Employment Agreement - iBEAM Broadcasting Corp. and Chris L. Dier
iBEAM Broadcasting Corporation
2903 Bunker Hill Lane, Suite 201
Santa Clara, CA 95054
November 18, 1998
Chris L. Dier
2793 Gardendale Drive
San Jose, CA 95125
Dear Chris,
iBEAM Broadcasting Corporation (the "Company") is pleased to offer and confirm
your employment on the following terms and conditions:
Position. You will serve in a full-time capacity as Chief Financial Officer. You
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will initially report directly to Michael Bowles, CEO / President.
Compensation. You will be paid an annual salary of $180,000.00 payable in
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accordance with the Company's standard payroll practices for salaried employees.
You will also have the opportunity to earn up to an additional $20,000.00 bonus
annually based upon the successful attainment of mutually agreed upon
performance goals. Payable at target at the rate of $1,666.00 for calendar Q4
1998, then at the rate of $5,000.00 per every calendar quarter thereafter.
Salary will be subject to adjustment pursuant to the Company's employee
compensation policies in effect from time to time.
Stock Options. Subject to Board approval at the next scheduled meeting, you will
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receive an option to purchase 130,000 shares to be adjusted to equal 1.5% of the
fully diluted common shares, assuming preferred shares are converted to common
and including granted employee options and the ungranted pool for employee
options, after the next financing of not less than $6 million. Not more than $8
million will be included for purposes by calculating such adjustment of the
Company's Common Stock at an exercise price at the fair market value of the
Company's Common Stock at the time such options are approved by the Board. Such
option shall vest over four years with a fourth of the options vesting at the
end of the first 5 years and then monthly thereafter. Your option grants will
include a provision providing for accelerated vesting of 50% of your remaining
unvested option balance upon a change of control where you are not designated as
the Chief Financial Officer reporting to the Chief Executive Officer of the
combined company. In addition to ongoing salary payments, you will receive a
termination payment equal to six (6) months full compensation payable to you the
earlier of six (6) months after change of control or termination of your
employment by the acquiring company.
Health Benefits. The Company provides a competitive health plan to all its
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employees and their dependents with prior existing conditions covered as per the
requirements of California Law.
Proprietary Information and Inventions Agreement. As with all Company employees,
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you will be required, as a condition to your employment with the Company, to
sign the Company's standard Proprietary Information and Inventions Agreement,
attached as Exhibit A.
Period of Employment. Your employment with the Company will be "at will,"
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meaning that either you or the Company wilt be entitled to terminate your
employment at any time for any reason, with or
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without cause. Any contrary, representations which may have been made to you are
superseded by this offer.
Outside Activities. During the period that you render services to the Company,
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you will not engage in any employment, business or activity that is in any way
competitive with the business or proposed business of the Company, or any other
gainful employment, business or activity except that you may remain a member of
the Board of Director of Pavilion Technologies, Inc., through June 31, 1999
without the written consent of the Company. You also will not assist any other
person or organization in competing with the Company or in preparing to engage
in competition with the business or proposed business of the Company.
Vacation. In addition to the company's standard vacation policy, it is agreed
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that you may take five (5) days of unpaid vacation days previously scheduled by
you prior to December 31, 1998. Those days are December 3rd, 4th, 7th, 28th and
29th. The 28th and 29th shall be changed if necessary to conclude financing for
the company.
Entire Agreement. This letter and all of the exhibits attached hereto contain
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all of the terms of your employment with the Company and supersede any other
understandings or agreements, oral or written, between you and the Company.
We're very excited about the possibility of having you work at iBEAM. If you
accept the offer, please sign it and Exhibit A and return both documents to me
within 3 days from the receipt of this offer.
AGREED AND ACCEPTED Very Truly yours,
11/18/98
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Date /s/ Michael Bowles
11/19/98 iBEAM Broadcasting Corporation
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Start Date Michael Bowles
President & CEO
/s/ Chris L. Dier
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Chris L. Dier