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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






