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Termination of your employment by reason of redundancy

Termination Agreement

Termination of your employment by reason of redundancy | Document Parties: LOOKSMART LTD You are currently viewing:
This Termination Agreement involves

LOOKSMART LTD

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Title: Termination of your employment by reason of redundancy
Date: 3/16/2005
Industry: Computer Services     Sector: Technology

Termination of your employment by reason of redundancy, Parties: looksmart ltd
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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.

 

1.

Payments

 

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:

 

(a)

any accrued but unpaid annual leave entitlements calculated up to the termination date;

 

(b)

any Employee Share Purchase Plan (ESPP) deductions made since 1 June 2004;

 

(c)

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.

 

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.

 

2.

Payment arrangements

 

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.

 

3

Continuing confidentiality obligations to LookSmart

 

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.

 

4

Further information and advice

 

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.

 

 

 

/s/ Paul Siminsky


 

Paul Siminsky

Chief Operating Officer

 

page 2


Exhibit A

 

 

 

 

Name:

  

Damian Smith

 

 

Date Joined:

  

29 July 1998

 

 

Termination Date:

  

12 November 2004

 

 

 

 

 

Components of termination payment


 

  

Amount


 

Annual leave accrued and unpaid (as at Termination Date)

  

AU$

15,036

ESPP deductions (from 1 June 2004 to Termination Date)

  

 

—  

Prorated 2004 bonus (as at Termination Date)

  

AU$

141,558

Sub-total

  

AU$

156,594

Additional severance paymen


 
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