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EXHIBIT 10.1
[METASTREAM LETTERHEAD]
September 6, 2000
Mr. Anders Vinberg
160 Bayview Road
Plandome Manor, N.Y. 11030
Dear Anders,
We are pleased to offer to you the full time, regular position of Executive Vice
President, Technology with Metastream Corporation and MetaCreations Corporation
(the "Companies") commencing on or about September 1, 2000. You will work in our
New York City headquarters. Our team is excited that you will be joining us. You
will report to and work under the direction of Robert E. Rice, Chief Executive
Officer.
You will be an exempt, salaried employee and your starting base compensation
shall be $200,000 per year, earned and payable according to the Companies'
standard payroll practices. This compensation may be reviewed annually and you
will be eligible for any benefit programs, which are generally available to all
employees.
Additionally, you will be granted a stock option entitling you to purchase
900,000 shares of Metastream common stock at the exercise price of $5.00 per
share. This option will vest 20% on your hire date, 20% on the first anniversary
of your hire date and, thereafter, the balance shall vest at the rate of 1/36th
per month. However, in light of your prior service as a member of the Board of
Directors of Metastream, vesting of this option will occur as if your hire date
had been October 5, 1999 if you remain employed by Metastream until at least
February 28, 2001. The option to purchase Metastream common stock will be
subject to the Metastream 1999 Stock Plan.
You will also be granted an option to purchase 150,000 shares of MetaCreations
common stock at the exercise price of the MetaCreations' common stock on the
grant date. The option to purchase MetaCreations common stock will vest 25% on
the first anniversary of your hire date and thereafter, the balance shall vest
at the
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rate of 1/36th per month. The option to purchase MetaCreations common stock will
be subject to the MetaCreations Corporation 1996 Nonstatutory Stock Option Plan.
In the event of a change of control of either of the Companies during your
employment, 100% of your options to purchase Metastream common stock and
MetaCreations common stock will vest. If you are involuntarily terminated as a
result of a change of control of the Companies and for reasons other than Cause
(as defined below), you will receive base salary continuation, including medical
benefits for six (6) months following your termination. Subject to the following
sentence, a change of control means the acquisition by any person or entity of
the beneficial ownership, directly or indirectly, of securities of either
Metastream or MetaCreations representing 50% or more of the total voting power
represented by the Company's then outstanding voting securities, the acquisition
by any person or entity of substantially all of the Company's assets, or a
merger or consolidation of either of the Companies with any other corporation
where either of the Companies is not the surviving corporation. A merger of
Metastream with MetaCreations or a sale by either Company of all or
substantially all of its assets to the other Company shall not be considered a
change of control and shall have no effect on the vesting of your options to
purchase Metastream common stock or MetaCreations common stock.
The Companies will provide you with a loan of up to $200,000.00 disbursed at
your request during the first year of your employment and for use in your sole
discretion. The loan will bear interest at the Applicable Federal Rate under
Section 1274(d) of the Internal Revenue Code on the date the loan is made. The
loan shall be secured solely by the net, after-tax proceeds from the sale of the
shares subject to options to purchase Metastream common stock and MetaCreations
common stock. The entire principal and interest shall be due on September 6,
2004.
In the event you are involuntarily terminated without Cause or you terminate
your employment for Good Reason within the first thirty-six (36) months of your
employment, you will receive base salary continuation, including medical
benefits, for six (6) months. "Cause" shall mean (a) a willful failure by you to
comply with any specific, lawful direction of the Companies which is related to
your duties and responsibilities, (b) performance of any act or failure to
perform any act in bad faith and to the detriment of the Companies, or (c) a
commission of a crime involving dishonesty, breach of trust, or physical or
emotional harm to any person. "Good Reason" shall mean, without your consent,
(i) a significant reduction of your duties, authority or responsibilities
relative to your duties, authority or responsibilities immediately prior to such
reduction, (ii) a reduction of your base compensation other than a reduction
which is a part of and generally consistent with, a general reduction of officer
salaries, or (c) a change from the New York City area in the location of the
office to which you report.
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Nothing in the grant of options or otherwise in this offer of employment should
be construed as a guarantee of continued employment for any set period of time.
As with all Metastream and MetaCreations employees, either party may end the
employment relationship at any time, with or without cause. Employment is
strictly at the will of each of the parties. This offer, and the Confidentiality
Agreement, represent the entire agreement between you and the Companies
regarding your employment and supersede any previous oral or written agreements.
This offer is expressly contingent upon your supplying proof of your ability to
work in the United States in compliance with the Immigration Reform and Control
Act of 1986, within three days of your commencement date.
In acceptance of this position, please sign and return, prior to your proposed
start date, a copy of this letter, together with a signed copy of the enclosed
Metastream Corporation standard Employee Invention, Copyright and Secrecy
Agreement. You should send these documents to Jeanine Borko, 498 Seventh Ave.
18th Floor, New York, NY 10018.
We are delighted that you will be joining Metastream and MetaCreations. I know I
speak for the rest of the team in saying that we are looking forward to working
with you as you bring your unique and significant skills to the Companies. If
you have any questions, please feel free to call me.
Sincerely,
METASTREAM CORPORATION METACREATIONS CORPORATION
By /s/ ROBERT E. RICE By /s/ ROBERT E. RICE
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Robert E. Rice Robert E. Rice
Chief Executive Officer MetaCreations Corporation
AGREED AND ACCEPTED
/s/ ANDERS VINBERG
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Anders Vinberg
