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.
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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:
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If to the Company:
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InterActiveCorp
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152 West 57 th Street
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New York, NY 10019
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Attention: Vice Chairman
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With a copy to:
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Wachtell, Lipton, Rosen & Katz
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51 West 52 nd Street
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New York, New York, 10019
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Attention: Michael S. Katzke,
Esq.
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If to Executive:
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At the most recent address on record for
Executive at the Company.
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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.
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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.
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INTERACTIVECORP
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/s/ Authorized
Representative
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By:
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Title:
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GREGORY R. BLATT
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/s/ Gregory
R. Blatt
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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