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Employment Agreement - PlanetOut Partners Inc. and Jeffrey T. Soukup

Employment Forms

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                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

            This agreement is entered into as of April 26, 2004, by and between
Jeffrey T. Soukup (the "Employee") and PlanetOut Partners, Inc., a Delaware
corporation (the "Company").

1. Duties and Scope of Employment.

      a)    Position. For the term of his employment under this Agreement
            ("Employment"), the Company agrees to employ the Employee in the
            position of Chief Financial Officer and Executive Vice President, or
            in such other equivalent or higher-level position as the Company and
            the Employee may mutually agree. The Employee shall report to the
            Company's senior-most executive officer or such other officer as the
            Company and Employee may subsequently agree. Initially, it is agreed
            that Employee shall report to the Company's Chief Executive Officer.

      b)    Objectives and Duties.

            i)    The Employee's primary objectives shall be:

                  (1)   Helping to increase the value of the Company; thereby,
                        increasing the value of the Company to its shareholders;
                        and

                  (2)   Devising means by which the shareholders, investors,
                        employees, and community can benefit from this increase
                        in value.

            ii)   The Employee's duties shall include, but not be limited to:

                  (1)   Finance and Accounting. The Employee shall have ultimate
                        responsibility for the following finance and accounting
                        activities domestically and internationally:

                        (a)   The Employee shall serve as Treasurer for the
                              Company at the discretion of Company's Board of
                              Directors (the "Board") and the senior-most
                              executive for the Company and upon Board approval.

                        (b)   Overall accountability and responsibility for the
                              leadership, management, development, control, and
                              continuous improvement of the Company's treasury
                              and finances, including, among others, financial
                              management, financial reporting, financial
                              transactions, and risk assessment and management
                              in all areas of the business;

                        (c)   Overall accountability and responsibility for the
                              Company's relationships and communication with
                              accountants, auditors, financial institutions,
                              financial and business analysts, and financial
                              partners;


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                        (d)   Overall accountability and responsibility for
                              measurements, SWOT analysis, and results
                              forecasting related to mergers and acquisitions,
                              joint ventures, partnerships, strategic alliances,
                              other business development transactions, and other
                              strategic Company matters including the assessment
                              and analysis of the Company's ability to reduce
                              risk and increase the potential for success upon
                              the execution of such matters; and

                        (e)   Overall accountability and responsibility for
                              financial planning, forecasting, and budgeting
                              related to all areas of the business.

                  (2)   Legal. The Employee shall have primary managing
                        responsibility for the following legal activities
                        domestically and internationally:

                        (a)   Overall accountability and responsibility for the
                              leadership, management, development, control, and
                              continuous improvement of the Company's legal
                              functions, including, among others, management of
                              all legal resources (internal and external) and
                              legal considerations of the Company;

                        (b)   Overall accountability and responsibility for the
                              Company's relationships and communication with
                              legal and related advisors; and

                        (c)   Overall accountability and responsibility for
                              legal plans, forecasts, and budgets.

                        (d)   In the event that the Company hires a full- or
                              part-time general counsel, such individual shall
                              report to the Employee.

                  (3)   Risk Management. The Employee shall have ultimate
                        responsibility for all areas of risk management
                        including planning, assessment, controls, disaster
                        recovery and cost-benefit studies related to risk for
                        the Company.

                  (4)   Human Resources. The Employee shall have primary
                        managing responsibility for all human resource
                        activities domestically and internationally.

                  (6)   Business Development. The Employee shall have primary
                        managing responsibility for the Company's corporate and
                        business development activities domestically and
                        internationally by managing the financial, accounting,
                        legal, human resources, and related functions for all
                        mergers, acquisitions, joint ventures, partnerships,
                        strategic alliances, and other business development
                        transactions.

                  (7)   Investor Relations. The Employee shall have primary
                        managing responsibility for all investor and shareholder
                        relations of the Company domestically and
                        internationally.


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                  (8)   Facilities Management. The Employee shall have primary
                        managing responsibility for overseeing and managing all
                        facilities (owned or leased) of the Company.

                  (9)   Managing, meeting and exceeding user expectations and
                        educating direct and indirect reports to do so as well,
                        such expectations as specified in advance between the
                        Employee and the Company.

