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EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT You are currently viewing:
This Employment Agreement involves

Spark Networks

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: California    

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EXHIBIT 10.9

 

EXECUTIVE EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"), effective as of the 1st day of March

2005 (the "Effective Date"), is entered into by and between Spark Networks plc,

an English public limited company (the "Company"), with its registered office at

73 Abbey Road, London NW8 OAE, and Joe Shapira, an individual, residing at 3200

Toppington Dr., Beverly Hills, CA 90210 (the "Executive").

RECITALS:

A. Whereas the Company and the Executive have previously entered into an

Executive Employment Agreement dated December 1, 2000, as amended (including,

without limitation, those amendments dated (i) December 27, 2001, (ii) July 15,

2003 and (iii) February 13, 2004) (the "2000 Employment Agreement").

B. Whereas the Company and Executive each wish to terminate the 2000

Employment Agreement, in its entirety, and the replace it with this Agreement.

C. Whereas the Company wishes to employ Executive as Chairman of the

Board of Directors of the Company and Executive is willing to serve in such

capacity under the terms of this Agreement.

In consideration of the promises and respective covenants and agreements of the

parties herein contained, and intending to be legally bound, the parties hereto

agree as follows:

1. EMPLOYMENT. The Company and Executive hereby agree that Executive will be

employed by the Company on the terms set forth in this Agreement and that the

2000 Employment Agreement and any related employment and/or compensation

arrangements that Executive has with the Company, whether oral or written, shall

terminate, in their collective entirety, on the date hereof.

2. TERM. The employment of Executive by the Company under this Agreement will

commence on the Effective Date and shall continue until terminated as set forth

in Section 5 of this Agreement.

3. POSITION AND DUTIES. Executive shall serve as Chairman of the Company's Board

of Directors and shall have such responsibilities and authority commensurate

with such position as may from time to time be assigned to Executive by the

Board of Directors of the Company. Executive shall devote substantially all his

working time and efforts to the business and affairs of the Company; provided,

however, that nothing contained herein shall preclude Executive from engaging in

outside business activities that do not conflict with Executive's duties to the

Company.

4. DIRECTORSHIP. Executive shall continue to serve as a Director for the Company

while acting as Chairman of the Company's Board of Directors. The Company's

Board of Directors shall determine the Board committee appointments, if any,

that are appropriate for Executive in his capacity as a Board member. For the

avoidance of doubt, during the term of this Agreement,

 

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Executive shall not be compensated for services as a Board member or for

attendance at Board or Committee meetings.

5. COMPENSATION AND RELATED MATTERS.

5.1 SALARY: The Company shall pay to Executive a salary at a rate of not

less than US $350,000 per annum, which rate may be increased from time to time

in accordance with normal business practices of the Company.

5.2 SHARE OPTIONS. Executive shall retain all share options previously

awarded to Executive and such options shall be exercisable on the terms set

forth in any option agreements relating thereto. In addition, in connection with

the execution of this Agreement, the Company shall grant Executive options to

purchase up to 250,000 of the Company's ordinary shares (the "Options"). The

exercise price per share shall equal the fair market value, per share, as quoted

by the Frankfurt Stock Exchange on the Effective Date. The Options shall vest

equally over eight (8) quarterly periods beginning three months after the

Effective Date and ending on the second anniversary of the Effective Date. The

Options shall contain a "Change of Control" provision whereby all unvested

Options will vest if any person acquires a vested interest in more than 50% of

the Company's then-outstanding shares. Executive shall be required to sign an

option certificate between Executive and the Company and the vesting and

exercise of the Options shall be subject to the terms of such option certificate

and the Company's 2004 Share Option Scheme.

5.3 VACATION. In addition to legal holidays observed by the Company,

Executive shall be entitled to 20 days of paid vacation per year, which vacation

days shall accrue and be useable by Executive in accordance with the Company's

standard vacation policies. Upon termination of employment unused vacation days

will be paid in accordance with the requirements of California law.

5.4 EXPENSES. During the term of Executive's employment hereunder,

Executive shall be entitled to receive prompt reimbursement for all reasonable

expenses incurred by Executive in performing services hereunder, including all

travel and living expenses while away from home on business or at the request or

and in the service of the Company, provided that such expenses are incurred and

accounted for in accordance with the policies and procedures established by the

Company. For the avoidance of doubt, Company shall reimburse Executive for the

lowest-available business class airfare for all international flights greater

than five (5) hours in duration that Executive is required to take in connection

with Company business.

5.5 HEALTH AND OTHER BENEFITS. The Company shall keep in full force and

effect, and Executive shall be entitled to participate in all of the Company's

executive benefit plans or arrangements, including (without limitation) health

insurance, bonus pools, stock options and stock ownership programs. The Company

shall not make any changes in such plans and arrangements which would adversely

affect Executive's rights or benefits thereunder, unless such change occurs

pursuant to a program applicable to all executive officers of the Company and

does not result in a proportionately greater reduction in the rights of

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