Exhibit 10.2
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is made and entered into effective as of
July 20, 2009 (the “Effective Date”), by
and between Alesia Pinney (“Employee”) and
InfoSpace, Inc. (the “Company”).
In consideration of the mutual
covenants herein contained, the employment of Employee by the
Company, and other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Certain Definitions
.
(a) “ Cause ”.
For these purposes, “Cause” means (i) any act of
criminal or fraudulent misconduct taken by Employee in connection
with Employee’s responsibilities as an employee of the
Company which is intended to result in Employee’s personal
enrichment, (ii) Employee’s conviction of a felony,
(iii) breach of a fiduciary duty owed by Employee to the
Company or its stockholders, or (iv) continued material
violations by Employee of Employee’s employment obligations
to the Company after Employee has been given adequate written
notice of such noncompliance and Employee has had a minimum of
sixty (60) days to cure such noncompliance.
(b) “ Change of Control
”. For purposes of this Agreement, a “Change of
Control” is defined as the occurrence of any of the
following:
(i) Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company
representing 50% or more of the total voting power represented by
the Company’s then outstanding voting securities;
(ii) Any merger or consolidation of
the Company with any other corporation that has been approved by
the stockholders of the Company, other than a merger or
consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted
into voting securities of the surviving entity) more than fifty
percent (50%) of the total voting power represented by the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the
stockholders of the Company approve a plan of complete liquidation
of the Company;
(iii) Any sale or disposition by the
Company, in one transaction or a series of related transactions, of
all or substantially all the Company’s assets; or
(iv) A change in the composition of
the Company’s Board of Directors (the “Board”)
occurring within a two-year period, as a result of which fewer than
a majority of the directors are Incumbent Directors. An
“Incumbent Director” is defined as a director who
either (A) is a director of the Company as of the Effective
Date, or (B) is elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the
Incumbent Directors at the time of such election or nomination. For
purposes of the preceding, individuals who are elected pursuant to
clause (B) also shall be considered Incumbent
Directors.
(c) “ Disability
”. For purposes of this Agreement, “Disability”
is defined as Employee’s inability to perform his employment
duties to the Company hereunder for 180 days (in the aggregate) in
any one-year period as determined by an independent physician
selected by the Company.
(d) “ Good Reason
”. For purposes of this Agreement, “Good Reason”
is defined as the occurrence of any of the following without
Employee’s express prior written consent: (i) a
significant change of or to Employee’s duties, position,
responsibilities, title or reporting relationship (other than
pursuant to a promotion); (ii) a substantial reduction, unless
such reduction is nondiscriminatory as to Employee, of the
facilities and perquisites available to Employee; (iii) a
reduction by the Company of Employee’s base salary or a
reduction or other material change to Employee’s incentive
bonus inconsistent with the provisions of Section 5(b) below;
(iv) a material reduction by the Company in the kind or level
of employee benefits to which Employee is entitled; (v) the
relocation of Employee to a facility or a business location more
than twenty-five (25) miles from the location of the
Company’s headquarters as of the Effective Date;
(vi) any purported termination of Employee other than for
Cause; (vii) a material breach of this Agreement by the
Company; or (viii) a change in the composition of the Board
occurring within a two-year period, as a result of which fewer than
a majority of the directors are Incumbent Directors.
(e) “ Release” .
For purposes of this Agreement, “Release” is defined as
a release of claims in a form substantially equivalent to that
traditionally used by the Company in the ordinary course in
connection with separating employees; provided, however,
that notwithstanding the foregoing, such Release is not intended to
and will not waive Employee’s rights: (i) to
indemnification pursuant to any applicable provision of the
Company’s Bylaws or Certificate of Incorporation, as amended,
pursuant to any written indemnification agreement between Employee
and the Company, or pursuant to applicable law; (ii) to vested
benefits or payments specifically to be provided to Employee under
this Agreement or any Company employee benefit plans or policies;
(iii) respecting any claims which Employee may have solely by
virtue of Employee’s status as a shareholder of the Company;
or (iv) respecting any claims by Employee for defamation,
libel or slander.
2. Duties and Scope of
Employment . The Company shall employ Employee in the position
of General Counsel and Secretary . Employee will render such
business and professional services in the performance of
Employee’s duties, consistent with Employee’s position
within the Company, as shall reasonably be assigned to Employee at
any time and from time to time by the Company’s Chief
Executive Officer or the Board of Directors.
