Exhibit
10.26
March 25, 2004
SEPARATION AGREEMENT AND
GENERAL RELEASE
1. Purpose of Agreement : The
intent of this Separation Agreement and General Release
(“Agreement”) is to amicably, mutually, and finally
resolve and compromise all issues and claims surrounding the
employment of MICHAEL J. BEBEL (“Michael Bebel”) with
NAPSTER, LLC (“Napster”), as well as the termination of
such employment.
2. Napster’s Consideration
for Agreement : In exchange for the release and agreements
described herein, Napster agrees as follows:
a) Michael Bebel will cease to
represent Napster effective the date hereof, provided that Michael
Bebel will continue to serve as a non-officer employee of Napster.
While serving as a non-officer employee of Napster, Michael Bebel
will (i) provide reasonable assistance to the Chief Executive
Officer of Roxio and the President, Napster Division upon request
by either such officer and (ii) make himself available by telephone
to such officers at reasonable times and for reasonable periods to
respond to inquiries and questions relating to his duties to date
with Napster. Michael Bebel agrees to cooperate with all reasonable
requests from Napster for information regarding his past and
present duties. Michael Bebel’s employment with Napster will
be terminated by mutual agreement effective March 31,
2004.
b) Michael Bebel will be paid a lump
sum cash payment equal to $1,025,000 on the Effective Date. This
lump sum payment is subject to normal withholdings in accordance
with Napster’s payroll practices. From the date hereof
through March 31, 2004, Michael Bebel will continue to receive his
salary in effect as of the date hereof, during which period he will
be eligible for all employee benefits applicable to him prior to
the date hereof and applicable generally to employees.
Napster’s continued payment of the foregoing compensation to
him is given as consideration for this Agreement and would not be
otherwise due.
c) Except for those obligations
created by or arising out of this Agreement, and except as provided
below, Napster, on behalf of itself and its direct and indirect
parent entities and its and their respective subsidiaries and
affiliates (collectively, the “Napster Releasors”)
hereby acknowledges full and complete satisfaction of and releases
and discharges, and covenants not to sue, Michael Bebel and his
heirs, executors, administrators, spouse, successors and assigns
(collectively, the “Bebel Released Parties”), from and
with respect to any and all claims, agreements, obligations,
losses, damages, injuries, demands and causes of action, known or
unknown, suspected or unsuspected, arising out of or in any way
connected with Michael Bebel’s employment relationship with
Napster or any of its predecessors, any actions during that
employment relationship, or the termination of that employment
relationship, or any other occurrences, actions, omissions or
claims whatever, known or unknown, suspected or unsuspected, which
the Napster Releasors now own or hold or have at any time
heretofore owned or held as against Michael Bebel, provided,
however, that such release of the Bebel Released Parties shall not
extend to any claims, known or unknown, suspected or unsuspected,
against the Bebel Released Parties which arise out of any
fraudulent conduct, willful criminal misconduct or embezzlement by
Michael Bebel as finally adjudged by a court of competent
jurisdiction.
3. Michael Bebel’s
Consideration for Agreement : In consideration for the payments
and undertakings described above, except for those obligations
created by or arising out of this Agreement and except as provided
below, Michael Bebel, individually and on behalf of his
representatives, successors, and assigns, completely releases and
forever discharges Roxio, Inc., Napster, Sony Music Entertainment
Inc., Universal Music Group, Inc., their respective shareholders,
employees, agents, owners, officers and directors, board members,
and all other representatives, subsidiaries, divisions, attorneys,
successors, and assigns (collectively, the
“Releasees”)
from any and all claims, obligations, and causes
of action, known or unknown, which Michael Bebel may now have, or
has ever had, against any of the Releasees, arising from or in any
way connected with his employment relationship with Napster, any
actions during that employment relationship, or the termination of
that employment relationship (the “Release”). This
Release covers all statutory, common law, constitutional and other
claims, including but not limited to: “wrongful
discharge” and “constructive discharge” claims;
claims relating to any contracts of employment, express or implied;
claims for defamation, misrepresentation, fraud, or b
