Exhibit 10.30
CONFIDENTIAL
OPTION CONTINUATION AGREEMENT
THIS OPTION CONTINUATION AGREEMENT (the "Agreement") is entered into by
and between At Home Corporation, a Delaware corporation ("@Home") and Xxxxxx
Xxxxxx, Xx. ("Employee") as of June 15, 1999 ( the "Effective Date").
NOW, THEREFORE, the parties agree as follows:
1. Obligations of @Home. @Home granted Employee a stock option to purchase
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400,000 shares of @Home Series A Common Stock (the "Original Option Shares")
with an exercise price of $18.4375 per share pursuant to a Stock Option
Agreement dated November 25, 1997 (the "Original Grant"). @Home granted Employee
a stock option to purchase 25,000 shares of @Home Series A Common Stock (the
"Additional Option Shares") with an exercise price of $33.9375 per share
pursuant to a Stock Option Agreement dated May 1, 1998 (the "Additional Grant").
In exchange for the promises set forth in this Agreement, the parties agree that
the Original Option Shares and the Additional Option Shares (collectively, the
"Option Shares") will continue to vest and become exercisable from July 1, 1999
(i.e. the day after Employee ceases employment at @Home) through January 1, 2000
(the "Extended Vesting Period") in accordance with the vesting schedule set
forth in the Original Grant and the Additional Grant, respectively (i.e. in both
cases 2.083% per month). Accordingly, the parties agree that during the Extended
Vesting Period, 50,001 Original Option Shares will vest and 4,165 Additional
Option Shares will vest. Following the Extended Vesting Period, no further
Option Shares shall vest; however, Employee may then exercise and purchase any
of his vested Option Shares that he has not previously exercised until March 31,
2000. Employee acknowledges that any incentive stock options that he may hold
will become nonqualified stock options if Employee exercises such stock options
more than three months after the date that Employee is no longer employed by the
Company. In all other respects, the Option Shares will continue to be subject to
the terms of the Original Grant or the Additional Grant. Employee will not be
entitled to any other shares of @Home's capital stock. @Home and Employee
acknowledge and agree that the share numbers set forth in this Agreement will be
adjusted to take into effect @Home's two-for-on stock split that will become
effective on or about June 16, 1999.
2. Obligations of Employee. In exchange for the benefits described in
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Section 1, Employee agrees to the following:
a. Employee agrees to promptly provide @Home with any available
information relating to work previously performed by Employee for @Home upon
reasonable notice and request from @Home until January 1, 2000.
b. Employee agrees that for a period of one (1) year beginning on July
1, 1999 and ending on June 30, 2000 that he will not recruit the services of any
@Home employee, nor encourage or otherwise entice any @Home employee to
terminate his or her employment.
3. Confidentiality. Both parties agree that they will not disclose the
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terms of this Agreement to any other party except as required by law. This
covenant of non-disclosure is a material inducement to each party for entering
into this Agreement.
4. Arbitration. Both parties agree that any dispute between them regarding
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any aspect of this Agreement or any of the terms or circumstances of Employee's
employment with @Home or the termination of that employment will be resolved
pursuant to confidential arbitration proceedings to be held in San Mateo County,
California, in accordance with the rules of the American Arbitration
Association. The parties agree that the decision of the arbitrator will be final
and binding upon the parties.
5. Miscellaneous. This Agreement will bind the parties and their
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respective legal representatives, successors and assigns. This Agreement will be
governed by the laws of California. This Agreement may not be modified without
the written consent of both parties. This Agreement contains the entire
agreement and understanding between the parties with respect to this matter and
supersedes all prior discussions, agreements, and understandings except as
expressly provided herein. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, the parties duly execute this Agreement as of the date first
written above.
AT HOME CORPORATION
By: /s/ XXXXXXX XXXXXX /s/ XXXXXX XXXXXX, XX.
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Xxxxxxx Xxxxxx Xxxxxx Xxxxxx, Xx.
Vice President, Human Resources
