he acted in\ngood faith and in a manner he reasonably believed to be in, or not opposed to,\nthe best interests of the Company; except that no indemnification under this\n                                   ------\nsubsection shall be made in respect of any claim, issue or matter as to which\nsuch person shall have been finally adjudged to be liable to the Company by a\ncourt of competent jurisdiction due to willful misconduct of a culpable nature\nin the performance of his duty to the Company, unless and only to the extent\nthat the Court of Chancery or the court in which such proceeding was brought\nshall determine upon application that, despite the adjudication of liability but\nin view of all the circumstances of the case, such person is fairly and\nreasonably entitled to indemnity for such amounts which the Court of Chancery or\nsuch other court shall deem proper; and\n\n          4.3   Exception for Amounts Covered by Insurance. Notwithstanding the\n                ------------------------------------------\nforegoing, the Company shall not be obligated to indemnify the Indemnitee for\nexpenses or liabilities of any type whatsoever (including, but not limited to,\njudgments, fines, ERISA excise taxes or penalties and amounts paid in\nsettlement) to the extent such have been paid directly to the Indemnitee by D&amp;O\nInsurance maintained by the Company or a subsidiary of the Company.\n\n     5.   Partial Indemnification and Contribution.\n          ----------------------------------------\n\n          5.1   Partial Indemnification. If the Indemnitee is entitled under any\n                -----------------------\nprovision of this Agreement to indemnification by the Company for some or a\nportion of any expenses or liabilities of any type whatsoever (including, but\nnot limited to, judgments, fines, ERISA excise taxes or penalties and amounts\npaid in settlement) incurred by him in the investigation, defense, settlement or\nappeal of a proceeding but is not entitled, however, to indemnification for all\nof the total amount thereof, then the Company shall nevertheless indemnify the\nIndemnitee for such total amount except as to the portion thereof to which the\nIndemnitee is not entitled to indemnification.\n\n          5.2   Contribution. If the Indemnitee is not entitled to the\n                ------------\nindemnification provided in Section 4 for any reason other than the statutory\nlimitations set forth in the Law, then in respect of any threatened, pending or\ncompleted proceeding in which the Company is jointly liable with the Indemnitee\n(or would be if joined in such proceeding), the Company shall contribute to the\namount of expenses (including attorneys' fees), judgments, fines and amounts\npaid in settlement actually and reasonably incurred and paid or payable by the\nIndemnitee in such proportion as is appropriate to reflect the relative benefits\nreceived (or anticipated to be received) by the Company on the one hand and the\nIndemnitee on the other hand from the transaction from which such proceeding\narose, or, if such allocated is determined by a court to be unavailable, in such\nproportion as is appropriate to reflect other equitable considerations, such as\n\n                                       3\n\n \nthe relative fault of the Company on the one hand and of the Indemnitee on the\nother hand in connection with the events which resulted in such expenses,\njudgments, fines or settlement amounts. The relative fault of the Company on the\none hand and of the Indemnitee on the other hand shall be determined by\nreference to, among other things, the parties' relative intent, knowledge,\naccess to information and opportunity to correct or prevent the circumstances\nresulting in such expenses, judgments, fines or settlement amounts. The Company\nagrees that it would not be just and equitable if contribution pursuant to this\nSection 5 were determined by pro rata allocation or any other method of\nallocation which does not take account of the foregoing equitable\nconsiderations.\n\n     6.   Mandatory Advancement of Expenses.\n          ---------------------------------\n\n          6.1   Advancement. Subject to Section 9 below, the Company shall\n                -----------\nadvance all expenses incurred by the Indemnitee in connection with the\ninvestigation, defense, settlement or appeal of any proceeding to which the\nIndemnitee is a party or is threatened to be made a party by reason of the fact\nthat the Indemnitee is or was an Agent or by reason of anything done or not done\nby him in any such capacity. The Indemnitee hereby undertakes to promptly repay\nsuch amounts advanced only if, and to the extent that, it shall ultimately be\ndetermined that the Indemnitee is not entitled to be indemnified by the Company\nunder the provisions of this Agreement, the Certificate of Incorporation or\nBylaws of the Company, the Law or otherwise. The advances to be made hereunder\nshall be paid by the Company to the Indemnitee within 30 days following delivery\nof a written request therefor by the Indemnitee to the Company.