I even went so far as to fly up to Massachusetts a couple weekends ago and take a look at the Cube Farm there, talk with some of the people at the company. (I amstill waiting to be reimbursed for that trip, at this writing, but I'm a patient guy.) It was an okay trip. I like plane flights. But "wine and dine" was not the operative phrase, as I told one friend. It was more like being taxied from one VP's office to the next to make sure I was not as subversive as some of my writings may suggest.

Rod:

We are pleased to offer you a position as a Managing Editor with XXXX.com. As we have discussed, the terms of this offer are:

- Your employment will begin on January 1.

- Starting February 1 you will begin working in our XXXX office.

- Your starting salary will be $XX,XXX, and your salary will be reviewed on six month intervals.

- You will receive a $X,XXX bonus when the new version of the XXXX site based on the XXXX code goes public. You will also receive an additional $X,XXXX when the traffic on the new XXXX site reaches 3 million pages over a 30 day period.

- When you move to the XXXX area, you will receive a $X,XXX relocation bonus.

- After 1 month of employment you will receive XX,XXX stock options, which will vest over a 4 year period.

- The company will provide full medical and dental benefits, 2 weeks of paid vacation, and particpation in our 401K plan.

If you agree with the terms of this offer, please mail a signed copy to me. We look forward to working with you, and feel certain that you will make a significant contribution to our editorial efforts.

Regards,
XXXX XXXXX
XXXX.com

Accepted by: _________________________
Date: __________

My reaction was probably the same as yours is now: That's it? It took two weeks to put that together? Skimpy. Where's the description of the JOB DUTIES we agreed to?

XXXX,

Here are a listing of my amendments to this Agreement in order for us to move forward. I've outlined my amendments with asterisks ("****") in order to highlight them for your consideration.

Let me know where you stand on these as soon as convenient. Thanks for your help.

Rod
---------------------------------------------------------------------
This Agreement is understood to be the complete and exclusive Agreement between XXXX.com ("the Company") and Rod Amis ("Employee,") other than [Specify documents] which will be completed prior to 15 January, 2000. This Agreement can not be modified except in writing signed by both parties.

We are pleased to offer you a position as a Managing Editor with XXXX.com. As we have discussed, the terms of this offer are:

****Your responsibiities in this position would include:

1 - Identify and recommend to the XXX XXXX, regarding technology issues, for acquistion by the Company.
2 - Supervise, train, recommend to the XXX and execute disciplinary action for all freelance and staff writers, if any, of the XXXX publications (Web or otherwise) of the Company.
3 - Develop new XXXX (Web or otherwise) publications for the Company.
4 - Supervise and coordinate, in cooperation with the XXX, the redesign of the XXXX.com Web site and increase its user-base.

- The duration of this Agreement will be for one year, barring gross misconduct on the part of Employee.****
[No amendments to next section.]

- You will receive a $X,XXX bonus when the new version of the XXXX site based on the XXXX code goes public. ****The Company is committed to doing everything within its power to achieve this goal within the first six months of your employment. Should the Company be unable to assist with this redesign by the time of your first salary review, a new compensation goal --- mutually agreeable, will be established.**** You will also receive an additional $X,XXX when the traffic on the new XXXX site reaches ****1 (one) **** million page ****(view)****s over a 30 day period.

- ****RELOCATION BONUS: A relocation bonus of $X,XXX has been allocated for this position. Employee will receive $XXXX by 15 January, 2000, to cover up-front moving expenses. Immediately upon arrival and reporting for duty at the Company offices the remaining balance of the relocation bonus will be due and payable.****

- After 1 month of employment you will receive XX,XXX stock options, which will vest over a 4 year period. ****The Company's standard vesting schedule is [include details here.]****

[No amendments to the following section.]

This Letter of Agreement is effective 1 January, 2000, once authorized by Employee and the representive of the Company.

Accepted by: _________________________
EMPLOYEE
Date: __________

****Authorized by: _______________________
Title, XXXX.com
Title, XXXX.com****

So I got a telephone call Saturday evening:

"Rod, I 've looked over your amendments to the Letter and I have to tell you that this company just can't operate that way."

"How do you mean that?"

"Well, a month from now I could ask you to do something completely different than the stuff we talked about when you were up here. I mean, we're a very loose organization and things can change on a daily basis. So I can't have in writing that your duties are this and that!"

Then why did we even discuss my duties when I flew up there?I thought. "Actually, the amended wording was 'includes' the items we talked about, XXXX. There's no restriction on adding or changing things."

"Look, I don't know how other companies you're familiar with operate, Rod, but..."

"They provide Job Descriptions."

"Well, no! No we can't do that! There are no job descriptions at XXXX.com! And so reading what you have here, I just think you wouldn't be happy working here. I just think --- I mean, I try to follow my gut. And when I get a twinge or something, like when I read your letter, I --- Well, I don't want to end up telling myself 'I told you so' about that feeling. So I think I should withdraw our offer."

"I think so, too. Fine."

"Well that's not to say that we wouldn't want you working on some of these things, these items for us anyway... Just that blah-blah-blah..etc., etc."

So that was it. A month worth of back and forth phonecalls, e-mails, planning, rumors, etc., washed down the tubes because I didn't understand that be an Internet mogul I should be enthusiastic about simply being at the mercy of someone else's caprice.... because I had the brazen audacity to want things clearly spelled out in writing before pulling up stakes, lock-stock-and-barrel, and moving to another state among people I didn't know.