Month: January 2007

Categories
cease and desist licensing agreement

#1 Problem in Major League Baseball

What are the problems confronting Major League Baseball? Steroids and amphetamines? Those certainly have made the news as of late, and not in a good way either. Well, during this baseball off-season, I received an email from counsel for the Major League Baseball Players Association. And, the #1 problem in Major League Baseball is the disclosure of the Players Association contract with the Topps Company. I hope this problem doesn’t keep anyone out of the Hall of Fame. Here it goes:

We are licensing enforcement counsel for the Major League Baseball Players Association. We do not know how you obtained a copy of the agreement between the PA and Topps, but that is a confidential document. The Players Association demands that you remove this document from your web page and any other place you have it available immediately, and that you destroy any copies of the agreement that are in your possession. Please confirm receipt of this message and that you will comply immediately.

If you want to see what a “confidential” document looks like, here’s the Agreement between The Topps Company, Inc. and the Major League Baseball Players Association. Not exactly sure what confidential terms remain after Topps stripped out the financial terms and requested confidential treatment from the U.S. Securities and Exchange Commission. For those keeping track, The Topps Company is a publicly-traded company. You can find Topps Company contracts with other sports associations on our website as well.

As for how we obtained a copy of the agreement, let’s just say we got it from a source in the federal government. No, not Lewis Scooter Libby. 😉

Categories
employment agreement severance agreement

Gap CEO Closes Shop

Gap Inc. announced that CEO Paul Pressler will step down from his position as president and chief executive officer of the company, as well as resign his seat on the company’s board, effective immediately.

Pursuant to the Employment Agreement between Gap Inc. and Paul Pressler, Pressler is eligible for up to approximately $14 million associated with his severance with the company, assuming a company stock price of $20 per share, which Gap did hit in after-hours once news of the resignation filtered out.

Categories
employment agreement ipo

Salary Negotiation 101

Reuters: Salary.com sets IPO at 5 mln shares, $8-$10 each. Salary.com, which provides on-demand compensation management products, set on Friday its planned initial public offering at 5 million shares for an estimated price of $8 to $10 each.

When I saw the above article, I headed straight to SEC EDGAR to take a peak at Salary.com’s material contracts. I wish they had more employment agreements on file, but I could only find the employment offer letter between Salary.com Inc. and Kenneth S. Goldman. Naturally, the question that follows is how does his compensation compare with Salary.com’s salary range? From the offer letter, we can see that Kenneth Goldman was offered a position as the Senior Vice President and Chief Financial Officer for Salary.com, Inc. In terms of compensation, here’s the relevant paragraph from the offer letter:

Your overall annual total cash compensation package for expected performance should total $259,000.00 per year. This will consist of a base salary of $185,000.00 and an annual variable incentive component targeted of forty percent (40%), as part of the senior management bonus pool; based on your individual and team performance, as well as the company’s satisfactory performance against goals and objectives.

Next, I hopped onto the Salary.com website and looked up the salary range for CFOs in Needham, MA, where Salary.com is located.

salary.jpg

Uh, his base salary is in the bottom 10th percentile. I think he needs to go back in and ask for a raise based on the salary data he found on some job salaries website. 🙂

Categories
consulting agreement

Apple iPhone Development Revealed

When Jon Rubinstein left Apple Computer Inc. (now Apple Inc.), he signed a consulting agreement with some interesting terms. Would have been much cooler to have found this contract before MacWorld. 🙂

In general, the Services may consist of advice regarding the design and development of personal computers, digital music players, and cell phone devices, and related intellectual property matters, as agreed between you and Steve Jobs or his designees from time to time.

Here’s another interesting paragraph that covers the non-compete provisions:

You further agree that during the term of this Agreement, you will not become or be employed, directly or indirectly, by, nor will you provide consulting services to, any of Intel Corporation, Dell Inc., Hewlett-Packard Company, Sony Corporation, Motorola Inc., Nokia Corporation, Samsung Group, Microsoft Corporation, or any other company that is working on a final product that is a personal computer, digital music player, or cell phone device, unless otherwise approved in advance by Apple in its sole discretion.

You can find the full terms of the Consulting Services Agreement between Apple Computer Inc. and Jon Rubinstein on the website now.

Categories
cease and desist

Big Bird Jumps on the Bandwagon

So, I get a letter regarding an American Idol contract yesterday. Today, Big Bird pays an unwelcome visit. Yes, that tall, cute yellow bird.

On your website at the following address http://contracts.onecle.com/looksmart/pbs.grant-sesame.1999.06.28.shtml You have posted an agreement dated June 28, 1999 between CTW and LookSmart Ltd.

Sesame Workshop (formerly known as CTW) has not granted permission for this contract to be posted on the internet. The terms and conditions of this contract are confidential. Sesame Workshop is the owner of the contract and your posting of the contract without our permission infringes our valuable rights. Please remove the contract immediately and contact me to confirm your agreement to this request. Sesame Workshop reserves all its rights and claims in connection with this matter.

Very truly yours,

Richard Siegmeister, Counsel
Legal & Business Affairs
Sesame Workshop
One Lincoln Plaza
New York, NY 10023

What do you think of Big Bird now? I’m not sure what so confidential about a contract that was included in a Form S-1/A securities filing that LookSmart had filed back on July 27, 1999. Yes, the SEC’s own website had been displaying the contract online since…oh the previous millenium. 😉

Categories
cease and desist

Idol Confidential

Sony sent me an e-mail this morning:

I am an attorney at SONY BMG MUSIC ENTERTAINMENT (“SONY BMG”), and it has come to our attention that the link on oneCLE’s website found at http://contracts.onecle.com/ckx/american-idol.lic.2005.11.28.shtml contains a highly confidential contract between Sony BMG’s UK affiliate and various other entities relating to the American Idol series. We hereby request that the contract be immediately removed from the above-referenced link and any other site within the control of oneCLE. We also request that you inform us how oneCLE came into the possession of this confidential agreement. Please confirm by return email that the link(s) have been removed.

This letter is written without prejudice to or waiver of the claims, rights, remedies and/or defenses of Sony BMG and its affiliates, all of which are hereby expressly reserved.

Regards,

Wade Leak
Vice President and Senior Counsel
SONY BMG MUSIC ENTERTAINMENT
550 Madison Avenue, 15th Floor
New York, NY 10022

Not too sure how confidential a contract is if one of the parties to the contract has filed it with the U.S. Securities and Exchange Commission.

I wonder if Sony will be asking the SEC to remove this link as well: Exhibit 10.31.

Categories
employment agreement severance agreement

And They Were Pissed at Carly…

Marketplace:: Sloan Sessions: Goodbye Bob Nardelli. When Home Depot CEO Bob Nardelli resigned last week, a lot of people were outraged at his severance package: $210 million. That’s a lot of money for a CEO whose company struggled badly while he was on the job.

When Carly Fiorina walked away from HP with a $21 million severance package, the critics scowled. Now, Bob Nardelli leaves Home Depot and suddenly $21 million looks like chump change. You can find Robert Nardelli’s employment agreement on the site now, along with other Home Depot contracts.