{"id":39378,"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-l-h-ouyang.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-mp3-com-inc-and-paul-l-h-ouyang","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-mp3-com-inc-and-paul-l-h-ouyang.html","title":{"rendered":"Employment Agreement &#8211; MP3.com Inc. and Paul L.H. Ouyang"},"content":{"rendered":"<pre>\n                           [MP3.COM, INC. LETTERHEAD]\n\n\nFebruary 19, 1999\n\nPaul L. H. Ouyang\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 Chief Financial Officer and Executive Vice President, on the\nfollowing terms.\n\nYou will serve as Chief Financial Officer and Executive Vice President, and will\nbe responsible for such duties as are normally associated with such positions or\nas otherwise determined by the President of the Company, including, but not\nlimited to, responsibility in the areas of finance, accounting, human resources\nand risk management and planning for the Company. You will report to Robin\nRichards, the President of the Company. You will work at our facility located in\nSan Diego.\n\nYour salary will be $12,500 per month, less payroll deductions and all required\nwithholdings. The Company may in its discretion increase your salary, but it may\nnot reduce your salary. Your salary will be paid semi-monthly. You shall be\nentitled to participate in all incentive, savings and retirement plans,\npractices, policies and programs maintained or sponsored by the Company from\ntime to time for the benefit of its employees generally or its executive\nofficers generally. You will be eligible for standard benefits, such as medical\ninsurance, sick leave, vacations and holidays to the extent applicable generally\nto other executive officers of the Company. Details about these benefits will be\nprovided in an Employee Handbook and in Summary Plan Descriptions, which will be\nprepared by the Company and made available for your review in due course.\n\nNotwithstanding the foregoing, 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 $3,000 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\nYou shall be entitled to receive prompt reimbursement for all reasonable\nemployment expenses incurred by you in accordance with the policies, practices\nand procedures as in effect generally with respect to other executive officers\nof the Company.\n\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. If the Company\nterminates your employment without cause at any time, or if you resign with\n\"good reason,\" the Company will pay you, as severance compensation, an amount\nequal to six (6) months of your base salary, subject to standard payroll\ndeductions and withholdings. If you resign without good reason or your\nemployment is terminated for cause, all compensation and benefits will cease\nimmediately, and you will receive no severance benefits. For purposes of this\nletter agreement, the definition of \"cause\" shall be limited to the occurrence\nof any of the following events: (i) an act of dishonesty by you intended to\nresult in your gain or personal enrichment which causes material harm to the\nreputation of the Company or its affiliates; (ii) your personally engaging in\nillegal conduct which causes material harm to the reputation of the Company or\nits affiliates; (iii) your being convicted or found liable for a felony,\nmisdemeanor or gross misdemeanor relating to an act of dishonesty or fraud\nagainst, or a misappropriation of property belonging to, the Company or its\naffiliates; (iv) your engagement in substance abuse which substantially impairs\nyour ability to perform the duties and obligations of your employment or causes\nmaterial harm to the reputation of the Company; (v) your personally engaging in\nany act of moral turpitude that causes material harm to the reputation of the\nCompany; (vi) your commencement of employment with another employer while you\nare an employee of the Company without the prior consent of the Board of\nDirectors; or (vii) your incurable material breach of any element of the\nCompany's Proprietary Information and Inventions Agreement, including without\nlimitation, your theft or other misappropriation of the Company's proprietary\ninformation. Physical or mental disability shall not constitute \"cause.\" For\npurposes of this letter agreement \"good reason\" shall mean (a) a material\nreduction in your salary or benefits, or (b) the Company fails to perform or\nbreaches its obligations under any other material provision of this letter\nagreement and does not correct such failure or breach (if correctable) within\nthirty days following notice thereof by you to the Company. Upon any termination\nof employment, you shall be entitled to any compensation earned but unpaid\nthrough the date of termination as well as any benefits due or amounts payable\nunder any plan or program maintained or sponsored by the Company.\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\n320,000 shares of the Common Stock of the Company under the Company's 1998\nEquity Incentive Plan (the \"Plan\"). The exercise price per share of the\nIncentive Stock Option will be equal to the fair market value of the Common\nStock on the date you commence your employment with the Company, as determined\nin good faith by the Company's Board of Directors. The current fair market value\nof the Common Stock of the Company is estimated to be approximately $.16 per\nshare.\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: thirty-two thousand (32,000)\nof such shares will vest as of the Commencement Date; an additional six thousand\n(6,000) shares shall vest at the end of each month thereafter. In addition to\nthe foregoing, in the event your employment with the Company is terminated due\nto death or disability (the latter of which shall mean your permanent and total\n\n\n                                       2.\n\ndisability within the meaning of Section 221(e)(3) of the Internal Revenue Code\nof 1986, as amended), the vesting of your option shall be immediately\naccelerated in full. Further, upon the effective date of the Company's first\nfirm commitment underwritten public offering of its Common Stock registered\nunder the Securities Act, an additional twenty percent (20%) of the shares\nsubject to your option that have not vested as of such date will vest as of the\neffective date. If your employment is terminated by the Company without cause at\nany time, the vesting of your option shall be immediately accelerated in full.\nIf you resign with good reason at any time, an additional fifty percent (50%) of\nthe shares subject to your option that have not vested as of such date will vest\nupon your resignation. Finally, in the event the Company enters into a\ndefinitive agreement for (i) a consolidation or merger of the Company with or\ninto any other corporation or other entity or person in which the stockholders\nof the Company prior to such consolidation or merger own less than fifty percent\n(50%) of the Company's voting power immediately after such consolidation or\nmerger, excluding any consolidation or merger effected exclusively to change the\ndomicile of the Company, or (ii) a sale of all or substantially all of the\nassets of the Company, then the vesting of your option shall be immediately\naccelerated in full.\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\nThe Company shall pay your reasonable expenses for legal counsel engaged by you\nin connection with the preparation, negotiation and execution of this letter\nagreement.\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 no later\nthan February 28, 1999 with the understanding that up until March 8, 1999, you\nwill permitted to (i) perform services for the Company outside of the San Diego\narea on less than a full-time basis, and (ii) fulfill any prior obligations or\ncommitments that you may have to Tickets.com, Inc.\n\n\n                                       3.\n\nWe look forward to your favorable reply and to a productive and enjoyable work\nrelationship.\n\nSincerely,\n\nMP3.COM, INC.\n\nBy:   \/s\/ ROBIN RICHARDS\n      ------------------------------\nName:  Robin Richards\n      ------------------------------\nTitle:  President\n      ------------------------------\n\n\nACCEPTED BY:\n\/s\/ PAUL L. H. OUYANG\n------------------------------------\nPaul L. H. Ouyang\n 2\/19\/99\n------------------------------------\nDate\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-39378","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\/39378","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=39378"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39378"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39378"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39378"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}