EXHIBIT 10.11 CONSULTING AGREEMENT This Consulting Agreement ("AGREEMENT") dated as of June 14, 1996, between Michael P. Schulhof (the "CONSULTANT") and SportsLine USA, Inc. ("SPORTSLINE"). SportsLine desires to retain Consultant to render certain...Consulting Agreement • September 16th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • Florida
COMMON STOCKUnderwriting Agreement • September 16th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • New York
RECITALSIndemnification Agreement • April 16th, 1997 • Sportsline Usa Inc • Delaware
Exhibit 99.1 JANUARY 1, 1999 AMENDMENT TO AGREEMENT This Amendment to Agreement (the "Amendment"), effective as of January 1, 1999, is entered into between SPORTSLINE USA, INC., 6340 NW 5th Way, Ft. Lauderdale, Florida 33309 ("SportsLine USA") and CBS...Agreement • February 25th, 1999 • Sportsline Usa Inc • Services-computer processing & data preparation
RECITALSEmployment Agreement • September 16th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • Florida
COMMON STOCKUnderwriting Agreement • March 26th, 1998 • Sportsline Usa Inc • Services-computer processing & data preparation • New York
ADVISORY AGREEMENT This Agreement is entered into as of June 20, 1997 (the "EFFECTIVE DATE") by and among MICHAEL JORDAN ("JORDAN"), FALK ASSOCIATES MANAGEMENT ENTERPRISES ("FAME") and SPORTSLINE USA, INC., A DELAWARE CORPORATION ("SPORTSLINE") and...Advisory Agreement • November 12th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • Illinois
as Trustee INDENTUREIndenture • May 20th, 1999 • Sportsline Usa Inc • Services-computer processing & data preparation • New York
EXHIBIT 2.2Agreement and Plan of Merger • February 17th, 1998 • Sportsline Usa Inc • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 6, 1999 AMONG SPORTSLINE.COM, INC. COMMISSIONER.COM, INC. DAEDALUS WORLD WIDE CORPORATION AND JAMES PRICE MICHAEL GERSH MATTHEW FORTNOW PETER PEZARISMerger Agreement • December 22nd, 1999 • Sportsline Usa Inc • Services-computer processing & data preparation • Florida
EXHIBIT 10.4 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), is made this 20th day of August, 2001, between SPORTSLINE.COM, INC, a Delaware corporation (the "Company") and Andrew S. Sturner (the...Employment Agreement • November 14th, 2001 • Sportsline Com Inc • Services-computer processing & data preparation
EXHIBIT 2.1Merger Agreement • February 17th, 1998 • Sportsline Usa Inc • Services-computer processing & data preparation • Florida
1 EXHIBIT 4.2 5% CONVERTIBLE SUBORDINATED NOTES DUE 2006 REGISTRATION RIGHTS AGREEMENT Dated as of March 15, 1999Registration Rights Agreement • May 20th, 1999 • Sportsline Usa Inc • Services-computer processing & data preparation • New York
BETWEENSecurities Purchase Agreement • December 30th, 1999 • Sportsline Usa Inc • Services-computer processing & data preparation • Florida
Exhibit 10.8 MARKETING AGREEMENT Agreement dated March 12, 1996 by and between REUTERS NEWMEDIA INC., with its principal office located at 1700 Broadway, New York, New York 10019 ("Reuters"), and Sportsline USA, Inc. with its principal office at 6340...Marketing Agreement • September 16th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • New York
AGREEMENTEmployment Agreement • August 14th, 1998 • Sportsline Usa Inc • Services-computer processing & data preparation • Florida
May ___, 1998 Dear ___________: This letter sets forth the terms on which SportsLine USA, Inc. (the "Company") agrees to provide you certain compensation in the event your employment with the Company is terminated by the Company without Cause (as...Severance Agreement • August 14th, 1998 • Sportsline Usa Inc • Services-computer processing & data preparation
AGREEMENTEmployment Agreement • March 30th, 2000 • Sportsline Com Inc • Services-computer processing & data preparation • Florida
EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment"), dated as of June 30, 2000, between SPORTSLINE.COM, INC, a Delaware corporation (the "Company") and Michael Levy. The Company and the Executive...Employment Agreement • August 14th, 2000 • Sportsline Com Inc • Services-computer processing & data preparation
AGREEMENTEmployment Agreement • March 30th, 2000 • Sportsline Com Inc • Services-computer processing & data preparation • Florida
EXHIBIT 10.9 COMMERCIAL GUARANTYCommercial Guaranty • September 16th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • California
CONTINUING GUARANTY. For good and valuable consideration, Kleiner Perkins Caufield & Byers VII, LP. ("Guarantor") absolutely and unconditionally guarantees and promises to pay to Silicon Valley Bank ("Lender") or its order, in legal tender of the United States of America, the indebtedness (as that term is defined below) of SPORTSLINE USA, INC. ("Borrower") to Lender on the terms and conditions set forth in this Guaranty. The obligations of Guarantor under this Guaranty are continuing.
