Employment Agreement - Roxio Inc. and Thomas J. Shea
May 11, 2001
Thomas J. Shea
950 Eastwood Place
Los Altos, CA 94024
Dear Tom:
On behalf of Roxio, Inc. (the "Company" or "Roxio"), I am pleased to confirm
your position as Chief Operating Officer for the Company.
Your initial base salary will be $240,000.00 annually. You will be eligible to
participate in the annual bonus program with targeted payout of 50% of your base
salary dependent upon your performance and that of the Company. You will also
receive an automobile allowance of $650 per month, a Company-paid annual
physical examination, a health subsidy and financial planning assistance up to
$2500 (net) per year.
In addition, you have been granted options to purchase 280,688 shares of Roxio
stock in accordance with the Roxio 2000 Stock Option Plan. The strike price of
the Roxio stock options will be $8.50. Your option to purchase 125,000 shares
will vest 25% on September 21, 2001, and 6.25% quarterly thereafter, to be fully
vested at the end of four years. Vesting schedules for your options to purchase
155,688 shares will vary, with more information on these schedules forthcoming.
Your stock options will have Roxio's standard acceleration of vesting upon
change of control provisions and will vest as to 100% of the options in the
event that your employment is terminated without cause by the acquirer within 12
months following a change of control of Roxio. For the twelve-month period
following a change of control of Roxio, termination without cause will include
constructive termination in the event that you resign from the Company for "Good
Reason." "Good Reason" shall mean that you, without your consent, have (i)
incurred a material reduction in your title, status, authority or
responsibility; (ii) incurred a reduction in your base compensation; (iii) been
notified that your principal place of work will be relocated by a distance of
fifty (50) miles or more; or (iv) been required to work more than ten (10) days
per month outside of your principal offices for a six (6) month continuous
period. In the event of a change of control of the Company as defined in the
Roxio 2000 Stock Option Plan, providing you are still an employee of the
successor company six months following such change of control, you will receive
a cash bonus equal to the in-the-money value of 25% of your unvested stock
options as of the date of change of control.
<PAGE>
Thomas J. Shea
May 11, 2001
Page 2 of 3
Your business experience matches very well with Roxio's current business needs
and our anticipated direction. However, in the event that Roxio terminates your
employment without cause (definition of cause as below) up to 18 months after
distribution of Roxio's shares to Adaptec stockholders, you shall receive the
following severance: pay equal to 12 months at your current level of base
compensation and 12 months Company-paid COBRA benefit premiums. The 12 months of
base compensation will be paid in a one-time lump sum, less legally mandated
payroll deductions and withholdings. Additionally, if your employment is
terminated without cause up to 18 months after distribution, your option to
purchase 125,000 shares of Roxio stock will be fully vested and will be
exercisable for 90 days following the termination of employment.
Your employment with Roxio and this agreement may be terminated at any time "for
cause," which shall include any one or more of the following reasons:
1. Refusal or unwillingness to perform material duties in good faith,
neglect or failure to substantially perform the duties of the Chief
Operating Officer position, if not remedied to the satisfaction of
Roxio's CEO or his designee, after written notice of such need has
been given to you by Roxio's CEO or his designee;
2. Conviction of a felony or other crime involving moral turpitude,
dishonesty, willful misconduct, misappropriation of funds, habitual
insobriety or illegal drug use;
3. Substance abuse or any other action involving willful or deliberate
malfeasance or gross negligence in the performance of your duties and
responsibilities, or any conduct or act which brings public
disrespect, contempt or ridicule upon Roxio;
4. A deliberate or serious violation of any law, rule, regulation,
constitutional provision, or Roxio policy or procedure, or local,
state or federal law, which violation, may, in the sole judgment of
Roxio's CEO or his designee constitute justification for termination;
5. Prolonged absence from duties without the consent and approval of
Roxio's CEO or his designee, including but not limited to your
permanent disability which in the sole discretion of the CEO or his
designee, constitutes justification for termination;
6. Your death.
In the event that Roxio exercises its option to terminate your employment "for
cause," you shall be entitled only to the unpaid salary and unused vacation
benefits which been accrued on your behalf. You shall be entitled to no other
compensation, benefits or severance payments of any kind in the event your
employment is terminated "for cause." Should you be terminated "for cause,"
Roxio shall provide you with a written statement detailing such cause.
You should understand that this offer does not constitute a contract of
employment for any specified period of time but will create an "employment at
will" relationship.
Please sign this letter, indicating acceptance of this offer, and return to me.
<PAGE>
Thomas J. Shea
May 11, 2001
Page 3 of 3
Tom, we are pleased to have you as a member of the team and are confident you
will continue to make a major contribution to our success.
Sincerely,
/s/ Richard E. Loupee
Richard E. Loupee
Director, Human Resources- Roxio, Inc.
Accepted: /s/ Thomas J. Shea
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Thomas J. Shea