Fill and Sign the Employment Agreement Regina Wiedemann Form

EMPLOYMENT AGREEMENT - REGINA WIEDEMANN 1 EXHIBIT 10.18 [TELOCITY LETTERHEAD] September 13, 1999 TRANSMITTED VIA FACSIMILE Regina Wiedemann 1017 Twin Brooks Dr. San Jose, CA 95126 Fax (408) 995- 6558 Dear Regina, We are pleased to offer you the regular full time position as Senior Vice President of Business Development with Telocity. You will report directly to me. Your anticipated start date would be October 1, 1999. If you accept the offer, you will receive a monthly salary of $11,666.67, which will be paid in two installments, on the fifteenth and last day of each month, in accordance with the Company's normal payroll procedures. If you accept this offer, upon approval by the Company's Board of Directors you will be granted options to purchase 120,000 shares of the Company's common stock with a per share purchase price equal to the fair market value at the time of the grant. The options will vest over a four-year period calculated based on your original start date with the Company. On the six-month anniversary of your actual start date, your vesting "cliff" will occur, meaning the first 1/8 of your options will vest. Thereafter, 1/42nd of your remaining options will vest on the first day of each month that you work continuously as a regular employee of the Company until your options have fully vested. Telocity offers full medical and dental coverage benefits for its employees, for which you will become eligible on your first day of employment. The Company offers a 401(k) Savings Plan and section 125 Pretax Savings for which you will be eligible on the 1st of the following month of employment. If you choose to accept the offer, your employment with the Company will be voluntarily entered into and will be for no specified period. As a result, you will be free to resign at any time, for any reason or for no reason, with or without Cause, as you deem appropriate. The Company will have a similar right and may terminate your employment at any time, for any reason or no reason, with or without Cause, provided that the following provisions will apply to terminations or resignations, as described below, after a "Change of Control." A "Change of Control" will be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. For the purposes of Subsection (i), above, the board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company are related, and its determination shall be final, binding and conclusive. 2 September 13, 1999 Page 2 of 3 "Good Reason" for a resignation will be deemed to exist if any of the following conditions occur within one (1) year of a Change in Control, provided that such conditions persist for fifteen (15) business days after written notice to the Board from you and reasonable opportunity for the Company to cure: (i) the Company, its successor or assign decreases your salary or compensation; (ii) the Company its successor or assign makes a material, adverse change in your title, authority, responsibilities or duties, as measured against your title, authority, responsibilities or duties immediately prior to such Ownership Change Event; (iii) the Company its successor or assign requires you to relocate your work place to a location outside the San Francisco Bay Area (i.e., outside Marin County, Contra Costa County, Alameda County, San Francisco County, San Mateo County or Santa Clara County); (iv) the Company its successor or assign materially breaches any provision of this Agreement; or (v) the Company fails to obtain the assumption of this Agreement by any successor or assign of the Company. Termination for "Cause" is defined as a termination based upon: (i) theft, dishonesty, or falsification of any employment or Company records; (ii) conviction of a felony or any act involving moral turpitude; (iii) the refusal to perform any reasonable, assigned duties; (iv) improper disclosure of the Company's confidential or proprietary information; (v) any act you may undertake with the intent to (or with reckless disregard of the likelihood that your action may) materially harm the Company's reputation or business; or (vi) any material breach of this Employment Agreement, which breach, if curable, is not cured within thirty (30) days following written notice from the Company. In the event that the Company terminates your employment for Cause after a Change in Control, you would then be entitled to no compensation or benefits from the Company other than salary, vesting (if any), bonuses and benefits earned prior to such termination for Cause. If, after a Change in Control, the Company were to terminate your employment without Cause, or if, after a Change in Control, you were to resign from the Company for Good Reason, then you would be entitled, on such date, to all of the following, as your exclusive compensation and remedy: (i) All accrued salary, benefits; vesting (if any) and bonuses (if any) earned through the date of termination or resignation; (ii) Continued salary (less applicable withholding) benefits and vesting at the above base salary rate (plus any increases), for six (6) months following such termination or resignation; and (iii) Removal of the "cliff date" described in paragraph three of this Agreement. The latter provision means that if the Company were to terminate your employment without Cause or you were to resign for Good Reason during the first six months of your employment, you would be entitled to monthly vesting through the date of such event despite the cliff, which otherwise would require you to work as an employee of the Company for six months