May 31, 2005
May 31,
2005
Wm.
Xxxxxxxxxxx Xxxxx
Napster,
Inc.
0000
Xxxxxxx Xxx.
Los
Angeles, CA 90069
Dear
Xxxxx:
You and
Napster, Inc. (the “Company”) are parties to that certain employment agreement
effective as of August 15, 2003 (the “Agreement”). The Agreement provides for
the acceleration of outstanding options to purchase the Common Stock of the
Company held by you in the event of a Change of Control (as such term is defined
in the Agreement). Recently, the Compensation Committee of the Board of
Directors of the Company has approved the granting of restricted stock to the
employees of the Company. At the time of the Agreement, there were no restricted
stock grants outstanding under any of the Company’s equity incentive plans. The
Company and the Compensation Committee, on behalf of the Company’s Board of
Directors, agree that all equity compensation should be treated similarly under
the Agreement. Therefore, on behalf of the Company and its Board of Directors,
this letter will confirm that, for purposes of the acceleration provisions of
the Agreement, any restricted stock granted to you by the Company will be
treated the same as outstanding stock options. All other provisions of the
Agreement will remain in full force and effect.
Sincerely,
/S/
XXXXXXX X. XXXXXXX, XX.
Xxxxxxx
X. Xxxxxxx, Xx.
Secretary
Accepted:
/S/ WM. XXXXXXXXXXX XXXXX
Date:
May 31, 2005