\n\n          6.2   Exception. Notwithstanding the foregoing provisions of\n                ---------\nthis Section 6, the Company shall not be obligated to advance any expenses to\nthe Indemnitee arising from a lawsuit filed directly by the Company against the\nIndemnitee if an absolute majority of the members of the Board reasonably\ndetermines in good faith, within 30 days of the Indemnitee's request to be\nadvanced expenses, that the facts known to them at the time such determination\nis made demonstrate clearly and convincingly that the Indemnitee acted in bad\nfaith. If such a determination is made, the Indemnitee may have such decision\nreviewed by another forum, in the manner set forth in Sections 8.3, 8.4 and 8.5\nhereof, with all references therein to \"indemnification\" being deemed to refer\nto \"advancement of expenses,\" and the burden of proof shall be on the Company to\ndemonstrate clearly and convincingly that, based on the facts known at the time,\nthe Indemnitee acted in bad faith. The Company may not avail itself of this\nSection 6.2 as to a given lawsuit if, at any time after the occurrence of the\nactivities or omissions that are the primary focus of the lawsuit, the Company\nhas undergone a change in control. For this purpose, a change in control shall\nmean a given person or group of affiliated persons or groups increasing their\nbeneficial ownership interest in the Company by at least 20 percentage points\nwithout advance Board approval.\n\n     7.   Notice and Other Indemnification Procedures.\n          -------------------------------------------\n\n          7.1   Promptly after receipt by the Indemnitee of notice of the\ncommencement of or the threat of commencement of any proceeding, the Indemnitee\nshall, if the Indemnitee believes that indemnification with respect thereto may\nbe sought from the Company under this Agreement, notify the Company of the\ncommencement or threat of commencement thereof; provided, however, that the\nfailure to so notify promptly shall not affect the Indemnitee's right to\n                        \n                                       4\n\n \nindemnification under this agreement except to the extent that the Company is\nactually prejudiced by such delay.\n\n          7.2   If, at the time of the receipt of a notice of the\ncommencement of a proceeding pursuant to Section 7.1 hereof, the Company has D&amp;O\nInsurance in effect, the Company shall give prompt notice of the commencement of\nsuch proceeding to the insurers in accordance with the procedures set forth in\nthe respective policies. The Company shall thereafter take all necessary or\ndesirable action to cause such insurers to pay, on behalf of the Indemnitee, all\namounts payable as a result of such proceeding in accordance with the terms of\nsuch D&amp;O Insurance policies.\n\n          7.3   In the event the Company shall be obligated to advance the\nexpenses for any proceeding against the Indemnitee, the Company, if appropriate,\nshall be entitled to assume the defense of such proceeding, with counsel\napproved by the Indemnitee (which approval shall not be unreasonably withheld or\ndelayed), upon the delivery to the Indemnitee of written notice of its election\nto do so. After delivery of such notice, approval of such counsel by the\nIndemnitee and the retention of such counsel by the Company, the Company will\nnot be liable to the Indemnitee under this Agreement for any fees of counsel\nsubsequently incurred by the Indemnitee with respect to the same proceeding,\nprovided that: (a) the Indemnitee shall have the right to employ his own counsel\n--------\nin any such proceeding at the Indemnitee's expense; (b) the Indemnitee shall\nhave the right to employ his own counsel in connection with any such proceeding,\nat the expense of the Company, if such counsel serves in a review, observer,\nadvice and counseling capacity and does not otherwise materially control or\nparticipate in the defense of such proceeding; and (c) if (i) the employment of\ncounsel by the Indemnitee has been previously authorized by the Company, (ii)\nthe Indemnitee shall have reasonably concluded that there may be a conflict of\ninterest between the Company and the Indemnitee in the conduct of any such\ndefense or (iii) the Company shall not, in fact, have employed counsel to assume\nthe defense of such proceeding, then the fees and expenses of the Indemnitee's\ncounsel shall be at the expense of the Company. If the Company assumes the\ndefense of such proceeding, the Company may not agree to a settlement that\ncontains non-monetary terms without the consent of the Indemnitee, which consent\nshall not be unreasonably withheld or delayed.\n\n     8.   Determination of Right to Indemnification.