Exhibit 10.13
KEY EMPLOYEE
AGREEMENT
This KEY EMPLOYEE AGREEMENT (the
“Agreement”) is made and entered into as of the 8th day
of October, 2002, by and between ValueClick, Inc. a Delaware
corporation (the “Company” or “ValueClick”)
and Scott Ray (“Executive”).
WHEREAS, the Company is a global
Internet advertising network enabling advertisers to take advantage
of the Internet to sell their products and increase brand
awareness;
WHEREAS, Executive possesses unique
technical and operational skills which are valuable to the business
and financial prospects of the Company;
WHEREAS, in light of the foregoing,
the Company desires to employ Executive as General Manager,
Mediaplex and Adware divisions and Executive desires to accept such
employment;
NOW THEREFORE, in consideration of
the mutual promises contained herein, Company and Executive agree
as follows:
I. Description of
Employment Position and Responsibilities.
You will
serve in the position of General Manager, Mediaplex and Adware
divisions. By executing this offer letter, you agree to assume and
discharge such duties and responsibilities as are commensurate with
this position and such other duties and responsibilities that are
assigned to you from time to time by the Company’s Chief
Executive Officer. During the term of your employment, you shall
devote your full time, skill and attention to your duties and
responsibilities and shall perform them faithfully, diligently and
competently. In addition, you shall comply with and be bound by the
operating policies, procedures and practices of the Company in
effect from time to time during your employment. To the fullest
extent permitted by Delaware law, Company shall indemnify and
defend Executive from all costs, expenses and losses whether direct
or indirect, including consequential damages and attorney’s
fees, incurred or sustained by Executive in consequence of the
lawful discharge of his duties on Company’s
behalf.
II. Employment
Considerations.
2.1
At-Will Employment. You acknowledge that your employment
with the Company is for an unspecified duration that constitutes
at-will employment, and that either you or the Company can
terminate this relationship at any time, with or without Cause (as
defined below) and without notice.
III.
Compensation.
3.1 Base
Salary. In consideration of your services, to be effective on
your start date (TBD but no later than November 11, 2002), you will
be paid an annual base salary of $235,000 (Two Hundred Thirty Five
Thousand Dollars and no Cents), payable no less frequently than on
a monthly basis in accordance with the Company’s standard
payroll practices (“Standard Payment Schedule”). Your
base salary, in conjunction with your performance evaluation, is
normally reviewed annually by the Company’s Chief Executive
Officer.
3.2
Incentive Compensation. In addition to your base salary, you
will be entitled to participate in an incentive compensation plan
with the opportunity to receive an annual bonus of $100,000 (One
Hundred Thousand Dollars and no Cents) paid quarterly upon the
achievement of certain milestones as established by the
Company’s Chief Executive Office and ratified by the
Company’s Board of Directors or the Compensation Committee of
the Board.
