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