                  (10)  As a senior leader, with integrity, wisdom and prudence,
                        interacting with, communicating to, helping to educate
                        and to develop upline management, peer management, and
                        non-reporting staff throughout the Company to the
                        benefit of all Company individuals and the business as a
                        whole.

                  (11)  Representing the Company and its individuals in formal
                        and informal communications and presentations, on
                        panels, with the press as pre-approved, in the field,
                        with clients and other business partners, and in all
                        other business-related circumstances, with the highest
                        attainable form of professionalism, integrity, honesty,
                        and sincerity in the desire to serve, provide service,
                        and relate information, and in all other forms of
                        communication and presentation.

                  (12)  Other. The Employee also shall perform other services
                        appropriate to the Employee's position that may
                        reasonably be assigned by the Company. Duties listed
                        above may be modified from time to time upon the mutual
                        consent of both Company and Employee, except that such
                        duties may be modified without mutual consent by the
                        Company's senior most officer in the case of Cause, or
                        during a cure period related to Cause, as defined in
                        7(d) herein, or as occasioned by the natural course of
                        the business, provided, that the Employee still reports
                        to the senior most executive officer of the Company.

            c)    Obligations to the Company. During his Employment, the
                  Employee shall devote his full business efforts and time to
                  the Company. During his Employment, the Employee may engage in
                  lawful conduct occurring during nonworking hours away from the
                  Company's premises; provided however, that lawful conduct does
                  not include without limitation conduct that constitutes a
                  breach of fiduciary duty to the Company, breach of the duty of
                  loyalty to the Company, breach of the Proprietary Information
                  and Inventions Agreement with the Company, breach of this
                  Agreement, engagement in a competitive activity or assisting
                  any person or entity in competing with the Company, in
                  preparing to compete with the Company or in hiring any
                  employees or consultants of the Company. In the event that the
                  Employee engages in lawful conduct in business activities
                  other than the Company's business, or in charitable and
                  political activities not directly associated with the Company
                  during nonworking hours away from the Company's premises, the
                  Employee must in writing notify the Company of the Employee's
                  activity and purpose of activity, name of employer (if any) or
                  organization, position with respect to the activity or the
                  entity and any potential conflict that may arise from that
                  activity, including and the number of hours spent engaging in
                  such activity that may or will detract from the



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                  business of the Company. The Employee shall comply with the
                  Company's policies and rules, as they may be in effect from
                  time to time during his Employment.

            e)    No Conflicting Obligations. The Employee represents and
                  warrants to the Company that he is under no obligations or
                  commitments, whether contractual or otherwise, that are
                  inconsistent with his obligations under this Agreement. The
                  Employee represents and warrants that he will not use or
                  disclose, in connection with his employment by the Company,
                  any trade secrets or other proprietary information or
                  intellectual property in which the Employee or any other
                  person, other than the Company, has any right, title or
                  interest and that his employment by the Company as
                  contemplated by this Agreement will not infringe or violate
                  the rights of any other person. The Employee agrees to sign
                  the current versions and any future versions of the Company's
                  various agreements related to confidentiality, inventions and
                  related intellectual matters.

            f)    Commencement Date and Location. The Employee officially
                  commenced work for the Company (or a predecessor company) on
                  August 7, 2000 ("Commencement Date") and shall be located in
                  the San Francisco office of the Company.

2. Cash and Incentive Compensation.

            a)    Salary. The Company shall pay the Employee as compensation for
                  his services a base salary at a gross annualized rate of
                  $225,000. Such salary shall be payable in accordance with the
                  Company's standard payroll procedures. (The annual
                  compensation specified in this Subsection (a), together with
                  any increases in such compensation that the Company may grant
                  from time to time, is referred to in this Agreement as "Base
                  Compensation.") The Employee will be entitled to receive an
                  evaluation of performance on or about each successive annual
                  anniversary of the Commencement Date. All future changes to
                  compensation will be based on the results of evaluations of
                  the Employee's performance, whether such evaluations are
                  performed annually, or more frequently as may be initiated by
                  Employee's senior management.

            b)    Incentive Bonuses.

                  i)    The Employee shall be eligible to be considered for an
                        annual incentive bonus with a target amount equal to a
                        minimum of 30% of his Base Compensation ("Incentive
                        Bonus"). The Incentive Bonus (if any) shall be awarded
                        based on objective or subjective criteria established in
                        advance by the senior-most executive officer of the
                        Company, and approved by the Board. The determinations
                        of the Board with respect to the Incentive Bonus shall
                        be final and binding.

                  ii)   2004 Bonus. In addition to any incentive bonus which
                        may be paid under paragraph 2(b),the Employee shall be
                        paid a one time bonus of $25,000 (or such higher amount
                        as the Board of Directors may determine in its sole
                        discretion) for the employee's work in 2004. The timing
                        of the payment of this bonus will be at the discretion
                        of the Board of Directors, in consultation with the
                        Chief Executive Officer.