3. Obligations . While
employed hereunder, Employee will perform his/her duties faithfully
and to the best of Employee’s ability. Employee agrees not to
actively engage in any other employment, occupation or consulting
activity for any direct or indirect remuneration without the prior
approval of the Chief Executive Officer; provided, however,
that notwithstanding anything to the contrary in the
Company’s standard form of Supplementary Terms of Employment
attached hereto as Exhibit A, Employee may engage in
non-competitive business or charitable activities so long as such
activities do not materially interfere with Employee’s
responsibilities to the Company.
4. At-Will Employment .
Subject to the terms and conditions hereof including without
limitation Sections 6 and 7, the Company and the Employee
acknowledge that the Employee’s employment is and shall
continue to be terminable at-will, either party able to terminate
the employment relationship with or without Cause.
5. Compensation and Benefits
.
(a) Base Compensation . The
Company shall pay Employee as compensation for Employee’s
services hereunder an annual base salary of $200,000. Such
salary shall be subject to applicable tax withholding and shall be
paid periodically in accordance with normal Company payroll
practices. The base salary shall be subject to annual review by the
CEO and the Compensation Committee of the Board but in no event
shall be less than $200,000.
2
(b) Incentive Bonus . In
addition to the base salary, Employee may receive a performance
bonus during each year of employment with the Company under this
Agreement equal to an amount to be determined by the CEO and the
Compensation Committee of the Board. The amount of such annual
performance bonus shall not be less than 40% of
Employee’s then current base salary for the applicable fiscal
year. Such performance bonus, if any, shall be based upon
performance objectives to be mutually determined by the CEO and
Employee.
(c) Benefits . Employee shall
be eligible to participate in the employee benefit plans which are
available or which become available to other employees of the
Company, with the adoption or maintenance of such plans to be in
the discretion of the Company, subject in each case to the
generally applicable terms and conditions of the plan or program in
question and to the determination of any committee administering
such plan or program. Such benefits shall include participation in
the Company’s group medical, life, disability, and retirement
plans, and any supplemental plans available to senior executives of
the Company from time to time. The Company reserves the right to
change or terminate its employee benefit plans and programs at any
time.
(d) Expenses . The Company
will reimburse Employee for reasonable business expenses incurred
by Employee in the furtherance of or in connection with the
performance of Employee’s duties hereunder, in accordance
with the Company’s expense reimbursement policy as in effect
from time to time.
(e) Stock Options; Restricted
Stock Units
(i) On the Effective Date,
Employee will be granted a non-qualified stock option (“the
Option”) to purchase 200,000 shares of the
Company’s common stock at an exercise price equal to the per
share equivalent of the fair market value of the Company’s
common stock on the date of grant as determined by the closing
price of the Company’s common stock on NASDAQ NMS on the date
of grant, or, if there is no such reported price on the date of
grant, the closing price on the trading day on NASDAQ NMS first
preceding the date of grant. Subject to the accelerated vesting
provisions set forth herein, the Option shall vest as to
thirty-three (33%) of the shares subject thereto on
July 20, 2010 and shall vest ratably in six
(6) month increments (16.7% each six-month period) thereafter
over the two (2) year period commencing on July 20,
2010 , subject to Employee’s continued full-time
employment by the Company on the relevant vesting dates. The Option
shall be subject to the terms and conditions of the Company’s
Restated 1996 Stock Incentive Plan (the “1996 Plan”)
and the stock option agreement between Employee and the Company;
provided, however, that notwithstanding the foregoing, in
the event of a conflict between the terms and conditions of the
Effective Date Option and this Agreement, the terms and conditions
of this Agreement shall prevail.
(ii) On the Effective Date ,
Employee will be granted 70,000 restricted stock units (the
“RSU Grant”). The RSU Grant shall be subject to the
terms and conditions of the Notice of Grant of Restricted Stock
Units, Restricted Stock Unit Agreement and the 1996 Plan. Subject
to the foregoing, the RSU Grant shall vest as to thirty-three
(33%) of the shares subject thereto on July 20,
2010 and shall vest ratably in six (6) month increments
(16.7% each six-month period) thereafter over the two (2) year
period commencing on July 20, 2010 , subject to
Employee’s continued full-time employment by the Company on
the relevant vesting dates.
6. Termination of Employment
.
(a) Termination by Company for
Cause; Voluntary Termination .
