Exhibit 10.2
CNET NETWORKS,
INC.
EXECUTIVE
AGREEMENT
This Executive Agreement (the
“Agreement ”) is effective as of [December 20,
2006] (the “ Effective Date ”), by and between
George Mazzotta (“ Executive ”) and CNET
Networks, Inc., a Delaware corporation (the “ Company
”). Certain capitalized terms used in this Agreement are
defined in Section 3 below.
AGREEMENT
In consideration of the mutual
promises and agreements contained herein, the parties hereby agree
as follows:
1. Duties; At Will
Employment . Executive is employed as Chief Financial
Officer of the Company. 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.
2. 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 2.
(a) Salary . Executive
shall receive an annual salary of $410,000 (the “ Base
Salary ”), which increased salary shall commence
effective December 20, 2006. Executive’s Base Salary
will be payable pursuant to the Company’s normal payroll
practices.
(b) Annual Bonus . In
addition to the Base Salary, Executive will be eligible for an
annual performance bonus, in an amount of up to $210,000 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.
(c) Special Bonus . If
Executive remains a full-time employee of the Company through
December 31, 2007 he shall be entitled to receive a special
bonus in the amount of $ 150,000, payable on December 31,
2007.
(d) Stock Options Grant and
Vesting of Other Options . Effective January 5, 2007,
Executive will be granted non-qualified stock options to purchase
300,000 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 January 5, 2007. The term of
such stock options will be 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 25% of the shares subject thereto upon Executive’s
completion of one year of service measured from January 5,
2007 and with respect to 1/48 th of the aggregate stock option
shares in substantially equal monthly installments thereafter, and
the shares subject to such stock options may vest on an
accelerated
basis as set forth 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. In the
event of Executive’s Termination Without Cause (as defined in
Section 3) or in the event Executive resigns from employment
in a Termination for Good Reason (as defined in Section 3), in
either case within the 12-month period commencing on the
consummation of a Change in Control (as defined in Section 3),
then provided that Executive first provides the Company with and
does not revoke an executed and effective release of claims against
the Company in form and substance acceptable to the Company,
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 this
Section 2(c) 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 accelerating any option vesting on or following
the date of the consummation of a Change of Control, the Company
shall perform all necessary calculations to determine whether the
acceleration provisions hereunder might trigger any excise tax
payable by Executive pursuant to Sections 280G and 4999 of the
Code.
(d) 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.
3. Definition of Terms
. The following terms referred to in this Agreement shall
have the following meanings:
(a) “ Cause ”
shall mean (A) the Executive’s willful and material
failure substantially to perform his lawful duties to the Company
(other than as a result of total or partial incapacity due to
physical or mental illness) or Executive’s willful and
material failure to follow the lawful direction of the Board of
Directors, (B) material dishonesty in the performance of the
Executive’s duties to the Company, (C) conviction of a
felony under the laws of the United States or any state thereof,
(D) the Executive’s willful and material misconduct in
connection with the Executive’s duties to the Company or any
willful act or omission which is materially injurious to the
financial condition or business reputation of the Company or any of
its subsidiaries or affiliates, or (E) the Executive’s
willful and material breach of the terms of this Agreement or any
non-compete, non-solicitation or confidentiality provisions to
which the Executive is subject; provided , that any act or
omission that is or would constitute grounds for a Termination for
Cause shall not constitute such grounds for a Termination for Cause
if: (A) the Company does not send a Notice of Termination to
Executive within 45 days after the event occurs; or (B) in
regard to section 6(a)(A) or (E), above, the Executive cures the
act or omission that would give rise to a Termination for Cause
within 20 days after the delivery of the Notice of
Termination.
2
(b) “ Change in Control
” shall mean the occurrence of any of the following
events:
(i) the acquisition, directly or
indirectly, by any “person” or “group” (as
those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of
the Securities Exchange Act of 1934, as amended (the “
Exchange Act ”) and the rules thereunder) of
“beneficial ownership” (as determined pursuant to Rule
13d-3 under the Exchange Act) of securities entitled to vote
generally in the election of directors (“voting
securities”) of the Company that represent 50% or more of the
combined voting power of the Company’s then outstanding
voting securities, other than
(A) an acquisition by a trustee or
other fiduciary holding securities under any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
person controlled by the Company or by any employee benefit plan
(or related trust) sponsored or maintained by the Company or any
person controlled by the Company, or
(B) an acquisition of voting
securities by the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the
same proportions as their ownership of the stock of the Company,
or
(C) an acquisition of voting
securities pursuant to a transaction described in clause
(iii) below that would not be a Change in Control under clause
(iii);
Notwithstanding the foregoing,
neither of the following events shall constitute an
“acquisition” by any person or group for purposes of
this clause (i): (x) a change in the voting power of the
Company’s voting securities based on the relative trading
values of the Company’s then outstanding securities as
determined pursuant to the Company’s Certificate of
Incorporation, or (y) an acquisition of the Company’s
securities by the Company which, either alone or in combination
only with the other event, causes the Company’s voting
securities beneficially owned by a person or group to represent 50%
or more of the combi
