Exhibit 10.65


 


	
   

  	
  Liberate
  Technologies

  
	
   

  	
  2
  Circle Star Way

  
	
   

  	
  San
  Carlos, CA 94070-6200 USA

  
	
   

  	
  tel:
  +1 650 701.4100  fax: +1 650 701.4680

  
	
   

  	
  www.liberate.com

  



 


November 20, 2002


 


Philip A. Vachon


 


 


 


Dear Philip,


 


We are pleased to offer you temporary
employment with Liberate Technologies. 
Your responsibilities will be to oversee and manage Liberate’s worldwide
sales operation, reporting directly to Coleman Sisson.  You will be paid a monthly salary of  $56,500, less applicable withholding.  Your starting date will be November 22, 2002
and your last day will be February 28, 2003, unless Liberate and you agree in
writing to extend such period.


 


Although your employment with Liberate is for
a specific term, it can be terminated by you or by Liberate at any time for any
reason, with or without cause.  (We do
ask employees, to the extent possible, to give us notice if they intend to
resign.)  This offer is contingent upon
your executing Liberate’s Proprietary Information Agreement, and providing
legally required proof of your identity and eligibility to work in the United
States.


 


We
make every effort to maintain a great and rewarding work environment.  If, however, a dispute arises, you and we
agree to waive trial before a judge or jury and to arbitrate with the JAMS
arbitration service any dispute relating to this agreement or to your
recruitment, employment, or termination, except for claims relating to worker’s
compensation benefits, unemployment insurance, or intellectual property rights.  The arbitrator’s decision will include
written findings of fact and law and will be final and binding except to the
extent that judicial review is required by law.  The American Arbitration Association’s National Rules for the
Resolution of Employment Disputes will govern the arbitration, except that the
arbitrator will allow discovery authorized by the California Arbitration Act
and any additional discovery necessary to vindicate a claim or defense.  The arbitrator may award any remedy that
would be available from a court of law.  
You may choose to hold the arbitration either in San Mateo County,
California or the county where you worked when the arbitrable dispute first
arose.  You and we will share the
arbitration costs equally (except that we will pay the arbitrator’s fee and any
other cost unique to arbitration) and each party will pay its own attorney’s
fees except as required by law.


 


Liberate will defend and indemnify you against claims
and expenses (including reasonable attorneys’ fees and costs) arising out of
any claim brought against you by a third party arising out of your lawful
performance of your duties undertaken in good faith; subject to the conditions
that you (i) notify Liberate in writing of any such claim within 30 days of
learning of such claim and allow Liberate to have sole control of the defense
and all related settlement negotiations, and (ii) cooperate with Liberate, at
Liberate’s expense, in defending or settling the claim.


 

















 


To confirm your acceptance of this employment
agreement, please sign and date this letter in the space provided below and
return it to Temre Jenkins.  A duplicate
original is enclosed for your records. 
This letter and the Proprietary Information Agreement set forth the
terms of your employment with Liberate. 
This agreement supersedes any prior representations or agreements
between us, and it may be modified only by a document signed by the CEO or
President of Liberate and you.  This
offer, if not accepted, will expire on November 25, 2002.


 


Sincerely,


 


/s/ Coleman Sisson


 


Liberate Technologies


By:          Coleman
Sisson


                President


 


 


I agree to and accept employment with
Liberate Technologies on the terms set forth in this agreement.


 


	
  /s/ Philip Vachon

  	
   

  	
  11/20/02

  
	
  Philip A. Vachon

  	
   

  	
  Date

  



 


 

















 


 


Amendment to the


November 20, 2002 Letter Agreement


 


 


This Amendment (“Amendment”)
to the November 20, 2002 Letter Agreement (“Agreement”) between Philip Vachon
(“you”) and Liberate Technologies and its subsidiaries (collectively,
“Liberate,” “we,” or “us”) covers your temporary employment with Liberate, and
is effective as of  March 1, 2003 (the
“Amendment Effective Date”).


 


RECITALS


 


A.                                   You have
performed the responsibilities set forth in the Agreement in accordance with
its terms; and


 


B.                                     The parties
desire to amend the Agreement as set forth in this Amendment.


 


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:


 


1.                                       The termination date of the Agreement shall
be extended to April 11, 2003.


2.                                       The fourth
paragraph of the Agreement shall be stricken in its entirety and replaced with
the following: “Liberate will defend and indemnify you in accordance with the
terms and conditions set forth in Exhibit A hereto.”


 


3.                                       All capitalized
terms not defined in this Amendment have the meanings given them in the
Agreement. This Amendment is incorporated into the Agreement and made a part
thereof.  All references to the
Agreement in any other document will refer to the Agreement as modified by this
Amendment.  Except as modified by this
Amendment, the Agreement remains in full force and effect and is enforceable in
accordance with its terms.  If the terms
of this Amendment conflict with the terms of the Agreement, or its exhibits, as
amended, the terms of this Amendment govern. 
This Amendment may be executed in counterparts, each of which are deemed
an original, but all of which constitute one and the same document.


 


 


	
  LIBERATE
  TECHNOLOGIES

  	
   

  	
  PHILIP
  VACHON

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Kent Walker

  	
   

  	
  /s/ Philip Vachon

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
  Kent Walker

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  EVP & CFO