EXHIBIT 10.29
EMPLOYMENT
AGREEMENT
This Employment Agreement (the
“Agreement”) is made and entered into effective as of
October 5, 2005 (the “Effective Date”), by and
between James F. Voelker (the “Employee”) and
InfoSpace, Inc. (the “Company”). This Agreement serves
as a renewal of the employment agreement entered into between
Employee and the Company dated December 21, 2002 and replaces
and supersedes any prior employment agreements that Employee may
have entered into with the Company prior to the Effective
Date.
In consideration of the mutual
covenants herein contained, the continuing employment of the
Employee by the Company, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Duties and Scope of
Employment . The Company shall employ Employee in the position
of Chief Executive Officer. Employee will render such business and
professional services in the performance of his duties, consistent
with Employee’s position within the Company, as shall
reasonably be assigned to him by the Company’s Board of
Directors (the “Board”). Only the Board shall have the
right to revise such responsibilities from time to time, as the
Board deems necessary or appropriate. The Compensation Committee
shall have the right to revise Employee’s compensation as
provided for in Section 5 below, consistent with the
provisions of this Agreement.
2. Obligations . While
employed hereunder, Employee will perform his duties faithfully and
to the best of his ability. Employee agrees not to actively engage
in any other employment, occupation or consulting activity for any
direct or indirect remuneration without the prior approval of the
Board; provided, however, that Employee may engage in
non-competitive business or charitable activities so long as such
activities do not materially interfere with Employee’s
responsibilities to the Company. Outside board seats shall be
subject to the prior approval of the Board.
3. Board Membership . While
employed hereunder, Employee will serve as a member and Chairman of
the Board, subject to any required Board and/or stockholder
approval.
4. Employment Term .
Employee’s employment with the Company pursuant to this
Agreement shall commence on the Effective Date and shall continue,
unless otherwise terminated earlier as provided in Section 6
hereof, until December 31, 2008 (the “Employment
Term”); provided, however, that the Employment Term may be
extended by mutual agreement of the Company and Employee on such
terms as they may agree upon in writing. At least ninety
(90) days prior to the end of the Employment Term, the Company
shall notify the Employee as to whether or not the Company chooses
to extend the Employment Term. If the Company chooses not to extend
the Employment Term, following such notification by the Company and
upon the Employment Term’s expiration, the Employee shall
become an “at-will” employee of the Company. If the
Employee terminates his employment while an at-will employee
following the Employment Term’s expiration, and signs and
does not revoke a Release, then, subject to Employee’s
compliance with Section 9, the Employee shall be entitled to
receive the following benefits:
(a) Continuing payments of severance
pay (less applicable withholding taxes) at a rate equal to his base
salary, as then in effect, for a period of six (6) months from
the date of such termination, to be paid periodically in accordance
with the Company’s normal payroll policies.
(b) The same level of health (i.e.,
medical, vision and dental) coverage and benefits as in effect for
the Employee on the day immediately preceding the day of the
Employee’s termination of employment; provided, however, that
(a) the Employee constitutes a qualified beneficiary, as
defined in Section 4980B(g)(1) of the Internal Revenue Code of
1986, as amended; and (b) Employee elects continuation
coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”), within the time
period prescribed pursuant to COBRA. The Company shall continue to
provide Employee with Company-paid health coverage until the
earlier of (i) the date Employee is no longer eligible to
receive continuation coverage pursuant to COBRA, or
(ii) twelve (12) months from the termination
date.
(c) One hundred percent
(100%) of the Employee’s then unvested stock options
shall immediately vest and become exercisable and Employee shall
have twelve (12) months following the Termination Date to
exercise such vested shares; provided, however, that in the
event of a conflict between the terms and conditions of any such
stock option agreement and this Agreement, the terms and conditions
of this Agreement shall prevail unless the conflicting provision(s)
in any such stock option agreement shall be more favorable to
Employee in which case the provision(s) more favorable to Employee
shall govern; provided further, however, that
notwithstanding the foregoing in no event shall the extended twelve
(12) month exercise period specified in this Section 4(c)
modify or extend the Expiration Date of any stock option as set
forth in such stock option agreement.
5. Compensation and Benefits
.
(a) Base Compensation . The
Company shall pay Employee as compensation for Employee’s
services hereunder an annual base salary of $400,000. Such salary
shall be subject to applicable tax withholding and shall be paid
periodically in accordance with normal Company payroll practices.
The base salary shall be subject to annual review by the
Compensation Committee of the Board but in no event shall be less
than $400,000.
(b) Incentive Bonus . In
addition to the base salary, Employee may receive a performance
bonus during each year of employment with the Company under this
Agreement equal to an amount to be determined by the Compensation
Committee of the Board. The amount of such annual performance bonus
shall not be less than fifty percent (50%) of Employee’s
then current base salary for the applicable fiscal year. Such
performance bonus, if any, shall be based upon performance
objectives to be mutually determined by the Compensation Committee
of the Board and the Employee.
