Exhibit 10.1
SINA CORPORATION
EMPLOYMENT AGREEMENT
This Employment Agreement (the
“ Agreement ”) is dated as of July 31, 2006
by and between Charles Guowei Chao (“ Executive
”) and SINA CORPORATION , a Cayman Islands company
(the “ Company ”).
1. Term of
Agreement . This Agreement shall commence on the
date hereof and shall have a term of three years (the “
Original Term ”). This Agreement may be terminated by
either party, with or without cause, on 30 days’ written
notice to the other party. This Agreement may be extended for an
additional one year after the end of the Original Term if the
parties mutually agree in writing to such extension.
2. Duties
.
(a)
Position . Executive shall be employed as
Chief Executive Officer and President, and as such will report to
the Company’s Board of Directors.
(b)
Obligations to the Company . Executive agrees
to the best of his ability and experience that he will at all times
loyally and conscientiously perform all of the duties and
obligations required of and from Executive pursuant to the express
and implicit terms hereof, and to the reasonable satisfaction of
the Company. During the term of Executive’s employment
relationship with the Company, Executive further agrees that he
will devote all of his business time and attention to the business
of the Company, the Company will be entitled to all of the benefits
and profits arising from or incident to all such work services and
advice, Executive will not render commercial or professional
services of any nature to any person or organization, whether or
not for compensation, without the prior written consent of the
Company’s Board of Directors, and Executive will not directly
or indirectly engage or participate in any business that is
competitive in any manner with the business of the Company. Nothing
in this Agreement will prevent Executive from accepting speaking or
presentation engagements in exchange for honoraria or from serving
on boards of charitable organizations, or from owning no more than
1% of the outstanding equity securities of a corporation whose
stock is listed on a national stock exchange or the Nasdaq National
Market. Executive will comply with and be bound by the
Company’s operating policies, procedures and practices from
time to time in effect during the term of Executive’s
employment.
3. At-Will
Employment . The Company and Executive acknowledge
that Executive’s employment is and shall continue to be
at-will, as defined under applicable law, and that
Executive’s employment with the Company may be terminated by
either party at any time for any or no reason. If Executive’s
employment terminates for any reason, Executive shall not be
entitled to any payments, benefits, damages, award or compensation
other than as provided in this Agreement. The rights and duties
created by this Section 3 may not be modified in any way
except by a written agreement approved by the Board of Directors of
the Company.
4. Compensation
. For the duties and services to be performed by Executive
hereunder, the Company shall pay Executive, and Executive agrees to
accept, the salary, stock options, bonuses and other benefits
described below in this Section 4.
(a)
Salary . Executive shall receive a monthly
salary of RMB200,000, which is equivalent to RMB2,400,000 on an
annualized basis. Executive’s monthly salary will be payable
pursuant to the Company’s normal payroll practices for
payment of compensation to executives. Executive’s salary
will be reviewed at the time determined appropriate by the Board or
Directors of the Company or its Compensation Committee, and any
increase will be effective as of the date determined appropriate by
the Board or its Compensation Committee.
(b)
Stock Options and Other Incentive Programs .
Executive shall be eligible to participate in any stock option or
other incentive programs available to officers or employees of the
Company.
(c)
Bonuses . Executive’s entitlement to
incentive bonuses from the Company is discretionary and shall be
determined by the Board of Directors of the Company, or its
Compensation Committee, in good faith based upon the extent to
which Executive’s individual performance objectives and the
Company’s profitability objectives and other financial and
nonfinancial objectives are achieved during the applicable bonus
period. In the event of Executive’s termination of employment
on account of death or Disability during the term of this
Agreement, the Company shall pay to Executive or Executive’s
estate the bonus Executive would have earned during the entire year
in which death or Disability occurred.
(d)
Additional Benefits . Executive will be
eligible to participate in the Company’s employee benefit
plans of general application, including without limitation, those
plans covering medical, disability and life insurance in accordance
with the rules established for individual participation in any such
plan and under applicable law. Executive will be eligible for
vacation and sick leave in accordance with the policies in effect
during the term of this Agreement and will receive such other
benefits as the Company generally provides to its other employees
of comparable position and experience.
(e)
Reimbursement of Expenses . Executive shall be
authorized to incur on behalf and for the benefit of, and shall be
reimbursed by, the Company for reasonable expenses, provided that
such expenses are substantiated in accordance with Company
policies.
5. Termination of
Employment and Severance Benefits .
(a)
Termination of Employment . This Agreement may
be terminated during its Original Term (or any extension thereof)
upon the occurrence of any of the following events:
(i) The
Company’s determination in good faith that it is terminating
Executive for Cause (as defined in Section 6 below) (“
Termination for Cause ”);
(ii) The
Company’s determination that it is terminating Executive
without Cause, which determination may be made by the Company at
any time at the Company’s sole discretion, for any or no
reason (“ Termination Without Cause ”);
(iii) The
effective date of a written notice sent to the Company from
Executive stating that Executive is electing to terminate his
employment with the Company (“ Voluntary Termination
”);
(iv) A
change in Executive’s status such that a Constructive
Termination (as defined in Section 5(b)(iv) below) has
occurred; or
-2-
(v) Following
Executive’s termination of employment on account of death or
Disability (as defined in Section 7 below).
(b)
Severance Benefits . Executive shall be
entitled to receive severance benefits upon termination of
employment only as set forth in this Section 5(b):
(i)
Voluntary Termination . If Executive’s
employment terminates by Voluntary Termination, then Executive
shall not be entitled to receive payment of any severance benefits.
Executive will receive payment(s) for all salary and unpaid
vacation accrued as of the date of Executive’s termination of
employment and Executive’s benefits will be continued under
the Company’s then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of
termination and in accordance with applicable law.
(ii)
Involuntary Termination . If Executive’s
employment is terminated under Section 5(a)(ii) or 5(a)(iv) above
(such termination, an “ Involuntary Termination
”), Executive will be entitled to receive payment of
severance benefits equal to Executive’s regular monthly
salary for (i) 18 months if the remainder of the Term of
this Agreement (the “ Remaining Term ”) is more
than or equal to 18 months, (ii) the Remaining Term if
the Remaining Term is less than 18 months but more than
12 months, or (iii) 12 months if the Remaining Term
is equal to or less than 12 months (the “ Severance
Period ”); provided that Executive agrees to release the
Company from any and all claims arising from or related to the
employment relationship or such termination and executes an release
agreement as requested by the Company at the time of such
termination. An amount equal to 6 months of the severance
benefits shall be paid on the 6 month anniversary of
Executive’s termination date and the remaining severance
benefits shall be pa
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