Exhibit 10.8


 


September 5,
2003


 


Neil S.
Seth


2776
Rinconia Drive


Los
Angeles, CA 90068


 


Dear
Neil:


 


On
behalf of Gamefly, Inc. (the “Company”), I am pleased to
offer you the position of Vice President, Product
Management 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, Product Management of the Company, working
out of the Company’s headquarters office in Santa Monica, 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 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 on
September 29, 2003.


 


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.


 

















 


4.                                       Compensation.


 


a.                                  Base Salary. You will be
paid a monthly salary of $10,000, which is equivalent to $120,000 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
calendar year as part of the Company’s normal salary review process.


 


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 75,000 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 rate of one fourth (1/4th) of the total shares on the
one year anniversary of your Start Date and l/48th of the total
shares on the monthly anniversary of your Start Date thereafter. Vesting will,
of course, depend on your continued employment with the Company. The option
will be an incentive stock option to the maximum extent allowed by the tax code
and will be subject to the terms of the Company’s 2002 Stock Plan and the stock
option agreement between you and the Company


 


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 insurance benefits effective from your
Start Date.


 


b.                                 Vacation. You will be
entitled to two weeks paid vacation per year, pro-rated for the remainder of
this calendar 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.


 


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 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 the Company and by you.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  GAMEFLY,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Jordan Posell

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Jordan
  Posell

  
	
   

  	
  Printed
  Name

  
	
   

  	
   

  
	
   

  	
  VP
  Finance

  
	
   

  	
  Title

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AGREED AND ACCEPTED:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Neil Seth

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  Neil Seth

  
	
   

  	
  Printed
  Name

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  2776 Rinconia Drive

  
	
   

  	
   

  	
  Los
  Angeles, CA 90068