EXHIBIT 10.5
[Letterhead of Ask Jeeves, Inc.]
April 30, 2004
PERSONAL AND CONFIDENTIAL
Xxxx Xxxxxxxxx
Interactive Search Holdings, Inc.
Xxx Xxxxxx Xxxxxx, Xxxxx 00
Xxxxxxxxx, XX 00000
(000) 000-0000
Dear Xxxx:
We are pleased in this amended and restated letter agreement (the
"Agreement") to confirm the terms of your employment with Ask Jeeves, Inc. (the
"Company") which shall commence and be effective from and after the second
business day following the Closing of the transaction contemplated by Agreement
and Plan of Reorganization dated March 3, 2004 between the Company and
Interactive Search Holdings et al. (such second business day following the
Closing, the "Effective Date"). You will remain an employee of Interactive
Search Holdings, Inc. (or its successors) until such Effective Date.
1. TITLE: Your position with the Company from and after the Effective Date
will be as a member of the senior executive team with duties to be
assigned by the Chief Executive Officer and you will report to the Chief
Executive Officer. Upon the Effective Date, the Company agrees to provide
you with an Indemnity Agreement (in the form filed with the Company 10Q on
August 5, 2003) for your execution. You agree to file a Form 3 (Initial
Statement of Beneficial Ownership of Securities) with the Securities and
Exchange Commission on the second business day following the Closing.
2. SALARY: Your annual base salary will be $250,000 ("Base Salary"), payable
in semi-monthly installments and subject to normal deductions and
withholdings.
3. INCENTIVE BONUS: You will be eligible to participate in the Ask Jeeves
Performance Bonus Plan. You would also be eligible for a cash bonus with a
target of 40% of base salary and a maximum of 80% of base salary. Although
the decisions to award a bonus under this Plan, and the amount of such
bonus, are made in the sole discretion of the Company based on Company and
individual performance, your manager will work with you to determine the
key milestones that will be considered in connection with these decisions.
Bonuses are targeted to be paid out on a pro-rated quarterly basis.
Additional information on the Bonus Plan will be provided to you within
your first thirty (30) days of employment. Ask Jeeves reserves the right
to change any provisions under the Bonus Plan at any time due to changes
in business conditions.
4. STOCK OPTIONS:
You will receive a grant of 25,000 options to purchase Ask Jeeves common
stock, subject to Board of Director approval. If granted, such options
will be evidenced and subject to the terms of a stock option agreement and
subject to the stock option plan under which the options are granted. Your
new hire options shall have a maximum term of ten (10) years and vest 1/12
of the full amount at the completion of each month of service
following the grant date. The strike price for the option grant will be
the closing price on your first day of work.
5. OFFICE: Your primary office will be based at the Company's facilities in
Irvington, NY. Regardless of your primary location, from time to time you
may be required to work at other locations as specified by the Company.
6. BENEFITS: As a regular full-time employee, Ask Jeeves provides you a
comprehensive compensation and benefits package. If you choose to
participate in the Ask Jeeves health benefit program, the benefits become
effective on your hire date. Information detailing these items will be
provided to you at the new hire orientation and you will be eligible to
participate in the employee benefit plans subject to the terms and
conditions of the various plans.
7. CONFIDENTIAL MATERIAL: You will be required to sign the attached
Confidential Information and Inventions Assignment Agreement, attached
hereto.
8. EXCLUSIVITY: You will serve the Company well and faithfully and use your
best efforts to promote its interests. You agree that while you are
employed for the Company, you will not (without the Company's prior
written consent) directly or indirectly compete with the Company, or,
directly or indirectly, own, manage or control, or participate in the
ownership, management, or control of any corporation, partnership,
proprietorship, firm, association or other business entity which competes
with the Company. This paragraph prohibits actual competition with the
Company and/or providing services to a competitor of the Company in any
position or consulting arrangement in which your duties relate in any way
to business activities in competition with the Company. Notwithstanding
the foregoing, you may serve on the board of directors, advisory boards of
other companies and industry trade groups, subject to Board of Directors
approval, such approval not to be unreasonably withheld.
