{"id":39401,"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-roberta.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-netscape-communications-corp-and-roberta","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-netscape-communications-corp-and-roberta.html","title":{"rendered":"Employment Agreement &#8211; Netscape Communications Corp. and Roberta R. Katz"},"content":{"rendered":"<pre>\n                               January 23, 1997\nRoberta R. Katz \n1241 21st Avenue East \nSeattle, WA 98112\n\n     Re: AMENDMENT OF EMPLOYMENT AGREEMENT\n\nDear Roberta:\n\n     This letter serves as written confirmation and clarification of our \nprior agreement (the 'Prior Agreement') with respect to your employment in \nthe event of a change in control of Netscape Communications Corporation (the \n'Company'), which arrangement the Company acknowledges was a condition to \nyour accepting employment with the Company.  The Prior Agreement was set \nforth in the second paragraph of a letter from you to me dated April 26, 1995 \nand was effective upon your accepting employment with the Company, and the \nCompany hereby acknowledges that the Prior Agreement has existed as an \nagreement effective upon your accepting employment with the Company.  In \norder to clarify and confirm the Prior Agreement, we have agreed to amend \nyour written employment agreement with the Company dated April 4, 1995 but \nsigned by you as of April 26, 1995 (the 'Agreement') to include the following \nparagraphs:\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 you in your capacity as an employee, a non-employee member of \nthe Board of Directors or a consultant, and such 'Service' shall be deemed to \nmeet the level of employment, consulting or other services required to \ncontinue 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 defined 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 purpose 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 \n\n\n\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 sale or exchange, owns the Company \neither directly or through one or more subsidiaries), at least a majority of \nthe beneficial interest in the voting stock of the Company immediately after \nsuch transaction or related series of transactions, (B) the acquisition of \nall or substantially all of the Company's assets, (C) the liquidation or \ndissolution of the Company or (D) a merger or consolidation wherein the \nstockholders of the Company immediately before such merger or consolidation \ndo not retain in substantially the same proportions as their ownership of \nshares of the Company's voting stock immediately before such event, directly \nor indirectly (including, without limitation, through their ownership of \nshares of the voting stock of a corporation, which, as a result of such \nmerger or consolidation, owns the Company either directly or through one or \nmore subsidiaries), at least a majority of the beneficial interest in the \nvoting stock of the Company immediately after such merger or consolidation.'\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 written amendment on the space provided below \nto confirm your acknowledgment of the Prior Agreement and to confirm your \nconsent to this amendment to the Agreement.\n\n                                       Sincerely,\n\n\n                                       NETSCAPE COMMUNICATIONS CORPORATION\n\n                                       By: \/s\/ James L. Barksdale\n                                           -----------------------------------\n                                           James L. Barksdale, President and \n                                           Chief Executive Officer\n\n\nI acknowledge the Prior Agreement and confirm my consent to this amendment to \nthe Agreement.\n\n                                       \/s\/ Roberta R. Katz           \n                                       ------------------------------\n                                       Roberta R. Katz\n\n\n\nApril 4, 1995\n\nRoberta Katz\n\nDear Roberta:\n\nWe are delighted to offer you employment as General Counsel for Netscape \nCommunications Corporation.  Your annual salary will be $175,000 per year.  \nYour anticipated start date will be July 1, 1995, and you will be reporting \nto me. In addition, you will receive an Executive Relocation Package, to \nassist in making your move to the Bay Area as comfortable as possible. (See \nAttachment)\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.\n\nNetscape has established a stock option plan.  Upon Board of Directors \napproval, the Company will grant you an option to purchase up to 150,000 \nshares of common stock.  Your stock option agreement will be subject to \nNetscape's customary terms and conditions, including vesting of the shares \nand a Company repurchase right (in the event you exercise your option prior \nto full vesting) over a fifty month period.\n\nEmployment with Netscape is not for a specific term and can be terminated by \nyou or by the us at any time for any reason, with or without cause.  Any \nstatements to contrary that may have been made to you, or that may be made to \nyou, by the Company or its agents are superseded by this offer letter.  We \nrequest that all of our employees, to the extent possible, give us advance \nnotice if they intend to resign.\n\nThis letter supersedes any previous discussions or offers.  If you accept \nthis offer, the terms described in this letter shall be the terms of your \nemployment. Any additions or modifications of these terms would have to be in \nwriting and signed by yourself and me.\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\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, \nand call to arrange a benefits overview.  This offer, if not accepted, will \nexpire on April 10,1995.\n\nIf you have any questions, please call me.\n\nSincerely, \n\n\/s\/ James L. Barksdale             \n\nNESTCAPE COMMUNICATIONS CORPORATION\n\nBy: Jim Barksdale \nChief Executive Officer, Netscape Communications Corporation\n\n\n\nI accept this offer this 26th day of April 1995\n\n\/s\/ Roberta R. Katz           \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-39401","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\/39401","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=39401"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39401"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39401"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39401"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}