<PAGE>

                  iii)  Performance Bonus Options. Subject to the approval of
                        the Board, the Company may grant the Employee stock
                        options, from time-to-time, covering the shares of the
                        Company's equity securities. The terms of such options
                        shall be as determined by the Board at the time of any
                        such grant. Such terms shall be provided in writing to
                        the Employee at the time of any such grant.

3.    Vacation and Employee Benefits. During his Employment, the Employee shall
      be eligible for paid vacations in accordance with the Company's standard
      policy for similarly situated employees, as it may be amended from time to
      time. During his Employment, the Employee shall be eligible to participate
      in any employee benefit plans maintained by the Company for similarly
      situated employees, subject in each case to the generally applicable terms
      and conditions of the plan in question and to the determinations of any
      person or committee administering such plan based on the terms of the plan
      and Company policy. At Employee's option, Employee shall be eligible to
      use personal life and disability insurance to cover the approximate
      difference between the company plan's maximum and his Base Compensation up
      to a cost of $150 per month for disability insurance and $100 per month
      for life insurance and to present the Company receipts for such insurance
      for reimbursement by the Company.

4.    Business Expenses. During his Employment, the Employee shall be authorized
      to incur necessary and reasonable travel, entertainment and other business
      expenses in connection with his duties hereunder. The Company shall
      reimburse the Employee for such expenses upon presentation of an itemized
      account and appropriate supporting documentation, all in accordance with
      the Company's generally applicable policies.

5.    Term of Employment.

      a)    Basic Rule. The Company agrees to continue the Employee's
            Employment, and the Employee agrees to remain in Employment with the
            Company, from the commencement date set forth in Section 1 (f) until
            the date when the Employee's Employment terminates pursuant to
            Subsection (b) or (c) below. The Employee's Employment with the
            Company shall be "at will," meaning that either the Employee or the
            Company shall be entitled to terminate the Employee's employment at
            any time and for any reason, with or without Cause. Any contrary
            representations that may have been made to the Employee shall be
            superseded by this Agreement. This Agreement shall constitute the
            full and complete agreement between the Employee and the Company on
            the "at will" nature of the Employee's Employment, which may only be
            changed in an express written agreement signed by the Employee and a
            duly authorized officer of the Company (other than the Employee).

      b)    Termination. The Company may terminate the Employee's Employment at
            any time and for any reason (or no reason), and with or without
            Cause, by giving the Employee notice in writing. The Employee may
            terminate his Employment by giving the Company thirty (30) days
            advance notice in writing. The Employee's Employment shall terminate
            automatically in the event of his death or Permanent Disability (as
            defined below).


<PAGE>

      c)    Rights Upon Termination. Except as expressly provided in Section 6,
            upon the termination of the Employee's Employment pursuant to this
            Section 5, the Employee shall only be entitled to the compensation,
            benefits and reimbursements described in Sections 2, 3 and 4 for the
            period preceding the effective date of the termination, payment of
            which shall fully discharge all responsibilities of the Company to
            the Employee.

      d)    Termination of Agreement. This Agreement shall terminate when all
            obligations of the parties hereunder have been satisfied. The
            termination of this Agreement shall not limit or otherwise affect
            any of the Employee's obligations under Sections 6(a), 7, 8, and 9.

6. Termination Benefits.

      a)    General Release. Any other provision of this Agreement
            notwithstanding, the Employee shall not be entitled to the
            compensation and/or benefits in subsections (b) and (c) below unless
            the Employee (i) has executed a reasonable general release (in a
            form prescribed by the Company) of all known and unknown claims that
            he may then have against the Company or persons affiliated with the
            Company and (ii) has agreed not to prosecute any legal action or
            other proceeding based upon any of such claims.

      b)    Severance Pay.

