MediaBay Executive Officer Bonus and Stock Option Grant Description (April 4, 2005)

Summary

MediaBay's Board of Directors granted cash bonuses to executive officers Jeffrey Dittus, John Levy, and Robert Toro, and awarded stock options to Joseph Rosetti, Jeffrey Dittus, and Robert Toro. The options allow the purchase of MediaBay common stock at $0.59 per share, with 40% immediately exercisable and the remainder vesting over three years. All options expire on April 4, 2015. This document outlines the amounts and terms of these compensation awards.

EX-10.2 3 v15935_ex10-2.txt EXHIBIT 10.2 DESCRIPTION OF BONUSES GRANTED TO EXECUTIVE OFFICERS On April 4, 2005, the Board of Directors of MediaBay granted bonuses to executive officers as follows: BONUSES Jeffrey Dittus $175,000 John Levy $ 35,000 Robert Toro $ 25,000 On April 4, 2005, the board of Directors granted options to executive officers as follows: OPTIONS Joseph Rosetti 300,000 shares of common stock Jeffrey Dittus 1,000,000 shares of common stock Robert Toro 250,000 shares of common All of the options granted to the executive officers set forth above (i) vest immediately, (ii) are exercisable at a price of $0.59 per share (the closing sale price of MediaBay's common stock on the date of grant), (iii) are immediately exercisable as to 40% of the shares covered thereby and will become exercisable as to an additional 20% of the shares covered thereby on each of the first, second and third year anniversaries of the date of grant, and (iv) expire on April 4, 2015.