Streamedia Communications, Inc.
Nine East 45th Street New York, NY 10017
212-883-0299
212-362-5784 FAX
Walter C. Hollenberg
32 Parkview Drive
Millburn NJ 07041
Re: OFFER OF EMPLOYMENT
Vice President - Applied Technology
Dear Mr. Hollenberg:
It is our pleasure to extend an offer of full-time employment as Vice President
- - Applied Technology, of Streamedia Communications, Inc. ("Streamedia"). In this
capacity you will report to James Rupp, Streamedia's President and Chief
Executive Officer. You will be stationed in our New York City corporate office.
Your start date as an employee will be June 21, 1999, your appointment as Vice
President - Applied Technology will also occur on that date.
A. Compensation
In consideration of your providing your best managerial, accounting and
financial efforts, Streamedia will provide you:
1. A bi-weekly salary (based upon 26 pay periods per year) of Three
Thousand Four Hundred and Sixty One Dollars ($3,461.00). Payroll will
be distributed bi-weekly on the Friday 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 401K plan in accordance with the terms and
conditions of the plan. 4. One Hundred and Fifty Thousand Streamedia
Communications Inc. incentive common stock options in accordance with
Streamedia's 1999 Incentive Stock Option Plan granted on the date on
which you begin your employment valued at the market. According to this
plan these options will vest 25% upon your employment (July 5, 1999),
and the remainder according to the following schedule:
25% - March 6, 2000 25% - November 6, 2000 25% - July 6, 2001
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 90 days
of employment.
6. An allowance for personal financial planning and accounting not to
exceed $3,000 following the completion of the initial public offering.
Retroactive reimbursements will, upon approval, be authorized.
7. A non-accountable expense allotment of $250.00 per month.
B. Duties and Responsibilities
As Vice President - Applied Technology of Streamedia Communications, Inc., you
will
Establish current and long range objectives, plans, and policies, in
coordination with other Executives, subject to approval by Board of
Directors.
Identifies and recommends strategic alliances and ventures, where
possible, which may give the organization a competitive edge either in the
near or long term.
Create a technical vision for the company and plans for implementation of
new technical projects or product lines.
Analyzes resources and makes recommendations concerning outsourcing and
internal hires, and reviews new technologies for possible integration into
the organization's operations and products.
Supervises research and development for the organization, including
development and participation in strategic alliances with other
organizations.
Dispense advice, guidance, direction, and authorization to carry out major
plans and procedures, consistent with established policies and Board
approval.
Work with product development, sales, technical staff, and marketing to
discern competitiveness of new technologies.
Review operating results of the organization, compares them to established
objectives, and takes steps to ensure that appropriate measures are taken
to correct unsatisfactory results.
Create technical budgets, allocates resources, and determines schedule of
product releases or project deadlines.
Plan and direct all investigations and negotiations pertaining to
technical aspects of mergers, joint ventures, acquisition of businesses, or
sales of major assets, in coordination with other Executives and approval
by the Board of Directors.
Establish and maintain an effective system of communications throughout
the organization.
Analyze new technologies and runs competitive analyses.
Represent organization to customers, shareholders, media, analysts, and
the public.
On or before November 1, 1999 submit a plan for the upcoming fiscal year
describing you specific goals and objectives for that period.
D. AUTHORITY
Subject to the supervision of Streamedia's President and to the general
managerial oversight of company's senior executive management, you will have
authority to:
1. Hire and fire corporate technical personnel within budgeted levels and
in compliance with corporate human resources policies and procedures.
2. Review and provide recommendations for operating budget for all Streamedia
operations.
3. Establish prices and review contracts for all technical services, both those
performed in-house and those subcontracted. 4. To sign contracts with clients
for services to be performed by the operations and with vendors for products or
services to the
utilized by the company or to otherwise commit company resources up to
levels specified by company policy.
5. To sign off on all financial data required to be reported to regulatory
agencies and client organization requiring authorization of the company's
Vice President - Applied Technology.
SUPERVISORY RESPONSIBILITIES: Manages subordinate supervisors who will
themselves supervise other employees in the Broadcast, Technologies, Networks,
and Publishing Divisions. Is responsible for the overall direction,
coordination, and evaluation of these units. May also directly supervise
non-supervisory employees. Carries out supervisory responsibilities in
accordance with the organization's policies and applicable laws.
Responsibilities include interviewing, hiring, and training employees; planning,
assigning, and directing work; appraising performance; rewarding and
disciplining employees; addressing complaints and resolving problems.
E. 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.
F. EXEMPT POSITION
Streamedia's regular office hours are 8:00 a.m. to 5:00 p.m. Monday through
Friday. 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.
G. 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.
H. TERM OF EMPLOYMENT - EMPLOYMENT AT WILL
The term of this agreement is indefinite and at will. Streamedia maintains a
strict employment at will policy, and this offer of employment does not create a
contract of employment as to terms other than compensation for services actually
provided. Your employment may be terminated at any time in the sole business
discretion of Streamedia.
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 two executed originals to me.
Sincerely,
Streamedia Communications, Inc. ACCEPTED BY:
___________________________
James D. Rupp Date Walter C. Hollenberg Date
President