before any vesting would accrue. At such time you would also be entitled to an additional six months vesting as provided in section (ii) of this paragraph. For purposes of federal immigration law, you will be required to provide the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three business days of your date of hire, or our employment relationship with you may be terminated. You will also be required to sign an Employee Inventions and Proprietary Rights Assignment Agreement as a condition of your employment (attached). In the event of any dispute or claim relating to or arising out of our employment relationship, this agreement, or the termination of our employment relationship (including but not limited to claims of wrongful termination or age, sex, disability, race or other discrimination or harassment), you and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in Santa Clara County, California. By making this agreement, both you and the Company waive our respective This Document Highly Confidential 3 September 9, 1999 Page 3 of 3 rights to have such disputes tried by a court or jury. However, we agree that this arbitration provision will not apply to any disputes or claims relating to the misuse or misappropriation of trade secrets or proprietary information. This letter and the Employee Inventions and Proprietary Rights Assignment Agreement set forth terms of your employment with the Company and supersede any prior representations or agreements, whether written or oral. This letter may not be modified or amended except by a written agreement signed by both parties. To indicate your acceptance of the Company's offer, please sign and date this letter, and the enclosed Employee Inventions and Proprietary Rights Agreement. Return both pages of this letter by fax to our confidential fax number (408) 863-4783, no later than the close of business on Friday, September 10, 1999. This offer is highly confidential, so please do not disclose its terms to anyone other than your advisor(s). Please bring both the originals of the letter and the Agreement with you on your first day with the Company. We at Telocity are excited about the prospect of you joining our team. We look forward to working together. Sincerely, /s/ PATTI S. HART Patti Hart President and CEOEnclosures Agreed to and Accepted: /s/ REGINA WEIDEMANN 9/13/99 - ---------------------------------- Regina Wiedemann Date This Document Highly Confidential EX-10.19 17 EMPLOYMENT AGREEMENT - KEVIN GRUNDY 1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT This Employment Agreement is made and entered into by and between MachOne Communications, Inc. ("Company") and Kevin Grundy ("Employee") effective as of February 26, 1998. I. Definitions. A. "COMMENCEMENT DATE" shall mean February 25, 1998. B. "GOOD REASON" shall mean any of the following conditions: (i) a decrease in Employee's base salary and/or bonus compensation; (ii) a material, adverse change in Employee's title, authority, responsibilities or duties; (iii) Company's relocation of the principal place of Employee's employment more than fifty (50) miles; (iv) Company's material breach of any provision of this Agreement; (v) Company's failure to obtain the assumption of this Agreement by Company's successor or assign; (vi) Company's failure to continue Employee's opportunity to participate, on the same or more favorable terms, in benefit or compensation programs in which Employee was participating; or (vii) any purported termination of Employee's employment for "material breach of contract" which is not effected following a written notice and reasonable opportunity to cure. C. Termination for "CAUSE" shall mean: (i) Employee's theft, dishonesty, or falsification of any Company documents or records; (ii) Employee's improper use or disclosure of Company's confidential or proprietary information; (iii) any intentional act by Employee that has a materially detrimental effect on Company's reputation or business; (iv) Employee's failure to perform any reasonable assigned duties after written notice from Company and a reasonable opportunity to cure; or (v) any uncured material breach by Employee of any written agreement between Employee and Company. II. Position and Duties Employee shall be employed by Company as its Vice President of Engineering reporting only to the President effective on the Commencement Date. In that position, Employee agrees to devote his full business time, energy and skill to his duties at Company. Employee and Company agree that he will perform such duties at Company's principal place of business, which shall be 992 South De Anza Blvd., San Jose, CA 95129. These duties shall include the development of aggregator modem and related software and hardware utilized by Company to deliver its services to Company customers and affiliates. 