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EXHIBIT
10.15
CNET NETWORKS,
INC.
THIS SEVERANCE AGREEMENT
(this “ Agreement ”) is made and entered
into as of February 14, 2008 (the “ Effective
Date ”) by and between CNET Networks, Inc. (the
“ Company ”), a Delaware corporation, and
________ (the “ Executive
”).
WITNESSETH:
WHEREAS, the Company
considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best
interests of the Company and its stockholders;
WHEREAS, the Executive is a
senior executive of the Company and has made and is expected to
make major contributions to the profitability, growth and financial
strength of the Company;
WHEREAS, the Company desires
to assure itself of both present and future continuity of
management and desires to establish certain minimum severance
benefits for certain of its senior executives, including the
Executive;
WHEREAS, the Company
recognizes that, as is the case with many companies, the
possibility of a Change in Control (as hereinafter defined)
exists;
WHEREAS, the Company desires
to provide inducement for the Executive to remain in the ongoing
employ of the Company, including in the event of a threat or the
occurrence of a Change in Control of the Company;
WHEREAS, the Board (as
hereinafter defined) has determined that it is in the best
interests of the Company and its stockholders to secure
Executive’s continued services and to ensure
Executive’s continued dedication to the Executive’s
duties; and
WHEREAS, the Board of
Directors of the Company has authorized the Company to enter into
this Agreement.
NOW, THEREFORE, the Company
and the Executive agree as follows:
Section 1 . Certain
Defined Terms :
In addition to terms defined elsewhere
herein, the following terms shall have the respective meaning
specified below unless the context clearly indicates the
contrary:
(a) “ AAA
” has the meaning assigned to such term in
Section 15 .
(b) “ Accounting
Firm ” has the meaning assigned to such term in
Section 3 .
(c) “ Accrued
Obligations ” has the meaning assigned to such term
in Section 2 .
(d) “ Annual
Bonus ” means, in the event of a Qualifying CIC
Termination, the greater of (1) the annual cash performance
bonus which the Executive is eligible to receive under the
Company’s annual incentive plan as in effect for the year in
which the Termination Date occurs or (2) the annual cash
performance bonus which the Executive is eligible to receive under
the Company’s annual incentive plan as in effect for the year
in which the Change in Control occurs, in each case, calculated at
target.
(e) “ Base
Salary ” means (i) in the event of a Qualifying
Termination, the annual base salary as in effect for the year in
which the Termination Date occurs, or (ii) in the event of a
Qualifying CIC Termination, the higher of (1) the annual base
salary as in effect for the year in which the Termination Date
occurs, or (2) the annual base salary as in effect for the
year in which the Change in Control occurs.
(f) “
Board ” means the board of directors of the
Company.
(g) “
Cause ” means the occurrence of any of one of
the following events:
(i) the Executive’s
willful and material failure substantially to perform the
Executive’s lawful duties to the Company (other than as a
result of total or partial incapacity due to physical or mental
illness) or Executive’s willful and material failure to
follow the lawful direction of the Board;
(ii) material dishonesty in
the performance of the Executive’s duties to the
Company;
(iii) conviction of a felony
under the laws of the United States or any state
thereof;
(iv) the Executive’s
willful and material misconduct in connection with the
Executive’s duties to the Company or any willful act or
omission which is materially injurious to the financial condition
or business reputation of the Company or any of its subsidiaries or
affiliates; or
(v) the Executive’s
willful and material breach of the terms of this Agreement or any
non-compete, non-solicitation or confidentiality provisions to
which the Executive is subject.
Notwithstanding the
foregoing, any act or omission that is or would constitute grounds
for a termination for Cause shall not constitute such grounds for a
termination for Cause if: (A) the Company does not send a
Notice of Termination to Executive within forty-five (45) days
after the event occurs; or (B) in the case of Section
(1)(g)(i) or (v) above, the Executive cures the act
or omission that would give rise to a termination for Cause within
twenty (20) days after the delivery of the Notice of
Termination.
