September 24, 1998
B. Robert Feingold
35 Peakham Road
Sudbury, MA 01776
Dear Bob:
I am pleased to offer you the position of President and Chief Operating Officer
for Media 100 Inc., reporting directly to me, and a seat on the Media 100 Board
of Directors. The compensation and benefits package applicable to this position
includes:
Compensation
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An annual base salary of $200,000, paid in weekly installments of $3,846.16.
- - A sign-on bonus of $50,000 to be included in your first pay check. If
you choose to leave the Company voluntarily within one year of your date
of hire, you will be required to reimburse the Company.
- - Participation in the Company's FY1999 Executive Bonus Plan, with a
target bonus equal to 50% of your annual base salary. The bonus will be
paid based on the achievement of net sales and net income goals defined
in the FY1999 Operating Plan, which you will help to create for approval
by the Board of Directors.
- - Stock options to purchase 150,000 shares of Media 100 common stock under
the Company's Key Employee Incentive Plan (1992). The exercise price of
these options will be the fair market value (as determined in accordance
with the terms of the plan) on the date these options are formally
granted to you by the Compensation Committee. These options will vest
over a four (4) year period at the rate of 25% on the first anniversary
of the grant date, and 6.25% quarterly thereafter. These options will
have a final exercise date that is ten (10) years from the grant date. A
copy of the plan document which will govern these stock options is
available for your review upon request.
All of these options will vest in full immediately upon the occurrence
of a "change in control," defined as follows: (1) any consolidation or
merger which results in the holders of the Company's common stock
outstanding immediately prior thereto continuing to hold less than 50%
of the combined voting power of the voting securities of the surviving
or acquiring entity outstanding immediately after such consolidation or
merger; (2) any sale, lease, exchange or transfer (in one or a series of
related transactions) of all or substantially all of the assets or
business of the Company; (3) approval by the stockholders of any
proposal for the liquidation or dissolution of the Company; (4) any
individual, entity or group (within the meaning of Sections 13(d)(3) and
14(d)(2) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than the Company or a subsidiary thereof or any
employee benefit plan sponsored by the Company or a subsidiary thereof
or a corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of
stock in the Company, shall become the beneficial owner (within the
meaning of Rule 13d-3 under the Exchange Act) of more than 50% of the
combined voting power of the Company's then outstanding securities
ordinarily (and apart from rights accruing in special circumstances)
having the right to vote in the election of directors; or (5) at any time
during any period of two consecutive years, individuals who at the
beginning of such period constituted the Board of Directors of the
Company shall cease for any reason to constitute at least a majority
thereof, unless the election or the nomination for election by the
Company's stockholders of each new director during such two-year period
was approved by a vote of at least a majority of the directors then
still in office who either were directors at the beginning of the period
or whose election or nomination was previously so approved.
- - If your employment with the Company is terminated by the Company without
cause, the Company shall pay you, in one lump sum within 30 days of the
effective termination date, one times your then current yearly salary.
In addition, if you terminate your employment following a significant
reduction in compensation (other than a reduction applicable to
executive officers generally), or following a major reduction in
authority, the Company will also make such payment. This payment is
conditional on release of all claims against the Company. Following the
termination of your employment without cause, you will not engage in,
join, or advise any business which competes or, at the time of such
engagement plans to compete with the Company for a period of one year.
The above will be memorialized in a formal agreement upon your
employment.
Benefits
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- - Participation in such Media 100 executive officer and employee benefit
plans as shall be in effect from time to time, including health, dental,
life insurance, accidental death and dismemberment, short and long term
disability, 401(k) and stock purchase plan. The provisions of each
formal benefit plan, policy or contract govern in determining
entitlement to benefits, benefit levels and all other matters.
Due to the Immigration Control and Reform Act of 1986, you will be required
to verify your identity and employment eligibility by completing the I-9
Employment Eligibility Form and supplying Media 100 with the required
documents on your first day of employment. Your acceptance of this offer of
employment is contingent upon compliance with the foregoing Act.
You will be required to sign Media 100's standard "Employee Agreement"
addressing work-for-hire, non-disclosure of confidential information,
non-competition, non- solicitation of employees and related issues. A copy of
this agreement is available for your review upon request.
Bob, I am excited about the potential of having an individual with your
background and experience join the Media 100 team. I would like your official
start date to be on or before October 12, 1998.
If this letter accurately sets forth the terms of the offer that we have
negotiated with you, kindly indicate your acceptance in the space provided
and send one signed copy back to me by Thursday, October 1, 1998.
Welcome aboard.
Sincerely,
John A. Molinari
Chief Executive Officer
I accept the position of President and Chief Operating Officer of Media 100 Inc.
commencing on or before October 1, 1998 in accordance with the terms hereof:
B. Robert Feingold Date