EXHIBIT 99.14
COMPENSATION AGREEMENT
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This Agreement is made as of the 13th day of January, 1997 by and
between GeoCities, a California corporation (the "Corporation"), and Xxxxx X.
Xxxxxxx ("Optionee").
W I T N E S S E T H
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WHEREAS, in consideration for services performed by Optionee, the
Corporation granted Optionee a stock option on January 13, 1997, to purchase
600,000 shares of the Corporation's Common Stock (the "Option") upon the terms
and conditions set forth in the documentation evidencing such Option attached
hereto.
NOW, THEREFORE, in consideration of the above premises, the parties
hereto agree as follows:
1. The Corporation and Optionee acknowledge and agree that the
Option is granted solely as compensation for services rendered the Corporation
by Optionee and not for any capital-raising purposes or in connection with any
capital-raising activities.
2. The Option shall not be transferable or assignable except in
connection with Optionee's death.
3. This Agreement is intended to constitute a written compensation
contract within the meaning of Rule 701 of the Securities Act of
1933, as amended.
4. This Agreement is intended solely to memorialize the agreement
and understanding which exists between Optionee and the
Corporation concerning the grant of the Option. Nothing herein or
in the documentation evidencing the Option is intended to provide
Optionee with the right to remain in the Corporation's service
for any specific period, and Optionee's services may be
terminated at any time by the Corporation, for any reason, with
or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as
of the date first above written.
OPTIONEE GEOCITIES
By:
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Title:
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STOCK OPTION AGREEMENT
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This STOCK OPTION AGREEMENT (this "Agreement") is made and entered
into as of January 13, 1997, by and between GeoCities, a California corporation,
and XXXXX X. XXXXXXX, an employee of GeoCities (the "Optionee").
W I T N E S S E T H:
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WHEREAS, the Optionee is currently serving as the president and chief
executive officer, and is a director, of GeoCities; and
WHEREAS, GeoCities desires to grant to the Optionee an option which
does not meet the requirements of Section 422 of the Internal Revenue Code of
1986, as amended, to purchase shares of the common stock of GeoCities ("Common
Stock");
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and conditions hereinafter set forth and other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
1. GeoCities hereby grants to the Optionee the option to purchase
150,000 shares of Common Stock at a price per share of $3.54 upon the terms and
subject to the conditions set forth herein.
2. Subject to the conditions set forth herein, the right to exercise
this option shall accrue in periodic installments as follows:
(i) commencing January 13, 1998, this option may be exercised to
the extent of 37,500 shares;
(ii) commencing January 13, 1999, this option may be exercised to
the extent of an additional 37,500 shares;
(iii) commencing January 13, 2000, this option may be exercised to
the extent of an additional 37,500 shares; and
(iv) commencing January 13, 2001, this option may be exercised to
the extent of an additional 37,500 shares.
This option may be exercised, in whole or in part, subject to the limitations
imposed by the exercise schedule set forth above, at any time and from time to
time commencing with the respective dates on which each portion becomes
exercisable and continuing until January 13, 2004, at which time the entire
unexercised portion of this option shall expire.
3. For purposes of this Agreement, the Optionee's service as an
officer and director of GeoCities shall be deemed to be the equivalent of the
Optionee's employment with GeoCities, and all references to the Optionee's
employment and cessation of employment shall be deemed to refer to the
Optionee's service as an officer and director of GeoCities and his
ceasing to be an officer and director of GeoCities, respectively. In the event
of the termination of the Optionee's employment for any reason, including for
cause or without cause, resignation, death or disability, then (i) the exercise
schedule to which this option is subject pursuant to Paragraph 2 hereof shall be
accelerated and such option shall be immediately exercisable, and (ii) the
Optionee must then exercise his option within thirty (30) days thereafter. The
Optionee shall be deemed to have waived the right to exercise his option as to
any shares which the Optionee fails to purchase within such thirty (30) day
period.
4. This option shall be nontransferable by the Optionee, other than
by will or the laws of descent and distribution.
5. Subject to any required action of GeoCities's stockholders, the
existence of outstanding options hereunder shall not affect GeoCities's right or
power to make or authorize any or all adjustments, recapitalizations,
reorganizations or other changes in its capital structure or business; to
approve any merger or consolidation, issuance of bonds, debentures, preferred or
prior preference stock ahead of or affecting the Common Stock; to elect its
dissolution or liquidation or that of any of its subsidiaries; to sell or
transfer any of its business; or to do any other corporate act whether similar
to the events described above or otherwise. If the number of outstanding shares
of Common Stock is increased or decreased or changed into or exchanged for a
different number or kind of securities, whether of GeoCities or any other
corporation, by reason of recapitalization, reclassification, stock split,
combination of shares, stock dividends or other similar event, the number and
kind of securities as to which outstanding options may be exercised, and the
option price at which outstanding options may be exercised may be adjusted by
the Board of Directors, whose determination shall be binding and final.