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(h) “ Change in
Control ” shall mean:
(i) the acquisition, directly
or indirectly, by any “ person ” or
“ group ” (as those terms are defined in
Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the
rules thereunder) of “ beneficial ownership
” (as determined pursuant to Rule 13d-3 under the Exchange
Act) of securities entitled to vote generally in the election of
directors (“ voting securities ”) of the
Company that represent 50% or more of the combined voting power of
the Company’s then outstanding voting securities, other than
(A) an acquisition by a trustee or other fiduciary holding
securities under any employee benefit plan (or related trust)
sponsored or maintained by the Company or any person controlled by
the Company or by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any person controlled by
the Company, or (B) an acquisition of voting securities by the
Company or a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions
as their ownership of the stock of the Company, or (C) an
acquisition of voting securities pursuant to a transaction
described in clause (iii) below that would not be a Change in
Control under clause (iii); provided , however , that
neither of the following events shall constitute an “
acquisition ” by any person or group for
purposes of this clause (i): (x) a change in the voting power
of the Company’s voting securities based on the relative
trading values of the Company’s then outstanding securities
as determined pursuant to the Company’s Certificate of
Incorporation, or (y) an acquisition of the Company’s
securities by the Company which, either alone or in combination
only with the other event, causes the Company’s voting
securities beneficially owned by a person or group to represent 50%
or more of the combined voting power of the Company’s then
outstanding voting securities; provided , further ,
however , that if a person or group shall become the
beneficial owner of 50% or more of the combined voting power of the
Company’s then outstanding voting securities by reason of
share acquisitions by the Company as described above and shall,
after such share acquisitions by the Company, become the beneficial
owner of any additional voting securities of the Company, then such
acquisition shall constitute a Change in Control;
(ii) individuals who, as of
the date hereof, constitute the Board (the “ Incumbent
Board ”) cease for any reason to constitute at least
a majority of the Board; provided , however , that
any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a person other than the
Board;
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(iii) the consummation by the
Company (whether directly involving the Company or indirectly
involving the Company through one or more intermediaries) of
(x) a merger, consolidation, reorganization, or business
combination or (y) a sale or other disposition of all or
substantially all of the Company’s assets or (z) the
acquisition of assets or stock of another entity, in each case,
other than a transaction (A) which results in the
Company’s voting securities outstanding immediately before
the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
Company or the person that, as a result of the transaction,
controls, directly or indirectly, the Company or owns, directly or
indirectly, all or substantially all of the Company’s assets
or otherwise succeeds to the business of the Company (the Company
or such person, the “ Successor Entity
”)) directly or indirectly, at least 50% of the combined
voting power of the Successor Entity’s outstanding voting
securities immediately after the transaction, and (B) after
which more than 50% of the members of the board of directors of the
Successor Entity were members of the Incumbent Board at the time of
the Board’s approval of the agreement providing for the
transaction or other action of the Board approving the transaction,
and (C) after which no person or group beneficially owns
voting securities representing 50% or more of the combined voting
power of the Successor Entity; provided , however ,
that no person or group shall be treated for purposes of this
clause (C) as beneficially owning 50% or more of combined
voting power of the Successor Entity solely as a result of the
voting power held in the Company and the other entity prior to the
consummation of the transaction; or
(iv) a liquidation or
dissolution of the Company.
For purposes of clause
(i) of this definition of Change in Control, the calculation
of voting power shall be made as if the date of the acquisition
were a record date for a vote of the Company’s shareholders,
and for purposes of clause (iii) of this definition of Change
in Control, the calculation of voting power shall be made as if the
date of the consummation of the transaction were a record date for
a vote of the Company’s shareholders.
(i) “ CIC
Period ” means the period beginning on the date an
event that constitutes a Change in Control occurs and ending on the
second anniversary of such date.
