exv99w1

Exhibit 99.1

Employment Agreement

This Agreement is entered into as of Tuesday, February 28th, 2006 by and between DANIEL J. MILLER (the “Employee”) and PLANETOUT INC., (the “Company”), a Delaware corporation.

1)		Duties and Scope of Employment.

2)		Position. For the term of his employment under this Agreement (the “Employment”), the Company agrees to employ the Employee in the position of Chief Financial Officer, Senior Vice President of the Company or in such other level equivalent or higher-level position as the Company subsequently may assign to the Employee. The Employee shall report to the EVP & COO of PlanetOut Inc. or to such other person as the Company subsequently may determine. The Employee’s duties shall include, but are not limited to, those items set forth in Schedule A of this Agreement, as may be updated, in consultation with the Employee, based on the needs of the Company from time to time.

	a)		Obligations to the Company. During his Employment, the Employee shall devote his full business efforts and time to the Company. During his Employment, the Employee may, during nonworking hours away from the Company’s premises, engage in lawful conduct as an employee, consultant or volunteer for an organization other than the Company (“Other Work”); provided, however, that such Other Work does not include, without limitation, conduct that (i) constitutes a breach of fiduciary duty to the Company, (ii) constitutes a breach of the duty of loyalty to the Company, (iii) constitutes a breach of Employee’s Proprietary Information and Inventions Agreement with the Company, (iv) constitutes a breach of this Agreement, (v) competes with the Company’s business, (vi) assists any person or entity in competing with the Company, (vii) assists any person or entity in preparing to compete with the Company, or (viii) assists any person or entity in hiring away any employees or consultants of the Company. In the event that the Employee engages in Other Work, the Employee must, at least five (5) business days prior to engaging in lawful conduct in business activities other than the Company’s business, or in charitable and political activities not directly associated with the Company during nonworking hours away from the Company’s premises, notify the Company in writing of the Employee’s activity and purpose of activity, name of employer (if any) or organization, position with respect to the activity or the entity and any potential conflict that may arise from that activity, including the number of hours spent engaging in such activity that may or will detract from the business of the Company. The Employee shall comply with the Company’s policies and rules, as they may be in effect from time to time during his Employment.

	b)		No Conflicting Obligations. The Employee represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Employee represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets or other proprietary information or intellectual property in which the Employee or any other person other than the Company, has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person. The Employee represents and warrants to the Company that he has returned all property and confidential information belonging to any prior employer. The Employee agrees to sign the current versions and any future versions of the Company’s various agreements related to confidentiality, inventions and related intellectual matters.

	d)		Commencement Date and Location. The Employee shall officially commence work for the Company on February 28, 2006 (“Commencement Date”) and shall be located in the San Francisco office of the Company.

Cash and Incentive Compensation.

Salary. The Company shall pay the Employee as compensation for his services a base salary at a gross annual rate, excluding incentive bonuses that may be approved by PlanetOut Inc.’s CEO or Board of Directors (the “Board”), of Two Hundred Thousand Dollars ($200,000) from the Commencement Date. Such base salary shall be payable in accordance with the Company’s standard payroll procedures. (The annual base salary specified in this subsection (a), together with any increases in such compensation that the Company may grant from time to time, is referred to in this Agreement as “Base Compensation.”). The Employee will be entitled to receive an evaluation of performance at least once per year. All future changes to compensation will be based on the results of evaluations of the Employee’s performance, whether such evaluations are performed annually, or more frequently as may be initiated by Employee’s senior management.

	b)		Incentive Bonuses. The Employee shall be eligible to be considered for an annual incentive bonus. Such bonus (if any) shall be awarded based on objective or subjective criteria established in advance by the CEO or COO as may be approved by the Board and, after such approval, presented to Employee. The determinations of the Board with respect to such bonus shall be final and binding.

	c)		Performance Bonus Stock. Subject to the approval of the Board, the Company may grant the Employee restricted stock, stock options or other instruments, from time-to-time, covering the shares of the Company’s equity securities. The terms of such grants, options and other equity instruments shall be as determined by the Company’s Board of Directors at the time of any such grant. Such terms shall be provided in writing to the Employee at the time of any such grant. Subject to the approval of the Board of Directors, the Employee will be granted thirty two thousand (32,000) stock options vesting over a period of four (4) years with twenty five percent (25%) vesting at the end of his first year of Employment, then 1/48th per month vesting thereafter, in accordance with the PlanetOut Inc. 2004 Equity Incentive Plan. The exercise price shall be the closing sales price of the Company’s stock on the date of the Employee’s grant as quoted on the Nasdaq SmallCap Market or on such other stock exchange as the Company’s stock may be traded at the time of grant.

