Exhibit 10.1
CNET NETWORKS,
INC.
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“ Agreement ”) is effective as of
December 20, 2006 (the “ Effective Date ”),
by and between Neil Ashe (“ Executive ”) and
CNET Networks, Inc., a Delaware corporation (the “
Company ”). Certain capitalized terms used in this
Agreement are defined in Section 6 below.
RECITALS
WHEREAS, the Company desires to employ Executive to
provide personal services to the Company, and wishes to provide
Executive with certain compensation and benefits in return for
Executive’s services; and
WHEREAS, Executive wishes to be employed by the Company
and provide personal services to the Company in return for certain
compensation and benefits.
AGREEMENT
NOW, THEREFORE,
in consideration of the mutual
promises and agreements contained herein, the parties hereby agree
as follows:
1. Duties .
(a) Position .
Executive shall be employed as Chief Executive Officer of the
Company. In such capacity he shall have overall responsibility for
the management of the Company and report to and be subject to the
direction and control of the Company’s Board of Directors.
Executive has been appointed as a Class I member of the
Company’s Board of Directors (the “ Board
”).
(b) Obligations to the
Company . Executive agrees to the best of his ability and
experience that he will at all times loyally and conscientiously
perform all of the duties and obligations required of and from
Executive pursuant to the express and implicit terms hereof. During
the term of Executive’s employment relationship with the
Company, Executive further agrees that he will devote all of his
business time and attention to the business of the Company. Nothing
in this Agreement will prevent Executive from accepting speaking or
presentation engagements in exchange for honoraria or from serving
on boards of charitable organizations so
long as such engagements do not interfere with Executive’s
ability to fulfill his obligations under this Agreement. To the
extent consistent with the terms of this Agreement, Executive will
comply with and be bound by the Company’s (including the
Board’s) operating policies, procedures and practices from
time to time in effect during the term of Executive’s
employment.
2. At-Will Employment
. The Company and Executive acknowledge that Executive’s
employment is and shall continue to be at-will, as defined under
applicable law, and that Executive’s employment with the
Company may be terminated by either party at any time for any or no
reason. If Executive’s employment terminates for any reason,
Executive shall not be entitled to any severance payments, benefits
or compensation other than as provided in this
Agreement; provided, however, that nothing
herein shall be deemed a release of liability for acts or omissions
occurring after the Effective Date. The rights and duties created
by this Section 2 may not be modified in any way except by a
written agreement executed by the Board and Executive.
3. Compensation . For
the duties and services to be performed by Executive hereunder, the
Company shall pay Executive, and Executive agrees to accept, the
compensation described below in this Section 3.
(a) Salary . Executive
shall receive an annual salary of five hundred thousand dollars
(U.S.) ($500,000) (the “ Base Salary ”).
Executive’s Base Salary will be payable pursuant to the
Company’s normal payroll practices. Notwithstanding the
foregoing, the Board shall be entitled to increase or decrease
Executive’s Base Salary from time to time.
(b) Annual Bonus . In
addition to the Base Salary, Executive will be eligible for an
annual performance bonus, in an amount of up to $400,000 to be
payable upon achievement of 100% of the performance goals and
objectives to be determined by the Board in its discretion
following discussion with Executive (the “ Annual
Bonus ”) which, unless otherwise provided by this
Agreement or determined by the Compensation Committee of the Board,
shall be payable in accordance with the terms of the
Company’s 2006 Incentive Plan or a successor plan thereto.
Notwithstanding the foregoing, the Board shall be entitled to
increase or decrease Executive’s maximum annual performance
bonus opportunity from time to time.
(d) Stock Options .
Effective October 17, 2006, Executive was granted
non-qualified stock options to purchase one million five hundred
thousand (1,500,000) shares of the Company’s common
stock at a per share exercise price equal to the fair market value
of the Company’s common stock on the date of grant of such
stock options. The term of such stock options is ten
(10) years, subject to earlier expiration in the event of the
termination of Executive’s service with the Company. The
stock options shall vest and become exercisable as to twenty-five
percent (25%) of the shares subject thereto upon
Executive’s completion of one year of service measured from
October 10, 2006, and with respect to 1/48
th
of the aggregate stock
option shares in substantially equal monthly installments
thereafter. Notwithstanding the foregoing, a portion of the shares
subject to such stock options may vest on an accelerated basis
pursuant to Section 5(b) below. Except as provided herein,
such stock options will be subject to the provisions of the 2004
CNET Networks, Inc. Stock Incentive Plan and the applicable form of
stock option agreement thereunder (the “ Plan
Documents ”). With respect to any options granted by the
Company to Executive in his capacity as Chief Executive Officer
after the date hereof, Section 3(a)(iii) (Exercise of Stock
Options) of the Company’s form Stock Option Agreement For
Executive Committee Member shall provide for a one-year
post-termination exercise period in place of a 90-day
post-termination exercise period.
(e) Additional Benefits
. Executive shall be eligible to participate in the
Company’s employee benefit plans of general application,
including without limitation, those plans covering medical,
disability and life insurance in accordance with the rules
established for individual participation in any such plan and under
applicable law. Executive shall be eligible for vacation and sick
leave in accordance with the policies in effect during the term of
this Agreement and will receive such other benefits as the Company
generally provides to its other executive officers.
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4. Termination of
Agreement .