\n          -----------------------------------------\n\n          8.1   To the extent the Indemnitee has been successful on the\nmerits or otherwise in defense of any proceeding referred to in Section 4.1 or\n4.2 of this Agreement or in the defense of any claim, issue or matter described\ntherein, the Company shall indemnify the Indemnitee against expenses actually\nand reasonably incurred by him in connection with the investigation, defense or\nappeal of such proceeding, or such claim, issue or matter, as the case may be.\n\n          8.2   In the event that Section 8.1 is inapplicable, or does not\napply to the entire proceeding, the Company shall nonetheless indemnify the\nIndemnitee unless the Company shall prove by clear and convincing evidence to a\nforum listed in Section 8.3 below that the Indemnitee has not met the applicable\nstandard of conduct required to entitle the Indemnitee to such indemnification.\n\n                                       5\n\n \n          8.3   The Indemnitee shall be entitled to select the forum in\nwhich the validity of the Company's claim under Section 8.2 hereof that the\nIndemnitee is not entitled to indemnification will be heard from among the\nfollowing, except that the Indemnitee can select a forum consisting of the\n           ------\nstockholders of the Company only with the approval of the Company:\n\n                (a)  A quorum of the Board consisting of directors\neach of whom is not and was not a party to the proceeding for which\nindemnification is being sought;\n\n                (b)  The stockholders of the Company;\n\n                (c)  Legal counsel mutually agreed upon by the\nIndemnitee and the Board, which counsel shall make such determination in a\nwritten opinion;\n\n                (d)  A panel of three arbitrators, one of whom is selected by\nthe Company, another of whom is selected by the Indemnitee and the last of whom\nis selected by the first two arbitrators so selected; or\n\n                (e)  Any court having jurisdiction of subject matter\nand the parties.\n\n          8.4   As soon as practicable, and in no event later than 30 days\nafter the forum has been selected pursuant to Section 8.3 above, the Company\nshall, at its own expense, submit to the selected forum its claim that the\nIndemnitee is not entitled to indemnification, and the Company shall act in the\nutmost good faith to assure the Indemnitee a complete opportunity to defend\nagainst such claim.\n\n          8.5   If the forum selected in accordance with Section 8.3\nhereof is not a court, then after the final decision of such forum is rendered,\nthe Company or the Indemnitee shall have the right to apply to the Court of\nChancery of Delaware, the court in which the proceeding giving rise to the\nIndemnitee's claim for indemnification is or was pending or any other court of\ncompetent jurisdiction, for the purpose of appealing the decision of such forum,\nprovided that such right is executed within 60 days after the final decision of\n--------\nsuch forum is rendered. If the forum selected in accordance with Section 8.3\nhereof is a court, then the rights of the Company or the Indemnitee to appeal\nany decision of such court shall be governed by the applicable laws and rules\ngoverning appeals of the decision of such court.\n\n          8.6   Notwithstanding any other provision in this Agreement to\nthe contrary, the Company shall indemnify the Indemnitee against all expenses\nincurred by the Indemnitee in connection with any hearing or proceeding under\nthis Section 8 involving the Indemnitee and against all expenses incurred by the\nIndemnitee in connection with any other proceeding between the Company and the\nIndemnitee involving the interpretation or enforcement of the rights of the\nIndemnitee under this Agreement unless a court of competent jurisdiction finds\nthat each of the material claims and\/or defenses of the Indemnitee in any such\nproceeding was frivolous or not made in good faith.\n\n     9.   Exceptions. Any other provision herein to the contrary\n          ----------\nnotwithstanding, the Company shall not be obligated pursuant to the terms of\nthis Agreement:\n                                       6\n\n \n          9.1   Claims Initiated by Indemnitee. To indemnify or advance\n                -------------------------------\nexpenses to the Indemnitee with respect to proceedings or claims initiated or\nbrought voluntarily by the Indemnitee and not by way of defense, except with\n                                                                 ------\nrespect to proceedings specifically authorized by the Board or brought to\nestablish or enforce a right to indemnification and\/or advancement of expenses\narising under this Agreement, the charter documents of the Company or any\nsubsidiary or any statute or law or otherwise, and except that such\nindemnification or advancement of expenses may be provided by the Company in\nspecific cases if the Board finds it to be appropriate; or\n\n          