4)		Vacation and Employee Benefits. During his Employment, the Employee shall be eligible for paid time off (“PTO”) in accordance with the Company’s standard policy for similarly situated employees, as it may be amended from time to time, with his initial accrual at the rate of twenty five (25) days per complete holiday year, with a maximum accrual of twenty five (25) days or two hundred (200) hours. During his Employment, the Employee shall be eligible to participate in any employee benefit plans maintained by the Company for similarly situated employees, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan based on the terms of the plan and Company policy.

5)		Parking. During the term of this Agreement, but only for so long as the Company, in its reasonable discretion, determines that it is cost-effective, the Company shall pay for a parking space for the Employee’s use in a parking garage close to the San Francisco office.

6)		Business Expenses. During his Employment, the Employee shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder. The Company shall reimburse the Employee for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.

7)		Term of Employment.

	a)		Credit Check. This employment is contingent on the Company receiving a satisfactory consumer credit report concerning credit worthiness, credit standing and credit capacity. When the credit report is conducted, the Company will comply with the federal Fair Credit Reporting Act and applicable state laws, including providing the Employee with any required notices or Forms.

	b)		Basic Rule. The Company agrees to continue the Employee’s Employment, and the Employee agrees to remain in Employment with the Company, from the period commencing on the date of this Agreement until the date when the Employee’s Employment terminates pursuant to subsection (c) or (d) below. The Employee’s Employment with the Company shall be “at will,” meaning that either the Employee or the Company shall be entitled to terminate the Employee’s employment at any time and for any reason, with or without Cause. Any contrary representations that may have been made to the Employee shall be superseded by this Agreement. This Agreement shall constitute the full and complete agreement between the Employee and the Company on the “at will” nature of the Employee’s Employment, which may only be changed in an express written agreement signed by the Employee and a duly authorized officer of the Company.

	c)		Termination. The Company may terminate the Employee’s Employment at any time and for any reason (or no reason), and with or without Cause, by giving the Employee notice in writing. The Employee may terminate his Employment by giving the Company thirty (30) days’ advance notice in writing. The Employee’s Employment shall terminate automatically in the event of his death.

	d)		Rights Upon Termination. Except as expressly provided in Section 7, upon the termination of the Employee’s Employment pursuant to this Section 6, the Employee shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3, 4 and 5 for the period preceding the effective date of the termination. The payments under this Agreement shall fully discharge all responsibilities of the Company to the Employee.

	e)		Termination of Agreement. This Agreement shall terminate when all obligations of the parties hereunder have been satisfied. The termination of this Agreement shall not limit or otherwise affect any of the Employee’s obligations under Section 8.

Termination Benefits.

	a)		General Release. Any other provision of this Agreement notwithstanding, subsections (b) and (c) below shall not apply unless the Employee (i) has executed a reasonable general release (in a form prescribed by the Company) of all known and unknown claims that he may then have against the Company or persons affiliated with the Company, (ii) has, as part of such general release, agreed to a mutual non-disparagement with the Company, and (iii) has agreed not to prosecute any legal action or other proceeding based upon any of such claims.

	b)		Severance Pay.

	i)		If, during the term of this Agreement, the Company terminates the Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than Cause or Permanent Disability, then the Company shall pay the Employee his Base Compensation for a period of three (3) months if such termination occurs within the Employee’s first nine (9) months of Employment or for a period of five (5) months if such termination occurs greater than nine (9) months following the Commencement Date (in either case, the “Base Continuation Period”) and the Company shall pay the Employee two (2) additional month’s Base Compensation if such termination occurs on or after his second year of employment and for each year of service thereafter up to a maximum of nine (9) months’ Base Compensation.

