{"id":39377,"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-mp3-com-inc-and-paul-alofs.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-mp3-com-inc-and-paul-alofs","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-mp3-com-inc-and-paul-alofs.html","title":{"rendered":"Employment Agreement &#8211; MP3.com Inc. and Paul Alofs"},"content":{"rendered":"<pre>                                  MP3.COM, INC.\n                                 P.O. Box 910091\n                               San Diego, CA 92191\n\n\n\nApril 23, 1999\n\n\nPaul Alofs\n\n\n\nRE:        EMPLOYMENT TERMS\n\nDear Paul:\n\nMP3.com, Inc., a Delaware corporation, (the \"Company\") is pleased to offer you\nthe position of President of Strategic Business Units, on the following terms.\n\nYou will serve as President of Strategic Business Units, and will be responsible\nfor such duties as are normally associated with such positions or as otherwise\ndetermined by the President of the Company, including, but not limited to,\nresponsibility in the areas of SBU's, internal operations, profit\/loss\nmanagement, artist services, international operations strategy and fulfillment\noperations. You will report to Robin Richards, the President and Chief Operating\nOfficer of the Company. You will work at our facility located in San Diego.\n\nYour salary will be $16,666.67 per month, less payroll deductions and all\nrequired withholdings. Your salary will be paid bi-weekly. You shall be entitled\nto participate in all incentive, savings and retirement plans, practices,\npolicies and programs maintained or sponsored by the Company from time to time\nfor the benefit of its employees generally or its executive officers generally.\nYou will be eligible for standard benefits, such as medical insurance, sick\nleave, vacations and holidays to the extent applicable generally to other\nexecutive officers of the Company. Details about these benefits will be provided\nin an Employee Handbook and in Summary Plan Descriptions, which will be prepared\nby the Company and made available for your review in due course.\n\nIn addition to your salary, so long as you continue to be employed with the\nCompany, the Company will reimburse you for general living expenses, including,\nwithout limitation, rent and utilities, not to exceed $2,250 per month, for a\nperiod of twelve (12) months in connection with your relocation to San Diego;\nprovided, however, that you will be required to submit proper documentation to\nthe satisfaction of the President of the Company in order to qualify for such\nreimbursement.\n\nUpon commencement of employment with the Company pursuant to this letter (the\n\"Commencement Date\"), you will be granted an Incentive Stock Option to purchase\n330,000\n\n\n\n\n\n\nshares of the Common Stock of the Company under the Company's 1998 Equity\nIncentive Plan (the \"Plan\"). The exercise price per share of the Incentive Stock\nOption will be equal to the fair market value of the Common Stock on the date\nyou commence your employment with the Company, as determined in good faith by\nthe Company's Board of Directors. The current fair market value of the Common\nStock of the Company is estimated to be approximately $1.00 per share. The\nCompany intends to grant the Incentive Stock Option to you in reliance upon the\nexemption provided by Rule 701 under the Securities Act of 1933, as amended.\nHowever, as you know, the Company cannot guarantee the availability of such\nexemption.\n\nThe shares of Common Stock subject to your Incentive Stock Option will be\nsubject to vesting over four years so long as you continue to be employed with\nthe Company, according to the following schedule: sixty-six thousand (66,000) of\nsuch shares will vest as of the earlier of (i) the effective date of the\nCompany's first firm commitment underwritten public offering of its Common Stock\nregistered under the Securities Act or (ii) the one-year anniversary of the\nCommencement Date (either (i) or (ii), as applicable, being the \"Initial Vesting\nDate\"); an additional five thousand five hundred (5,500) shares shall vest at\nthe end of each month following the Initial Vesting Date.\n\nThe specific terms and conditions of your Incentive Stock Option will be set\nforth in an Incentive Stock Option Agreement between you and the Company. Such\nagreement shall be in substantially the form approved by the Board of Directors\nof the Company for use with the Plan, modified as necessary to appropriately\nreflect the provisions outlined above, and will be executed after you commence\nyour employment with the Company pursuant to this letter.\n\nAs a Company employee, you will be expected to abide by Company rules and\nregulations, and acknowledge in writing that you have read the Company's\nEmployee Handbook (once it has been made available to you). As a condition of\nemployment, you will be required to sign and comply with a Proprietary\nInformation and Inventions Agreement, a copy of which is attached hereto as\nExhibit A, which, among other things, prohibits unauthorized use or disclosure\nof Company proprietary information.\n\nYou may terminate your employment with the Company at any time and for any\nreason whatsoever simply by notifying the Company. Likewise, the Company may\nterminate your employment at any time and for any reason whatsoever, with or\nwithout cause or advance notice. This at-will employment relationship cannot be\nchanged except in a writing signed by a Company officer.\n\nThe employment terms in this letter supersede any other agreements or promises\nmade to you by anyone, whether oral or written, and comprise the final, complete\nand exclusive agreement between you and the Company. As required by law, this\noffer is subject to satisfactory proof of your right to work in the United\nStates.\n\nPlease sign and date this letter, and return it to me as soon as possible if you\nwish to accept employment at the Company under the terms described above. If you\naccept our offer, we would like you to commence your employment with us as soon\nas practicable.\n\n\n\n                                       2.\n\n\n\n\n\nWe look forward to your favorable reply and to a productive and enjoyable work\nrelationship.\n\n\nSincerely,\n\nMP3.COM, INC.\n\n\nBy: \/s\/  Robin Richards \n   ---------------------------------\n\n\nName:  Robin Richards\n     -------------------------------\n\n\nTitle:  President\n      ------------------------------\n\n\nACCEPTED BY:\n\n\n         \/s\/ Paul Alofs\n------------------------------------\n           Paul Alofs\n\n\n           April 27, 1999\n------------------------------------\n                Date\n\n\n\n\n                                       3.\n\n\n\n\n\n\n                                    EXHIBIT A\n\n                PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8267],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9539,9544],"class_list":["post-39377","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mp3com-inc","corporate_contracts_industries-retail__electronics","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\/39377","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=39377"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39377"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39377"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39377"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}