Employment Agreement - Encoding.com Inc. and David L. Weld Jr.
December 2, 1999
David L. Weld Jr.
615 Bellevue Ave. E., #301
Seattle, WA 98102
Dear David,
On behalf of Encoding.com (the "Company"), I am pleased to offer you the
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position of Senior Vice President of Product Development 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.
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a. You will become the Senior Vice President of Product Development of
the Company, working out of the Company's headquarters office in
Seattle, Washington. You will report to the Company's President.
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.
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2. Start Date. Subject to fulfillment of any conditions imposed by this
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letter agreement, you will commence this new position with the Company
on approximately December 15, 1999, determined by the date of close of
the Company's purchase of alive.com.
2. Proof of Right to Work. For purposes of federal immigration law, you
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will be required to provide to the Company documentary evidence of
your 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.
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a. Base Salary. You will be paid a monthly salary of $12,083.33,
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which is equivalent to $145,000 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). This compensation plan will
commence on January 1, 2000.
b. Bonus. You will also be eligible for a $40,000 end of the year
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bonus, $24,000.00 of which will be based on the overall revenue
achievements of the Company, and $16,000.00 will be based on
performance objectives established by you and the President.
b. Annual Review. Your base salary will be reviewed in March as
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part of the Company's normal salary review process.
5. Stock Options.
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Upon formal close of the Company's purchase of alive.com, the Company
will assume the stock option plan of alive.com and you will be
eligible to participate in any stock option or other incentive
programs available to officers or employees of the Company and your
official conversion ratio to the Company's stock option plan will be
determined. Your alive.com option grant of 169,141 shares on December
10, 1998 will have an approximate conversion ratio of .49, or
approximately 82,879 shares. Your price per share for your alive.com
grant was .25 cents, which will have an approximate conversions ratio
of .49, or approximately .51 cents. Within one month of your start
date you will receive the Stock Option Plan and subscription agreement
which will enroll you in the program. You will be eligible to
participate in any stock option or other incentive programs available
to officers or employees of the Company.
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6. Benefits.
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a. Insurance Benefits. The Company will provide you with standard
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medical and optional dental insurance benefits. You will be eligible
to purchase coverage for your dependents under The Company's medical
and dental insurance program and the Company will pay a to be
determined percentage of the medical and dental 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 form 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.
7. Confidential Information and Invention Assignment Agreement. Your
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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 Confidential Information and Invention
Assignment Agreement, a copy of which is enclosed for your review and
execution (the "Confidentiality Agreement"), prior to or on your Start
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Date.
8. Severance Agreement. If your employment is terminated by the
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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. Confidentiality of Terms. You agree to follow the Company's strict
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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.
10. At-Will Employment. Notwithstanding the Company's obligation
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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.
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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 Confidentiality Agreement. This letter,
together with the Confidentiality Agreement, set forth the terms of your
employment with the Company and supersede 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,
ENCODING.COM
/s/ Martin Tobias
Martin Tobias,
Minister of Order and Reason
ACCEPTED AND AGREED:
David Weld Jr.
/s/ David Weld Jr.
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Signature
December , 1999
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Date
Enclosure: Confidential Information and Invention Assignment Agreement