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Exhibit 10.68
SALE BONUS AGREEMENT
BY AND AMONG
Greenfield Online, Inc., ("GFOL"),
SRVY Acquisition GmbH ("SRVY"),
Ciao GmbH (the "COMPANY"),
GFOL, SRVY and the Company together herein referred to as the
"GFOL-COMPANIES"
AND
Mr. Stephan Musikant ("MR. MUSIKANT")
WHEREAS Mr. Musikant will be appointed managing director of Ciao
GmbH based on
an Employment Agreement dated January 31, 2007;
WHEREAS the shares of the Company are wholly owned by SRVY and the
shares of
SRVY are wholly owned by GFOL;
WHEREAS the Company operates the Ciao Comparison Shopping Business
("COMPARISON
SHOPPING BUSINESS"); and
WHEREAS in order to provide Mr. Musikant with incentive to maximize
the value of
the Comparison Shopping Business for the ultimate benefit of
GFOL's
shareholders, the GFOL-Companies are willing to grant him the
opportunity to
earn a special sale bonus payable under the conditions defined
herein in the
event of the following: (i) the sale of all of the shares in the
Company held by
SRVY, (ii) the sale, as defined below, of all or substantially all
of the assets
of the Comparison Shopping Business (clauses (i) and (ii) being
referred to as
the "SALE"), provided that a definitive document governing the Sale
(the "SALE
AGREEMENT") is executed and delivered on or before December 31,
2009 and the
closing of such transaction (the "CLOSING") takes place pursuant to
the Sale
Agreement on or prior to September 30, 2010.
NOW IT IS AGREED AS FOLLOWS:
In the event of a Sale to a third party not affiliated with or
controlled by
SRVY or GFOL, SRVY and the Company as joint and several debtors (i.
e. each of
SRVY and the Company is liable for the full obligation but Mr.
Musikant is
entitled to one performance only) agree to pay Mr. Musikant a
special sale bonus
(the "SPECIAL BONUS") in an amount equal to 1.5% of the amount, if
any, by which
the value of the Net Sales Proceeds attributable to the Comparison
Shopping
Business exceed an amount of U.S. $90,000,000, but in no event
shall the Special
Bonus exceed $1,500,000. GFOL shall guarantee the obligations of
SRVY and the
Company under this Agreement.
The term "NET SALES PROCEEDS" shall mean the total amount received
by either
SRVY or GFOL, as the case may be, as the consideration for the Sale
(i. e. the
purchase price minus all direct costs incurred or accrued by GFOL
Companies in
connection with the preparation execution and performance of the
Sale Agreement,
including, but not limited to, investment banking fees, fairness
opinion fees,
attorney's fees, accountant's fees, expert fees, valuation fees,
printing,
travel and other expenses), and minus VAT, if any, due on such
amount, and minus
cash, cash equivalents and marketable securities
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on the consolidated balance sheet of the entity subject to the Sale
on or after
the Closing (whichever is the relevant date for determining the
final purchase
price). Any income tax payable by GFOL Companies attributable to
the Sale shall
not be deducted in calculating Net Sales Proceeds. In the event
that the terms
of the Sale provide for escrows or earnouts, the Net Sales Proceeds
shall be
calculated minus these amounts, however, Mr. Musikant shall be
entitled to a
Special Bonus with respect to such amounts if and to the extent
they are
received by SRVY or GFOL prior to the payment of the Deferred Bonus
Amount as
defined below.
For purposes of calculating the Net Sales Proceeds, the value of
any securities
received by SRVY or GFOL at the time of Closing in connection with
a Sale
(whether debt or equity) that are traded on a recognized national
stock exchange
or electronic trading market with an active trading market (an
"ACTIVE TRADING
MARKET") will be determined on the basis of the closing sale price
on such
Active Trading Market on the day prior to the Closing; and the
value of
securities that are not traded on an Active Trading Market or other
property
that has no es
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