9.2   Unauthorized Settlements. To indemnify the Indemnitee\n                ------------------------\nhereunder for any amounts paid in settlement of a proceeding unless the Company\nconsents in advance in writing to such settlement, which consent shall not be\nunreasonably withheld or delayed; or\n\n          9.3   Section 16(b) Claims. To indemnify the Indemnitee on\n                --------------------\naccount of any suit in which judgment is rendered against the Indemnitee for an\naccounting of profits made from the purchase or sale by the Indemnitee of\nsecurities of the Company pursuant to the provisions of Section 16(b) of the\nSecurities Exchange Act of 1934 and amendments thereto or similar provisions of\nany federal, state or local statutory law; or\n\n          9.4   Unlawful Indemnification. To indemnify the Indemnitee if a\n                ------------------------\nfinal decision by a court having jurisdiction in the matter shall determine that\nsuch indemnification is not lawful. In this respect, the Company and the\nIndemnitee have been advised that the Securities and Exchange Commission takes\nthe position that indemnification for liabilities arising under the federal\nsecurities laws is against public policy and is, therefore, unenforceable and\nthat claims for indemnification should be submitted to appropriate courts for\nadjudication.\n\n     10.  Non-Exclusivity. The provisions for indemnification and\n          ---------------\nadvancement of expenses set forth in this Agreement shall not be deemed\nexclusive of any other rights which the Indemnitee may have under any provision\nof law, charter documents of the Company or a subsidiary of the Company, the\nvote of the Company's stockholders or disinterested directors, other agreements\nor otherwise, both as to action in the Indemnitee's official capacity and to\naction in another capacity while occupying his position as an Agent, and the\nIndemnitee's rights hereunder shall continue after the Indemnitee has ceased\nacting as an Agent and shall inure to the benefit of the heirs, executors and\nadministrators of the Indemnitee.\n\n     11.  General Provisions.\n          ------------------\n\n          11.1  Interpretation of Agreement. It is understood that the\n                ---------------------------\nparties hereto intend this Agreement to be interpreted and enforced so as to\nprovide indemnification and advancement of expenses to the Indemnitee to the\nfullest extent now or hereafter permitted by law, except as expressly limited\nherein.\n\n          11.2  Severability. If any provision or provisions of this\n                ------------\nAgreement shall be held to be invalid, illegal or unenforceable for any reason\nwhatsoever, then: (a) the validity, legality and enforceability of the remaining\nprovisions of this Agreement (including, without limitation, all portions of any\nparagraphs of this Agreement containing any such provision held to be invalid,\nillegal or unenforceable that are not themselves invalid, illegal or\nunenforceable) \n\n                                       7\n\n \nshall not in any way be affected or impaired thereby; and (b) to\nthe fullest extent possible, the provisions of this Agreement (including,\nwithout limitation, all portions of any paragraphs of this Agreement containing\nany such provision held to be invalid, illegal or unenforceable, that are not\nthemselves invalid, illegal or unenforceable) shall be construed so as to give\neffect to the intent manifested by the provision held invalid, illegal or\nunenforceable and to give effect to Section 11.1 hereof.\n\n          11.3 Modification and Waiver. No supplement, modification or amendment\n               -----------------------\nof this Agreement shall be binding unless executed in writing by both of the\nparties hereto. No waiver of any of the provisions of this Agreement shall be\ndeemed or shall constitute a waiver of any other provision hereof (whether or\nnot similar), nor shall such waiver constitute a continuing waiver.\n\n          11.4 Subrogation. In the event of full payment under this Agreement,\n               -----------\nthe Company shall be subrogated to the extent of such payment to all of the\nrights of recovery of the Indemnitee, who shall execute all documents required\nand shall do all acts that may be necessary or desirable to secure such rights\nand to enable the Company effectively to bring suit to enforce such rights.\n\n          11.5 Counterparts. This Agreement may be executed in one or more\n               ------------\ncounter-parts, which shall together constitute one agreement.\n\n          11.6 Successors and Assigns. The terms of this Agreement shall bind,\n               ----------------------\nand shall inure to the benefit of, the successors and assigns of the parties\nhereto.