(j) “
Code ” means the Internal Revenue Code of 1986,
as amended.
(k) “
Confidentiality Agreement ” has the meaning
assigned to such term in Section 6 .
(l) “
Company ” means CNET Networks, Inc., a Delaware
corporation.
(m) “
Dispute ” has the meaning assigned to such term
in Section 15 .
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(n) “ Effective
Date ” has the meaning assigned to such term in the
Recitals.
(o) “ Exchange
Act ” means the Securities Exchange Act of 1934, as
amended.
(p) “ Excise
Tax ” has the meaning assigned to such term in
Section 3 .
(q) “ Good
Reason ” shall occur upon the Executive’s
resignation within ninety (90) days after the occurrence of
any of the following:
(i) a material reduction in
Executive’s base salary, annual bonus or benefits as in
effect immediately prior to such reduction;
(ii) solely in the case of
determining whether a Qualified Termination has occurred, the
assignment to or removal from Executive of duties or
responsibilities for the Company if, following such assignment or
removal, the Executive is in a position not reasonably consistent
with an executive or senior management level position; for the
avoidance of doubt, a Non-CIC Business Related Change shall not
constitute grounds for a “Good Reason” resignation
under this subsection (q)(ii);
(iii) solely in the case of
determining whether a Qualified CIC Termination has occurred, the
assignment to or removal from Executive of duties or
responsibilities that results in a material diminution in
Executive’s overall duties, authority or scope of
responsibilities [, including as a result of the Company ceasing to
be a publicly-traded corporation] 1 ;
(iv) solely in the case of
determining whether a Qualified CIC Termination has occurred, the
relocation of Executive’s employment to a facility or a
location more than thirty (30) miles from Executive’s
then present location and more than thirty (30) miles from the
Executive’s then present residence, without the
Executive’s consent; or
(v) failure of a successor
upon a Change of Control to assume in writing and without
qualification all obligations under this Agreement.
Notwithstanding the forgoing,
an event that is or would constitute grounds for a resignation for
a Good Reason shall not constitute such grounds for a resignation
for Good Reason if: (A) Executive does not send a Notice of
Termination to the Company within forty-five (45) days after
the event occurs; or (B) the Company reverses the action or
cures the default that would give rise to a termination for a Good
Reason within twenty (20) days after the delivery of the
Notice of Termination.
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Bracketed language to be
included only in agreements with the Company’s Chief
Financial Officer, General Counsel and Chief Accounting
Officer.
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(r) “ Non-CIC
Business Related Change ” means a change to the
Executive’s title, reporting line, duties or responsibilities
(including without limitation the removal of the Executive from the
Company’s Executive Committee or a change in the
Executive’s position relative to other executive level
employees of the Company) that is made prior to the occurrence of a
Change in Control and is made not in connection with a Change in
Control if, following such change, the Executive remains in a
position reasonably consistent with an executive or senior
management level position with the Company or its
affiliates.
(s) “Notice of
Termination ” means a written notice which
(i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Executive’s employment
under the provision so indicated and (iii) if the Termination
Date is other than the date of receipt of such notice, specifies
the termination date (which date shall be not more than thirty
(30) days after the giving of such notice). The failure by the
Executive or the Company to set forth in the Notice of Termination
any fact or circumstance which contributes to a showing of a Good
Reason or Cause shall not waive any right of the Executive or the
Company, respectively, hereunder or preclude the Executive or the
Company, respectively, from asserting such fact or circumstance in
enforcing the Executive’s or the Company’s rights
hereunder.
(t) “
Payment ” has the meaning assigned to such term
in Section 3 .
