DIGITAL LAVA INC.
00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000
Xxx Xxxxxxx, XX 00000
June 3, 1999
Xxxxxx Xxxxxx
17507 Xxxx de Miel
P.O. Box 7147
Rancho Santa Fe, CA 92067
Dear Xxx:
On behalf of Digital Lava Inc. ("the Company"), I am pleased to extend to
you an offer of employment as Chief Executive Officer of the Company on the
terms set forth below. If you agree to these terms, please sign and date this
letter as indicated below, and return it to us by Friday, June 4, 1999. This
offer will expire at 5:00 p.m. P.S.T. on June 4, 1999.
I. Position and Duties. The Company offers to employ you as the Chief Executive
Officer of the Company. You will report directly to the Board of Directors of
the Company. You will devote all of your business time and best efforts to your
duties as an employee of the Company.
II. Compensation.
A. Base Salary. The Company shall pay you a base salary of $300,000 per
annum, payable at least monthly on the Company's regular pay cycle for
professional employees.
B. Term. Your employment will begin on July 1, 1999 (or earlier) and the
term will be 3 years. If you are terminated without cause prior to the end of
term, you will receive a severance payment equal to your annual base salary.
C. Equity. You will receive options to purchase 5% of the equity of the
Company on a fully diluted basis as of July 1, 1999 (or your start date). The
options will vest as follows: 40% on the first anniversary of your start date
and 20% on each of the second, third and fourth anniversaries of such date;
provided, however, that in the case of a sale, merger or other change of control
of the Company, your options will vest immediately prior to the occurrence of
such event. In addition, if the Company completes a financing transaction within
6 months of your start date, then the options will have weighted average
anti-dilution protection.
D. Apartment. The Company will provide you with a studio or 1 bedroom
apartment in the Los Angeles area with maximum annual rent in an amount to be
determined.
E. Bonus. You will be eligible to receive an annual bonus of up to $100,000
which will be based on criteria to be mutually determined by you and the Board.
You will also be eligible to receive future grants of options subject to Board
approval.
III. Employee Benefits. You will be entitled to the employee benefits, including
vacation, health and other insurance benefits made available by the Company to
any other employee of the Company. In addition, you will be covered by the
Company's Directors and Officers insurance policy.
Bob, on behalf of the entire company, we are very excited about having you
join Digital Lava. We look forward to working with you as soon possible.
Very truly yours,
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx, for the Board of Directors
Accepted and Agreed To:
/s/ Xxxxxx Xxxxxx 6/3/99
Xxxxxx Xxxxxx Date
