Employment Agreement - Audible Inc. and Brian Fielding
[AUDIBLE INC. LETTERHEAD]
April 25, 1997
Mr. Brian Fielding
[Address]
Dear Brian:
This letter is intended to formalize a working relationship between Audible Inc.
and yourself. I hope you know we are all excited about an imminent association
with you here at Audible, so I will cut to the legalistic details:
You will become Director of Business & Legal Affairs, formally reporting to me.
You will be referred to as Managing Director, Business and Legal Affairs on all
your business cards, stationary and in all Company communications with non-
Company employee third parties. Attendant to your employment -- subject to
approval by the Board of Directors and the shareholders -- the Company hereby
offers you the right to purchase 75,000 shares of the Common Stock of the
Company at a purchase price of $.40 per share. Such shares shall be subject to
the terms of a stock restriction agreement in a form to be provided to you prior
to the commencement of your employment. The stock restriction agreement
applicable to your shares is identical to the agreement applicable to the
Company's vice presidents, other than the actual number of shares and
commencement date. In general, the agreement subjects the shares to a vesting
schedule such that in the event that your employment with the Company
terminates, the Company has the right to repurchase the unvested shares from you
at your cost. The shares vest 12 percent six months from the day you agree to
the terms of this offer letter, and thereafter in equal monthly installments of
2 percent (1,500 shares) per month. The agreement also provides the Company
with the right of first refusal on any shares you wish to transfer to a third
party. The purchase price of the shares is payable in cash, by promissory note,
or by a combination of both.
Provided that you remain employed with the Company until May 31, 2001, you will
receive a $39,488 bonus at that time. The Company will not provide you with any
gross up in taxes due to such one time bonus.
Your annual salary will begin at $110,000 per year. You will be entitled to
receive an annual bonus of $15,000 which will be payable in quarterly
installments and adjusted according to personal "objectives" we will identify
together. You will receive a $5,000 signing bonus payable within one month of
signing this agreement. The company plans to develop and implement a
compensation and employee policy in the future, and your compensation would fall
under this policy when developed. You began formal employment with Audible Inc.
on April 24, 1997.
<PAGE>
If your employment is terminated by the Company without "cause" then you shall
immediately receive one month of your base salary as severance.
A health plan will be part of the employment package. The company will cover the
premium for you and half of a family premium. A dental plan will also be
available on a self-pay basis. The company will also pay 25 percent of your
annual membership at a health club near our headquarters.
It at all possible and at my discretion, you will be entitled to two weeks of
vacation in August 1997. (The vacation will be allowed if it is not judged to
negatively impact the launch of the business.)
The attached non-disclosure agreement contains the same restrictions under which
the entire management team employed and will serve as a standard part of all our
subsequent hires.
Your signature below indicates acceptance of the terms.
Regards,
__________________________________
Andrew J. Huffman
President and Chief Executive Officer
Audible, Inc.
I acknowledge that this supercedes the prior letter signed on this date.
So Agreed:
---------------------------------
Brian Fielding
Date:
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WASH1 / 200707
24854-6