CONFlDENTlAL INTERACTIVE SERVICES AGREEMENT This agreement (the "AGREEMENT"), effective as of July 1, 1997 (the "Effective Date"), is made and entered into by and between America Online, Inc. ("AOL"), a Delaware corporation, with its principal offices...Interactive Services Agreement • November 3rd, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • Virginia
December 21, 1999 Internet Sports Network, Inc. 225 Richmond Street W. Toronto, Ontario Canada M5V 1WZ Attention: Andrew DeFrancesco President and CEO Gentlemen: Reference is made to the Promotion Agreement (the "Promotion Agreement"), dated December...Promotion Agreement • December 30th, 1999 • Sportsline Usa Inc • Services-computer processing & data preparation • Florida
EXHIBIT 10.1 SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT This SECOND AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Amendment"), is made this 20th day of August, 2001, between SPORTSLINE.COM, INC, a Delaware corporation...Employment Agreement • November 14th, 2001 • Sportsline Com Inc • Services-computer processing & data preparation
AGREEMENTEmployment Agreement • November 14th, 2001 • Sportsline Com Inc • Services-computer processing & data preparation • Florida
INTRODUCTIONLicense and Consulting Agreement • March 30th, 2000 • Sportsline Com Inc • Services-computer processing & data preparation
SPORTSLINE USA, INC. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 12th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • New York
R E C I T A L SInvestors' Rights Agreement • September 16th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • Delaware
August 1, 2004Employment Agreement • August 2nd, 2004 • Sportsline Com Inc • Services-computer processing & data preparation
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 1, 2004, among SportsLine.com, Inc. (“SportsLine” or the “Company”), Viacom Inc. (“Viacom”) and Stargate Acquisition Corp. Two. Capitalized terms used in this letter and not otherwise defined shall have the meaning set forth in the Merger Agreement.
AGREEMENTBranding and Content Agreement • September 16th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation • New York
THIRD AMENDMENT TO PREMIER SPORTS INFORMATION AND COMMERCE AGREEMENTPremier Sports Information and Commerce Agreement • November 14th, 2001 • Sportsline Com Inc • Services-computer processing & data preparation
RECITALSAdvisory Agreement • November 13th, 1997 • Sportsline Usa Inc • Services-computer processing & data preparation
February 26, 2004Severance Agreement • May 17th, 2004 • Sportsline Com Inc • Services-computer processing & data preparation
This letter sets forth the terms on which SportsLine.com, Inc. (the “Company”) agrees to provide you certain compensation in the event (i) your employment with the Company is terminated other than for Cause (as hereinafter defined) or (ii) you terminate your employment for Good Reason (as hereinafter defined). We have agreed as follows:
CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSION. THIRD AMENDMENT TO PREMIER SPORTS INFORMATION AND COMMERCE AGREEMENTPremier Sports Information and Commerce Agreement • December 18th, 2003 • Sportsline Com Inc • Services-computer processing & data preparation
This Third Amendment to Premier Sports Information and Commerce Agreement (this “Amendment”), effective as of July 6, 2001 (the “Amendment Date”), is made and entered into by and between America Online, Inc. (“AOL”), a Delaware corporation, with its principal offices at 22000 AOL Way, Dulles, VA 20166 and SportsLine.com, Inc. (f/k/a SportsLine, USA, Inc.) (“ICP”), a Delaware corporation, with its principal offices at 2200 West Cypress Creek Road, Fort Lauderdale, Florida 33309 (each a “Party”, collectively, the “Parties”). The Parties entered into a Premier Sports Information and Commerce Agreement, effective as of October 1, 1998, as subsequently amended (the “Agreement”). AOL and ICP now desire to renew the Agreement on the terms and conditions set forth herein. All terms used in this Amendment but not defined herein shall have the meanings given thereto in the Agreement. AOL and ICP hereby agree to amend the Agreement as follows:
August 1, 2004Employment Agreement • August 2nd, 2004 • Sportsline Com Inc • Services-computer processing & data preparation
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 1, 2004, among SportsLine.com, Inc. (“SportsLine” or the “Company”), Viacom Inc. (“Viacom”) and Stargate Acquisition Corp. Two. Capitalized terms used in this letter and not otherwise defined shall have the meaning set forth in the Merger Agreement.
