Exhibit 10.16
Re: Offer of Employment
Dear Jill:
Sorrent, Inc. (the
“Company”) is pleased to offer you a position with
the Company as
Vice
President, Marketing commencing on
December 29, 2003. We are please to find someone with your
vision and commitment to work as an integral part of our team.
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You will be entitled to receive an annual salary of $160,000 (the “Base Salary”) to be paid in
accordance with the Company’s normal payroll procedures. You are entitled to receive a bonus,
at the Company’s sole discretion, of up to 20% of your yearly salary ($32,000) to be paid
quarterly. Complete details of your bonus plan will be specified no later than January 23,
2004. |
We will recommend that
the Company’s Board of Directors (the
“Board”) grant you an option to
purchase up to 150,000 shares of the common stock of
the Company at the then current fair market
value, as determined by the Board. Such stock options shall vest over four (4) years, whereby
37,500 stock options shall vest twelve (12) months after the option grant date (which will be no
earlier than the Start Date), with the remaining 112,500 stock options vesting monthly thereafter
at the rate of 1/36 over the course of 36 months. All stock options issued to you shall be
governed by the terms and conditions of
the Company’s 2001 Amended and Restated Stock Option Plan
and Stock Option Agreement, which agreement will be executed by you and
the Company upon Board
approval of the grant of the incentive stock options hereunder. In the event
the Company
consummates a Change in Control Transaction (as such term is defined in the Plan) and terminates
your employment for reasons other than Cause within three (3) months following the consummation of
such Change in Control Transaction, then fifty percent (50%) of the unvested shares subject to the
stock option will be accelerated.
In the event
the Company terminates your employment for reasons other than Cause (as such term
is defined in the Plan) within one year of your employment start date, you will be entitled to
receive three (3) months’ severance payments plus benefits, paid bi-weekly with Sorrent’s normal
payroll schedule, in exchange for your execution of a release of claims.
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As a Company employee, you will also be eligible to receive certain employee benefits, as
modified by the Company from time to time, including medical coverage, to the extent that your
position, tenure, salary, age, health and other qualifications make you eligible to
participate, subject to the rules and regulations applicable thereto. |
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Your employment with
the Company is for no specified period and constitutes an
“AT-WILL”
employment arrangement. As a result, you are free to resign at any time, with or without notice,
for any reason or for no reason. Similarly,
the Company is free to conclude its employment
relationship with you at any time, with or without notice and with or without cause.
For purposes of federal immigration law, you 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 the Start Date, or our
employment relationship with you may be terminated.
As a condition of your employment, you will be expected to sign and comply with the Employee
Proprietary Information and Inventions Agreement, a copy of which is attached hereto as
Exhibit
A. In addition, you agree that you will not engage in any other employment, occupation,
consulting or other business activity related to the business in which
the Company is now involved
or becomes involved during the term of your employment, nor will you engage in any activities that
conflict with your obligations to
the Company.
This letter, along with the Employee Proprietary Information and Information Agreement, sets
forth the terms and conditions 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 both by an officer of
the Company and you.
To accept
the Company’s offer of employment, please sign and date this letter in the space
provided below and return it to me no later than
December 24, 2003. Please print a duplicate
original for your records.
We believe Sorrent, Inc. is poised to achieve great success. We anticipate that you will be a
critical component of that success. We look forward to working with you.
C:
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C:
C:
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Sincerely, |
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SORRENT, INC. |
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/s/ Paul Zuzelo
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Paul Zuzelo, Exec. V.P. & CFO, |
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for Ray Schaaf, President of Publishing |
C:
ACCEPTED AND AGREED TO
this 23 day of December, 2003
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