July 24, 1996
Xxxxxxx Xxxx
280, Inc.
0000 Xxxxxx, Xxxxx Xxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Xxxxxxx :
Per our conversation on Friday, I have spoken with Xxxx and received
clarification on the discussions between the two of you. We will agree to a
finalized agreement that is structured in the following manner.
VICE CHAIRMAN OF THE BOARD OF DIRECTORS AND CHIEF TECHNICAL ADVISOR
Fulfillment of responsibilities including product and technical strategy,
assistance in strategic partner relationship development and participation in
Board of Directors meetings.
Most of your performance of these duties can be performed remotely from San
Francisco. It is our expectation that performance of these duties will also
include your physical presence at Scoop's facilities and meetings with partners.
Compensation:
- $5,000 per month cash consulting fee initiating August 1996.
- 60,000 share stock option grant with a $2.50 strike price.
The options will be subject to all the terms and conditions of the Scoop option
plan and will vest over a three and one-half year period (with 25% vesting in
January of 1997 and quarterly thereafter).
INCREASED PRODUCT DEVELOPMENT LEADERSHIP 1996
As we discussed, Scoop requires a deeper personal involvement during the
remainder of 1996 as we prepare to complete the version 1.0 release, launch the
Scoop service and until we recruit a head of engineering.
The specific needs for your involvement will evolve as we proceed but is
expected to include participation in engineering reviews twice a month, twice a
week CKS status calls and involvement in the engineering recruiting process.
In light of this substantial involvement, we have agreed to an incremental
increase in the compensation package as described below.
Compensation:
- $5,000 per month cash consulting fee for June and July 1996.
- 15,000 share stock option grant with a $2.50 strike price.
The options will be subject to all the terms and conditions of the Scoop option
plan and will vest over a three and one-half year period (with 25% vesting in
January of 1997 and quarterly thereafter).
COMPENSATION FOR PAST SERVICES
In recognition of past service contributions made while we were redefining the
business plan and developing a product and technical strategy, we have agreed to
the following compensation:
- 10,000 share grant previously awarded.
- 40,000 share stock option grant with a $2.50 strike price immediately
vested.
- A cash bonus totaling $20,000 will be paid in 1997; timing subject to Board
approval.
Such options are also subject to all of the terms and conditions of the Scoop
stock option plan.
Upon your receipt of your signed agreement, we will initiate the issuance of
cash payments currently due.
Please know that we appreciate your involvement and we are aware of the
importance of your experience and extraordinary efforts during this phase of
Scoop.
Regards,
/s/ XXXX X. XXXXXXXX
Xxxx Xxxxxxxx
Chief Operating and Financial Officer
Accepted and Agreed
as of July 24, 1996
/s/ XXXXXXX XXXX
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Xxxxxxx Xxxx
