December 2, 1999
Robert D. Egan
1126 Lund Ranch Road
Pleasanton, CA 94566
RE: Offer of Employment
Dear Robert:
On behalf of Instant Video Technologies Inc., it is my pleasure to make you an
offer of employment as our Vice President of Sales. In this capacity you will be
reporting to the Chief Operating Officer or his designated representative and
will be responsible for the following duties:
o Lead, by example, the Sales Team to attain identified sales
objectives and revenue targets;
o Recruit, develop, and maintain a qualified and efficient sales team;
o Assign sales territories and revenue goals to sales executives, and
insure achievement of revenue goals;
o Provide weekly sales reports on sales activity, revenue capture, and
sales projections to upper management;
o Provide valuable field input on product improvement, marketing needs,
and other related items to Engineering, Marketing, and Business
Development groups; and
o Other duties, which may arise during your employment relating to the
generation of sales and the overall success of IVT.
As an exempt employee, your compensation and benefits are as follows:
Salary $140,000 per year.
Commission The commission structure for calendar years 1999 and
2000 will be as detailed below. Any changes to this
structure for the years beyond 2000 will be mutually
determined before the end of the year 2000:
For yearly revenue under $10 million,1/2% of revenue;
<PAGE>
Robert D. Egan Page 2
December 2, 1999
For yearly revenue between $10 million and under $15
million, an additional 1% of revenue over $10
million; and
For yearly revenue above $15 million, an additional 1
1/2 % of revenue over $15 million. Commissions will
be based on product shipped.
Stock Options Subject to Board approval, you will be granted, as
soon as practicable after you start as an employee of
the Company, 50,000 common stock options. The options
will vest over a period of four (4) years as follows:
6,250 options will vest at the end of the 6-month
probationary period and an additional 6,250 options
will vest at the end of the 12th month after the date
of grant; following the 12-month anniversary date;
the remaining 37,500 options will vest monthly for 36
months in equal amounts of 1/36th of 37,500. The
options will have a term of five (5) years from the
date of grant. The options will also be subject to
the terms and conditions of the 1998 Option Plan and
an option agreement to be signed at the time the
option is granted.
Vacation 15 days of personal time.
Benefits Eligible for the standard package as offered to
employees of Instant Video Technologies.
Options Eligible for all Incentive Stock Option programs as
periodically approved by the Board.
All legitimate and normal business expenses will be reimbursed by the Company
and must conform to Company policies and procedures.
You will be eligible for a performance and salary review every twelve (12)
months.
As you know, we are anxious to fill this position as soon as possible. This
offer is valid until December 31, 1999 and is contingent upon the following: (1)
your review and signature of this letter; (2) receipt of satisfactory proof of
identification; (3) work authorization as required by the Immigration Reform and
Control Act; and (4) satisfactory reference and background check. IVT reserves
the right to perform background verification of all information, references, and
previous employment at Company expense.
Your employment with Instant Video Technologies is "at will" and can be
terminated with or without cause, and with or without notice, at any time, at
the option of either yourself or Instant Video Technologies. If IVT terminates
your employment without cause after the first 6-month period from the start
date, you will be paid a severance amounting to three (3) months base salary as
total liquidated damages, provided that you release IVT from any other
liabilities. In the alternative, if you terminate your employment, you will give
IVT forty-five (45) days notice.
<PAGE>
Robert D. Egan Page 3
December 2, 1999
Accordingly, the terms of this offer letter do not and are not intended to
create an expressed or implied contract of employment with Instant Video
Technologies. No manager or representative of Instant Video Technologies, other
than an Officer of the Company, has authority to enter into any agreement for
employment for any specified period of time or to make any agreement or contract
to the foregoing. Any promises to the contrary may only be relied upon, by you,
if they are in writing and signed by an Officer of Instant Video Technologies.
Robert, let me close by reaffirming our belief that the skill and background you
bring to Instant Video Technologies will be instrumental to the future success
of the Company. The single most important factor in the success of Instant Video
Technologies will be our people. We look forward to your joining us. Please
confirm your acceptance of this offer by signing on the space provided below and
returning a copy to me.
Sincerely,
Thomas Koshy
Chief Operating Officer
ACCEPTED:
______________________________________ Date:________________________
Robert D. Egan