            (i)   If, during the term of this Agreement, the Company terminates
                  the Employee's Employment (including through "Constructive
                  Termination" as defined below) for any reason other than Cause
                  or Permanent Disability, then the Company shall pay the
                  Employee his Base Compensation for a period of twelve (12)
                  months following the termination of his Employment (the "Base
                  Continuation Period") and shall accelerate the vesting of any
                  outstanding stock options such that the Employee will become
                  vested in an additional number of shares subject to such stock
                  options, as if the Employee provided another nine (9) months
                  of service with the Company. Such Base Compensation shall be
                  paid at the rate in effect at the time of the termination of
                  Employment and in accordance with the Company's standard
                  payroll procedures

            (ii)  If, within sixteen (16) months following a Change of Control
                  (as defined in Part 2(e) of the Planetout Partners, Inc.
                  Performance and Equity Participation (PEP) Plan as adopted on
                  January 22, 2002 (the "PEP Plan")) and the Company terminates
                  the Employee's Employment (including through "Constructive
                  Termination" as defined below) for any reason other than Cause
                  or Permanent Disability, then, subject to the "Parachute
                  Payment" provisions of paragraph 5(d) of the PEP Plan (as if
                  such provisions were a full part of this agreement, even if
                  such plan is not in effect at the time of a Change of
                  Control), the Company shall pay the Employee his Base
                  Compensation for a period of eighteen (18) months following
                  the termination of his Employment (the "Change of Control
                  Continuation Period"), and shall accelerate the vesting of any
                  outstanding stock options such that the Employee will become
                  vested in an additional number of shares subject to such stock
                  options, as if the Employee



<PAGE>

                  provided the greater of either (A) another nine (9) months of
                  service with the Company or (B) 50% of the remaining unvested
                  shares. Such Base Compensation shall be paid at the rate in
                  effect at the time of the termination of Employment and in
                  accordance with the Company's standard payroll procedures.

            ii)   Definition of "Constructive Termination." For all purposes
                  under this Agreement "Constructive Termination" shall mean the
                  Employee's resignation within sixty (60) days following (i) a
                  material reduction or change in title, job duties, authority,
                  responsibilities or job requirements inconsistent with
                  Employee's position with the Company to which the Employee has
                  not agreed to in writing; (ii) any reduction of Employee's
                  Base Compensation to which the Employee has not agreed to in
                  writing; (iii) any elimination of a material benefit provided
                  to the Employee pursuant to employment with the Company to
                  which the Employee has not agreed to in writing unless such
                  material benefit is being eliminated for all Employees in
                  comparable positions or Employee's class due to a reasonable
                  business need or condition; (iv) a relocation of place of
                  employment more than sixty (60) miles from San Francisco,
                  California; (v) the Company's failure to cure any material
                  breach by it of the terms of this letter agreement within
                  thirty (30) days following written notice from the Employee to
                  the Company's Board of Directors; or (vi) the actual
                  occurrence of any "constructive termination" of the Employee
                  by the Company under California law. The provisions of
                  subparts (i) through (iii) of this subparagraph b(iii) shall
                  not apply if any "cause" as defined in subparagraph (d) has
                  occurred, and, if curable pursuant to subparagraph (d), has
                  not been cured.Definition of "Permanent Disability." For all
                  purposes under this Agreement, "Permanent Disability" shall
                  mean that the Employee, at the time notice is given, has
                  failed to perform his duties under this Agreement for a period
                  of not less than 90 consecutive days (or such longer period as
                  may be required by law) as the result of his incapacity due to
                  physical or mental injury, disability or illness.

      c)    Health Insurance. If Subsection (b) above applies, and if the
            Employee elects to continue his health insurance coverage under the
            Consolidated Omnibus Budget Reconciliation Act ("COBRA") following
            the termination of his Employment, then the Company shall pay the
            Employee's monthly premium under COBRA until the earliest of (i) the
            close of the Base Continuation Period or Change of Control
            Continuation Period, as applicable, (ii) the expiration of the
            Employee's continuation coverage under COBRA or (iii) the date when
            the Employee accepts new employment (including self-employment) that
            offers health insurance coverage.

      d)    Definition of "Cause." For all purposes under this Agreement,
            "Cause" shall include but not be limited to:

            i)    Any material breach of this Agreement, the Proprietary
                  Information and Inventions Agreement between the Employee and
                  the Company, or any other written agreement between the
                  Employee and the Company, without



