\n \nJune 15, 1998\n \nMr. John E. Labbett\n13400 Riverside Drive\nSherman Oaks, CA 91423\n \nDear John:\n \nThis is to confirm ONSALE's offer of employment to you as Senior Vice\nPresident\/CFO at $200,000 per year, paid bi-monthly, starting part time\n(10 hours\/week) effective June 17, going to full time on July 16, 1998,\nor such earlier date as is mutually agreed.\n \nYou will participate in ONSALE's standard benefits package as amended\nfrom time to time. This includes a 401K plan and health insurance for\nyourself. You may, at your expense, purchase coverage for additional\nfamily members under this plan. You will be entitled to three weeks\nvacation per year.\n \nYou will also receive stock options for 200,000 shares of ONSALE common\nstock, subject to board approval, which will vest monthly over a four-\nyear period after a six-month \"cliff\". The stock option price will be\nestablished by the Compensation Committee of the Board of Directors at\nthe fair market value at the time they approve your grant, which is\nexpected to be the closing price of the stock on the trading day prior\nto your start date of June 17, 1998.\n \nYou will be required to sign a standard Employee Inventions and\nAssignment Agreement and an Acknowledgement and Receipt of ONSALE's\nEmployee Handbook.\n \nYour employment will at all times be `at will', which means that you or\nONSALE can terminate your employment at any time with or without cause.\nThere will be no express or implied agreements to the contrary.\n \nIn the event of a \"Change of Control Transaction\" (as defined below),\nshould your employment with the company be involuntarily terminated,\nyour duties, title or compensation be materially diminished, or the\nlocation of your office be changed by more than 50 miles, you will be\npaid severance as follows. Within 2 years of your start date: 12 months\nsalary; Greater than 2 years but less than 4 years after your start\ndate: 6 months salary.\n \nIt is the Company's and your intention that you will relocate your\nfamily to the vicinity of the Company's offices. In the interim, it is\nyour intention to commute to work on a weekly basis from your current\nlocation. Until you relocate, the Company will arrange for or reimburse\nyou for actual temporary housing and airfare for a period of up to one\nyear from your start date, up to a limit of $2000 per month. This\narrangement may be extended for an additional year by mutual agreement.\nIn the event you relocate, all direct out-of pocket costs associated\nwith the relocation will be paid by the Company with the Company's\nreasonable prior approval, including reimbursement for any net taxable\neffects to you.\n \nIn the event you are involuntarily terminated following your relocation,\nexcept for a \"Termination for Cause\" (as defined below), you will be\npaid severance as follows. Within 1 year of your start date: 6 months\nsalary; Greater than 1 year but less than 2 years after your start date:\n3 months.\n \nThis offer is contingent upon approval of the compensation committee of\nthe Board of Directors.\n \nPlease sign and return a copy of this letter to indicate your acceptance\nof these terms. I look forward to working with you to make ONSALE a\nsuccess.\n \nThis offer expires if not signed and returned by 5:00 p.m. on June 16,\n1998.\n \nSincerely,\n\/s\/ Jerry Kaplan\n-------------------------\nJerry Kaplan ____________________________\nCEO Name Date\n \n \n \n \nDefinition of \"Change of Control Transaction\":\n \nA \"Change of Control Transaction\" shall have occurred if, with or\nwithout consent of the board of directors, (1) any person, enterprise or\ngroup (within the meaning of Section 13(d)(3) or 14 (d)(2) of the\nSecurities Exchange Act of 1934, as amended (the \"Exchange Act\")), or\nother entity shall become the beneficial owner (within the meaning of\nRule 13d-3 promulgated under the Exchange Act), directly or indirectly\nof at least 33.3% of the outstanding stock of the Company entitled to\nvote generally for the election of directors, or (2) at any time fewer\nthan 51% of the members of the Board of Directors of the Company shall\nbe persons who were either nominated for election by the Board of\nDirectors or were elected by the Board of Directors, provided, however,\nthat for the purposes of determining whether a majority of the Board of\nDirectors of the company has approved such nomination or election, there\nshall be excluded any individual whose initial assumption of office\noccurs as a result of either an actual or threatened election contest or\nother actual or threatened solicitation of proxies or consents by or on\nbehalf of a person other than the Board of Directors of the Company, or\n(3), there shall be a sale of all or substantially all of the Company's\nassets or the Company shall merge or consolidate with another\ncorporation and the stockholders of the Company immediately prior to\nsuch transaction do not own, immediately after such transaction, stock\nof the purchasing or surviving corporation in such transaction (or of\nthe parent corporation of the purchasing or surviving corporation),\npossessing more than 50% of the voting power (for the election of\ndirectors generally) and of outstanding stock of that corporation, which\nownership shall be measured without regard to any stock of the\npurchasing, surviving, or parent corporation owned by the stockholders\nof the Company before the transaction.\n \nDefinition of \"Termination for Cause\":\n \n\"Termination for Cause\" shall mean and be limited to the Company's\ntermination of executive's employment for (1) willful failure or refusal\nwithout proper cause, to substantially perform his duties as an employee\nof the Company, or (2) his conviction for any criminal act, except that\na misdemeanor conviction shall not constitute \"Termination for Cause\"\nunless it shall have involved misappropriate use of funds or property,\nfraud, or other similar activity which bears directly upon the\nexecutive's ability to perform faithfully his duties as an employee of\nthe Company. The executive shall have an opportunity to appeal such\ntermination to the Board of Directors of the company.\n \n<\/pre>\n<\/contract-content><\/article>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8416],"corporate_contracts_industries":[9497],"corporate_contracts_types":[9539,9544],"class_list":["post-40748","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-onsale-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\/40748","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=40748"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40748"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40748"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40748"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}