Exhibit
10.10


 


December 19, 2005


 


Rachel Silverstein


900 Euclid Street #208 


Santa Monica, CA


 


Dear Rachel:


 


On behalf of
Gamefly, Inc. (the “Company”), I am pleased to offer you the
position of Vice President, Marketing at the Company. We look forward to your
future success in this position.


 


The terms of your new
position with the Company are as set forth below: 


 


1.                                       Position.


 


a.               You will become the Vice President,
Marketing of the Company, working out of the Company’s headquarters office in
Los Angeles, California.


 


b.              You agree to the best of your ability and
experience that you will at all times loyally and conscientiously perform all
of the duties and obligations required of and from you pursuant to the express
and implicit terms hereof, and to the reasonable satisfaction of the Company.
During the term of your employment, you further agree that you will devote all
of your business time and attention to the business of the Company, the Company
will be entitled to all of the benefits and profits arising from or incident to
all such work services and advice, you will not render commercial or
professional services of any nature to any person or organization, whether or
not for compensation, without the prior written consent of the Company’s Board
of Directors, and you will not directly or indirectly engage or participate in
any business that is competitive in any manner with the business of the
Company. Nothing in this letter agreement will prevent you from accepting
speaking or presentation engagements in exchange for honoraria or from
providing services to an serving on boards of charitable organizations, or from
owning no more than one percent (1%) of the outstanding equity securities of a
corporation whose stock is listed on a national stock exchange.


 


2.                                       Start Date. Subject to fulfillment of any conditions
imposed by this letter agreement, you will commence this new position with the
Company no later than January 9, 2006.


 


3.                                       Proof of Right to Work. For purposes of federal immigration law,
you will be required to provide to the Company documentary evidence of your
identity and eligibility for employment in the United States. Such
documentation must be provided to us within three (3) business days of
your date of hire, or our employment relationship with you may be terminated.


 


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4.                                       Compensation.


 


a.                                       Base Salary. You will be paid a bi-weekly salary of
$5384.61, which is equivalent to $140,000 on an annualized basis. Your salary
will be payable every two weeks pursuant to the Company’s regular payroll
policy.


 


b.                                      Annual Review. Your base salary will be reviewed at the
end of each fiscal year as part of the Company’s normal salary review process.


 


c.                                       Bonus. You will be eligible for the Company’s
cash bonus plan for the fiscal year commencing April 1, 2005, pro-rated
for the remainder of this fiscal year.


 


5.                                       Stock Options.


 


a.                                       Initial Grant. In connection with the commencement of
your employment, the Company will recommend that the Board of Directors grant
you an option to purchase 100,000 shares of the Company’s Common Stock (“Shares”)
with an exercise price equal to the fair market value on the date of the grant.
These option shares will vest at the following schedule: 25% of the Shares
subject to the Option shall vest and become exercisable on the 12 month
anniversary of the Vesting Commencement Date and 75% of the total number of
Shares subject to the Option shall vest and become exercisable at a rate of
2.0833% times the total number of Shares each month thereafter for a total of
36 months.


 


b.                                      Subsequent Option Grants. Subject to the discretion of the
Company’s Board of Directors, you may be eligible to receive additional grants
of stock options or purchase rights from time to time in the future, on Such
terms and subject to such conditions as the Board of Directors shall determine
as of the date of any such grant.


 


6.                                       Benefits.


 


a.                                       Insurance Benefits The Company will provide you with
standard medical and vision insurance benefits effective from your Start Date.
Dental insurance and flexible benefit account participation will become
effective on the 1st day of the month following your
Start Date while participation in the Company’s 401(k) savings plan is
effective the 1st day of the month following your 6th month anniversary of your Start Date.


 


b.                                      Vacation. For CY2006, you will be entitled to
three weeks paid vacation. In subsequent years, you will be entitled to two
weeks paid vacation per year.


 


7.                                       Confidential Information
and Invention Assignment Agreement. Your acceptance of this offer and commencement of
employment with the Company is contingent upon the execution, and delivery to
an officer of the Company, of the Company’s Confidential Information and
Invention Assignment Agreement attached as Exhibit A (the “Confidentiality
Agreement”), prior to or on your Start Date.


 


8.                                       Confidentiality of Terms. You agree to follow the Company’s strict
policy that employees must not disclose, either directly or indirectly, any
information, including any of the terms of this agreement, regarding salary,
bonuses, or stock purchase or option allocations to any person, including other
employees of the Company; provided, however, that you may discuss such terms
with members of your immediate family and any legal, tax or accounting
specialists who provide you with individual legal, tax or accounting advice.


 


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9.                                       At-Will Employment. Your employment with the Company will be
on an “at will” basis, meaning that either you or the Company may terminate
your employment at any time for any reason or no reason, without further
obligation or liability.


 


We are all delighted to
be able to extend you this offer and look forward to working with you. To
indicate your acceptance of the Company’s offer, please sign and date this
letter in the space provided below and return it to me, along with a signed and
dated copy of the Confidentiality Agreement. This letter, together with the
Confidentiality Agreement, set forth the terms of your employment with the
Company and supersedes any prior representations or agreements, whether written
or oral. This letter may not be modified or amended except by a written
agreement, signed by the Company and by you.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GAMEFLY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David Hodess

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  David Hodess

  
	
   

  	
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGREED AND ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Rachel Silverstein

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Rachel Silverstein

  
	
   

  	
  Printed Name

  



 


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