{"id":39313,"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-liberate-technologies-and-coleman-sisson.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-liberate-technologies-and-coleman-sisson","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-liberate-technologies-and-coleman-sisson.html","title":{"rendered":"Employment Agreement &#8211; Liberate Technologies and Coleman Sisson"},"content":{"rendered":"<pre>\n[LOGO]\n\n\nNovember 5, 1999\n\nMr. Coleman Sisson\n27231 SE 27th St.\nIssaquah, WA  98029\n\nDear Coleman,\n\nWe are pleased to offer you employment as Chief Operating Officer for Liberate\nTechnologies ('Liberate' or 'the Company'). Your annual salary will be $225,000\nless applicable withholding. You will be eligible for a target annual bonus of\n$125,000, based upon goals and objectives as determined by the Company's\nPresident and Chief Executive Officer. Your first year's target annual bonus, as\nlong as you remain employed, is guaranteed to be $125,000. This bonus is\nscheduled to be paid 30 days after the first anniversary of your hire date. Your\nstarting date will be pursuant to discussions with Mitchell Kertzman.\n\nAs an employee of Liberate Technologies, you will be eligible to participate in\na number of Company-sponsored benefits, including health and medical benefits.\nSubject to the Board of Directors' approval, the Company will grant you an\noption to purchase up to 225,000 shares of the Company's common stock with an\nexercise price per share equal to the fair market value per share on the date\nthat you commence employment with the Company. The options will vest as follows:\n25% on the first anniversary of the date of hire, and monthly thereafter, in\nequal increments upon the completion of each of the next 36 months of service.\nThe option is granted subject to the terms of the Company's Stock Option Plan\nand its related agreements. However, should the Company experience a Change in\nControl, which results in the termination of your employment without Cause\nwithin twelve months of your hire date, you will become vested for 25% of your\noriginal option grant, as if you had provided 12 months of service. For purposes\nof this letter, a termination of employment without Cause will include continued\nemployment (or an offer for continued employment) at a level below that for\nwhich you were originally hired.\n\nChange in Control is defined as: (i) a proposed sale, transfer or disposition of\nall or substantially all of the Company's assets or (ii) the consummation of a\nmerger or consolidation of the Company with or into another entity or any other\ncorporate reorganization, if persons who own less than 50% of the Company\nimmediately prior to such merger, consolidation or other reorganization own\nimmediately after such merger, consolidation or other reorganization 50% or more\nof the voting power of the outstanding securities of each of (A) the continuing\nor surviving entity and (B) any direct or indirect parent corporation of such\ncontinuing or surviving entity. In addition, a transaction shall not constitute\na Change in Control if its sole purpose is to change the state of the Company's\nincorporation or to create a holding company that will be owned in substantially\nthe same proportions by the persons who held the Company's securities\nimmediately before such transaction.\n\nCause is defined as: (i) the commission of any act of fraud, embezzlement, or\ndishonesty, (ii) any unauthorized use or disclosure of confidential information\nor trade secrets of the Company (or any parent or subsidiary), or (iii) any\nother intentional misconduct adversely affecting the business or affairs of the\nCompany (or any parent or subsidiary) in a material manner. The foregoing\ndefinition shall not be deemed to be inclusive of all the acts or omissions\nwhich the Company (or any parent or subsidiary) may consider as cause for your\ndismissal or discharge or the discharge of any other person in the service of\nthe Company (or any parent or subsidiary).\n\n\n\nPAGE 2\nMR. COLEMAN SISSON\n\nLiberate Technologies will assist you with your relocation to California. The\nrelocation package includes transportation for you and your family, shipment of\nyour household goods and personal belongings, temporary housing, car rental, and\ncertain incidental expenses related to your move. Our relocation management\ncompany will work with you to make your arrangements. The cost of your\nrelocation has been estimated not to exceed $25,000. Specific details of your\nrelocation package will be provided to you subsequent to your acceptance of this\noffer of employment.\n\nYou will also receive a starting bonus of $25,000. Should you voluntarily\nterminate your employment with the Company prior to being employed for one year,\nall relocation costs that Liberate Technologies incurred and your starting bonus\nmust be repaid to the Company.\n\nUpon your execution of mutually agreeable documentation, the Company will loan\nyou up to $300,000, secured in a manner agreeable to the Company, for the sole\npurpose of your purchasing a home. This offer of a loan remains open to you\nthrough December 31, 2000. If the loan is made to you, it will bear interest at\nthe current market rate and will be payable in full plus interest at the end of\nthree years from the funding date of the loan, provided you are still employed\nby the Company. If you terminate your employment with the Company prior to the\nend of three years from the funding date of the loan, the loan will need to be\nassumed by you.\n\nYour employment with the Company is not for a specific term and can be\nterminated by you or by the Company at any time for any reason. We request that\nall of our employees, to the extent possible, give us advance notice if they\nintend to resign. But if your employment is terminated by the Company for any\nreason other than gross misconduct, you agree to accept six months' salary as\nseverance, in exchange for your execution of a release of all claims against the\nCompany. Your employment with the Company is also contingent upon you executing\nthe Proprietary Information Agreement, Employment Agreement and upon you\nproviding the Company with the legally required proof of your identity. The\nCompany also requires proof of eligibility to work in the United States.\n\nIn the event of any dispute or claim relating to or arising out of our\nemployment relationship, the termination of that relationship, or this agreement\n(including, but not limited to, any claims of wrongful termination, breach of\ncontract or age, sex, race, disability or other discrimination or harassment),\nyou and the Company agree that all such disputes shall be fully and finally\nresolved by binding arbitration conducted by the American Arbitration\nAssociation in Santa Clara County, California, with the arbitrator exercising\nall powers and remedies of a judge. By signing this agreement you and the\nCompany waive your rights to have disputes tried by a judge or a jury. However,\nwe agree that this arbitration provision shall not apply to any disputes or\nclaims relating to or arising out of breach or alleged breach of your\nProprietary Information Agreement and Employment Agreement with the Company.\n\n\n\nPAGE 3\nMR. COLEMAN SISSON\n\nTo confirm your acceptance of this employment agreement, please sign and date\nthis letter in the space provided below and return it to me. A duplicate\noriginal is enclosed for your records. This letter, along with other agreements\nreferred to above, set forth the terms of your employment with the Company. This\nagreement supersedes any prior representations or agreements between you and the\nCompany, whether written or oral and it may not be modified or amended except by\na document signed by an authorized officer of the Company and you. This offer,\nif not accepted, will expire on November 12, 1999.\n\nSincerely,\n\n\/s\/ Mitchell Kertzman \/[Illegible]\n\nLiberate Technologies\nBy:  Mitchell E. Kertzman\n     President and Chief Executive Officer\n\nI agree to and accept employment with Liberate Technologies on the terms set\nforth in this agreement.\n\n\/s\/ Coleman Sisson                                              11\/5\/99\n-------------------------------------------------------------------------------\nColeman Sisson                                               Date\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39313","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_industries-technology__software","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\/39313","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=39313"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39313"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39313"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39313"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}