MediaBay, Inc. Director Resignation and Option Acceleration Agreement

Summary

This agreement is between MediaBay, Inc. and a member of its Board of Directors. The director agrees to resign from the board immediately upon request by the Chairman or any future Chairman. In return, if the director is asked to resign, all of their unvested stock options will become fully vested at the time of resignation. The agreement is effective upon signing by both parties.

EX-10.11 16 v014740_ex10-11.txt EXHIBIT 10.11 March ___, 2005 MediaBay, Inc. 2 Ridgedale Avenue, Suite 300 Cedar Knolls, NJ 07927 Attention: Joseph Rosetti, Chairman Re: Resignation upon Request Dear Joseph: This letter confirms my agreement to resign my position as a member of the Board of Directors of MediaBay, Inc., a Florida corporation (the "Company"), immediately upon your request, or the request of any successor Chairman of the Board. In consideration of this agreement, and as a condition to my resignation upon such request, the Company shall take such actions and execute such documents necessary to cause all of my unvested options outstanding on the date of such resignation to become immediately vested. Very Truly Yours ---------------------------------------- Agreed to and Acknowledged: MediaBay, Inc. By:_________________________ Name:_______________________ Title:________________________