Streamedia Communications
39 Broadway, Suite 2704
NY, NY 10006
Re: OFFER OF EMPLOYMENT
VP -- Strategic Development
Dear Gayle Essary:
It is our pleasure to extend an offer of full-time employment as Vice President
of Strategic Development for Streamedia Communications Inc. ("Streamedia"). In
this capacity you will report to Streamedia's Chief Executive Officer. You will
be stationed, and split working hours as appropriate, between our several New
York area corporate offices. Your start date as an employee will be September
19, 1998, and your appointment as Vice President of Strategic Development will
be effective on September 19, 1998.
A. Compensation
In consideration of your providing your best managerial, planning and financial
efforts, Streamedia will provide you:
1. A monthly baseline salary of $7000.00. Payroll will be distributed
semi-monthly in the week following the end of the pay period.
2. Company health, life, dental, holiday, vacation and other benefits and
benefit options on the same terms provided to all employees.
3. Option to participate in the 401K plan, executive option plans, and
other employee benefit plans in accordance with the terms and
conditions of those plans.
4. Streamedia Communications, Inc. incentive common stock options in
accordance with Streamedia's incentive stock option plan, pursuant to its
expected implementation during the 1Q of FY99, and an additional quantity of
incentive common stock options upon completion and implementation of all
administration and operational issues set forth hereunder (those which are
detailed in Section B-1), valued at the market value of Streamedia's common
stock on the date of the grant. The precise terms of the Streamedia incentive
stock option plans will be set by an Executive Compensation Committee authorized
by the Streamedia Board of Directors for such purpose. In no case shall the
aggregate value of the initial grant of incentive stock options on the date of
the grant represent less than $100,000.00 worth of Streamedia stock priced at
market value on the date of the grant.
5. Participation in an executive-level goals and objectives bonus program
following your first year of employment. The exact circumstances if
this bonus program will be mutually determined during the first fiscal
quarter of 1999.
6. An allowance for personal financial planning and accounting to be
mutually determined within 60 days following the completion of the
initial round of corporate financing. Retroactive reimbursements will,
upon approval, be authorized.
7. An automobile allowance to be mutually determined no later than 60 days
following the completion of the initial round of corporate financing.
Retroactive reimbursements will, upon approval, be authorized.
8. A non-accountable expense allotment of $250.00 per month.
B. Duties and Responsibilities
You will have responsibility for:
1. Participation in the establishment of strategic marketing plans to achieve
corporate objectives for products and services by performing activities
personally or through subordinate supervisors.
2. Directing, planning, and coordinating activities of one or more
departments, as assigned, and assisting the Chief Executive Officer in
formulating and administering organization policies.
3. Building partnerships and business relationships with other content and
technology providers in order to acquire multimedia content.
4. Assisting the CEO in the evaluation of Corporate Acquisition Strategies.
5. Identifying and researching acquisition and strategic partnership
candidates. Coordinating the implementation of any such initiatives as may
develop by assisting the Chief Executive Officer and Chief Financial
Officer during negotiation processes.
6. Research, analysis, and the monitoring of financial, technological, and
demographic factors to capitalize on market opportunities and minimize
effects of competitive activity.
7. Assisting in the planning and oversight of advertising and promotion
activities including print, online, electronic media, and direct mail.
8. Evaluating and recommending distribution channel development programs.
9. Develop and recommend product positioning and pricing strategy to produce
the highest possible long-term market share and profitability.
10. Establishing and maintaining relationships with influential industry
personalities and newsmakers, and key community and strategic partners.
11. Editing proposals, or writing proposals for original publication and
program concepts, and submitting proposals for review of publications,
programming, financial, and other departmental personnel.
12. Participating in selection of new employees; researchers, consultants,
producers, and on-air personalities to facilitate development of program
ideas.
13. Participating in the development of intermediate and long range planning
sessions with other members of Executive committees.
