Transition and Reduced Role Agreement between Phil Vachon and Liberate Technologies (November 2000)

Contract Categories: Human Resources › Employment Agreements
Summary

This agreement outlines Phil Vachon's transition from his role as Senior Vice President, Worldwide Sales at Liberate Technologies to a reduced position as World Wide Major Accounts Specialist. Vachon will remain in his current role until December 30, 2000, take vacation, and then assume the new role with a lower salary and different responsibilities, reporting to the COO. He will continue to receive benefits and vest in equity but will not participate in the sales commission plan. The agreement also sets his voluntary termination date as September 20, 2002.

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EX-10.52 7 a2057738zex-10_52.htm EXHIBIT 10.52 Prepared by MERRILL CORPORATION
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EXHIBIT 10.52

November 15, 2000

Mitchell Kertzman
President & Chief Executive Officer
Liberate Technologies
2 Circle Star Way
San Carlos, CA 94070

    Subject: Notice Pursuant to Employment Agreement

Dear Mitchell:

    Per my employment agreement, dated June 30, 2000, I am notifying you as to my intent to assume a reduced role with Liberate, as well as the dates for my transition. I would like to propose the following terms for your review and approval:

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    I will remain in my current role as Senior Vice President Worldwide Sales (with the current level of responsibilities) until December 30, 2000.
    •
    I plan to take vacation time from December 31, 2000 until February 12, 2001 (240 hours, equal to 30 days). I will submit a vacation request form reflecting these dates for approval.
    •
    On February 27, 2001, Liberate will change my employment status to reflect a reduced role, as follows:
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    My title will be World Wide Major Accounts Specialist
    •
    My base salary will be $100,000 per year.
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    I will be reporting to the Chief Operating Officer.
    •
    I will continue participating in Liberate's benefits program.
    •
    I will continue vesting in Liberate's equity incentive program.
    •
    I will not continue participating in the Liberate Sales Commission Plan. Any additional incentive compensation will be determined between my manager and me.
    •
    I will not accept outside employment with, consult for, or serve as a director of any competitor of Liberate, and will obtain prior approval of my manager before accepting any outside employment, consulting, or board position, which approval will not be unreasonably withheld.
    •
    As of August 15, 2002, I plan to take my accrued vacation (200 hours, equal to 25 days) from August 15, 2002 to September 20, 2002. I will submit a vacation request form reflecting these dates for approval.
    •
    On September 20, 2002, I will voluntarily terminate my employment with Liberate. I will submit my letter of resignation to reflect September 20th as my last day with Liberate.
    •
    On or after September 20, 2002, I will receive a termination packet that will include all paperwork relevant to my termination with Liberate Technologies.

Very truly yours,

/s/ PHIL VACHON

Phil Vachon
Senior Vice President, Worldwide Sales

Acknowledged and agreed:

/s/ MITCHELL E. KERTZMAN
Mitchell E. Kertzman		    


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    EXHIBIT 10.52