(u) “ Qualifying
CIC Termination ” shall mean:
(i) the termination of the
Executive’s employment by the Company without Cause or the
termination of the Executive’s employment by the Executive
for a Good Reason, during the CIC Period; or
(ii) the occurrence of all of
the following: (1) prior to a Change in Control, the
termination of the Executive’s employment by the Company
without Cause or the termination of the Executive’s
employment by the Executive for a Good Reason, (2) the
Executive reasonably demonstrates that such termination (or Good
Reason event) was the result of a third party who had indicated an
intention or taken steps reasonably calculated to effect a Change
in Control, and (3) a Change in Control involving such third
party (or a party competing with such third party to effectuate a
Change in Control) does occur within six (6) months from the
date of such termination.
Notwithstanding, anything to
the contrary in this Agreement, for purposes of this Agreement, any
reference to “ termination ,” as it
relates to a termination of Executive’s employment for any
reason, shall refer to a termination of employment which
constitutes a “ separation from service ”
within the meaning of Section 409A of the Code.
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(v) “ Qualifying
Termination” means the termination of the
Executive’s employment by the Company without Cause or the
termination of the Executive’s employment by the Executive
for Good Reason, which termination does not occur within the CIC
Period, provided , however , that if a termination of
employment also constitutes a Qualifying CIC Termination under
Section 1(u)(ii) , the Executive will be deemed to have
a Qualifying CIC Termination and all the provisions of this
Agreement applicable to a Qualifying CIC Termination will apply to
such termination of employment in lieu of all of the provisions of
this Agreement applicable to a Qualifying Termination.
(w) “ Safe Harbor
Amount ” has the meaning assigned to such term in
Section 3 .
(x) “
Term ” means the period commencing on the
Effective Date and ending on December 31, 2010,
provided , however , that on the first anniversary of
the Effective Date and each anniversary thereafter until the
anniversary that occurs in 2012, the Agreement shall be extended
for an additional one (1) year period unless written notice of
non-extension is provided by either party to the other party at
least sixty (60) days prior to the applicable anniversary;
provided , further , however , that if the
Executive’s employment is terminated for any reason other
than a Qualifying CIC Termination or a Qualifying Termination, the
term of this Agreement shall end on the date of such
termination.
(y) “ Termination
Date ” means the date of actual receipt of such
Notice of Termination (or if later, the date specified
therein).
Section 2 .
Severance Compensation and Benefits
(a) Qualifying CIC
Termination :
If, during the Term, the
Executive is terminated under conditions constituting a Qualifying
CIC Termination, the Company shall:
(i) pay to the Executive a
lump sum amount equal to the following: (1) any Base Salary
accrued but unpaid through the Termination Date, (2) any
earned but unpaid annual bonus for periods with respect to which
the performance period to earn such bonus has closed, (3) any
accrued but unused paid time off or sick pay, (4) any business
expenses incurred which have been properly submitted for
reimbursement in accordance with Company policy, but not reimbursed
prior to the Termination Date, and (5) any other compensation
or benefits which may be owed or provided to or in respect of the
Executive in accordance with the terms and provisions of any
benefit plans or programs of the Company (the “ Accrued
Obligations ”);
(ii) pay to the Executive a
lump sum amount equal to the sum of the Executive’s Base
Salary for twelve (12) full months;
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(iii) pay to the Executive a
lump sum amount equal to a pro rata portion of the
Executive’s Annual Bonus based on the number of days
Executive was employed during the year of termination through the
Termination Date;
(iv) immediately upon a
Qualifying CIC Termination, cause (1) any equity awards
subject to time-based vesting that are granted to the Executive
under the Company’s equity incentive plans and that are not
then fully vested to become fully vested and, in the case of stock
options, to become immediately exercisable, and (2) the
Executive to be entitled, in the case of such stock options, to
exercise any stock options until the earlier of (A) expiration
of their original full term or (B) one year from the
Termination Date (in each case, without regard to any earlier
termination otherwise applicable in the event of termination of
employment, and to the extent permitted by Section 409A of the
Code); and
(v) provide for the direct
payment to the carrier for the premium costs for continued health
care coverage provided pursuant to Section 4980B of the Code
for the Executive, and, where applicable, the Executive’s
spouse and dependen
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