14. Performing other such work as Streamedia's CEO may direct.
B-1 Following are several specific projects which have been identified as
requiring somewhat immediate attention. Beginning these important projects
during your initial stages of employment may be helpful not only to get these
projects underway promptly, but to gain a familiarity with the processes and
procedures which are currently in place, and to serve as a efficient vehicle for
their evaluation.
1. The launch of BusinessBroadcast.com, and its subsequent development as
a revenue producing facet of Streamedia.
2. Establishment of Broadcast Facilities in New York City.
3. The development and launch of the eWireNews web site and direct
delivery systems, and the transition from an operating facet of
Streamedia to a revenue-producing facet of Streamedia.
4. Assisting in Executive and staff-development planning and talent searches.
5. Identifying, researching, and strategizing the development of a third
broad center of Streamedia revenue, such as, but not limited to, an
additional broadcast website, per corporate plans to develop a
horizontally-integrated suite of focused broadcast and information
portals.
6. Assist in the negotiation of agreements with representatives of other
organizations for exchange of mailing lists, information, and
cooperative programs.
C. AUTHORITY
The Vice President of Strategic Development shall have authority to:
1. Review and provide recommendations for operating budget for all
Streamedia operations.
2. Establish prices and review contracts for all branch services, both
those performed in-house and those
subcontracted.
3. Direct subordinates across the enterprise.
4. Represent Streamedia's President as directed, or in his incapacity.
D. EXPENSES
Your expenses associated with business travel, entertainment and other proper
business purposes will be reimbursed in accordance with company expense
reimbursement procedures and policies. A cellular, digital, or other such phone
service shall, at your request, be provided for your exclusive corporate use.
E. EXEMPT POSITION
Streamedia's regular office hours are 8:00 a.m. to 5:00 p.m. Monday through
Friday. You will be able to participate in a flextime program to meet the
demands of your position. As a salaried administrative, executive and
professional position, Streamedia considers this position a high-level executive
exempt position, and you are not authorized to work overtime hours and you will
not be entitled to overtime pay. If you have questions concerning this or any
other term of this offer, we urge you to contact an attorney and to immediately
notify Streamedia so that appropriate adjustments can be made.
F. NON DISCLOSURE/NON SOLICITATION
While you are employed by Streamedia or its affiliates and for a period of one
(1) year after your employment ends for any reason, you agree not to use for
your personal benefit, or disclose, communicate or divulge to, or use for the
direct or indirect benefit of, any person, firm, association or company other
than Streamedia or its affiliates, any information regarding the business
methods, business policies, procedures, techniques, research or development
projects or results, trade secrets, customers or clients or any other
confidential information relating to or dealing with the business operations of
Streamedia made known to you or learned or acquired by you while employed by
Streamedia.
You further agree that, while you are employed by Streamedia and for a period of
one (1) year after your employment ends for any reason: (1) you will neither
hire nor directly induce or attempt to influence any employee of Streamedia or
its affiliates to terminate such employment; and (2) within any geographical
area in which you have actively and substantially provided services for
Streamedia, you will not, directly or indirectly on behalf of yourself or any
third party, make any sales contact with, or solicit or accept business from any
customers of Streamedia or its affiliates who were customers of Streamedia or
its affiliates during the term of your employment, provided however, that this
restriction shall apply only to products or services which are competitive with
those of Streamedia of its affiliates.
G. TERM OF EMPLOYMENT
Following the first 90 days after the start of this agreement, this agreement is
cancelable by you following a 30-day written notice. Following the first 90 days
after the start of this agreement, this agreement is only cancelable by
Streamedia for due cause. Due cause shall consist of a failure to carry out
Board or Supervisor directives, or fiscal misfeasance.
We look forward to your joining us here at Streamedia and the contributions you
will make. We expect this to be a mutually rewarding relationship. If this offer
is acceptable, please sign and return the original to me.
Sincerely,
Streamedia Communications, Inc. ACCEPTED BY:
___________________________
Date Date
James Rupp, CEO