Exhibit 10.9
November 2, 2004
John A. Tanner
1224 Serene Valley Court
San Jose, CA 95120
Dear John:
DivXNetworks, Inc.
("DXN") is pleased to formally extend to you an offer of employment
for the position of Chief Financial Officer based in San Diego, CA.
You will be expected to perform various duties consistent with your
position and will report to R. Jordan Greenhall, CEO. Of course,
DXN may change your position, duties, and work location from time
to time as it deems necessary. The commencement date of your
employment will be Thursday, November 11, 2004.
Your
compensation will be $18,750.00 per month (equivalent to
$225,000.00 per annum) less payroll deductions and all required
withholdings. You will be paid semi-monthly. You will be paid a
bonus consistent with the bonuses paid to other senior executives
of DXN. We will also cover your reasonable relocation costs from
San Jose to San Diego and the reasonable costs associated with your
commuting to San Jose from Seattle for up to 3 months before
the move. All travel arrangements will be coordinated through DXN's
travel agent and be consistent with DXN guidelines. DXN expects
that you will ensure your relocation is completed within a
reasonable timeframe not to exceed 3 months.
It
will be recommended to the Board that you be granted an incentive
stock option to purchase 493,828 shares of common stock of DXN
(collectively, the "Option Shares"). The exercise price per share
for these options will be fixed based on DXN's common stock price
as determined by DXN's board of directors for the three days prior
to date of grant. This grant will vest with a 1 year cliff at
25% and then 1 / 48 per
month thereafter based upon the grant date. Vesting will depend
upon your continued employment with DXN.
If
during your employment with DXN (i) there is a Change of
Control (as defined below), and (ii) you are not offered a
Comparable Position (as defined below) by the surviving
corporation, all of the Option Shares shall vest and become
exercisable immediately prior to the Change of Control. A
"Comparable Position" is a position with similar or greater
responsibilities at your then current base salary and bonus
potential. "Change of Control" shall mean the sale of all or
substantially all of the assets of DXN or the acquisition of DXN by
another entity by means of consolidation or merger after which the
then current shareholders of DXN hold less than 50% of the voting
power of the surviving corporation provided that a reincorporation
of DXN shall not be a Change of Control.
You
will receive all the benefits available to full time, regular
exempt employees of DXN. These benefits include medical, dental,
life insurance. AD&D, and STD/LTD, for which the premiums for
employees are paid 99% by DXN, accrual of 20 days vacation
during the year, and 9 paid holidays. In addition, you can
contribute to DXN's 401(k) plan; currently there is no matching by
DXN. Details about these benefits are provided in the Benefits
Summary, available for your review. DXN may modify your
compensation and benefits from time to time as it deems
necessary.
Normal
working hours are from 8:30a.m. to 5:00p.m., Monday through Friday.
As an exempt salaried employee, you will be expected to work
additional hours as required by the natu
