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Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), effective as
of May 16, 2007, is entered into by and between Spark Networks
plc, a company organized under the laws of England and Wales (the
"Company"), with its principal office at 8383 Wilshire Boulevard,
Suite 800, Beverly Hills, California 90211, and Gregory J.
Franchina, an individual residing at the address set forth in the
records of the Company (the "Executive").
In consideration of the promises and the respective covenants
and agreements of the parties herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Employment :
The Company hereby agrees to employ Executive, and Executive
hereby agrees to serve the Company, on the terms and conditions set
forth herein.
2. Term :
The employment of Executive by the Company as provided in
paragraph 1 will commence on the "Commencement Date," defined as
June 1, 2007, and will continue indefinitely, subject to the
termination provisions as set forth in paragraph 5.
3. Position and Duties :
Executive shall serve as Chief Information Officer and shall
report directly to the CEO of the Company. The Executive shall be
located in the Company’s Beverly Hills, CA office and the
Executive shall have such duties and responsibilities as are
commensurate with his position, and any reasonable and appropriate
additional responsibilities and authority as may be from time to
time assigned to Executive by the Company. Executive shall devote
substantially all his working time and efforts to the business
affairs of the Company, provided that, notwithstanding the
foregoing, Executive may (i) make and manage personal business
investments of his choice subject to the Company’s Code of
Business Conduct and Ethics and disclosure requirements under
applicable law, (ii) serve as a director of any business
enterprise with the prior written consent of the Company’s
CEO, which consent shall not be unreasonably withheld, and
(iii) serve in any capacity with any civic, educational,
religious or charitable organization, or any governmental entity or
trade association provided such activity does not affect
Executive’s ability to perform his role. From time to time
the Company may assign the Executive to work in other departments
of the Company, or for a subsidiary, affiliated, or holding
company, in a materially similar position with materially similar
duties and responsibilities.
4. Compensation and Related Matters :
(a) Salary : The Company shall pay to Executive an
annual salary at a rate of not less than $231,000 per year (the
"Base Salary"), paid in accordance with the Company’s regular
and normal payroll practices and withholdings. The Executive will
be entitled to annual bonuses and salary increase reviews in
accordance with the normal customs and practices of the
Company.
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(b) Performance Bonus: Executive shall be
eligible for an annual bonus based on the calendar year performance
of the Company and the Executive (the "Performance Bonus"). The
target amount of the bonus shall be $125,000 and shall be
determined based on the Company’s calendar year revenue, a
measure of the Company’s calendar year profits such as
earnings before interest, taxes, depreciation and amortization
("EBITDA") or adjusted EBITDA, and a discretionary component. With
the exception of the fiscal year ending December 31, 2007, the
Performance Bonus shall be based on a 12-month "Performance Period"
beginning on January 1 and ending on December 31 of each
fiscal year during the Term of employment. The Performance Period
for the fiscal year ending December 31, 2007 shall begin on
the Commencement Date. The exact formula for the bonus for 2007
will be determined by the Company and presented to the Executive as
soon as reasonably practicable, and the actual amount earned by the
Executive shall be pro-rated for the Executive’s actual
employment in 2007. To be eligible for the Performance Bonus, the
Executive must maintain continuous employment with the Company
throughout the Performance Period and through the date of the
Performance Bonus payment (unless the Agreement is terminated by
the Company without Cause or by the Executive for Good Reason after
the Performance Period has been completed, but before payment of
the Performance Bonus, in which case the Executive will receive the
Performance Bonus payment on the date Company makes such payment).
Payment of the Performance Bonus shall be made at the
Company’s discretion following the completion of the annual
audited financial statements, but in no event later than six
(6) months from the last day of each performance period,
provided Executive has maintained continuous employment with the
Company through such date (unless the Agreement is terminated by
the Company without Cause or by the Executive for Good Reason after
the Performance Period has been completed, but before payment of
the Performance Bonus, in which case the Executive will receive the
Performance Bonus payment on the date Company makes such payment).
If Executive has remained continuously employed by the Company on
the date of the Performance Bonus payment, or on the date on which
a Performance Bonus would have been paid for 2007, he shall receive
a minimum bonus payment of $15,000 for 2007, notwithstanding any
additional amounts earned due to performance or at the discretion
of the Company. In the event the Company fails to determine a
formula for the Performance Bonus prior to 60 days after the start
of the Performance Period, the Executive will earn the pro rata
share of the bonus between the start of the Performance Period and
the date upon which the formula is determined by the Company and
presented to the Executive.
(c) Vacation : In addition to legal holidays
observed by the Company, Executive shall be entitled to fifteen
(15) days of paid vacation per year (which is equivalent to
seventeen (17) days of paid-time-off ("PTO") under the
Company’s current PTO policy), subject to the applicable
maximum cap on accrual and other standard vacation policies of the
Company. The Company may grant Executive advances against future
vacation accruals at Executive’s request. Upon termination of
Employment, unused vacation days will be paid out to Executive on
the date of termination based on the accrued amount of vacation
compensation due to Executive.
(d) Expenses : During the term of Executive’s
employment hereunder, Executive shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred by Executive in
performing services hereunder, including all expenses for travel
and living expenses
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while away from home on business or at the
request of and in the service of the Company, provided that such
expenses are incurred and accounted for in accordance with the
policies and procedures established by the Company. For the
avoidance of doubt, Executive shall be reimbursed for cell phone
usage and monthly broadband access fees to enable him to
effectively manage and monitor the company’s
systems.
(e) Health, and Other Benefits : The Company shall
keep in full force and effect, and Executive shall be entitled to
continue to participate in, all of the Company’s Executive
benefit plans or arrangements, including without limitation health
insurance, providing Executive and his immediate family with at
least equal benefits thereunder. The Company shall not make any
changes in such plans and arrangements which would adversely affect
Executive’s rights or benefits thereunder, unless such change
occurs pursuant to a program applicable to all Executives of the
Company and does not result in a proportionately greater reduction
in the rights of or benefits to Executive as compared with any
other Executives of the Company.
(f) Options : On the Commencement Date, the Company
shall issue to Executive options to purchase 275,000 of the
Company’s ordinary shares (the "Options"). The exercise price
per share of the Options will be equal to the fair market value per
share, as quoted on the Frankfurt Stock Exchange, on the
Commencement Date. Twenty-five percent (25%) of the Options
shall vest and become exercisable on the first anniversary of the
Commencement Date and thereafter six-and-a-quarter percent
(6.25%) of the Options shall vest and become exercisable at
the end of each three-month period following such date, such that
all of the Options shall be vested and exercisable as of the fourth
anniversary of the Commencement Date. In addition, the Options will
contain a "Change of Control Provision" whereby all unvested
Options will vest if any person acquires a vested interest in more
than 50% of the Company’s shares (except in the case of a
scheme of arrangement ("Scheme") pursuant to Section 425 of
the Companies Act
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