Exhibit 10.31
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, effective as
of January 1, 2009, by and between Sohu.com Inc., a Delaware
corporation, and Charles Zhang, an individual (the “
Employee ”).
1. Definitions . Capitalized
terms used herein and not otherwise defined in the text below will
have the meanings ascribed thereto on Annex 1 .
2. Employment; Duties
.
(a) The Company agrees to employ the
Employee in the capacity and with such responsibilities as are
generally set forth on Annex 2 .
(b) The Employee hereby agrees to
devote his or her full time and best efforts in such capacities as
are set forth on Annex 2 on the terms and conditions set
forth herein. Notwithstanding the foregoing, the Employee may
engage in other activities, such as activities involving
professional, charitable, educational, religious and similar types
of organizations, provided that the Employee complies with the
Employee Non-competition, Non-solicitation, Confidential
Information and Work Product Agreement attached hereto as Annex
3 (the “ Employee Obligations Agreement ”)
and such other activities do not interfere with or prohibit the
performance of the Employee’s duties under this Agreement, or
conflict in any material way with the business of the Company or of
its subsidiaries and affiliates.
(c) The Employee will use best
efforts during the Term to ensure that the Company’s business
and those of its subsidiaries and affiliates are conducted in
accordance with all applicable laws and regulations of all
jurisdictions in which such businesses are conducted.
3. Compensation .
(a) Base Annual Income .
During the Term, the Company will pay the Employee an annual base
salary as set forth on Annex 2 , payable monthly pursuant to
the Company’s normal payroll practices.
(b) Discretionary Bonus .
During the Term, the Company, in its sole discretion, may award to
the Employee an annual bonus based on the Employee’s
performance and other factors deemed relevant by the
Company’s Board of Directors.
(c) Stock Options . The
Employee will be eligible to participate in any stock option or
other incentive programs available to officers or employees of the
Company.
(d) Reimbursement of Expenses
. The Company will reimburse the Employee for reasonable expenses
incurred by the Employee in the course of, and necessary in
connection with, the performance by the Employee of his duties to
the Company, provided that such expenses are substantiated in
accordance with the Company’s policies.
4. Other Employee Benefits
.
(a) Vacation; Sick Leave .
The Employee will be entitled to such number of weeks of paid
vacation each year as are set forth on Annex 2 , the taking
of which must be in accordance with the Company’s standard
vacation policy. Unless otherwise approved by the Company’s
Board of Directors, vacation that is not used in a particular year
may only be carried forward to subsequent years in accordance with
the Company’s policies in effect from time to time. The
Employee will be eligible for sick leave in accordance with the
Company’s policies in effect from time to time.
(b) Healthcare Plan . The
Company will arrange for membership in the Company’s group
healthcare plan for the Employee, the Employee’s spouse and
the Employee’s children under 18 years old, in accordance
with the Company’s standard policies from time to time with
respect to health insurance and in accordance with the rules
established for individual participation in such plan and under
applicable law.
(c) Life and Disability
Insurance . The Company will provide term life and disability
insurance payable to the Employee, in each case in an amount up to
a maximum of one times the Employee’s base salary in effect
from time to time, provided however, that such amount will be
reduced by the amount of any life insurance or death or disability
benefit coverage, as applicable, that is provided to the Employee
under any other benefit plans or arrangements of the Company. Such
policies will be in accordance with the Company’s standard
policies from time to time with respect to such insurance and the
rules established for individual participation in such plans and
under applicable law.
(d) Other Benefits . Pursuant
to the Company’s policies in effect from time to time and the
applicable plan rules, the Employee will be eligible to participate
in the other employee benefit plans of general application, which
may include, without limitation, housing allowance or
reimbursement, tuition fees for the Employee’s children at an
international level school and tax equalization and which, in any
event, shall include the benefits at the levels set forth on
Annex 2 .
5. Certain Representations,
Warranties and Covenants of the Employee .
(a) Related Company Positions
. The Employee agrees that the Employee and members of the
Employee’s immediate family will not have any financial
interest directly or indirectly (including through any entity in
which the Employee or any member of the Employee’s immediate
family has a position or financial interest) in any transactions
with the Company or any subsidiaries or affiliates thereof unless
all such transactions, prior to being entered into, have been
disclosed to the Board of Directors and approved by a majority of
the independent members of the Board of Directors and comply with
all other Company policies and applicable law as may be in effect
from time to time. The Employee also agrees that he or she
will inform the Board of Directors of the Company of any
transactions involving the Company or any of its subsidiaries or
affiliates in which senior officers, including but not limited to
the Employee, or their immediate family members have a financial
interest.
(b) Discounts, Rebates or
Commissions . Unless expressly permitted by written policies
and procedures of the Company in effect from time to time that may
be applicable to the Employee, neither the Employee nor any
immediate family member
will be entitled to receive or obtain directly
or indirectly any discount, rebate or commission in respect of any
sale or purchase of goods or services effected or other business
transacted (whether or not by the Employee) by or on behalf of the
Company or any of its subsidiaries or affiliates, and if the
Employee or any immediate family member (or any firm or company in
which the Employee or any immediate family member is interested)
obtains any such discount, rebate or commission, the Employee will
pay to the Company an amount equal to the amount so received (or
the proportionate amount received by any such firm or company to
the extent of the Employee’s or family member’s
interest therein).
6. Term; Termination
.
(a) Unless sooner terminated
pursuant to the provisions of this Section 6, the term of this
Agreement (the “ Term ”) will commence on the
date hereof and end on December 31, 2011.
(b) Voluntary Termination by the
Employee . Notwithstanding anything herein to the contrary, the
Employee may voluntarily Terminate this Agreement by providing the
Company with ninety (90) days’ advance written notice
(“ Voluntary Termination ”), in which case, the
Employee will not be entitled to receive payment of any severance
benefits or other amounts by reason of the Termination other than
accrued salary and vacation through the date of the Termination.
The Employee’s right to all other benefits will terminate as
of the date of Termination, other than any continuation required by
applicable law. Without limiting the foregoing, if, in connection
with a Change in Control, the surviving entity or successor to
Sohu’s business offers the Employee employment on
substantially equivalent terms to those set forth in this Agreement
and such offer is not accepted by the Employee, the refusal by the
Employee to accept such offer and the subsequent termination of the
Employee’s employment by the Company shall be deemed to be a
voluntary termination of employment by the Employee and shall not
be treated as a termination by the Company without
Cause.
(c) Termination by the Company
for Cause . Notwithstanding anything herein to the contrary,
the Company may Terminate this Agreement for Cause by written
notice to the Employee, effective immediately upon the delivery of
such notice. In such case, the Employee will not be entitled to
receive payment of any severance benefits or other amounts by
reason of the Termination other than accrued salary and vacation
through the date of the Termination. The Employee’s right to
all other benefits will terminate, other than any continuation
required by applicable law.
(d) Termination by the Employee
with Good Reason or Termination by the Company without Cause .
Notwithstanding anything herein to the contrary, the Employee may
Terminate this Agreement for Good Reason, and the Company may
Terminate this Agreement without Cause, in either case upon thirty
(30) days’ advance written notice by the party
Terminating this Agreement to the other party and the Termination
shall be effective as of the expiration of such thirty
(30) day period. If the Employee Terminates with Good Reason
or the Company Terminates without Cause, the Employee will be
entitled to continue to receive payment of severance benefits equal
to the Employee’s monthly base salary in effect on the date
of Termination for the shorter of (i) six (6) months and
(i
