EXHIBIT
10.66


 


SCHEDULE OF OMITTED DETAILS


 


The following schedule presents the terms omitted from the Form of
Employment Letter filed as Exhibit 10.66 to the Annual Report on Form 10-K for
the fiscal year ended May 31, 2003, filed by Liberate Technologies.  The following information omitted from the
exhibit appears in the address line and first full paragraph of each executive
officer’s Employment Letter:


 


Name:  David Lockwood


Initial Title:  Strategic
Consultant


Executive Title:  Chief
Executive Officer and Chairman of the Board of Directors


 


Name:  Gregory S. Wood


Initial Title:  Financial
Consultant


Executive Title:  Chief
Financial Officer and Executive Vice President


 


Name:  Patrick Nguyen


Initial Title:  Financial
Consultant


Executive Title:  Executive Vice
President — Corporate Development


 


 


 

















 


 


LIBERATE


 


 


[NAME]


[ADDRESS]


 


 


Dear _____________:


 


We are pleased to offer you employment as [ INITIAL TITLE ] for
Liberate Technologies, becoming [ EXECUTIVE TITLE ] upon Liberate’s
submission of its delinquent public filings. 
Your annual salary will be $250,000, less applicable withholding.  Your bonus will be determined by the
Compensation Committee of Liberate’s Board of Directors, with timing and
criteria to be mutually agreed.  Your
starting date will be March 14, 2003.


 


As an employee of Liberate Technologies, you will be eligible to
participate in a number of company-sponsored benefits, including health and
medical benefits.  Subject to the
approval of Liberate’s Board of Directors or its Compensation Committee,
Liberate will grant you an option to purchase 1.3 million shares of Liberate
common stock at today’s closing fair market value per share.  As a condition of your receipt of the option
grant, you will confirm your investment experience, your status as an
“accredited investor”, your receipt of all information you consider necessary
and appropriate to make an investment decision, and any other representations
appropriate under the securities laws. 
The option will vest monthly in equal increments upon the completion of
each of the next 48 months of service. 
The option is granted outside of Liberate’s 1999 Equity Incentive Plan
(the “Plan”) and its related agreements, but will be governed by the terms of
the Plan, except that the Board and the Compensation Committee commit not to
invoke Article 18.1(b) of the Plan, so that Article 18 will apply only if
Liberate’s independent auditors (and if they are not able to perform this
evaluation, another nationally recognized accounting firm selected by Liberate)
determines that you would receive a greater after-tax benefit if it reduced any
payment or option vesting acceleration. Liberate will file an S-8 registration
statement covering the exercise of the option as soon as reasonably practical
following its filing of its delinquent public filings.


 


The option will vest fully in the event of a Change in Control (as
defined in the Employee Retention Agreement entered into concurrently herewith
between you and Liberate) of Liberate in which the acquiring or surviving
entity fails within ten days prior to the closing thereof to make a written
offer to you of continued employment for a period of at least one year that is
located within 20 miles of your present location and has equal or greater: (i)
responsibilities, title, and reporting relationship in the surviving entity and
parent; (ii) total compensation (including salary, bonus and equity
incentives); and (iii) office and support arrangements, and staff.  As a condition of any such accelerated
vesting, you and Liberate will sign a mutual waiver of claims (as set forth in
the Employee Retention Agreement between the parties) at the time of the
acceleration.  In addition, in the event
of a Change in Control that is followed within one year by your Actual or
Constructive Termination (as defined in the Employee Retention Agreement),
Liberate will pay you an amount equal to twice the sum of your total taxable
compensation received in the prior fiscal year, with a minimum of $500,000 and
up to a maximum of $750,000.


 


Your employment with Liberate is not for a specific term and 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.)  Additionally, Liberate may take any other
employment action at any time for any reason. 
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 


 


 


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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.  If either of us files any legal action or
proceeding about a non-arbitrable matter, it will be instituted in a state or
federal court located in Santa Clara or San Mateo County, California, and we
and you submit to the personal jurisdiction of, and agree that venue is proper
in, these courts.


 


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 you and by Liberate’s Chief
Executive Officer.  This offer, if not
accepted, will expire on March 21, 2003


 


Sincerely,


 


 


 


Liberate Technologies


	
  By:

  	
   

  	
  Mitchell Kertzman

  
	
   

  	
   

  	
  Chief Executive Officer

  



 


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


 


 




	
   

  	
   

  	
   

  
	
  [NAME]

  	
   

  	
  Date: March 14, 2003

  






 


 


 


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