9. TERM: At all times your employment with the Company is at-will. This means
that the Company can terminate you at any time and for any reason.
However, if you are terminated, you may be provided benefits consistent
with this Agreement.
10. DEFINITIONS:
a. Disability: "Disability" shall for purposes of this Agreement mean a
physical or mental condition which renders you unable to perform the
essential functions of your position, even with reasonable
accommodation which does not impose an undue hardship on the
Company. The Company reserves the right, in good faith and to the
extent consistent with federal and state law, to make the
determination of disability under this Agreement based on
information supplied by you and/or your medical personnel, as well
as information from medical personnel selected by the Company or its
insurers.
b. Cause: "Cause" shall for purposes of this Agreement include, but is
in no way limited to: willful misconduct; gross negligence; theft,
fraud or other illegal or dishonest conduct; refusal or
unwillingness to perform your duties; sexual or other forms of
unlawful harassment; violation of any fiduciary duty; violation of
any duty of loyalty; any act or omission that has a material and
adverse effect on the Company; and breach of any material term of
this Agreement, the Non-Competition Agreement, or the Confidential
Information and Inventions Assignment Agreement.
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c. Good Reason: "Good Reason" shall for purposes of this Agreement mean
(i) a reduction in your base salary (other than as part of a broad
salary reduction program instituted because the Company is in
financial distress), (ii) a material reduction or diminution of your
duties, responsibilities, or authority due to an act of the Company,
(iii) the Company requiring you to be based in an office or location
that is greater than thirty-five (35) miles from Irvington, NY, or
(iv) the Company's material breach of a material term of this
Agreement; provided that the Company (A) first be given reasonable
written notification by you of such alleged events, activities or
omissions, and (B) a reasonable opportunity (of not less than thirty
(30) days) to cure such events, activities or omissions if curable.
By way of clarification but not limitation, it is agreed and
acknowledged "Good Reason" will not include a change in your job
title and responsibilities to that of another senior, executive
officer position of the Company unless one of the circumstances in
clauses (i), (ii), (iii) or (iv) above also occur.
11. OBLIGATIONS OF THE COMPANY UPON TERMINATION:
a. Termination Without Cause Or For Good Reason: If the Company
terminates this Agreement and your employment without Cause, and you
sign a standard form of release of claims, the Company shall
continue to pay you your base salary (subject to normal deductions
and withholdings) for six (6) months following the date of your
termination, payable over six months. Payment of such severance
shall be in lieu of any other severance arrangement or plan of the
Company or its affiliates and in lieu of any other payments,
benefits, incentive compensation or other consideration, provided,
however, that you may receive benefits otherwise due terminated
employees consistent with the terms contained in the Company's
published policies or plans with respect to the 401(k) Plan, group
insurance coverage and employee stock options.
b. Termination For Cause or Death or Disability: Should this Agreement
and your employment terminate by the occurrence of any event other
than as a result of the Company exercising its right to do so
without Cause (including Death or Disability) or you exercising your
rights to do so for Good Reason, then all salary, benefits and
rights under this Agreement shall cease upon such termination.
Nothing contained in this Agreement shall prevent your receipt of
benefits otherwise due terminated employees consistent with the
terms contained in the Company's published policies or plans with
respect to profit sharing, group insurance coverage, and employee
stock options.
12. STATEMENTS. You agree that you will not make any public statement
concerning the Company, any of its affiliates or subsidiaries, or your
employment unless previously approved by the Company, except as may be
required by law.
13. INTEGRATION: This Agreement is intended to set forth the entire agreement
regarding your employment by the Company and cannot be changed or
terminated orally. This Agreement supersedes all prior negotiations or
agreements, whether oral or written, regarding the terms and conditions of
your employment by the Company (including but in no way limited to
compensation, duration, termination and benefits). This is a fully
integrated agreement. Notwithstanding the foregoing, nothing in this
Agreement alters any obligations you have pursuant to the Non-Competition
Agreement between you and the Company.
14. SEVERABILITY: If any provision of this Agreement is held to be
unenforceable for any reason, it shall not affect the enforceability of
any other provision of this Agreement.
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The parties agree that there is separate consideration for each provision
of this Agreement and that all of the provisions of this Agreement are
severable.
