{"id":39400,"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-netscape-communications-corp-and-noreen.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-netscape-communications-corp-and-noreen","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-netscape-communications-corp-and-noreen.html","title":{"rendered":"Employment Agreement &#8211; Netscape Communications Corp. and Noreen Bergin"},"content":{"rendered":"<pre>Noreen Bergin \n \n\n\n     Re: Amendment of Employment Agreement\n     \nDear Noreen:\n\n     We have agreed to amend your written employment agreement with Netscape \nCommunications Corporation (the 'Company') of on or about November 6, 1995 \n(the 'Agreement') to include the following paragraphs:\n     \n     'Upon the occurrence of a Change in Control, the Company or any \nsuccessor entity shall be obligated to continue your Service over the \nremainder of the vesting period in effect for the shares purchased or \npurchasable under any stock option granted to you by the Company prior to the \nChange in Control so that you shall have the opportunity to vest in all those \nshares.  You shall, however, have complete discretion in determining whether \nyou are to render such Service, and if so, whether it shall be performed as a \nfull time employee, part-time employee or independent consultant, as \npermitted by the applicable stock option agreement.  In particular, 'Service' \nshall mean the provision of services to the Company or any parent or \nsubsidiary by an individual in the capacity of an employee, a non-employee \nmember of the Board of Directors or a consultant, and such 'Service' shall be \ndeemed to meet the level of employment, consulting or other services required \nto continue vesting under your applicable stock option or stock purchase \nagreements.  The remaining terms of your Service during such vesting period, \nincluding any cash compensation payable for such Service, shall be negotiated \nin good faith by the Company or successor entity and you at the time of the \nChange in Control.  This paragraph shall only become applicable in the event \nof a Change in Control, as deemed in the following paragraph, and in the \nabsence of such Change in Control, your employment shall remain 'at will' in \naccordance with the provisions of the Agreement.\n     \n     For purposes of this Agreement, a Change in Control shall be deemed to \noccur in the event of any of the following transactions: (A) a transaction or \nseries of related transactions over a twelve (12) month period (excluding an \ninitial public offering) in which the stockholders of the Company immediately \nbefore such transaction or series of transactions do not retain in \nsubstantially the same proportions as their ownership of shares of the \nCompany's voting stock immediately before such event, directly or indirectly \n(including, without limitation, through their ownership of shares of the \nvoting stock of a corporation which, as a result of such sale or exchange, \nowns the Company either directly or through one or more subsidiaries), at \nleast a majority of the beneficial interest in the voting stock of the \nCompany immediately after such transaction or related series of transactions, \n(B) the acquisition of all or substantially all of the Company's assets, C) \nthe liquidation or dissolution of the Company or (D) a merger or \nconsolidation wherein the stockholders of the Company immediately before such \nmerger or consolidation do not retain in the substantially the same \nproportions as their ownership of shares of the Company's voting stock \nimmediately before such event, directly or indirectly (including, without \nlimitation, through their ownership of shares of the voting stock of a \ncorporation, which, as a result of such merger or consolidation, owns the \nCompany either directly or \n\n\n\nthrough one or more subsidiaries), at least of majority of the beneficial \ninterest in the voting stock of the Company immediately after such merger or \nconsolidation.'\n\n     Except as amended by the foregoing paragraphs, the Agreement shall \nremain in full force and effect.\n     \n     Please sign and date this amendment on the spaces provided below to \nconfirm your acceptance of its terms.\n     \n     \n                                       Sincerely,\n                                   \n                                       NETSCAPE COMMUNICATIONS CORPORATION\n                              \n                              \n                                       by: \/s\/ James Barksdale            \n                                           -------------------------------\n                                           James Barksdale, President and \n                                           Chief Executive Officer\n                              \n                              \nI agree to and accept the terms and conditions of this amendment.\n     \n     \nDated: 1-23-97                         \/s\/ Noreen Bergin\n       -------                         -----------------\n                                       Noreen Bergin\n\n\nNoreen G. Bergin \n\n\n\nDear Noreen:\n\nWe are pleased to offer you employment as Vice President and Corporate \nController, Chief Accounting Officer for Netscape Communications Corporation. \nYour annual salary will be $150,000 per year.  In addition, you will receive \na $50,000 annual bonus plan.  Your starting date will be December 1, 1995 (or \nearlier, subject to your availability) and you will be reporting to me.\n\nAs an employee of Netscape Communications Corporation, you will be eligible \nto participate in a number of Company-sponsored benefits, including health \nand medical benefits.  New employee benefits orientation is each Monday at \nl0:00 am in the HR Training Room at 487 E. Middlefield Rd.  Netscape has \nestablished a stock option plan.  Upon Board of Directors approval, the \nCompany will grant you an option to purchase up to 50,000 shares of common \nstock.  Your option will be subject to your execution of the Company's \nstandard stock option agreement, which will contain Netscape's customary \nterns and conditions, including vesting, of the shares over a fifty month \nperiod.  In the event of a corporate change of control, your incentive stock \noptions will continue to vest as a consultant.\n\nEmployment with Netscape is not for a specific term and can be terminated by \nyou or by us at any time for any reason, with or without cause.  Any \nstatements to contrary that may have been made to you by the Company or its \nagents are superseded by this offer letter.  We request that all of our \nemployees, to the extent possible, give us advance notice if they intend to \nresign.  If you accept this offer, the terms described in this letter shall \nbe the terms of your employment.  Any additions or modifications of these \nterms would have to be in writing and signed by you and an officer of the \nCompany.\n\nYour employment is contingent on your executing the enclosed Netscape \nProprietary Information and Inventions Agreement and upon your providing the \nCompany with the legally required proof of your identity and authorization to \nwork in the United States.\n\nWe look forward to having you join us.  If you accept the above-described \noffer, please return a signed copy of this letter and the executed \nProprietary Information and Inventions Agreement to Netscape Human Resources. \nThis offer, if not accepted, will expire on October 23, 1995.\n\nIf you have any questions, please call me.\n\nSincerely,\n\n\/s\/ Peter Currie                        \n\nNETSCAPE COMMUNICATIONS CORPORATION\n\nBy: Peter Currie\nChief Financial Officer\n\n\nI accept this offer this 13th day of October\n\n\n\/s\/ Noreen G. Bergin          \n------------------------------\nNoreen G. Bergin\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8328],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39400","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netscape-communications-corp","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\/39400","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=39400"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39400"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39400"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39400"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}