EXHIBIT 10.07
May 25, 2001
Mr. Xxxxx Xxxxx
Dear Xxxxx:
This letter confirms our discussion and agreement regarding your transition and
separation from employment with Excite@Home. We have agreed to a transition plan
as follows:
1. Separation. Your separation and last day of employment with the
Company will be July 14, 2001. Between now and June 15, 2001, you will work on
projects at my direction, and will develop and implement a transition plan for
your current responsibilities. You and I will meet regularly to review project
status and transition. You agree to perform these assignments with the highest
degree of professionalism. You will be on vacation from June 15, 2001 until July
14, at which point you will have a zero vacation balance.
2. Severance Benefits. Conditioned on your execution of a full release
and waiver of claims including a waiver of the Executive Severance and Retention
Agreement (the "Agreement"), you will be entitled to the following benefits:
. Salary through the Separation Date paid according to regular payroll
practices;
. Six months of paid base salary continuation from July 15, 2001 through
January 15, 2002, according to normal payroll practices.
. Medical, dental and vision coverage will be provided to you at company
expense under the standard terms of COBRA for a period of six months after
your separation date, and provided that you are not eligible for benefits
from a new employer, for up to an additional six months for a maximum of
twelve months coverage. After the period of company paid COBRA benefits,
you will have the option of continuing your COBRA coverage at your own
expense through the maximum COBRA coverage period of eighteen months from
your separation date. If you still require benefits coverage after the
eighteen month period and are still not eligible for benefits under a new
employer, then for a period of twelve months after you are no longer
eligible for COBRA if your cost to purchase equivalent insurance is above
the companies COBRA rates then the company will reimburse any additional
costs. The medical, dental and vision benefits you are eligible to receive
under COBRA are identical to the benefits provided to Excite@Home
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employees. For life and disability insurance, we will reimburse the cost of
an individual policy that provides equivalent coverage for the same length
of time as we pay for your medical, dental and vision coverage.
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. 2001 bonus, of $24,000, less standard deductions and withholdings, will be
paid to you on your separation date;
. Option Grant for 100,000 shares dated October 24, 2000 will continue to
vest for 4 years from the date of grant, and you will have 90 days to
exercise these options after they are 100% vested on October 24, 2004; all
others options will cease vesting as of Separation Date and may be
exercised as per the terms of the applicable Option Plan;
. Mortgage assistance continuation until the earlier of 6 months from the
Separation Date or the close of the sale of the Menlo Park property;
. Excite@Home home loan of $400,000 will be repaid with proceeds from the
sale of the Menlo Park property. If the sale price is not sufficient to
recover your original purchase price of $1,626,000 and documented expenses
for remodel/renovation and home selling expenses, you will not be required
to repay 100% of the Excite@Home home loan, just the shortfall between your
original purchase price (less documented expenses) and the sales price, so
long as all proceeds are applied to indebtedness on the property;
. Reimbursement of moving expenses not to exceed $35,000 with appropriate
receipts, provided that your move be completed within six months from July
14, 2001;
. You may keep your laptop computer (provided you transfer Company materials
to a secure drive for access by appropriate Company personnel), docking
station and speakers, and cell telephone (without service contract); and,
. Lump sum payment for outplacement assistance of $10,000, less standard
deductions and withholdings, will be paid to you on your separation date.
These benefits are subject to your performance of transition duties through the
Separation Date, and the execution of a full release and waiver agreement, a
one-year non-compete preventing your employment with Yahoo, and a one-year non-
solicitation of Excite@Home employees.
3. Confidentiality. The provisions of our agreement will be held in
strictest confidence by you and the Company and will not be disclosed except
that you may disclose this Agreement to your immediate family; both you and the
Company may disclose this Agreement in confidence to their respective attorneys,
accountants, auditors, tax preparers, and financial advisors; the Company may
disclose this Agreement as necessary to fulfill standard or legally required
corporate reporting or disclosure requirements; and the parties may disclose
this Agreement insofar as such disclosure may be necessary to enforce its terms
or as otherwise required by law. In particular, and without limitation, you
agree not to disclose the terms of this Agreement to any current or former
Company employee.
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If this Agreement is acceptable to you, please sign below and return the
original to me.
I wish you good luck in your future endeavors.
Sincerely,
By:_________________________________________
Xxxxx Xxxx
AGREED:
____________________________________________ Dated:_________________________
Xxxxx Xxxxx