1 2 Term of Employment Employee's employment with Company will be for no specified term, and may be terminated by Company or Employee at any time, with or without cause. Upon the termination of Employee's employment with Company for any reason, neither Company nor Employee shall have any further obligation or liability under this Agreement to the other, except as set forth in paragraphs V, VI and VII below. III. Base Salary In the position as outlines above, Employee shall be paid a monthly Base Salary of $10,000 per month ($120,000 on an annualized basis), subject to applicable withholding, in accordance with Company's normal payroll procedures. IV. Benefits Employee shall be entitled to the benefits afforded to other members of senior management under Employee's vacation, holiday and business expense reimbursement policies. Employee shall be entitled to the medical and dental benefits provided to other employees of Company. A. Benefits Upon Voluntary Termination: In the event of Employee's voluntary termination from employment with Company (unless otherwise set forth herein), Employee shall be entitled to no compensation or benefits from Company other than those earned through the date of such termination or in the case of any stock options, vested through the date of such termination. B. Benefits Upon Other Termination. In the event of the termination of Employee's employment by Company for the reasons set forth below, he shall be entitled to: 1. Termination for Cause. If Employee's employment is terminated by Company for Cause as defined above, Employee shall be entitled to no compensation or benefits from Company other than those earned under through the date of termination, or in the case of any stock options, vested through the date of termination. 2. Termination Without Cause. If Employee is terminated by Company for any reason other than for Cause (or resigns for Good Reason), including the death of Employee, Employee shall be entitled to all accrued compensation (including pro-rated target bonuses), salary and benefits for three months following termination, plus continued vesting under the Options for a period of six (6) months. V. Stock Vesting Upon Death or Disability If Employee's employment ceases as a result of death or disability, as of the date of such termination: (i) the vested percentage of options or shares for Company stock held by Employee at that time shall then be multiplied by a factor of two (2) (but in no case shall the vested percentage exceed 100%). 2 3 VI. Employee Inventions and Proprietary Rights Assignment. Employee agrees to abide by the terms and conditions of Company's standard Employee Inventions and Proprietary Rights Assignment Agreement as executed by Employee and attached hereto as Exhibit A. VII. Agreement Not To Compete Unfairly. Employee agrees that in the event of his termination at any time and for any reason, he shall not compete with Company in any unfair manner, including, without limitation, using any confidential or proprietary information of Company to compete with Company in any way. Employee agrees that for a period of one (1) year after the date of the termination of his employment for any reason, he shall not, either directly or indirectly, solicit the services, or attempt to solicit the services, of any employee of Company to any other person or entity. VIII. General Provisions. A. Dispute Resolution: In the event of any dispute or claim relating to or arising out of this Agreement (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race or other discrimination), Employee and Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in Santa Clara County, California in accordance with its National Employment Dispute Resolution rules, as those rules are currently in effect (and not as they may be modified in the future). Employee acknowledges that by accepting this arbitration provision he is waiving any right to a jury trial in the event of such dispute. Provided, however, that this arbitration provision shall not apply to any disputes or claims relating to or arising out of the misuse or misappropriation of trade secrets or proprietary information. B. Attorneys' Fees: The prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any action brought to enforce any right arising out of this Agreement. C. Interpretation: Employee and Company agree that this Agreement shall be interpreted in accordance with and governed by the laws of the State of California. D. Successors and Assigns: This Agreement shall inure to the benefit of and be binding upon Company and its successors and assigns. In view of the personal nature of the services to be performed under this Agreement by Employee, he shall not have the right to assign or transfer any of his rights, obligations or benefits under this Agreement, except as otherwise noted herein. E. Entire Agreement: This Agreement constitutes the entire employment agreement between Employee and Company regarding the terms and conditions of his employment, with the exception of (i) the Employee Inventions and Proprietary Rights Assignment Agreement described in paragraph VII and (ii) any stock option agreements between Employee and Company. To the extent that any provision of such option agreement conflicts with this Agreement, this Agreement shall control. This Agreement 3 4 (including the documents described in (i) and (ii) herein) supersedes all prior negotiations, representations or agreements between Employee and Company, whether written or oral, concerning Employee's employment by Company. F. Validity: If any one or more of the provisions (or any part thereof) of this Agreement shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions (or any part thereof) shall not in any way be affected or impaired thereby, while giving the greatest possible effect to the parties' intent and the exchange of consideration set forth in the Agreement. G. Modification: This Agreement may only be modified or amended by a supplemental written agreement signed by Employee and Company. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and year written below. MACHONE COMMUNICATIONS, INC. Date: 2/26/98 By: PETER D. OLSON --------- ----------------------- -------- Its: President ------------------------------ Date: Signature: /s/ KEVIN GRUNDY --------- ---------------------- -- Printed Name: Kevin Grundy --------------------- 4