6. In the event of (i) a liquidation, dissolution or winding up of
GeoCities, (ii) a consolidation or merger of GeoCities with or into any other
corporation or corporations (other than a wholly-owned subsidiary), (iii) the
sale, transfer or other disposition of all or substantially all of the assets of
GeoCities or (iv) the consummation of any transaction or series of related
transactions which results in GeoCities' shareholders immediately prior to such
transaction not holding at least 50% of the voting power of the surviving or
continuing entity (collectively, a "Liquidation"), then in the event of any such
Liquidation, the exercise schedule to which this option is subject pursuant to
Paragraph 2 hereof shall be accelerated, and the option shall be immediately
exercisable upon the consummation of any such Liquidation. Any actions taken
hereunder by the Board of Directors may be done without consideration of any
resulting income tax consequences to GeoCities or the Optionee.
7. This option may be exercised in accordance with the terms hereof
by: (a) giving written notice of such exercise to GeoCities, specifying the
number of whole shares to be purchased and accompanied by full payment of the
purchase price thereof, either in cash, by check or by delivery to GeoCities of
shares of Common Stock already owned by the Optionee (duly endorsed in favor of
GeoCities or accompanied by a duly endorsed stock power) together with the
amount of any income tax GeoCities is required by law to withhold by reason of
such exercise, and (b) giving satisfactory assurances in writing, if requested
by GeoCities, signed by the person exercising this option, that the shares to be
purchased upon such exercise are being purchased for investment and not with the
view to distribution thereof. Any Common Stock which the Optionee acquires by
his exercise of this option shall be subject to the rights and
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restrictions set forth in the Optionee's employment agreement dated as of
December 28, 1995, as amended, and that certain Amended and Restated Rights
Agreement, dated as of the date hereof, among the Optionee, GeoCities and
certain other shareholders named therein.
8. Unless the shares to be issued are at the time of issuance
registered under the Securities Act of 1933, as amended, this option is granted
on the condition that the purchase of stock hereunder shall be for investment
purposes and not with the view to resale or distribution.
9. Neither the Optionee nor any person claiming under or through him
shall be, or have any of the rights or privileges of, a stockholder of GeoCities
with respect to any of the shares issuable upon the exercise of this option,
unless and until certificates representing such shares shall have been issued
and delivered to him.
10. Any notice to be given to GeoCities under the terms of this
Agreement shall be addressed to GeoCities, in care of its President, at 0000
Xxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000, or to such other address as
GeoCities may hereafter designate in writing. Any notice to be given to the
Optionee shall be addressed to the Optionee at the address set forth beneath his
signature hereto, or at any other address as the Optionee may hereafter
designate in writing. Any such notice shall be deemed to have been duly given if
and when personally delivered, or if mailed, two (2) business days following its
being deposited in the United States mails in a properly sealed envelope,
addressed as aforesaid, registered or certified, postage prepaid.
11. Except as otherwise provided herein, this option and the rights
and privileges conferred by this Agreement may not be transferred, assigned,
pledged or hypothecated by the Optionee in any way (whether by operation of law
or otherwise) and shall not be subject to sale under execution, attachment or
similar process. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this option, or of any right or privilege conferred hereby,
contrary to the provisions hereof, or upon any attempted sale under any
execution, attachment or similar process upon the rights and privileges
conferred hereby, this option and the rights and privileges conferred upon the
Optionee in this Agreement shall immediately become null and void.
12. Subject to the limitations on transferability contained herein,
this Agreement shall be binding upon and inure to the benefit of the heirs,
legal representatives, successors and assigns of the parties hereto.
13. Nothing in this Agreement is intended nor shall it be deemed, to
create any employment agreement between the Optionee and GeoCities or to impose
any obligation on the part of GeoCities to maintain Optionee's employment with
GeoCities, and any rights that the Optionee may have GeoCities with respect to
the Optionee's employment, other than as an at-will employee, shall be as set
forth in a written employment agreement between the Optionee and GeoCities, if
any.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
in duplicate, as of the day and year first above written.
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GEOCITIES
By: _______________________________
Xxxxx X. Xxxxxxx, President
ACCEPTED:
_________________________
Xxxxx X. Xxxxxxx
0000 Xxxxxxx Xxx, Xxxxxxxxx, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
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