15. SUCCESSORS AND ASSIGNS: This agreement is personal to you and shall not,
without the prior written consent of the Company, be assignable by you.
This Agreement, however, shall inure to the benefit of and be binding upon
the Company and its successors and assigns in all respects, and any such
successor or assignee shall be deemed substituted for the Company under
the terms of this Agreement for all purposes and to the fullest extent
permitted at law. As used herein, the terms "successor" and "assignee"
shall include any person, firm, corporation, or other business entity
which at any time, whether by purchase, merger, or otherwise, directly or
indirectly acquires the stock of the Company or to which the Company
assigns this Agreement by operation of law or otherwise.
16. ARBITRATION: Any controversy, claim or dispute between yourself, on the
one hand, and the Company and its officers, directors, employees and/or
agents, on the other hand, in any way arising out of, relating in any way
to, or connected with this Agreement, its enforcement or interpretation,
or because of an alleged breach, default, or misrepresentation in
connection with any of its provisions, or arising out of, relating in any
way to, or connected with your employment or termination of the same
(including, but in no way limited to, claims of discrimination or sexual
or other forms of harassment) except for disputes relating to or arising
out of the obligations set forth in your Confidential Information and
Invention Assignment Agreement, shall be resolved through final and
binding arbitration before a single arbitrator, in New York, New York
pursuant to the applicable rules of the American Arbitration Association;
provided, however, that if the American Arbitration Association for any
reason does not administer the arbitration consistent with the terms of
this agreement, then the arbitration shall be conducted pursuant to the
Federal Arbitration Act, 9 U.S.C.Sections 1 et seq.. The Company will pay
for all costs unique to arbitration. By executing this letter you are
agreeing to waive your right to file a lawsuit in court and to have a jury
trial and agree to arbitration. Notwithstanding anything in this Section
16 to the contrary, either party may seek provisional relief, including
but not limited to, temporary restraining orders and preliminary
injunctions, from a court of competent jurisdiction in aid of arbitration,
to prevent any arbitration award from being rendered ineffectual. Seeking
any such relief shall not be deemed a waiver of either party's right to
compel arbitration. The Supreme Court of the State of New York, New York
County shall have jurisdiction over any action for provisional injunctive
relief between the parties.
17. APPLICABLE LAW: The rights and obligations of the parties hereunder shall
be construed and enforced in accordance with, and governed by, the laws of
the State of New York without regard to principles of conflict of laws.
18. CONDITIONS PRECEDENT: This Agreement and any employment with Ask Jeeves
pursuant to this Agreement, is contingent upon the following:
a. Your signing and return of this Agreement.
b. Your signing and return of the Personal Information form, Conditions of
Employment and Emergency Contact form, and the Confidential Information
and Invention Assignment Agreement and the Mutual Agreement to
Arbitrate Employment Disputes.
c. Your submission of appropriate documentation of your identity and
authorization to work in the United States.
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d. Your authorization for Ask Jeeves or an agent of the Company to conduct
reference and background checks, the receipt of results of such checks
to be satisfactory to Ask Jeeves, and verification of valid drivers'
license if required for your job.
These conditions apply and must be satisfied even if you begin work before all
conditions are met.
ACCEPTANCE OF AGREEMENT
If you choose to accept this Agreement, please sign and date this letter. Fax
this signed document to 000-000-0000 attn: Xxxx Xxxxxxxxxx and then forward the
original documents to Xxxx Xxxxxxxxxx, Human Resources, 0000 Xxxxxx Xx., Xxx.
000, Xxxxxxxxxx, XX 00000 on your first day of work.
This letter Agreement amends, restates and supersedes that letter Agreement
between the parties dated March 2, 2004.
I am very excited about you joining our team and we look forward to your
contributions. If you have any further questions, please contact me at
000-000-0000.
Sincerely,
/s/ Xxxx Xxxxxxxxxx
Xxxx Xxxxxxxxxx
Vice President, Human Resources
Agreed to this _________ day of April.
/s/ Xxxx Xxxxxxxxx
-------------------------------
Xxxx Xxxxxxxxx
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