(c) Benefits . Employee shall
be eligible to participate in the employee benefit plans which are
available or which become available to other employees of the
Company, with the adoption or maintenance of such plans to be in
the discretion of the Company, subject in each case to the
generally applicable terms and conditions of the plan or program in
question and to the determination of any committee administering
such plan or program. Such benefits shall include participation in
the Company’s group medical, life, disability, and retirement
plans, and any supplemental plans available to senior executives of
the Company from time to time. Employee will also be entitled to
paid vacation in accordance with the Company’s vacation
policy for senior executives. The Company reserves the right to
change or terminate its employee
2
benefit plans and programs at any
time. Employee shall be entitled to business or first class air
travel on any business travel outside of North America.
(d) Expenses . The Company
will reimburse Employee for reasonable business expenses incurred
by Employee in the furtherance of or in connection with the
performance of Employee’s duties hereunder, in accordance
with the Company’s expense reimbursement policy as in effect
from time to time.
(e) Stock Options . As of
January 3, 2006, Employee will be granted a non-qualified
stock option to purchase 450,000 shares of the Company’s
common stock at an exercise price equal to the per share equivalent
of the fair market value of the Company’s common stock on the
date of grant as determined by the closing price of the
Company’s common stock on NASDAQ NMS on the date of grant,
or, if there is no such reported price on the date of grant, the
closing price on the trading day on NASDAQ NMS first preceding the
date of grant (the “Option”). Subject to the
accelerated vesting provisions set forth herein, 1/36 of the shares
subject to the Option shall vest monthly beginning one month after
the Effective Date subject to Employee signing this Agreement prior
to January 1, 2006 and subject to Employee’s continued
full-time employment by the Company on the relevant vesting
dates.
The Option will be subject to the
terms and conditions of the Company’s Restated 1996 Flexible
Stock Incentive Plan (the “Option Plan”) and the
applicable stock option agreement by and between Employee and the
Company (the “Option Agreement”), which documents are
incorporated herein by reference; provided, however, that to the
extent the Option Agreement is inconsistent with this Agreement,
this Agreement shall control.
6. Termination of Employment
.
(a) Termination by Company for
Cause; Voluntary Termination . In the event Employee’s
employment with the Company is terminated for “Cause”
(as defined herein) by the Company or voluntarily by Employee
(i) the Company shall pay Employee any unpaid base salary due
for periods prior to the date of termination of employment
(“Termination Date”); (ii) the Company shall pay
Employee all of Employee’s accrued and unused vacation, if
any, through the Termination Date; and (iii) following
submission of proper expense reports by Employee, the Company shall
reimburse Employee for all expenses reasonably and necessarily
incurred by Employee in connection with the business of the Company
prior to termination. These payments shall be made promptly upon
termination and within the period of time mandated by applicable
law. Employee shall retain all options that are vested as of the
Termination Date and such options may be exercised in accordance
with the provisions of the Option Plan and the Option Agreement(s).
All unvested options will be immediately forfeited as of the
Termination Date.
(b) Termination by Company
without Cause . The Company may terminate Employee’s
employment without Cause upon thirty (30) days written notice
to Employee. If Employee’s employment with the Company
terminates other than voluntarily or for Cause, and Employee signs
and does not revoke a Release, then, subject to Employee’s
compliance with Section 9, Employee shall be entitled
to:
(i) Receive continuing payments of
severance pay (less applicable withholding taxes) at a rate equal
to his base salary and 100% of his annual bonus rate, as then in
effect, for a period of twelve (12) months from the date of
such termination, to be paid periodically in accordance with the
Company’s normal payroll policies.
3
(ii) The same level of health (i.e.,
medical, vision and dental) coverage and benefits as in effect for
the Employee on the day immediately preceding the day of the
Employee’s termination of employment; provided, however, that
(a) the Employee constitutes a qualified beneficiary, as
defined in Section 4980B(g)(1) of the Internal Revenue Code of
1986, as amended; and (b) Employee elects continuation
coverage pursuant to COBRA, within the time period prescribed
pursuant to COBRA. The Company shall continue to provide Employee
with Company-paid health coverage (on the same basis as when he was
an active employee) until the earlier of (i) the date Employee
is no longer eligible to receive continuation coverage pursuant to
COBRA, or (ii) twelve (12) months from the Termination
Date.
(iii) Fifty percent
(50%) of the Employee’s then unvested stock options
shall immediately vest and become exercisable and Employee shall
have twelve (12) months following the Termination Date to
exercise such vested shares; provided, however, that in the
event of a conflict between the terms and conditions of any such
stock option agreement and this Agreement, the terms and conditions
of this Agreement shall prevail unless the conflicting provision(s)
in any such stock option agreement shall be more favorable to
Employee in which case the provision(s) more favorable to Employee
shall govern; provided further, however, that
notwithstanding the foregoing in no event shall the extended twelve
(12) month exercise period specified in this
Section 6(b)(iii) modify or extend the Expiration Date of any
stock option as set forth in the applicable stock option
agreement.
Notwithstanding the provisions of
this Section 6, during the first six (6) months after
termination, Employee’s severance benefit
