Exhibit 10.3
GENERAL RELEASE AND SEPARATION
AGREEMENT
This General Release and Separation
Agreement (hereafter “Agreement”) is entered into
between Barry Briggs (the “Executive”), and CNET
Networks, Inc. (the “Company”), effective eight days
after the Executive’s signature (the “Effective
Date”), unless he revokes his acceptance as provided in
Paragraph 7(c), below.
WHEREAS, the Executive was the
President and Chief Operating Officer of the Company;
WHEREAS, the Executive resigned his
employment effective January 12, 2007;
WHEREAS, the Company and the
Executive now wish to document the termination of their employment
relationship and fully and finally to resolve all matters between
them;
THEREFORE, in exchange for the good
and valuable consideration set forth herein, the adequacy of which
is specifically acknowledged, the Executive and the Company hereby
agree as follows:
1. Separation of Employment .
The Executive’s employment, and all positions that the
Executive held as an officer of the Company and of all subsidiaries
of the Company shall be terminated effective January 12, 2007
(the “Separation Date”).
2. Payment of Accrued Wages and
Expenses . On the Separation Date, the Executive shall be paid
an amount equal to accrued wages, including all accrued unused Paid
Time Off, through the Separation Date, less applicable taxes and
other authorized withholding. The Company shall promptly reimburse
the Executive for all reasonable and properly documented business
expenses incurred through the Separation Date that are submitted by
him on or before January 19, 2007, in accordance with the
Company’s travel and expense policies. Except as required by
law, as of the Separation Date, the Executive shall no longer have
the right to participate in any Company benefit plans including,
without limitation, the Company’s 401(k) Plan.
3. Bonus for the Calendar Year
Ending December 31, 2006 . The Company acknowledges that
the Executive is eligible for a bonus for the calendar year ending
December 31, 2006, in accordance with the bonus plan. Any
bonus payable to the Executive shall be paid at the same time that
bonuses are paid to other executives of the Company.
4. Stock Options .
(a) Executive has been granted the
options to purchase shares of the Company’s common stock
described in Exhibit A hereto (collectively, the
“Options”). As of the Separation Date, the Executive
shall be vested in that number of shares of the Company’s
common stock set forth in the column entitled “Vested”
next to each such Option (the “Vested Options”). The
Executive acknowledges and agrees that the portion
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of each Option that is unvested as
of the Separation Date is forfeited and shall cease to be
exercisable as of the Separation Date. The Executive may exercise
the Vested Options in accordance with their original terms of grant
pursuant to the Option Plan and the applicable Stock Option
Agreements (the “Option Documents”) as modified by
Paragraph 4(b).
(b) Each of Executive’s Vested
Options that have not been exercised prior to the Separation Date
shall be and hereby is amended and revised to provide that such
Option may only be exercised during the 2007 calendar year and,
within the 2007 calendar year, only during the longer of
(x) the thirty (30)-day period measured from the first date
such Option can once again be exercised in compliance with
applicable federal securities laws, as determined by the Company in
its sole discretion and in conformity with the applicable standards
under Internal Revenue Code Section 409A, and (y) the
ninety (90)-day period immediately following the Separation Date,
but in no event later than the expiration date of the maximum term
of such Option; provided however , that (a) the
exercisability of any Option shall remain subject to the complete
performance of any duties or obligations by the Executive under
this Agreement, and (b) with respect to any Option that is an
incentive stock option under the federal tax laws, Executive hereby
expressly acknowledges and agrees that effective upon the execution
of this Agreement such Option shall cease to constitute an
incentive stock option and shall be taxable as a nonqualified stock
option upon exercise The Executive acknowledges that the Company
makes no representation as to the tax treatment of the
Executive’s Options including with regard to the extension of
exercisability described herein and that the Executive will be
solely responsible for any tax obligations that may arise there
from.
5. Severance . On the later
of (a) the tenth day following the Effective Date or
(b) the Separation Date, the Company shall pay to the
Executive severance in a lump sum amount equal to $750,000 (seven
hundred fifty thousand dollars), less applicable taxes and other
authorized withholding.
6. COBRA and 401(k)
Conversion . Executive shall continue to be covered under the
Company’s health care benefits through January 31, 2007
(the end of the month in which the Separation Date occurs).
Thereafter, the Executive shall be eligible to continue, at his own
cost, health care benefits in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”). The Executive shall receive detailed
instructions regarding his COBRA rights and 401(k) distribution and
rollover options following the Separation Date, in accordance with
the Company’s normal notification processes and applicable
law.
7. General Release of Claims by
the Executive .
(a) The Executive, on behalf of
himself and his executors, heirs, administrators, representatives
and assigns, hereby releases and forever discharges the Company and
all predecessors, successors and their respective parent
corporations, affiliates, related, and/or subsidiary entities, and
all of their past and present investors, directors, shareholders,
officers, general or limited partners, employees, attorneys, agents
and representatives, and employee benefit plans in which the
Executive is or has been a
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participant by virtue of his
employment with the Company (the “Company Releasees”),
from any and all claims, debts, demands, accounts, judgments,
rights, causes of action, equitable relief, damages, costs,
charges, complaints, obligations, promises, agreements,
controversies, suits, expenses, compensation, responsibility and
liability of every kind and character whatsoever (including
attorneys’ fees and costs), whether in law or equity, known
or unknown, asserted or unasserted, suspected or unsuspected
(collectively, “Claims”), which the Executive has or
may have had against such entities based on any events or
circumstances, arising directly or indirectly out of, relating to,
or in any other way involving in any manner whatsoever the
Executive’s employment by the Company or the separation
thereof, and any and all claims arising under federal, state, or
local laws relating to employment, including without limitation
claims of wrongful discharge, breach of express or implied
contract, fraud, misrepresentation, defamation, or liability in
tort, claims of any kind that may be brought in any court or
administrative agency, any claims arising under Title VII of the
Civil Rights Act of 1964, the Age Discrimination in Employment Act,
the Americans with Disabilities Act, the Older Workers Benefit
Protection Act, the Fair Labor Standards Act, the Employee
Retirement Income Security Act, the Family and Medical Leave Act,
the California Fair Employment and Housing Act, the California
Family Rights Act, the California Labor Code and similar state or
local statutes, ordinances, and regulations.
Notwithstanding the generality of
the foregoing, the Executive does not release the following claims
and rights (the “Excluded Claims”):
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(i)
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Claims for
indemnity pursuant to applicable laws (including California Labor
Code Section 2802), the Company’s organizational
documents (including its cer
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