Back to top

EMPLOYMENT AGREEMENT

Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: INTERACTIVECORP | Gregory R. Blatt You are currently viewing:
This Employment Agreement involves

INTERACTIVECORP | Gregory R. Blatt

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 3/16/2004
Industry: Retail (Catalog and Mail Order)     Law Firm: Wachtell, Lipton, Rosen & Katz     Sector: Services

EMPLOYMENT AGREEMENT, Parties: interactivecorp , gregory r. blatt
50 of the Top 250 law firms use our Products every day

 

Exhibit 10.14

 

EMPLOYMENT AGREEMENT

 

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Gregory R. Blatt (“Executive”) and InterActiveCorp, a Delaware corporation (the “Company”), and is effective November 5, 2003 (the “Effective Date”).

 

WHEREAS, the Company desires to establish its right to the services of Executive, in the capacity described below, on the terms and conditions hereinafter set forth, and Executive is willing to accept such employment on such terms and conditions.

 

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive and the Company have agreed and do hereby agree as follows:

 

1A.           EMPLOYMENT .  The Company agrees to employ Executive as Senior Vice President, General Counsel and Secretary and Executive accepts and agrees to such employment.  During Executive’s employment with the Company, Executive shall perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with Executive’s position and shall render such services on the terms set forth herein.  During Executive’s employment with the Company, Executive shall report directly to the Vice Chairman of the Company or such person(s) who report directly to the Chairman or Chief Executive Officer of the Company and have a title higher than Senior Vice President, as from time to time may be designated by the Company (hereinafter referred to as the “Reporting Officer”).  Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to Executive by the Reporting Officer, to the extent consistent with Executive’s position and status.  Executive agrees to devote all of Executive’s working time, attention and efforts to the Company and to perform the duties of Executive’s position in accordance with the Company’s policies as in effect from time to time.  Executive’s principal place of employment shall be the Company’s offices located in New York, New York.

 

2A.           TERM OF AGREEMENT .  The term (“Term”) of this Agreement shall commence on the Effective Date and shall continue through the third anniversary of the Effective Date, unless sooner terminated in accordance with the provisions of Section 1 of the Standard Terms and Conditions attached hereto.

 

3A.           COMPENSATION .

 

                (a)            BASE SALARY .  During the Term, the Company shall pay Executive an annual base salary of $400,000 (the “Base Salary”), payable in equal biweekly installments or in accordance with the Company’s payroll practice as in effect from time to time.  For all purposes under this Agreement, the term “Base Salary” shall refer to Base Salary as in effect from time to time.

 



 

(b)              DISCRETIONARY BONUS .  During the Term, Executive shall be eligible to receive discretionary annual bonuses, provided that promptly following the Effective Date, the Company shall provide Executive with a bonus amount equal to $100,000, which amount shall reduce on a dollar for dollar basis Executive’s bonus for calendar year 2003.

 

(c)              RESTRICTED STOCK UNITS .  In consideration of Executive’s entering into this Agreement and as an inducement to join the Company, Executive shall be granted restricted stock units representing 35,000 shares of Common Stock of the Company (the “Restricted Stock Units”) pursuant to the Company’s Amended and Restated 2000 Stock and Annual Incentive Plan (the “Plan”) and a restricted stock unit agreement (the “Restricted Stock Unit Agreement”), subject to the approval by the Compensation Committee of the Board of Directors of the Company.  The Restricted Stock Units are subject to such performance conditions that the Compensation Committee has determined are advisable and appropriate to meet the conditions of Section 162(m) of the Internal Revenue Code of 1986, as amended.  The Restricted Stock Units shall vest and no longer be subject to any restriction in four equal installments on each of the second, third, fourth and fifth anniversaries of the Effective Date (the “Restriction Period”), subject to Executive’s continued employment with the Company and the satisfaction of the performance conditions for the Restricted Stock Units, provided that the Restricted Stock Units shall (i) fully vest and no longer be subject to any restrictions in the event of a Change in Control (as defined in the Plan), and (ii) in the event that Executive incurs a termination of employment (other than by reason of Executive’s death or Disability) by the Company without Cause (as defined in Section 1(c) of the Standard Terms and Conditions) or by Executive for Good Reason (as defined in Section 1(d) of the Standard Terms and Conditions), the Restricted Stock Units will vest and no longer be subject to any restriction in accordance with the schedule set forth on Exhibit A .  The terms of this Section 3A(c) shall be further supplemented by the terms of the Restricted Stock Unit Agreement.

 

(d)            BENEFITS .  From the Effective Date through the date of termination of Executive’s employment with the Company for any reason, Executive shall be eligible to participate in any welfare, health and life insurance, pension benefit and incentive programs as may be adopted from time to time by the Company on the same basis as provided to similarly situated executives of the Company generally.  Without limiting the generality of the foregoing, Executive shall be eligible for the following benefits:

 

(i)             Reimbursement for Business Expenses .  During the Term, the Company shall reimburse Executive for all reasonable and necessary expenses incurred by Executive in performing Executive’s duties for the Company, on the same basis as similarly situated executives generally and in accordance with the Company’s policies as in effect from time to time.

