EXHIBIT 10.54
January 5, 1999
Xxxxxxx Xxxxxxxx
c/o Starwave Corporation
00000 XX Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000
Re: Amended Employment Agreement
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Dear Xxxxxxx:
I am writing you this letter as CEO of Infoseek Corporation. This letter
amends the terms of the employment letter agreement ("Letter Agreement") between
you and Starwave Corporation dated March 28, 1997, as follows:
1. As of January 5, 1999, the Letter Agreement shall be deemed amended to be
between you and Infoseek Corporation ("Employer") and you are recognized as
an employee of Infoseek Corporation from that date forward.
2. The following second paragraph is hereby added to Section 4 of the Letter
Agreement:
As of November 19, 1998, the Infoseek Board of Directors approved a grant
of non-qualified options pursuant to the 1996 Stock Option/Stock Issuance
Plan to acquire 92,782 Infoseek shares exercisable at $32.25. On January
5, 1999, you were given a grant of 158,718 Infoseek options exercisable at
$46.875 per share and on January 15, 1999, you were given a grant of
150,000 Infoseek options exercisable at $ 71.375 per share pursuant to the
1998 Employee and Acquisition Nonqualified Stock Option Plan and each such
grant is subject to the Infoseek Board of Directors approval. All such
shares shall vest according to the plan and the Stock Option Agreement
reflecting such grant at the rate of 25% shares vesting one year from the
date of the grant and monthly thereafter at a rate of 1/48 per month for
the next 36 months.
3. Section 5 of the Letter Agreement is deleted in its entirety and hereby
replaced with the following:
Title
-----
You are being employed hereunder in the position of Executive Vice-
President, Product Group (or similar title). In such a position, you will
report to Xxxxx Xxxxx, the CEO of Employer (or his successor). Your
position may be changed to the position of President of Infoseek
Corporation, reporting to Xxxxx Xxxxx, the CEO of Employer (or his
successor), without any increase in compensation, at any time at the
discretion of the Board of Directors.
Page 2
4. Section 10 of the Letter Agreement is hereby deleted in its entirety.
5. You agree to sign Infoseek's Employee Confidentiality and Intellectual
Property Agreement, which is attached. As your employment with Infoseek is
contingent upon signing this Agreement please read, sign and return this
form to me.
6. All other terms and conditions of the Letter Agreement as amended hereby
shall remain in full force and effect.
If the foregoing accurately reflects our mutual agreement, please sign
where indicated. The respective parties may sign this Amendment in
counterparts.
INFOSEEK CORPORATION
By: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
Title: Chief Executive Officer
EMPLOYEE
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx Xxxxxxxx
c/o Starwave Corporation
00000 XX Xxxxxxxx Xxx
Xxxxxxxx, Xxxxxxxxxx 00000
AGREED TO: STARWAVE CORPORATION
By: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx
Title: Chief Executive Officer