\n\n          11.7 Notice. All notices, requests, demands and other communications\n               ------\nunder this Agreement shall be in writing and shall be deemed duly given: (a) if\ndelivered by hand and signed for by the party addressee; or (b) if mailed by\ncertified or registered mail, with postage prepaid, on the third business day\nafter the mailing date. Addresses for notice to either party are as shown on the\nsignature page of this Agreement or as subsequently modified by written notice.\n\n          11.8 Governing Law. This Agreement shall be governed exclusively by\n               -------------\nand construed according to the laws of the State of Delaware.\n\n          11.9 Consent to Jurisdiction. The Company and the Indemnitee each\n               -----------------------\nhereby irrevocably consent to the jurisdiction of the courts of the State of\nCalifornia for all purposes in connection with any action or proceeding which\narises out of or relates to this Agreement.\n\n          11.10 Enforcement of this Agreement. In the event Indemnitee is\n                -----------------------------\nrequired to bring any action to enforce rights under this Agreement (including,\nwithout limitation, the expenses of any Proceeding described in Section 3), the\nCompany agrees to pay the Indemnitee promptly upon demand all reasonable fees\nand expenses (including fees and expenses of counsel) in bringing and pursuing\nsuch action, unless a court of competent jurisdiction finds each of the material\nclaims of the Indemnitee in any such action was frivolous and not made in good\nfaith.\n\n          11.11 Entire Agreement. This Agreement constitutes the entire\n                ----------------\nunderstanding and agreement of the parties to this Agreement with respect to the\nsubject matter hereof and \n\n                                       8\n\n \nsupersede all prior and contemporaneous agreements or understandings,\ninducements or conditions, express or implied, written or oral, between the\nparties with respect to the subject matter hereof. The express terms hereof\ncontrol and supersede any course of performance or usage of the trade\ninconsistent with any of the terms hereof.\n\n     IN WITNESS WHEREOF, the parties hereto have entered into this Indemnity\nAgreement effective as of the date first written above.\n\nAT HOME CORPORATION                      INDEMNITEE:\n                                    \nBy: \/s\/                                   \/s\/ Patti Hart\n   _________________________________    _______________________________________\n                                    \nName:                               \n      ______________________________\n                                    \nTitle:                              \n       _____________________________\n                                    \nAddress:                                 Address:                            \n         ___________________________              _____________________________\n         ___________________________              _____________________________\n\n                                       9\n\n \n                                   EXHIBIT C\n                                   ---------\n\n          Employee Invention Assignment and Confidentiality Agreement\n          -----------------------------------------------------------\n     \n     In consideration of, and as a condition of my employment with At Home\nCorporation (dba @Home Network) a Delaware corporation (the \"Company\"), I hereby\nrepresent to, and agree with the Company as follows:\n\n     1. Purpose of Agreement. I understand that the Company is engaged in a\n        --------------------    \ncontinuous program of research, development, production and marketing in\nconnection with its business and that it is critical for the Company to preserve\nand protect its Proprietary Information (as defined below), its rights in\nInventions (as defined below) and in all related intellectual property rights.\nAccordingly, I am entering into this Agreement as a condition of my employment\nwith the Company, whether or not I am expected to create inventions of value for\nthe Company.\n\n     2. Disclosure of Inventions. I will promptly disclose in confidence to the\n        ------------------------  \nCompany all inventions, improvements, designs, original works of authorship,\nformulas, processes, computer software programs, databases, mask works and trade\nsecrets (\"Inventions\") that I make or conceive or first reduce to practice or\ncreate, either alone or jointly with others, during the period of my employment,\nwhether or not in the course of my employment, and whether or not such\nInventions are patentable, copyrightable or protectible as trade secrets.