Exhibit
10.1
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, effective as
of January 1, 2006, 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 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.
-1-
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
-2-
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, 2008.
(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)
-3-
months and (ii) the remainder of the Term
of this Agreement (the “ Severance Period ”),
provided that the Employee complies with the Employee Obligations
Agreement during the Severance Period and executes a release
agreement in the form requested by the Company at the time of such
Termination that releases the Company from any and all claims
arising from or related to the employment relationship and/or such
Termination. Such payments will be made ratably over the Severance
Period according to the Company’s standard payroll schedule.
The Employee will also receive payment of the bonus for the
remainder of the year of the Termination, but only to the extent
that the bonus would have been earned had the Employee continued in
employment through the end of such year, as determined in good
faith by the Company’s, Board of Directors or its
Compensation Committee based on the specific corporate and
individual performance targets established for such fiscal year,
and only to the extent that bonuses are paid for such fiscal year
to other similarly situated employees. Health insurance benefits
with the same coverage provided to the Employee prior to the
Termination (e.g., medical, dental, optical, mental health) and in
all other material respects comparable to those in place
immediately prior to the Termination will be provided at the
Company’s expense during the Severance Period. The Company
will also continue to carry the Employee on its Directors and
Officers insurance policy for six (6) years following the Date
of Termination at the Company’s expense with respect to
insurable events which occurred during the Employee’s term as
a director or officer of the Company, with such coverage being at
least comparable to that in effect immediately prior to the
Termination Date; provided, however, that (i) such terms,
conditions and exceptions will not be, in the aggregate, materially
less favorable to the Employee than those in effect on the
Termination Date and (ii) if the aggregate annual premiums for
such insurance at any time during such period exceed two hundred
percent (200%) of the per annum rate of premium currently paid
by the Company for such insurance, then the Company will provide
the maximum coverage that will then be available at an annual
premium equal to two hundred percent (200%) of such
rate.
(e) Termination by Reason of
Death or Disability . A Termination of the Employee’s
employment by reason of death or Disability shall not be deemed to
be a Termination by the Company (for or without Cause) or by the
Employee (for or without Good Reason). In the event that the
Employee’s employment with the Company Terminates as a result
of the Employee’s death or Disability, the Employee or the
Employee’s estate or representative, as applicable, will
receive all accrued salary and accrued vacation as of the date of
the Employee’s death or Disability and any other benefits
payable under the Company’s then existing benefit plans and
policies in accordance with such plans and policies in effect on
the date of death or Disability and in accordance with applicable
law. In addition, the Employee or the Employee’s estate or
representative, as applicable, will receive the bonus for the year
in which the death or Disability occurs to the extent that a bonus
would have been earned had the Employee continued in employment
through the end of such year, as determined in good faith by the
Company’s, Board of Directors or its Compensation Committee
based on the specific corporate and individual performance targets
established for such fiscal year, and only to the extent that
bonuses are paid for such fiscal year to other similarly situated
employees.
(f) Misconduct After Termination
of Employment . Notwithstanding the foregoing or anything
herein the contrary, if the Employee after the termination of his
employment violates or fails to fully comply with the Employee
Obligations Agreement,
-4-
thereafter (1) the Employee shall not be
entitled to any payments from the Company, (2) any insurance
or other benefits that have continued shall terminate immediately,
(3) the Employee shall promptly reimburse to the Company all
amounts that have been paid to the Employee pursuant to this
Section 6; and (4) if the Employee would not, in the
absence of such violation or failure to comply, have been entitled
to severance payments from the Company equal to at least six
(6) months’ base salary, pay to the Company an amount
equal to the difference between six (6) months’ base
salary and the amount of severance pay measured by base salary
reimbursed to the Company by the Employee pursuant to clause 3 of
this sentence.
7. Option-Related Provisions
.
(a) Termination by the Company
Without Cause after a Change in Control . If Company Terminates
this Agreement without Cause within twelve (12) months
following a Change in Control, the vesting and exercisability of
each of the Employee’s outstanding stock options or other
stock-based incentive awards (“ Awards ”) will
accelerate such that the Award will become fully vested and
exercisable upon the effectiveness of the Termination, and any
repurchase right of the Company with respect to shares of stock
issued upon exercise of the Award will completely lapse, in each
case subject to paragraph (c) below (“ Forfeiture of
Options for Misconduct ”).
(b) Termination other than by the
Company Without Cause after a Change in Control . If the
Employee’s employment with the Company Terminates for any
reason, unless the Company Terminates this Agreement without Cause
within twelve (12) months following a Change in Control, the
vesting and exercisability of each of the Employee’s
outstanding Awards shall cease upon the effectiveness of the
Termination, such that any unvested Award shall be
cancelled.
(c) Forfeiture of Options for
Misconduct . If the Employee fails to comply with the terms of
this Agreement, the Employee Obligations Agreement, or the written
policies and procedures of the Company, as the same may be amended
from time to time, or acts against the specific instructions of the
Board of Directors of the Company or if this Agreement is
terminated by the Company for Cause (each a “ Penalty
Breach ”), the Employee will forfeit any Awards that have
been granted to him or to which the Employee may be entitled,
whether the same are then vested or not, and the same shall
thereafter not be exercisable at all, and all shares of common
stock of the Company, if any, purchased by the Employee pursuant to
the exercise of Awards and still then owned by the Employee may be
repurchased by the Company, at its sole discretion, at the price
paid by the Employee for such shares of common stock. The terms of
all outstanding option grants are hereby amended to conform with
this provision.
8. Employee Obligations
Agreement . By signing this Agreement, the Employee hereby
agrees to execute and deliver to the Company the Employee
Obligations Agreement, and such execution and delivery shall be a
condition to the Employee’s entitlement to his rights under
this Agreement.
9. Governing Law . This
Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Delaware if the dispute is
resolved therein, and in accordance with the laws of the
People’s Republic of China (“ China ”) if
the dispute is resolved therein or in any other jurisdiction other
than the State of
-5-
Delaware, in each case exclusive of such
jurisdiction’s principles of conflicts of law. If, under the
applicable law, any portion of this Agreement is at any time deemed
to be in conflict with any applicable statute, rule, regulation or
ordinance, such portion will be deemed to be modified or altered to
conform thereto or, if that is not possible, to be omitted from
this Agreement; the invalidity of any such portion will not affect
the force, effect and validity of the remaining portion
hereof.
10. Notices . All notices,
requests and other communications under this Agreement will be in
writing (including facsimile or similar writing and express mail or
courier delivery or in person delivery, but excluding ordinary mail
delivery) and will be given to the address stated below:
|
|
(a)
|
if to the
Employee, to the
|