	ii)		If, within sixteen (16) months following a Change of Control (as defined in Part 2(e) of the Planetout Partners, Inc. Performance and Equity Participation (PEP) Plan as adopted on January 22, 2002 (the “PEP Plan”)) and the Company terminates the Employee’s Employment (including through “Constructive Termination” as defined below) for any reason other than Cause or Permanent Disability, then, subject to the “Parachute Payment” provisions of paragraph 5(d) of the PEP Plan (as if such provisions were a full part of this agreement, even if such plan is not in effect at the time of a Change of Control), the Company shall pay the Employee his Base Compensation for a period of six (6) months following the termination of his Employment (the “Change of Control Continuation Period”), if such termination occurs within his first year of employment and the Company shall pay the Employee one (1) additional month’s Base Compensation for each year of service thereafter up to a maximum of nine (9) months’ Base Compensation. Such Base Compensation shall be paid at the rate in effect at the time of the termination of Employment and in accordance with the Company’s standard payroll procedures. The Company shall additionally accelerate the vesting of any outstanding stock options or other equity instruments such that the Employee will become vested in an additional number of shares subject to such stock options or other equity instruments, as if the Employee provided the greater of either (A) another six (6) months of service with the Company or (B) 50% of the remaining unvested shares.

	iii)		Definition of “Constructive Termination.” For all purposes under this Agreement “Constructive Termination” shall mean that the Employee’s resignation within sixty (60) days following (i) any material reduction of Employee’s Base Compensation to which the Employee has not agreed in writing; (ii) any elimination of a material benefit provided to the Employee pursuant to employment with the Company to which the Employee has not agreed in writing unless such material benefit is being eliminated for all Employees in comparable positions or Employee’s class due to a reasonable business need or condition; (iii) the Company’s failure to cure any material breach by it of the terms of this Agreement within a reasonable time following written notice from the Employee to the Company’s Board of Directors. The provisions of subparts (i) through (iii) of this subparagraph b(iii) shall not apply if any Cause (as defined in subsection (d) below) has occurred, and, if curable pursuant to subsection (d), has not been cured within the period of time permitted pursuant to subsection (d).

	iv)		Definition of “Permanent Disability.” For all purposes under this Agreement, “Permanent Disability” shall mean that the Employee, at the time notice is given, has failed to perform his duties under this Agreement for a period of not less than ninety (90) consecutive days (or such longer period as may be required by law) as the result of his incapacity due to physical or mental injury, disability or illness.

	c)		Health Insurance. If subsection (b) above applies, and if the Employee elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the termination of his Employment, then the Company shall pay the Employee’s monthly premium under COBRA until the earliest of (i) the close of the Base Continuation Period, (ii) the expiration of the Employee’s continuation coverage under COBRA or (iii) the date when the Employee receives substantially equivalent health insurance coverage in connection with new employment or self-employment.

	d)		Definition of “Cause.” For all purposes under this Agreement, “Cause” shall mean:

	i)		Any material breach of this Agreement, the Proprietary Information and Inventions Agreement between the Employee and the Company, or any other written agreement between the Employee and the Company, without Employee’s satisfactory and reasonable cure, if curable, within thirty (30) days of Employee’s receipt of written notice from the Company of such failure to comply, provided that such notice by Company to Employee specifies the material breach(es) compliance issues and shall delineate the performance improvements, modifications or action items necessary for Employee to effect a satisfactory and reasonable cure;

	ii)		Any material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employee’s Employment, which adversely impacts any aspect of the business or personnel of the Company without Employee’s satisfactory and reasonable cure, if curable, within thirty (30) days of Employee’s receipt of written notice from the Company of such failure to comply, provided that such notice by Company to Employee shall specify the material failure(s) to comply and delineate the performance improvements, modifications or action items necessary for Employee to effect a satisfactory and reasonable cure;

	iii)		Conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof;

	iv)		Threats or acts of violence or unlawful harassment directed at any present, former or prospective employee, independent contractor, vendor, customer or business partner of the Company or directed to the Company;

	v)		The sale, possession or use of illegal drugs on the premises of the Company or of a customer or business partner of the Company or when engaged in the business of the Company at Company events, Company sponsored events and at any other events, premises and venues at which the Employee is engaged in the business of the Company;

	vi)		Misappropriation of the assets of the Company or other acts of dishonesty;

	vii)		Illegal or unethical business practices;

	viii)		Gross misconduct or gross negligence in the performance of duties assigned to the Employee under this Agreement; or

	ix)		Failure to perform reasonable duties assigned to the Employee under this Agreement without Employee’s satisfactory and reasonable cure, if curable, within sixty (60) days of Employee’s receipt of written notice from the Company of such failure to perform, provided that such notice by Company to Employee shall specify the failure(s) to perform and delineate the performance improvements, modifications or action items necessary for Employee to effect a satisfactory and reasonable cure.

Non-Solicitation and Non-Disclosure.