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                  Employee's satisfactory and reasonable cure, if curable,
                  within thirty (30) days of Employee's receipt of written
                  notice of such failure to comply, such notice by Company to
                  Employee shall specify the material breache(s) and shall
                  delineate performance improvements, modifications or action
                  items necessary for Employee to effect a satisfactory and
                  reasonable cure;

            ii)   Any material failure to comply with the Company's written
                  policies or rules, as they may be in effect from time to time
                  during the Employee's Employment, which adversely impacts any
                  aspect of the business or personnel of the Company without
                  Employee's satisfactory and reasonable cure within thirty (30)
                  days of Employee's receipt of written notice of such failure
                  to comply, such notice by Company to Employee shall specify
                  the material failure(s) to comply and delineate performance
                  improvements, modifications or action items necessary for
                  Employee to effect a satisfactory and reasonable cure;

            iii)  The Employee's conviction of, or a plea of "guilty" or "no
                  contest" to, a felony under the laws of the United States or
                  any state thereof;

            iv)   The Employee's threats or acts of violence or unlawful
                  harassment directed at any present, former or prospective
                  employee, independent contractor, vendor, customer or business
                  partner of the Company or directed to the Company;

            v)    The Employee's sale, possession or use of illegal drugs on the
                  premises of the Company or of a customer or business partner
                  of the Company or when engaged in the business of the Company
                  at Company events, Company sponsored events and at any other
                  events, premises and venues at which the Employee is engaged
                  in the business of the Company;

            vi)   The Employee's misappropriation of the assets of the Company
                  or other acts of dishonesty;

            vii)  The Employee's illegal or unethical business practices;

            viii) The Employee's gross misconduct or gross negligence in the
                  performance of duties assigned to the Employee under this
                  Agreement; or

            ix)   The Employee's failure to perform reasonable duties assigned
                  to the Employee under this Agreement without Employee's
                  satisfactory and reasonable cure within sixty (60) days of
                  Employee's receipt of written notice of such failure to
                  perform, such notice by Company to Employee shall specify the
                  failure(s) to perform and delineate performance improvements,
                  modifications or action items necessary for Employee to effect
                  a satisfactory and reasonable cure.

7. Non-Solicitation and Non-Disclosure.



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      a)    Non-Solicitation. During the period commencing on the date of this
            Agreement and continuing until the first anniversary of the date
            when the Employee's Employment terminated for any reason the
            Employee shall not directly or indirectly, personally or through
            others, solicit or attempt to solicit (on the Employee's own behalf
            or on behalf of any other person or entity) the employment of any
            employee of the Company or any of the Company's affiliates. The
            Employee further agrees that, during the Continuation Period
            described in Section 7(b) above, he will not directly solicit the
            business of any customer of the Company or any of the Company's
            affiliates with whom the Employee had contact during his Employment.

      b)    Non-Disclosure. The Employee has entered into a Proprietary
            Information and Inventions Agreement with the Company, which is
            incorporated herein by reference.

8. Successors.

      a)    Company's Successors. This Agreement shall be binding upon any
            successor (whether direct or indirect and whether by purchase,
            lease, merger, consolidation, liquidation or otherwise) to all or
            substantially all of the Company's business and/or assets. For all
            purposes under this Agreement, the term "Company" shall include any
            successor to the Company's business and/or assets which becomes
            bound by this Agreement.

      b)    Employee's Successors. This Agreement and all rights of the Employee
            hereunder shall inure to the benefit of, and be enforceable by, the
            Employee's personal or legal representatives, executors,
            administrators, successors, heirs, distributees, devisees and
            legatees.

9. Miscellaneous Provisions.

      a)    Notice. Notices and all other communications contemplated by this
            Agreement shall be in writing and shall be deemed to have been duly
            given when personally delivered or when mailed by U.S. registered or
            certified mail, return receipt requested and postage prepaid. In the
            case of the Employee, mailed notices shall be addressed to him at
            the home address which he most recently communicated to the Company
            in writing. In the case of the Company, mailed notices shall be
            addressed to its corporate headquarters, and all notices shall be
            directed to the attention of its Secretary.

      b)    Modifications and Waivers. No provision of this Agreement shall be
            modified, waived or discharged unless the modification, waiver or
            discharge is agreed to in writing and signed by the Employee and by
            an authorized officer of the Company (other than the Employee). No
            waiver by either party of any breach of, or of compliance with, any
            condition or provision of this Agreement by the other party shall be
            considered a waiver of any other condition or provision or of the
            same condition or provision at another time.

