EXHIBIT 10.2
October 18, 2002
Xx. Xxxxx Xxxxxxxx
00 Xxxxxx Xxxx Xxxx
Xxxxxxx, XX 00000
Dear Xx. Xxxxxxxx:
This letter will confirm our agreement to amend the Employment Agreement
dated October 1, 2001 between you and MediaBay, Inc. (the "Company") to provide
that, during the term of the Employment Agreement, you shall serve as Chief
Executive Officer commencing January 1, 2003. Section 5(a) of the Employment
Agreement shall be amended by providing that the annual salary during the period
from January 1, 2004 through December 31, 2004 shall be $400,000. You shall also
receive a bonus of $25,000 on March 31, 2003 if you are employed by the Company
at such time. As additional consideration, the Company shall grant to you
options under its 2000 Stock Option Plan as follows: (1) options to purchase
100,000 shares of common stock at an exercise price equal to $1.25, which
options shall vest on October 18, 2003 and shall be exercisable until October
18, 2008, and (ii) options to purchase 100,000 shares of common stock at an
exercise price of $3.25 per share, which options shall vest on October 18, 2004
and shall be exercisable until October 18, 2009. All of the other terms of the
Employment Agreement shall remain unchanged.
Very truly yours,
MEDIABAY, INC.
By: /s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, Chairman
AGREED AND ACCEPTED
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, individually