(a) Termination . This
Agreement may be terminated upon the occurrence of any of the
following events:
(i) The Company’s termination
of Executive for Cause (as defined in Section 6 below)
(“ Termination for Cause ”);
(ii) The Company’s termination
of Executive without Cause (as defined in Section 6 below),
which determination may be made by the Company at any time at the
Company’s sole discretion, for any or no reason (“
Termination Without Cause ”);
(iii) The delivery of a written
notice sent to the Company from Executive stating that Executive is
electing to terminate his employment with the Company with Good
Reason (as defined in Section 6 below) (“ Termination
for Good Reason ”); or
(iv) The delivery of a written
notice sent to the Company from Executive stating that Executive is
electing to terminate his employment with the Company without Good
Reason or the occurrence of Executive’s death or
Disability.
(b) Notice of Termination
. Any purported termination of Executive’s employment by
the Company or by Executive (other than termination due to
Executive’s death, which shall terminate Executive’s
employment automatically) shall be communicated by a written Notice
of Termination to the other party hereto in accordance with
Section 13(c). For purposes of this Agreement, “
Notice of Termination ” shall mean a notice that shall
indicate the specific termination provision in this Agreement (if
any) relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so
indicated.
(c) Date of Termination
. For purposes of this Agreement, “ Date of
Termination ” shall mean (i) if Executive’s
employment is terminated due to Executive’s death, the date
of Executive’s death; or (ii) if Executive’s
employment terminates for any reason other than death, the date
specified in the Notice of Termination.
(d) Board of Directors
. Upon the Date of Termination, Executive shall immediately
resign from the Board of Directors of the Company and the board of
directors or comparable body of every subsidiary, parent or other
affiliated corporation of the Company, and every committee
thereof.
5. Severance Benefits
. Executive shall be entitled to receive severance benefits
upon termination of employment only as set forth in this
Section 5:
(a) Payments on Termination
Without Cause or Termination for Good Reason . If
Executive’s employment with the Company terminates as a
result of a Termination Without Cause or in the event Executive
resigns from employment in a Termination for Good Reason, Executive
will be entitled to receive the following severance and other
benefits:
(i) Accrued Base Salary
. The Company shall pay to Executive his full earned but unpaid
Base Salary through the Date of Termination. In addition the
Company shall pay to Executive all other amounts to which Executive
is entitled under any compensation plan or practice of the Company
on the Date of Termination, including payments as to accrued but
unused vacation.
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(ii) Severance Pay Based on
Base Salary and Bonus . Provided that Executive first
provides the Company with and does not revoke an executed and
effective release of claims arising under this Agreement in form
and substance acceptable to the Company and complies with his
obligations under Section 4(d) of this Agreement, the Company
shall pay to Executive in a single lump sum twelve (12) months
of his Base Salary at the rate in effect immediately prior to
delivery of the Notice of Termination plus a pro rata portion of
Executive’s Annual Bonus for the year in which Executive
terminates employment based on the number of completed days of such
year prior to the Date of Termination and determined assuming all
applicable performance targets are attained at the 100%
level.
(b) Special Option
Acceleration upon Termination Without Cause or Termination for Good
Reason following a Change in Control . In the event of
Executive’s Termination Without Cause or in the event
Executive resigns from employment in a Termination for Good Reason,
in either case within the twelve month period commencing on the
consummation of a Change in Control, then in addition to any other
benefits to which Executive may be entitled under
Section 5(a) above and provided that Executive first
provides the Company with and does not revoke an executed and
effective release of claims arising under this Agreement in form
and substance acceptable to the Company and complies with his
obligations under Section 4(d) of this Agreement, Executive
shall immediately become vested with respect to 100% of the options
to purchase the Company’s capital stock that Executive then
holds (including the options referenced in Section 3(d) and
any other options to purchase the Company’s capital stock
then held by Executive), effective on the Date of Termination.
Notwithstanding the foregoing, Executive may, in his discretion,
reject such immediate vesting and/or surrender vested options to
the extent such vesting, together with any other payments in which
Executive may become entitled in connection with such Change of
Control, could result in the imposition of an excise tax under
Sections 280G and 4999 of the Internal Revenue Code of 1986, as
amended (the “ Code ”). Prior to making any
payment or accelerating any option vesting pursuant to
Section 5(a) or Section 5(b) on or following the date of
the consummation of a Change of Control, the Company shall perform
all necessary calculations to determine whether the provisions of
Section 5(a) and/or 5(b) might trigger any excise tax payable
by Executive pursuant to Sections 280G and 4999 of the
Code.
(c) Death, Disability;
Termination for Cause . If Executive’s employment
with the Company is terminated as a result of Executive’s
death or Disability or as a result of Executive’s election to
terminate his employment for any reason (other than a Termination
for Good Reason) or in the event of Executive’s Termination
for Cause, then Executive shall not be entitled to receive payment
of any severance or other benefits described in this
Section 5. Executive will receive payment(s) for all earned
but unpaid Base Salary and unpaid vacation accrued as of the Date
of Termination plus all other amounts to which Executive is
entitled under any compensation plan or practice of the Company in
effect on the Date of Termination.
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(d) No Mitigation .
Executive shall not be required to mitigate the amount of any
payment provided for in this Section 5 by seeking other
employment or otherwise, nor shall the amount of any payment or
benefit provided for in this Section 5 be reduced by any
compensation earned by Executive as the result of employment by
another employer or self-employment, by retirement benefits, by
offset against any amounts (other than loans or advances to
Executive by the Company) claimed to be owed by Executive to the
Company, or otherwise.
6. Definition of Terms
. The following terms referred
