Employment Agreement - Loudeye Technologies Inc. and Todd Hinders
December 15, 2000
Todd Hinders
Dear Todd,
On behalf of Loudeye Technologies, Inc., a Delaware corporation (the
"Company"), I am pleased to offer you the position of Vice President of Sales of
the Company. Speaking for myself, as well as the other members of the Company's
management team, we are all very impressed with your credentials and we look
forward to your future success in this position.
The terms of your new position with the Company are as set forth below:
1. Position.
a. You will become the Vice President of North American Sales of
the Company, working out of the Company's office in Seattle,
Washingto. You will report to the Company's CEO.
b. You agree to the best of your ability and experience that you
will at all times loyally and conscientiously perform all of
the duties and obligations required of and from you pursuant
to the express and implicit terms hereof, and to the
reasonable satisfaction of the Company. During the term of
your employment, you further agree that you will devote all
of your business time and attention to the business of the
Company, the Company will be entitled to all of the benefits
and profits arising from or incident to all such work
services and advice, you will not render commercial or
professional services of any nature to any person or
organization, whether or not for compensation, without the
prior written consent of the Company's Board of Directors,
and you will not directly or indirectly engage or participate
in any business that is competitive in any manner with the
business of the Company. Nothing in this letter agreement
will prevent you from accepting speaking or presentation
engagements in exchange for honoraria or from serving on
boards of charitable organizations, or from owning no more
than one percent (1%) of the outstanding equity securities of
a corporation whose stock is listed on a national stock
exchange.
<PAGE>
Page 2
2. Start Date. Subject to fulfillment of any conditions imposed by
this letter agreement, you will commence this new position with
the Company on December 11, 2000.
3. Proof of Right to Work. For purposes of federal immigration law,
you will be required to provide to the Company documentary
evidence of you identity and eligibility for employment in the
United States. Such documentation must be provided to us within
three (3) business days of your date of hire, or our employment
relationship with you may be terminated.
4. Compensation.
a. Base Salary. You will be paid a monthly salary of
$10,833.33, which is equivalent to $130,000.00 on an
annualized basis. Your salary will be payable in two equal
payments per month pursuant to the Company's regular payroll
policy (or in the same manner as other employees of the
Company).
b. Annual Review. Your base salary will be reviewed in March as
part of the Company's normal salary review process.
c. Bonus. You will receive a commission bonus of approximately
$25,000.00 per quarter ($100,000.00 annually), the structure
of which to be determined by you and the Company's CEO.
5. Stock Options. You will be eligible to participate in any stock
option or other incentive programs available to officers or
employees of the Company. Your initial grant amount will be a
total of 200,000 Nonqualified Stock Options, with 100,000 shares
with a grant date of November 21, 2000, and the remaining 100,000
shares will be granted in January, 2001. Each of the options shall
have a ten-year term and shall be exercisable at the rate of 12.5%
of the shares quarterly on each three month anniversary of the
Vesting Commencement Date, (which shall be November 21, 2000), for
so long as you remain an employee of or consultant to the Company;
provided, however, if the Company experiences a change in control
vesting will accelerate with respect to 25% of the total number of
outstanding options upon consummation of the Change of Control. If
you are terminated within twelve months after a change in control
vesting will accelerate with respect to 100% of these options. If
the Change of Control occurs within the first two years of
employment, the percentage of the outstanding options that would
be vested upon consummation of the Change of Control shall not be
less than 50%.
<PAGE>
Page 3
5. Benefits.
a. Insurance Benefits. The Company will provide you with
standard medical and optional dental and vision insurance
benefits. You will be eligible to purchase coverage for your
dependents under the Company's medical, dental, and vision
insurance program. The Company will subsidize 100% of these
premiums. In addition, the Company currently indemnifies all
officers and directors to the maximum extent permitted by
law, and you will be requested to enter into the Company's
standard for of Indemnification Agreement giving you such
protection. Pursuant to the Indemnification Agreement, the
Company will agree to advance any expenses for which
indemnification is available to the extent allowed by
applicable law.
6. Proprietary Information and Inventions Agreement. Your acceptance
of this offer and commencement of employment with the Company is
contingent upon the execution, and delivery to an officer of the
Company, of the Company's Proprietary Information and Inventions
Agreement, a copy of which is enclosed for your review and
execution (the "Confidentiality Agreement"), prior to or on your
Start Date.
7. Confidentiality of Terms. You agree to follow the Company's
strict policy that employees must not disclose, either directly or
indirectly, any information, including any of the terms of this
agreement, regarding salary, bonuses, or stock purchase or option
allocations to any person, including other employees of the
Company; provided, however, that you may discuss such terms with
members of your immediate family and any legal, tax or accounting
specialists who provide you with individual legal, tax or
accounting advice.
8. Severance Agreement. If your employment is terminated by the
Company or its successor for any reason other than cause, as
determined by the Company's Board of Directors, you will be
entitled to receive continuation of your base salary and insurance
benefits for six months following the date of termination of your
employment.
9. At-Will Employment. Notwithstanding the Company's obligation
described in Section 8 above, your employment with the Company
will be on an "at will" basis, meaning that either you or the
Company may terminate your employment at any time for any reason
or no reason, without further obligation or liability.
<PAGE>
Page 4
We are all delighted to be able to extend you this offer and look forward
to working with you. To indicate your acceptance of the Company's offer, please
sign and date this letter in the space provided below and return it to me, along
with a signed and dated copy of the Proprietary Information and Inventions
Agreement. This letter, together with the Proprietary Information and Inventions
Agreement, sets forth the terms of your employment with the Company and
supersedes any prior representations or agreements, whether written or oral.
This letter may not be modified or amended except by a written agreement, signed
by the Company and by you.
Very truly yours,
LOUDEYE TECHNOLOGIES
/s/ Tiffany Baird
Tiffany Baird
Minister of the People
ACCEPTED AND AGREED:
Todd Hinders
/s/ Todd Hinders
-----------------------------------
Signature
12/15/00
-----------------------------------
Date
Enclosure: Proprietary Information and Inventions Agreement