{"id":39379,"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-robin-richards.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-mp3-com-inc-and-robin-richards","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-mp3-com-inc-and-robin-richards.html","title":{"rendered":"Employment Agreement &#8211; MP3.com Inc. and Robin Richards"},"content":{"rendered":"<pre>                                  MP3.COM, INC.\n\n\nJanuary 6, 1999\n\nRobin Richards\n\n--------------------\n\n--------------------\n\nRE: EMPLOYMENT TERMS\n\nDear Robin:\n\nMP3.com, Inc., a Delaware corporation, (the \"Company\") is pleased to offer you\nthe position of Chief Operating Officer and President, on the following terms.\n\nYou will serve as Chief Operating Officer and President and will be responsible\nfor such duties as are normally associated with such position or as otherwise\ndetermined by the Chief Executive Officer of the Company. You will report to\nMichael Robertson, the Chief Executive Officer of the Company. You will work at\nour facility located in San Diego. Of course, the Company may change your\nposition, duties, and work location from time to time as it deems necessary.\n\nYou will become a member of the Board of Directors of the Company, with full\nvoting powers, and the current Directors of the Company intend to take whatever\naction may be required in order to have you appointed or elected to the Board.\nYou acknowledge, however, that Board membership is not a condition of your\nemployment, and you may be removed from the Board at any time in accordance with\nthe Bylaws of the Company. Removal from the Board shall not constitute\ntermination of your employment relationship.\n\nYour compensation will be $20,000 per month, less payroll deductions and all\nrequired withholdings. You will be paid semi-monthly and you will be eligible\nfor standard benefits, such as medical insurance, sick leave, vacations and\nholidays, according to standard Company policy as may be adopted by the Company\nfrom time to time. Details about these benefits will be provided in an Employee\nHandbook and in Summary Plan Descriptions, which will be prepared by the Company\nand made available for your review in due course. Your cash compensation will\naccrue and will not be actually issued to you until after the closing of the\ncurrently pending venture capital financing involving Sequoia Capital, or upon\nthe closing of a similar financing deal in the event that the Sequoia financing\nfails to close.\n\nUpon commencement of employment with the Company pursuant to this letter, and\nsubject to approval by the Company's Board of Directors, you will be granted an\nIncentive Stock\n\n\nRobin Richards\nJanuary 5, 1999\nPage 2\n\nOption to purchase one million six hundred twenty-five thousand (1,625,000)\nshares of the Common Stock of the Company under the Company's 1998 Equity\nIncentive Plan (the \"Plan\"). This number of shares is based on a calculation of\nfive percent (5%) of the thirty-two million five hundred thousand (32,500,000)\nshares which will be actually issued or reserved after the anticipated closing\nof Sequoia Capital financing. If the Sequoia Capital financing fails to close\nand the capitalization of the company is altered in connection with a\nsubstantially similar replacement financing, the number of shares to be issued\nto you, and the vesting schedule described below, will be adjusted to maintain\nyour equity interest at five percent. 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: one hundred sixty-two thousand\nfive hundred (162,500) of such shares will vest on the date you commence\nemployment with the Company pursuant to this letter; an additional thirty\nthousand four hundred sixty-nine (30,469) of such shares will vest as of the end\nof each monthly period thereafter, except for the last vesting date, on which\nthirty thousand four hundred fifty-seven (30,457) of such shares will vest. In\naddition to the foregoing, in the event your employment with the Company is\nterminated by the Company for any reason, the vesting of your option will be\naccelerated such that, in addition to the number of shares that have vested\npursuant to the schedule above as of the date of such termination, ten percent\n(10%) of the then unvested shares will vest as of the date of such termination.\nFurther, upon completion of the Company's initial public offering, in addition\nto the number of shares that have vested pursuant to the schedule above as of\nthe date of such offering, twenty percent (20%) of the then unvested shares will\nvest as of the date of such offering. Additionally, all of your unvested shares\nshall vest upon a merger, reverse merger, or sale of substantially all of the\nassets of the Company.\n\nThe specific terms and conditions of your Incentive Stock Option to purchase\nshares of the Common Stock of the Company will be set forth in an Incentive\nStock Option Agreement between you and the Company. Such agreement shall be in\nsubstantially the form approved by the Board of Directors of the Company for use\nwith the Plan, modified as necessary to appropriately reflect the provisions\noutlined above, and will be executed after you commence your employment with the\nCompany.\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 \n\n\nRobin Richards\nJanuary 5, 1999\nPage 3\n\nit has been made available to you). As a condition of employment, you will be\nrequired to sign and comply with a Proprietary Information and Inventions\nAgreement, a copy of which is attached hereto as Exhibit A, which, among other\nthings, prohibits unauthorized use or disclosure of Company proprietary\ninformation.\n\nNormal working hours are from 8:30 a.m. to 5:30 p.m., Monday through Friday. As\nan exempt salaried employee, you will be expected to work additional hours as\nrequired by the nature of your work assignments.\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 on\n_______________________.\n\n\n\nRobin Richards\nJanuary 5, 1999\nPage 4\n\nWe look forward to your favorable reply and to a productive and enjoyable work\nrelationship.\n\n\nSincerely,\n\nMP3.COM, INC.\n\nBy: \/s\/ MICHAEL ROBERTSON\n    --------------------------------\n    Michael Robertson\n    Chief Executive Officer\n\n\nACCEPTED BY:\n\/s\/ ROBIN RICHARDS\n------------------------------------\nRobin Richards\n1\/6\/99                                   Start Date 1\/11\/99\n------------------------------------\nDate\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-39379","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\/39379","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=39379"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39379"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39379"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39379"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}