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EXECUTIVE AGREEMENT

Executive Employment Agreement

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BANKRATE INC

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Title: EXECUTIVE AGREEMENT
Governing Law: Florida     Date: 3/16/2005
Industry: CMPSRV     Sector: TECHNO

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Exhibit 10.3

 

EXECUTIVE AGREEMENT

 

THIS EXECUTIVE AGREEMENT (the "Agreement") is made effective as of the 4th day of October, 2004 (the "Effective Date") between Steve Horowitz, an individual resident of the State of New Jersey ("Executive"), and BANKRATE, INC., a Florida corporation with its principal places of business located in North Palm Beach, Florida and New York City (the "Company").

 

WHEREAS, the Company desires to engage Executive to perform certain services for the Company, and Executive desires to accept said engagement from the Company; and

 

WHEREAS, the Company and Executive have agreed upon the terms and conditions of Executive's engagement by the Company, and the parties desire to express the terms and conditions in this Agreement.

 

WHEREAS, the Company and Executive intend for this Agreement to supersede all agreements between Executive and the Company.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows:

 

Employment of Executive. The Company hereby employs Executive initially as its Vice President and Publisher, and Executive hereby accepts such employment by the Company, under the terms of this Agreement subject to termination pursuant to the provisions of Section 8 hereof.

 

Duties and Location.

 

Executive's position and duties will consist of a position and duties normally associated with the position identified in Section 1. Executive shall initially report to the Company’s Chief Operating Officer or his designee. Executive shall devote his full business time to the Company’s business and shall not render to others any service of any kind for compensation or engage in any activity which conflicts or interferes with the performance of his obligations under this Agreement without the express written consent of the Board; provided, however, that Executive may engage in non-profit or charitable activities which do not involve substantial time and which do not materially interfere with his employment under this Agreement and which activities are not in competition with the Company as determined in the discretion of the Board of Directors of the Company and those activities set forth on Addendum A hereto.

 

Executive agrees that he shall at all times faithfully and to the best of his ability and experience perform all of the duties that may be required of him pursuant to the terms of this Agreement.

 

Executive will perform his services from Company's New York City office in or at any other location within 50 miles of New York City at the Company’s discretion. Executive recognizes that his position will entail reasonable travel to the company’s North Palm Beach office.

 

Base Salary. Executive shall receive a base salary commencing on the Effective Date and during his employment hereunder of $200,000 per annum (the "Base Salary"), which amount may be increase annually at the discretion of the Compensation Committee of the Board (the "Committee"). The Base Salary shall be paid to Executive by the Company in accordance with the Company's regular payroll practice as in effect from time to time.

 

Annual Bonus. Executive will be eligible for an annual bonus program generally available to executive officers of the Company as approved at the discretion of the Compensation Committee of the Board. The target bonus is to be $120,000. Executive will be guaranteed a bonus of $50,000 for the remainder of 2004, payable in the first quarter of 2005. Additionally, the Executive will be guaranteed a bonus in the first quarter of 2005 of no less than $30,000.

 

Stock Incentive. Executive shall be eligible to participate in the Company' stock option, stock purchase, or other stock incentive plans which are generally available to executive officers of the Company and shall be eligible for the grant of stock options, restricted stock or other awards there under in accordance with the terms and provisions of such plans. The executive will be granted 100,000 options of the company’s stock, subject to the approval of the board of directors. The options will vest in accordance with the company’s stock option plan.

 

 

1


 

Company represents and warrants that it shall timely prepare and file with the Securities and Exchange Commission all documents as may be necessary to comply with the provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended, with respect to such plans and Executive’s grants and awards thereunder.

 

Executive Benefits. Executive shall be entitled to participate in all benefit plans as shall be in effect for other executive officers of Company from time to time, subject to the terms and conditions of each such plan. Executive shall be entitled to paid vacation each year in accordance with Company policy. All vacation times shall be subject to the approval of the Company’s Chief Executive Officer or, absent the Chief Executive Officer, the Board of Directors, which approval may not be unreasonably withheld.