\n\n     3. Work for Hire; Assignment of Inventions. I acknowledge and agree that\n        ---------------------------------------   \nany copyrightable works prepared by me within the scope of my employment are\n\"works for hire\" under the Copyright Act and that the Company will be considered\nthe author and owner of such copyrightable works. I agree that all Inventions\nthat (a) are developed using equipment, supplies, facilities or trade secrets of\nthe Company, (b) result from work performed by me for the Company, or (c) relate\nto the Company's business or current or anticipated research and development,\nwill be the sole and exclusive property of the Company and are hereby\nirrevocably assigned by me to the Company.\n\n     4. Labor Code 2870 Notice. I have been notified and understand that the\n        ----------------------  \nprovisions of paragraphs 3 and 5 of this Agreement do not apply to any Invention\nthat qualifies fully under the provisions of Section 2870 of the California\nLabor Code, which states as follows:\n\n     ANY PROVISION IN AN EMPLOYMENT AGREEMENT WHICH PROVIDES THAT AN EMPLOYEE\n     SHALL ASSIGN, OR OFFER TO ASSIGN, ANY OF HIS OR HER RIGHTS IN AN INVENTION\n     TO HIS OR HER EMPLOYER SHALL NOT APPLY TO AN INVENTION THAT THE EMPLOYEE\n     DEVELOPED ENTIRELY ON HIS OR HER OWN TIME WITHOUT USING THE EMPLOYER'S\n     EQUIPMENT, SUPPLIES, FACILITIES, OR TRADE SECRET INFORMATION EXCEPT FOR\n     THOSE INVENTIONS THAT EITHER: (1) RELATE AT THE TIME OF CONCEPTION OR\n     REDUCTION TO PRACTICE OF THE INVENTION TO THE EMPLOYER'S BUSINESS, OR\n     ACTUALLY OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE\n     EMPLOYER, OR (2) RESULT FROM ANY WORK PERFORMED BY THE EMPLOYEE FOR THE\n     EMPLOYER. TO THE EXTENT A PROVISION IN AN EMPLOYMENT\n     \n\n \n     AGREEMENT PURPORTS TO REQUIRE AN EMPLOYEE TO ASSIGN AN INVENTION OTHERWISE\n     EXCLUDED FROM BEING REQUIRED TO BE ASSIGNED UNDER CALIFORNIA LABOR CODE\n     SECTION 2870(a), THE PROVISION IS AGAINST THE PUBLIC POLICY OF THIS STATE\n     AND IS UNENFORCEABLE.\n\n\n     5. Assignment of Other Rights. In addition to the foregoing assignment of\n        --------------------------       \nInventions to the Company, I hereby irrevocably transfer and assign to the\nCompany: (a) all worldwide patents, patent applications, copyrights, mask works,\ntrade secrets and other intellectual property rights in any Invention; and (b)\nany and all \"Moral Rights\" (as defined below) that I may have in or with respect\nto any Invention. I also hereby forever waive and agree never to assert any and\nall Moral Rights I may have in or with respect to any Invention, even after\ntermination of my work on behalf of the Company. \"Moral Rights\" mean any rights\nto claim authorship of an Invention to object to or prevent the modification of\nany Invention, or to withdraw from circulation or control the publication or\ndistribution of any Invention, and any similar right, existing under judicial or\nstatutory law of any country in the world, or under any treaty, regardless of\nwhether or not such right is denominated or generally referred to as a \"moral\nright.\"\n\n     6. Assistance. I agree to assist the Company in every proper way to obtain\n        ----------  \nfor the Company and enforce patents, copyrights, mask work rights, trade secret\nrights and other legal protections for the Company's Inventions in any and all\ncountries. I will execute any documents that the Company may reasonably request\nfor use in obtaining or enforcing such patents, copyrights, mask work rights,\ntrade secrets and other legal protections. My obligations under this paragraph\nwill continue beyond the termination of my employment with the Company. I\nappoint the Secretary of the Company as my attorney-in-fact to execute documents\non my behalf for this purpose.\n\n     7. Proprietary Information. I understand that my employment by the Company\n        -----------------------  \ncreates a relationship of confidence and trust with respect to any information\nof a confidential or secret nature that may be disclosed to me by the Company\nthat relates to the business of the Company or to the business of any parent,\nsubsidiary, affiliate, customer or supplier of the Company or any other party\nwith whom the Company agrees to hold information of such party in confidence\n(\"Proprietary Information\"). Such Proprietary Information includes but is not\nlimited to Inventions, marketing plans, product plans, business strategies,\nfinancial information, forecasts, personnel information and customer lists.\n\n     8. Confidentiality. At all times, both during my employment and after its\n        ---------------  \ntermination, I will keep and hold all such Proprietary Information in strict\nconfidence and trust, and I will not use or disclose any of such Proprietary\nInformation without the prior written consent of the Company, except as may be\nnecessary to perform my duties as an employee of the Company for the benefit of\nthe Company. Upon termination of my employment with the Company, I will promptly\ndeliver to the Company all documents and materials of any nature pertaining to\nmy work with the Company and I will not take with me any documents or materials\nor copies thereof containing any Proprietary Information.