<PAGE>

      c)    Whole Agreement. This Agreement supersedes any previous offer
            letters and employment agreements including, among any others, the
            Employment Agreement dated July 31, 2000 as well as any amendments
            or modifications thereto. No other agreements, representations or
            understandings (whether oral or written and whether express or
            implied), which are not expressly set forth in this Agreement have
            been made or entered into by either party with respect to the
            subject matter hereof. This Agreement, the Proprietary Information
            and Inventions Agreement, the Company's 2001 Equity Incentive Plan,
            the applicable Stock Option Agreements evidencing Stock Options
            granted to you by the Company, any grants made to you of the
            Company's Series B Preferred Stock, and the Company's Performance
            and Equity Participation (PEP) Plan previously entered into by
            Employee contain the entire understanding of the parties with
            respect to the subject matter hereof.

      d)    Withholding Taxes. All payments made under this Agreement shall be
            subject to reduction to reflect taxes or other charges required to
            be withheld by law.

      e)    Choice of Law and Severability. This Agreement is executed by the
            parties in the State of California and shall be interpreted in
            accordance with the laws of such State (without effect to conflicts
            of law principles). If any provision of this Agreement becomes or is
            deemed invalid, illegal or unenforceable in any jurisdiction by
            reason of the scope, extent or duration of its coverage, then such
            provision shall be deemed amended to the extent necessary to conform
            to applicable law so as to be valid and enforceable or, if such
            provision cannot be so amended without materially altering the
            intention of the parties, then such provision shall be stricken and
            the remainder of this Agreement shall continue in full force and
            effect. Should there ever occur any conflict between any provision
            contained in this Agreement and any present or future statue, law,
            ordinance or regulation contrary to which the parties have no legal
            right to contract, then the latter shall prevail but the provision
            of this Agreement affected thereby shall be curtailed and limited
            only to the extent necessary to bring it into compliance with
            applicable law. All the other terms and provisions of this Agreement
            shall continue in full force and effect without impairment or
            limitation.

      f)    Arbitration. Any controversy or claim arising out of or relating to
            this Agreement or the breach thereof, or the Employee's Employment
            or the termination thereof, shall be settled in San Francisco,
            California, by arbitration in accordance with the Employment
            Arbitration Rules and Procedures of the Judicial Arbitration and
            Mediation Services. The decision of the arbitrator shall be final
            and binding on the parties, and judgment on the award rendered by
            the arbitrator may be entered in any court having jurisdiction
            thereof. The parties hereby agree that the arbitrator shall be
            empowered to enter an equitable decree mandating specific
            enforcement of the terms of this Agreement. To the extent permitted
            by applicable law, the Company and the Employee shall share equally
            all fees and expenses of the arbitrator. The Employee hereby
            consents to personal jurisdiction of the state and federal courts
            located in the State of California for any action or proceeding
            arising from or relating to this Agreement or relating to any
            arbitration in



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            which the parties are participants. The parties hereby waive any
            right they may have to trial by jury in regard to the controversy or
            claim submitted for arbitration.

      g)    No Assignment. This Agreement and all rights and obligations of the
            Employee hereunder are personal to the Employee and may not be
            transferred or assigned by the Employee at any time. The Company may
            assign its rights under this Agreement to any entity that assumes
            the Company's obligations hereunder in connection with any sale or
            transfer of all or a substantial portion of the Company's assets to
            such entity, or merger, stock sale or similar transaction.

      h)    Employee Acknowledgement. The Employee acknowledges (i) that he has
            consulted with or has had the opportunity to consult with
            independent counsel of his own choice concerning this Agreement and
            has been advised to do so by the Company, and (ii) that he has read
            and understands the Agreement, is fully aware of its legal effect,
            and has entered into it freely based on his own judgment.

      i)    Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be deemed an original, but all of
            which together shall constitute one and the same instrument.

            IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.

                                 Employee

                                 By  /s/ JEFFREY T. SOUKUP
                                     --------------------------------------

                                 Jeffrey T. Soukup

                                 PlanetOut Partners, Inc.



                                 By  /s/ LOWELL R. SELVIN
                                     --------------------------------------

                                 Lowell R. Selvin

                                 Chief Executive Officer