 

Expenses. Executive shall be reimbursed by the Company monthly for the ordinary and necessary reasonable business expenses incurred by him in the performance of his duties for the Company, including travel and lodging expenses, meals, client entertainment, and cell phone expense, all in accordance with Company policy; provided that Executive shall first document said business expenses in the manner generally required by the Company under its policies and procedures, and in any event, in the manner required to meet applicable regulations of the Internal Revenue Service relating to the deductibility of such expenses.

 

Termination.

 

This Agreement shall terminate upon the occurrence of any of the following events:

 

Death of Executive;

 

Mental or physical disability of Executive which prevents him from performing substantially all of his duties hereunder for a period of 90 consecutive days or 120 days during any one year.

 

For Cause, as defined below:

 

The Executive's material breach of this agreement which is not cured within ten (10) days of receipt of written notice to Executive specifying the breach;

 

The Executive's dishonesty, fraud, malfeasance, gross negligence or misconduct which, in the reasonable judgment of the Board of Directors, is, or is likely to, lead to material injury to the Company or the business reputation of the Company;

 

The Executive's willful failure to comply with the direction (consistent with the Executive's duties) of the Board or to follow the policies, procedures, and rules of the Company;

 

The Executive's negligent failure to comply with the direction (consistent with the Executive's duties) of the Board or to follow the policies, procedures, and rules of the Company which is not cured within thirty (30) days of receipt of written notice;

 

Executive's conviction of, or the Executive's entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude; or

 

Executive’s resignation.

 

By either party in their sole discretion upon at least thirty (30) days’ prior written notice.

 

Without Cause. "Without Cause" means any termination of employment by Company which is not defined in sub-sections A, B, or C, above.

 

Post Termination Payment Obligations.

 

If this Agreement terminates for any of the reasons stated in sub-sections A, B or C of Section 8 of this Agreement or is terminated by Executive pursuant to subsection D of Section 8 of this Agreement, then the Executive shall be entitled to receive his Base Salary at the then current rate and any accrued bonus through the effective date of the termination, payable within fifteen (15) days of the effective termination date, and thereafter the Company shall have no further obligations under this Agreement, but Executive shall continue to be bound by Sections 12, 13, and 14 and all other post-termination obligations contained in this Agreement and provisions of this Agreement that specifically survive termination of this Agreement.

 

2


 

If this Agreement terminates in accordance with sub-sections E of Section 8 of this Agreement or is terminated by Company pursuant to subsection D of Section 8 of this Agreement then Company shall pay Executive his Base Salary at the then current rate and any accrued bonus through the effective termination date, payable within fifteen (15) days of the termination date and the Company shall pay Executive a separation payment in the amount of six months Base Salary at the then current rate (the “Separation Payment”). The Separation Payment shall be paid in three installments as follows:

 

One-Third of the Separation Payment shall be payable upon the later of (a) fifteen (15) days after the termination date or (b) the day after the expiration date of Executive’s legally required right, if any, to revoke his signature or agreement in connection with the Separation and Release Agreement described in Section 9(C) below;

 

One-Third of the Separation Payment shall be payable on the three (3) month anniversary of the termination date; and

 

One-Third of the Separation Payment shall be payable on the six (6) month anniversary of the termination date.

 

The post-termination obligations under this Section 9(B) shall be binding upon the Company regardless of the Executive's subsequent employment with any other person, firm, partnership, association, business organization, corporation or other entity which is not affiliated with the Company.

 

In consideration of, and as a condition to the Company’s obligation to pay the Separation Payment, Executive shall:

 

Execute a Separation and Release Agreement in a form prepared by and acceptable to the Company whereby Executive releases the Company from any and all liability and settles claims of any kind; and

 

Comply with the restrictive covenants (Sections 12 and 13 of this Agreement), all other post-termination obligations contained in this Agreement and the provisions of this Agreement that specifically survive termination of this Agreement.

 

Work Product. All Work Product (defined below) shall be work made for hire by Executive and owned by the Company. If any of the Work Product may not, by operation of law or otherwise, be considered work made for hire by Executive for the Company, or if ownership of all right, title, and interest to the legal rights therein shall not otherwise vest exclusively in the Company, Executive hereby assigns to the Company, and upon the future creation thereof automatically assigns to the Company, without further consideration, the ownership of all Work Product. The Company shall have the right to obtain and hold in its own name copyrights, patents, registrations, and any other protection available in the Work Product. Executive a

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