GENERAL MAGIC INC
EXHIBIT 10.8
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<TYPE>EX-10.8
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<FILENAME>f74493ex10-8.txt
<DESCRIPTION>EXHIBIT 10.8
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                                                                    EXHIBIT 10.8

                           [GENERAL MAGIC LETTERHEAD]

January 12, 2000


CONFIDENTIAL



Jeff Adamson
760 Sheldon St.
El Segundo, CA  90245


Dear Jeff:

We are very pleased to extend an offer to you to join the General Magic team as
Senior Director, Network Operations and Information Technology, reporting to
Steve Markman, Chairman of the Board, CEO, and President. This letter sets out
the terms of your employment with General Magic. You will be paid a base salary
of $5,961.54 every two weeks ($155,000 annualized), less applicable withholding.
You will also receive our standard benefit package as described in the Benefits
Summary included in this package.

As, Senior Director, Network Operations and Information Technology, you will
have the opportunity to earn a performance bonus in accordance with General
Magic's Performance Bonus Plan, as such plan may be modified over time. This
Plan is based upon your achievement of certain performance-based objectives as
agreed to by you and your manager, as well as the achievement of certain fiscal
Company objectives. Bonus payments, if any, shall be made in accordance with
General Magic's Performance Bonus Plan and its normal payroll procedures and
will be paid annually after the close of the fiscal year. Your annual target
bonus is set at 25 percent of your base pay.

Subject to the approval of General Magic's Board of Directors ("the Board"), you
will be granted an incentive stock option to purchase 50,000 shares of Common
Stock under the Company's stock option plan at an exercise price equal to the
fair market value of that stock on your option grant date. Your options will
vest over a period of four years at the rate of 1/4 at the end of twelve months
of employment, and 1/48th each month thereafter, and will be subject to the
Company's stock option plan and the standard form of stock option agreement.
Board meetings typically occur once each quarter, and the fair market value of
the Company's stock may change based on the Company's financing activities,
technical and business success, and other factors.


<PAGE>   2

We will assist you in your relocation to the Sunnyvale, CA area by reimbursing
you for expenses associated with your relocation (such as airfare for house
hunting, temporary housing, transportation, and moving costs) up to a maximum of
$25,000. To be eligible for reimbursement, all relocation expenses must be
incurred within twelve months of your acceptance of this offer and must be
accompanied by supporting documentation.

In the event that you voluntarily terminate your employment with General Magic
for any reason within 12 months of your start date, you agree to repay General
Magic a prorated amount of the total sum of all relocation expenses reimbursed
to you on the date of your termination.

If General Magic, in its sole discretion, terminates your employment within
twelve months of your date of employment for any reason (other than for just
cause or upon your death, disability or voluntary resignation), you will receive
continuation of your base salary, less any applicable state and federal payroll
taxes, for six months from the date of your termination, in accordance with the
company's payroll procedures then in effect.

As a condition of your employment, you will be required to sign General Magic's
standard Employee Proprietary Information Agreement, without modification, on
your first day of work. In addition, you will also be required to provide
evidence of your identity and eligibility for employment in the United States.
It is imperative that you bring appropriate documentation with you on your first
day of employment; you cannot be put on General Magic's payroll without it. The
required documentation is described within this package.

General Magic's employment relationship with all employees is an "at-will"
arrangement where the employment relationship is voluntary, for no specified
term, and based on mutual consent. As such, your employment may be terminated by
you or General Magic at any time, with or without cause or advance notice.

This offer is contingent upon the satisfactory completion of your reference
checks. Please provide us with a list of your references at your earliest
convenience.

This offer is valid until Friday, January 14, 2000. The terms and conditions of
this offer letter and the proprietary agreement referenced above, supersede any
prior written or oral communications with you concerning your employment at
General Magic. The provisions of this agreement regarding "at will" employment
may only be modified by a document signed by you and the President of General
Magic. Please indicate your acceptance of these terms and conditions by signing
and dating the enclosed original of this letter and returning it to Elena Morera
in Human Resources. Please retain the duplicate for your records.


<PAGE>   3

Your acceptance of our offer represents a unique opportunity for us both to grow
and succeed. We want to thank you in advance for your faith in us, and for the
commitment you have made to our common vision. We look forward to working with
you.

Welcome to General Magic!

GENERAL MAGIC, INC.


/s/ ELENA MORERA
----------------------------------------
Elena Morera
Vice President, Human Resources
General Magic, Inc.


I agree to and accept employment with General Magic, Inc. on the terms and
conditions set forth in this letter.

/s/ JEFF ADAMSON       1/14/00
----------------------------------------
Jeff Adamson

1/31/00
----------------------------------------
Start Date


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