Exhibit 10.50
12 November 2004
Damian Smith
[address]
Re: Termination of your
employment by reason of redundancy
Dear Damian:
I refer to your various discussions with Bill
Lonergan and myself, and confirm that as a consequence of the sale
and closure of the business of LookSmart International Pty Ltd.
(“LookSmart”) that your position with LookSmart has
become redundant. Accordingly your employment will terminate on 12
November 2004 (the “Termination Date”). This letter is
to give you both formal notice of the termination of your
employment, and to set out the payments and benefits LookSmart will
provide to you on termination of your employment.
LookSmart has assessed what it considers to be a
fair and reasonable termination package for you, taking into
account a range of factors including, amongst other things, your
length of service, your remuneration package, your job prospects
and your age. LookSmart will provide the following payments and
benefits to you, subject to all applicable taxes:
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(a)
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any accrued but
unpaid annual leave entitlements calculated up to the termination
date;
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(b)
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any Employee
Share Purchase Plan (ESPP) deductions made since 1 June
2004;
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(c)
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the vesting
period for your options will continue until your Termination Date,
after which time you will have twelve (12) months in which to
exercise any vested options.
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Exhibit A attached hereto summarises your termination
entitlements and payment. LookSmart also requires that, after your
Termination Date, you sign and return the Release attached hereto
as Exhibit B , which acknowledges that you accept this
package in full and final settlement of all and any claims of any
nature, whether at common law or by statute, which you may have
against LookSmart and/or any related entity, including any
statutory long service entitlement to which you may be entitled
under Australian law.
In return for signing this release, LookSmart
will provide the “additional severance payment”
detailed in Exhibit A and extend the option exercise period
as
described above. This payment is subject to the
terms set out in the Release and is inclusive of any statutory long
service entitlement to which you may be entitled under Australian
law.
You will receive the payments and benefits other
than the additional severance payment regardless of whether or not
you sign the Release, subject to you signing and returning to
LookSmart the enclosed Return of Property Form, whereby you
undertake that you have returned all property of LookSmart and/or
any related entity company (for example: office keys, security
card, mobile phone, cabcharge card and laptop).
Please also complete Section B of the attached
ETP Pre-payment Statement – Payer advising whether we wish to
receive cash or rollover your ETP payment to your nominated
superannuation fund. Please note that you can only roll over the
taxable component of your ETP into superannuation and not the tax
free portion or any unused annual leave etc.
Within 7 days of the date of the termination of
your employment, and the receipt by LookSmart of your signed Return
of Property Form, LookSmart will transfer into your nominated bank
account the payments outlined in paragraphs 1(a) and 1(b) above.
Note that these payments can be made to your usual salary deposit
account, or can be disbursed to different or multiple accounts or
rolled over to your nominated superannuation fund. Should you agree
to sign the Release, the “additional severance payment”
as set out on Exhibit A will also be made within 7 days of
your Termination Date.
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3
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Continuing
confidentiality obligations to LookSmart
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I trust that, upon leaving the organisation, you
will continue to observe your obligations of confidentiality which,
as you are aware, survive termination of your
employment.
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4
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Further
information and advice
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Should you have any questions or need help of
any sort, please do not hesitate to contact either myself or Bill
Lonergan. We sincerely regret that we have had to take this action.
I thank you for your contribution to LookSmart and wish you all the
very best for the future.
Yours sincerely,
LOOKSMART INTERNATIONAL PTY LTD.
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/s/ Paul Siminsky
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Paul
Siminsky
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Chief Operating
Officer
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page 2
Exhibit A
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Name:
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Damian
Smith
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Date Joined:
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29 July
1998
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Termination Date:
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12 November
2004
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Components of termination payment
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Amount
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Annual leave accrued and unpaid (as at
Termination Date)
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AU$
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15,036
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ESPP deductions (from 1 June 2004 to
Termination Date)
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—
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Prorated 2004 bonus (as at Termination
Date)
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AU$
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141,558
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Sub-total
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AU$
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156,594
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Additional severance paymen
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