 

(ii)            Vacation .  During the Term, Executive shall be entitled to paid vacation per year, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated executives of the Company generally.

 

 

2



 

4A.           NOTICES .  All notices and other communications under this Agreement shall be in writing and shall be given by first-class mail, certified or registered with return receipt requested or hand delivery acknowledged in writing by the recipient personally, and shall be deemed to have been duly given three days after mailing or immediately upon duly acknowledged hand delivery to the respective persons named below:

 

If to the Company:

 

InterActiveCorp

 

 

152 West 57 th Street

 

 

New York, NY  10019

 

 

Attention:  Vice Chairman

 

 

 

 

 

 

With a copy to:

 

Wachtell, Lipton, Rosen & Katz

 

 

51 West 52 nd Street

 

 

New York, New York, 10019

 

 

Attention:  Michael S. Katzke, Esq.

 

 

 

 

 

 

If to Executive:

 

At the most recent address on record for Executive at the Company.

 

Either party may change such party’s address for notices by notice duly given pursuant hereto.

 

5A.           GOVERNING LAW; JURISDICTION .  This Agreement and the legal relations thus created between the parties hereto shall be governed by and construed under and in accordance with the laws of the State of New York without reference to the principles of conflicts of laws.  Any and all disputes between the parties which may arise pursuant to this Agreement will be heard and determined solely before an appropriate federal court in New York, or, if not maintainable therein, then in an appropriate New York state court.  The parties acknowledge that such courts have jurisdiction to interpret and enforce the provisions of this Agreement, and the parties consent to, and waive any and all objections that they may have as to, personal jurisdiction and/or venue in such courts.

 

6A.           COUNTERPARTS .  This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.  Executive expressly understands and acknowledges that the Standard Terms and Conditions attached hereto are incorporated herein by reference, deemed a part of this Agreement and are binding and enforceable provisions of this Agreement.  References to “this Agreement” or the use of the term “hereof” shall refer to this Agreement and the Standard Terms and Conditions attached hereto, taken as a whole.

 

3



 

IN WITNESS WHEREOF, the Company has caused this Agreement to be executed and delivered by its duly authorized officer and Executive has executed and delivered this Agreement.

 

 

INTERACTIVECORP

 

 

 

 

 

 

 

 

/s/ Authorized Representative

 

 

By:

 

 

Title:

 

 

 

 

 

 GREGORY R. BLATT

 

 

 

 

 

 

 

 

/s/ Gregory R. Blatt

 

 

4



 

STANDARD TERMS AND CONDITIONS

 

1.              TERMINATION OF EXECUTIVE’S EMPLOYMENT .

 

(a)            DEATH .  Upon termination of Executive’s employment prior to the expiration of the Term by reason of Executive’s death, the Company shall pay Executive’s designated beneficiary or beneficiaries, within 30 days of Executive’s death in a lump sum in cash, (i) Executive’s Base Salary from the date of Executive’s death through the end of the month in which Executive’s death occurs and (ii) any Accrued Obligations (as defined in Section 1(f) below).

 

(b)            DISABILITY .  If, as a result of Executive’s incapacity due to physical or mental illness (“Disability”), Executive shall have been absent from the full-time performance of Executive’s duties with the Company for a period of four consecutive months and, within 30 days after written notice is provided to Executive by the Company (in accordance with Section 4A hereof), Executive shall not have returned to the full-time performance of Executive’s duties, Executive’s employment under this Agreement may be terminated by the Company for Disability.  During any period prior to such termination during which Executive is absent from the full-time performance of Executive’s duties with the Company due to Disability, the Company shall continue to pay Executive’s Base Salary at the rate in effect at the commencement of such period of Executive’s absence, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company.  Upon termination of Executive’s employment due to Disability, the Company shall pay Executive within 30 days of such termination (i) Executive’s Base Salary from the date of Executive’s termination of employment for Disability through the end of the month in which termination occurs in a lump sum in cash, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company with respect to such month; and (ii) any Accrued Obligations (as defined in Section 1(f) below).

 

(c)            TERMINATION FOR CAUSE/RESIGNATION WITHOUT GOOD REASON .  The Company may terminate Executive’s employment under this Agreement with or without Cause at any time and Executive may resign under this Agreement with or without Good Reason at any time.   As used herein, “Cause” shall mean:   (i) the plea of guilty or nolo contendere to, or conviction for, a felony offense by Executive; provided , however , that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company’s obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to the Company; (iii) a material breach by Executive of any of the covenants made by Executive in Section 2 hereof; (iv) the willful or gross neglect by Executive of the material duties required by this Agreement; or (v) a knowing and material violation of any Company policy pertaining to ethics, wrongdoing or conflicts of interest.  Upon


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more