{"id":39405,"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-network-computer-inc-and-gordon-yamate.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-network-computer-inc-and-gordon-yamate","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-network-computer-inc-and-gordon-yamate.html","title":{"rendered":"Employment Agreement &#8211; Network Computer Inc. and Gordon Yamate"},"content":{"rendered":"<pre>\n                                  [LOGO]\n\nMarch 10, 1999\n\nMr. Gordon Yamate\n126 Robin Way\nLos Gatos, California 95032\n\n\nDear Gordon,\n\nWe are pleased to offer you employment as Vice President and General Counsel \nfor Network Computer, Inc. ('NCI' or 'the Company'). Your annual salary will \nbe $200,000 less applicable withholding. You will also be eligible to \nparticipate in the Senior Management Bonus Plan, based upon goals and \nobjectives as determined by the Chief Executive Officer and agreed upon by \nboth parties. Details for the bonus plan will be provided to you subsequent \nto your start date. Your starting date will be pursuant to discussions with \nMitchell Kertzman.\n\nAs an employee of NCI, you will be eligible to participate in a number of \nCompany-sponsored benefits, including health and medical benefits. Subject to \nthe Board of Director's approval, the Company will grant you an option to \npurchase up to 375,000 shares of the Company's common stock with an exercise \nprice per share equal to the fair market value per share on the later of the \ndate of the board action or the date that you commence employment with the \nCompany. The option will vest as follows: 25% on the first anniversary of the \ndate of hire, and monthly thereafter, in equal increments upon the completion \nof each of the next 36 months of service. The option is granted subject to \nthe terms of the Company's 1996 Stock Option Plan and its related agreements. \nHowever, should the Company experience a Change in Control within your first \n12 months of service, which results in the termination of your employment \nwithout Cause within [12] months of your hire date, you will become vested in \n25% of your original option grant, as if you had provided 12 months of \nservice. For purposes of this letter, a termination of employment without \nCause will include continued employment (or an offer for continued \nemployment) at a level below that for which you were originally hired.\n\nChange in Control is defined as (i) a proposed sale, transfer or disposition \nof all or substantially all of the Company's assets or (ii) the consummation \nof a merger or consolidation of the Company with or into another entity or \nany other corporate reorganization, if persons who own less than 50% of the \nCompany immediately prior to such merger, consolidation or other \nreorganization own immediately after such merger, consolidation or other \nreorganization 50% or more of the voting power of the outstanding securities \nof each of (A) the continuing or surviving entity and (B) any direct or \nindirect parent corporation of such continuing or surviving entity; provided, \nhowever, that a transaction or series of transactions in which Oracle \nCorporation sells or otherwise disposes of the securities of the Company, \nsuch that Oracle Corporation holds less than 50% of the Company's aggregate \noutstanding securities, shall not in itself be deemed a Change in Control. In \naddition, a transaction shall not constitute a Change in Control if its sole \npurpose is to change the state of the Company's incorporation or to create a \nholding company that will be owned in substantially the same proportions by \nthe persons who held the Company's securities immediately before such \ntransaction.\n\n                                 [LETTERHEAD]\n\n\n\n                                  [LOGO]\n\nPAGE 2\nMR. GORDON YAMATE\n\n\n\nCause is defined as: (i) the commission of any act of fraud, embezzlement or \ndishonesty, (ii) any unauthorized use or disclosure of confidential \ninformation or trade secrets of the Company (or any parent or subsidiary), or \n(iii) any other intentional misconduct adversely affecting the business or \naffairs of the Company (or any parent or subsidiary) in a material manner. \nThe foregoing definition shall not be deemed to be inclusive of all the acts or \nomissions which the Company (or any parent or subsidiary) may consider as \ngrounds for your dismissal or discharge or the discharge of any other person \nin the service of the Company (or any parent or subsidiary).\n\nYour employment with the Company is not for a specific term and can be \nterminated by you or by the Company at any time for any reason, with or \nwithout cause. We request that all of our employees, to the extent possible, \ngive us advance notice if they intend to resign. Your employment with the \nCompany is also contingent upon you executing the Proprietary Information \nAgreement, Employment Agreement and upon you providing the Company with the \nlegally required proof of your identity. The Company also requires proof of \neligibility to work in the United States.\n\nTo confirm your acceptance of this employment agreement, please sign and date \nthis letter in the spaces provided below and return it to me. A duplicate \noriginal is enclosed for your records. This letter, along with other \nagreements referred to above, set forth the terms of your employment with the \nCompany. This agreement supersedes any prior representations or agreements \nbetween you and the Company, whether written or oral, and it may not be \nmodified or amended except by a document signed by an authorized officer of \nthe Company and you. This offer, if not accepted, will expire on March 14, \n1999.\n\nSincerely,\n\n\n\/s\/ Mitchell E. Kertzman\n\nNetwork Computer Inc.\nBy:  Mitchell E. Kertzman\n     President and Chief Executive Officer\n\nI agree to and accept employment with Network Computer, Inc. on the terms set \nforth in this agreement.\n\n\n  \/s\/ Gordon Yamate                               3\/12\/99\n-------------------------------------------------------------------------------\nGordon Yamate                                       Date\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39405","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","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\/39405","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=39405"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39405"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39405"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39405"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}