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Exhibit 10.1
CNET NETWORKS, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (the " Agreement ") is
effective as of December 20, 2006 (the " Effective Date
"), by and between Neil Ashe (" Executive ") and CNET
Networks, Inc., a Delaware corporation (the " Company ").
Certain capitalized terms used in this Agreement are defined in
Section 6 below.
RECITALS
WHEREAS, the Company desires to employ Executive to provide
personal services to the Company, and wishes to provide Executive
with certain compensation and benefits in return for
Executive’s services; and
WHEREAS, Executive wishes to be employed by the Company
and provide personal services to the Company in return for certain
compensation and benefits.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and
agreements contained herein, the parties hereby agree as
follows:
1. Duties .
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(a) Position . Executive shall be employed as
Chief Executive Officer of the Company. In such capacity he shall
have overall responsibility for the management of the Company and
report to and be subject to the direction and control of the
Company’s Board of Directors. Executive has been appointed as
a Class I member of the Company’s Board of Directors (the "
Board ").
(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. 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. 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 so long as such engagements do not interfere with
Executive’s ability to fulfill his obligations under this
Agreement. To the extent consistent with the terms of this
Agreement, Executive will comply with and be bound by the
Company’s (including the Board’s) operating policies,
procedures and practices from time to time in effect during the
term of Executive’s employment.
2. 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 severance payments, benefits or compensation other
than as provided in this
Agreement; provided, however, that nothing herein
shall be deemed a release of liability for acts or omissions
occurring after the Effective Date. The rights and duties created
by this Section 2 may not be modified in any way except by a
written agreement executed by the Board and Executive.
3. Compensation . For the duties and services to
be performed by Executive hereunder, the Company shall pay
Executive, and Executive agrees to accept, the compensation
described below in this Section 3.
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(a) Salary . Executive shall receive an annual
salary of five hundred thousand dollars (U.S.) ($500,000) (the "
Base Salary "). Executive’s Base Salary will be
payable pursuant to the Company’s normal payroll practices.
Notwithstanding the foregoing, the Board shall be entitled to
increase or decrease Executive’s Base Salary from time to
time.
(b) Annual Bonus . In addition to the Base Salary,
Executive will be eligible for an annual performance bonus, in an
amount of up to $400,000 to be payable upon achievement of 100% of
the performance goals and objectives to be determined by the Board
in its discretion following discussion with Executive (the "
Annual Bonus ") which, unless otherwise provided by this
Agreement or determined by the Compensation Committee of the Board,
shall be payable in accordance with the terms of the
Company’s 2006 Incentive Plan or a successor plan thereto.
Notwithstanding the foregoing, the Board shall be entitled to
increase or decrease Executive’s maximum annual performance
bonus opportunity from time to time.
(d) Stock Options . Effective October 17,
2006, Executive was granted non-qualified stock options to purchase
one million five hundred thousand (1,500,000) shares of the
Company’s common stock at a per share exercise price equal to
the fair market value of the Company’s common stock on the
date of grant of such stock options. The term of such stock options
is ten (10) years, subject to earlier expiration in the event
of the termination of Executive’s service with the Company.
The stock options shall vest and become exercisable as to
twenty-five percent (25%) of the shares subject thereto upon
Executive’s completion of one year of service measured from
October 10, 2006, and with respect to 1/48 th of the aggregate stock option
shares in substantially equal monthly installments thereafter.
Notwithstanding the foregoing, a portion of the shares subject to
such stock options may vest on an accelerated basis pursuant to
Section 5(b) below. Except as provided herein, such stock
options will be subject to the provisions of the 2004 CNET
Networks, Inc. Stock Incentive Plan and the applicable form of
stock option agreement thereunder (the " Plan Documents ").
With respect to any options granted by the Company to Executive in
his capacity as Chief Executive Officer after the date hereof,
Section 3(a)(iii) (Exercise of Stock Options) of the
Company’s form Stock Option Agreement For Executive Committee
Member shall provide for a one-year post-termination exercise
period in place of a 90-day post-termination exercise
period.
(e) Additional Benefits . Executive shall 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 shall 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 executive
officers.
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4. Termination of Agreement
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(a) Termination . This Agreement may be terminated
upon the occurrence of any of the following events:
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(i) The Company’s termination of Executive for Cause (as
defined in Section 6 below) (" Termination for Cause
");
(ii) The Company’s termination of Executive without Cause
(as defined in Section 6 below), 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 delivery of a written notice sent to the Company from
Executive stating that Executive is electing to terminate his
employment with the Company with Good Reason (as defined in
Section 6 below) (" Termination for Good Reason ");
or
(iv) The delivery of a written notice sent to the Company from
Executive stating that Executive is electing to terminate his
employment with the Company without Good Reason or the occurrence
of Executive’s death or Disability.