\n\n     9. No Breach of Prior Agreement. I represent that my performance of all the\n        ----------------------------  \nterms of this Agreement and my duties as an employee of the Company will not\nbreach any invention \n\n                                       2\n\n \nassignment, proprietary information or similar agreement with any former\nemployer or other party. I represent that I will not bring with me to the\nCompany or use in the performance of my duties for the Company any documents or\nmaterials of a former employer that are not generally available to the public or\nhave not been legally transferred to the Company.\n\n       10. Duty Not to Compete. I understand that my employment with the Company\n           -------------------          \nrequires my undivided attention and effort. As a result, during my employment, I\nwill not, without the Company's express written consent, engage in, invest in\n(other than an investment of less than 1% of the securities of a publicly traded\ncorporation) or assist in any manner any business which directly or indirectly\ncompetes with the business or future business plans of the Company.\n\n       11. Notification. I hereby authorize the Company to notify my actual or\n           ------------\nfuture employers of the terms of this Agreement and my responsibilities\nhereunder.\n\n       12. Non-Solicitation. During, and for a period of one (1) year after\n           ----------------          \ntermination of, my employment with the Company, I will not directly or\nindirectly solicit or take away suppliers, customers, employees or consultants\nof the Company for my own benefit or for the benefit of any other party.\n\n       13. Name &amp; Likeness Rights, Etc. I hereby authorize the Company to use,\n           ---------------------------          \nreuse, and to grant others the right to use and reuse, my name, photograph,\nlikeness (including caricature), voice, and biographical information, and any\nreproduction or simulation thereof, in any media now known or hereafter\ndeveloped (including but not limited to film, video and digital or other\nelectronic media), both during and after my employment, for whatever purposes\nthe Company deems necessary.\n\n       14. No Duty to Employ; \"At Will\" Employment. I understand that this\n           ---------------------------------------\nAgreement does not constitute a contract of employment or obligate the Company\nto employ me for any stated period of time. I understand that I am an \"at will\"\nemployee of the Company. At-will means that my employment relationship can be\nterminated by either of us for any reason at any time. This Agreement shall be\neffective as of the first day of my employment by the Company\n\n       15. Injunctive Relief. I understand that in the event of a breach or\n           -----------------\nthreatened breach of this Agreement by me the Company may suffer irreparable\nharm and will therefore be entitled to injunctive relief to enforce this\nAgreement.\n\n\n                                       3\n\n \n       16. Governing Law; Severability. This Agreement will be governed and\n           ---------------------------\ninterpreted in accordance with the internal laws of the State of California,\nwithout regard to or application of choice of law rules or principles. In the\nevent that any provision of this Agreement is found by a court, arbitrator or\nother tribunal to be illegal, invalid or unenforceable, then such provision\nshall not be voided, but shall be enforced to the maximum extent permissible\nunder applicable law, and the remainder of this Agreement shall remain in full\nforce and effect.\n\nCompany:                                  Employee:\n                                      \n                                      \n                                      \nBy: \/s\/                                    \/s\/ Patti Hart\n   ___________________________________    ____________________________________\n                                          Signature\n                                      \nName:                                                                         \n     _________________________________    ____________________________________\n                                          Name (please print)\n                                      \nTitle:                                \n      ________________________________\n\n\n                                       4\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-39139","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\/39139","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=39139"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39139"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39139"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39139"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}