Non-Solicitation. During the period commencing on the date of this Agreement and continuing until the first anniversary of the date when the Employee’s Employment terminated for any reason, the Employee shall not directly or indirectly, personally or through others, solicit or attempt to solicit (on the Employee’s own behalf or on behalf of any other person or entity) either (i) the employment of any employee of the Company or any of the Company’s affiliates or (ii) the business of any customer of the Company or any customer of any of the Company’s affiliates with whom the Employee had contact during his Employment.

Non-Disclosure. The Employee has entered into a Proprietary Information and Inventions Agreement with the Company, which is incorporated herein by reference.

10)

Successors.

Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which become bound by this Agreement.

Employee’s Successors. This Agreement and all rights of the Employee hereunder shall inure to the benefit of, and be enforceable by, the Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.

11)

Miscellaneous Provisions.

	a)		Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

	b)		Modifications and Waivers. No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Employee and by an authorized officer of the Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

			Whole Agreement. This Agreement supersedes any previous offer letters and employment agreements. No other agreements, representations or understandings (whether oral or written and whether express or implied), which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement and the Proprietary Information and Inventions Agreement contain the entire understanding of the parties with respect to the subject matter hereof.

	c)		Withholding Taxes. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law.

	d)		Choice of Law and Severability. This Agreement is executed by the parties in the State of California and shall be interpreted in accordance with the laws of such State (except its provisions governing the choice of law). If any provision of this Agreement becomes or is deemed invalid, illegal or unenforceable in any jurisdiction by reason of the scope, extent or duration of its coverage, then such provision shall be deemed amended to the extent necessary to conform to applicable law so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, then such provision shall be stricken and the remainder of this Agreement shall continue in full force and effect. Should there ever occur any conflict between any provision contained in this Agreement and any present or future statute, law, ordinance or regulation contrary to which the parties have no legal right to contract, then the latter shall prevail but the provision of this Agreement affected thereby shall be curtailed and limited only to the extent necessary to bring it into compliance with applicable law. All the other terms and provisions of this Agreement shall continue in full force and effect without impairment or limitation.

	e)		Arbitration. Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or the Employee’s Employment or the termination thereof, shall be settled in San Francisco, CA, by arbitration before a single arbitrator in accordance with the Employment Arbitration Rules and Procedures of the Judicial Arbitration and Mediation Services. The decision of the arbitrator shall be final and binding on the parties, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties hereby agree that the arbitrator shall be empowered to enter an equitable decree mandating specific enforcement of the terms of this Agreement. The Company and the Employee shall share equally all fees and expenses of the arbitrator.

	f)		No Assignment. This Agreement and all rights and obligations of the Employee hereunder are personal to the Employee and may not be transferred or assigned by the Employee at any time. The Company may assign its rights under this Agreement to any entity that assumes the Company’s obligations hereunder in connection with any sale or transfer of all or a substantial portion of the Company’s assets to such entity.

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.



	By:	/s/ Daniel J. Miller
		Daniel J. Miller


	PLANETOUT INC.
	By:	/s/ Jeffrey T. Soukup
		Jeffrey T. Soukup
		EVP & COO

Schedule A

EMPLOYEE DUTIES

Position and Structure:

	•		Chief Financial Officer

	•		Reporting to the EVP and COO

Position Overview

	•		Senior Management — you will serve as a key member of the Company’s senior management team providing leadership and direction to support the growth of the business globally.

	•		Accounting — you will ensure the accurate and timely development of the Company’s accounts and financials statements in accordance with generally accepted accounting principals (GAAP). You will manage the corporate and divisional controllers who oversee the global accounting staff. And you will interact with the Board Audit Committee and outside auditors.

	•		Financial Planning & Analysis — you will oversee the development, analysis and maintenance of the corporate and divisional budgets, results of operations, and forecasts.

	•		Controls — you will oversee the development, implementation, and maintenance of the company-wide internal financial controls consistent with Company policies and procedures and with the requirements of the Sarbanes-Oxley Act, among other regulatory guidelines.

	•		Reporting & Compliance — you will oversee the preparation and filing of the Company’s financial reports and analyses as required by the Board, management, and regulations. You will also guide and oversee the development and maintenance of the Company’s financial reporting and information systems.

	•		Treasury — you will guide and oversee the Company’s investments and investment strategy consistent with Company policies and procedures.

	•		Investor Relations — you will be a primary point person on, and may lead, aspects of corporate investor relations.

	•		Taxes — you will ensure the accurate and timely preparation and filing of all appropriate federal and state, US and international taxes.

	•		Other Responsibilities — you will guide and oversee various other functions as assigned by the COO.