(b) Notice of Termination . Any purported
termination of Executive’s employment by the Company or by
Executive (other than termination due to Executive’s death,
which shall terminate Executive’s employment automatically)
shall be communicated by a written Notice of Termination to the
other party hereto in accordance with Section 13(c). For
purposes of this Agreement, " Notice of Termination " shall
mean a notice that shall indicate the specific termination
provision in this Agreement (if any) relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of Executive’s employment
under the provision so indicated.
(c) Date of Termination . For purposes of this
Agreement, " Date of Termination " shall mean (i) if
Executive’s employment is terminated due to Executive’s
death, the date of Executive’s death; or (ii) if
Executive’s employment terminates for any reason other than
death, the date specified in the Notice of Termination.
(d) Board of Directors . Upon the Date of
Termination, Executive shall immediately resign from the Board of
Directors of the Company and the board of directors or comparable
body of every subsidiary, parent or other affiliated corporation of
the Company, and every committee thereof.
5. Severance Benefits . Executive shall be
entitled to receive severance benefits upon termination of
employment only as set forth in this Section 5:
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(a) Payments on Termination Without Cause or Termination
for Good Reason . If Executive’s employment with the
Company terminates as a result of a Termination Without Cause or in
the event Executive resigns from employment in a Termination for
Good Reason, Executive will be entitled to receive the following
severance and other benefits:
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(i) Accrued Base Salary . The Company shall pay to
Executive his full earned but unpaid Base Salary through the Date
of Termination. In addition the Company shall pay to Executive all
other amounts to which Executive is entitled under any compensation
plan or practice of the Company on the Date of Termination,
including payments as to accrued but unused vacation.
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(ii) Severance Pay Based on Base Salary and
Bonus . Provided that Executive first provides the Company
with and does not revoke an executed and effective release of
claims arising under this Agreement in form and substance
acceptable to the Company and complies with his obligations under
Section 4(d) of this Agreement, the Company shall pay to
Executive in a single lump sum twelve (12) months of his Base
Salary at the rate in effect immediately prior to delivery of the
Notice of Termination plus a pro rata portion of Executive’s
Annual Bonus for the year in which Executive terminates employment
based on the number of completed days of such year prior to the
Date of Termination and determined assuming all applicable
performance targets are attained at the 100% level.
(b) Special Option Acceleration upon Termination Without
Cause or Termination for Good Reason following a Change in
Control . In the event of Executive’s Termination
Without Cause or in the event Executive resigns from employment in
a Termination for Good Reason, in either case within the twelve
month period commencing on the consummation of a Change in Control,
then in addition to any other benefits to which Executive may be
entitled under Section 5(a) above and provided that
Executive first provides the Company with and does not revoke an
executed and effective release of claims arising under this
Agreement in form and substance acceptable to the Company and
complies with his obligations under Section 4(d) of this
Agreement, Executive shall immediately become vested with respect
to 100% of the options to purchase the Company’s capital
stock that Executive then holds (including the options referenced
in Section 3(d) and any other options to purchase the
Company’s capital stock then held by Executive), effective on
the Date of Termination. Notwithstanding the foregoing, Executive
may, in his discretion, reject such immediate vesting and/or
surrender vested options to the extent such vesting, together with
any other payments in which Executive may become entitled in
connection with such Change of Control, could result in the
imposition of an excise tax under Sections 280G and 4999 of the
Internal Revenue Code of 1986, as amended (the " Code ").
Prior to making any payment or accelerating any option vesting
pursuant to Section 5(a) or Section 5(b) on or following
the date of the consummation of a Change of Control, the Company
shall perform all necessary calculations to determine whether the
provisions of Section 5(a) and/or 5(b) might trigger any
excise tax payable by Executive pursuant to Sections 280G and 4999
of the Code.
(c) Death, Disability; Termination for Cause . If
Executive’s employment with the Company is terminated as a
result of Executive’s death or Disability or as a result of
Executive’s election to terminate his employment for any
reason (other than a Termination for Good Reason) or in the event
of Executive’s Termination for Cause, then Executive shall
not be entitled to receive payment of any severance or other
benefits described in this Section 5. Executive will receive
payment(s) for all earned but unpaid Base Salary and unpaid
vacation accrued as of the Date of Termination plus all other
amounts to which Executive is entitled under any compensation plan
or practice of the Company in effect on the Date of
Termination.
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(d) No Mitigation . Executive shall
not be required to mitigate the amount of any payment provided for
in this Section 5 by seeking other employment or otherwise,
nor shall the amount of any payment or benefit provided for in this
Section 5 be reduced by any compensation earned by Executive
as the result of employment by another employer or self-employment,
by retirement benefits, by offset against any amounts (other than
loans or advances to Executive by the Company) claimed to be owed
by Executive to the Company, or otherwise.
6. Definition of Terms . The following terms
referred to in this Agreement shall have the following
meanings:
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