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Exhibit 10.1
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement") dated as of June 15, 1998,
between SPORTSLINE USA, INC., a Delaware corporation (the "Company"), and
Xxxxxxx Xxxx (the "Executive").
PRELIMINARY STATEMENTS
A. The Executive is currently Chairman of the Board, President and
Chief Executive Officer of the Company.
B. The Board of Directors of the Company (the "Board") recognizes that
the Executive's contribution to the growth and success of the Company has been
substantial and desires to assure the Company of the Executive's continued
employment in an executive capacity and to compensate him therefor.
C. The Board has determined that this Agreement will reinforce and
encourage the Executive's continued attention and dedication to the Company.
D. The Executive is willing to make his services available to the
Company on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
set forth herein, the parties agree as follows:
1. Employment. The Company hereby agrees to continue to employ the
Executive and the Executive hereby agrees to continue to serve the Company, on
the terms and conditions set forth in this Agreement.
2. Term of Agreement. Subject to the terms and conditions hereof, the
term of the Executive's employment pursuant to this Agreement (the "Term") shall
commence on the date hereof and shall continue in effect through December 31,
2003. The Term may be extended or renewed at any time by mutual written
agreement.
3. Position and Duties. The Executive shall serve as the Chairman of
the Board, President and Chief Executive Officer of the Company and shall have
powers and authority superior to any other officer or employee of the Company or
of any subsidiary of the Company. The Executive shall also have such other
powers and duties as may from time to time be delegated to him by the Board,
provided that such duties are consistent with his present duties and with the
Executive's position. The Executive shall report to the Board. The Executive
shall devote substantially all of his working time and efforts during normal
business hours to the business and affairs of the Company in substantially the
same manner (both as to working time and effort) as the Executive has devoted to
the Company in the past; provided, that it shall not be a violation of this
Agreement for the Executive to (i) serve on corporate, civic or charitable
boards or committees, (ii) deliver lectures or fulfill speaking engagements or
(iii) manage personal investments, so long as such activities do not interfere
with the performance of the Executive's responsibilities as an employee of the
Company in accordance with this Agreement.
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4. Place of Performance. In connection with his employment by the
Company, the Executive shall be based at the Company's principal executive
offices except for required travel on the Company's business to an extent
substantially consistent with his present travel obligations. The Company shall
not, without the written consent of the Executive, relocate or transfer its
principal executive offices outside Broward County, Florida.
5. Compensation and Related Matters.
(a) Base Salary. The Executive shall receive a base salary, payable
in substantially equal bi-weekly installments, at the annual rate of at least
$300,000 during each fiscal year during the Term, or such greater amount as
shall be determined by the Compensation Committee ("Compensation Committee") of
the Board or the entire Board, in its sole discretion (the "Base Salary").
Notwithstanding the foregoing, on January 1, 1999 and on each January 1
thereafter (the "Salary Adjustment Date"), the Executive's then Base Salary
shall be increased by an amount equal to 10% of the Base Salary payable to the
Executive during the preceding calendar year. The Base Salary shall also be
reviewed, at least annually, for merit increases and may, by action and in the
discretion of the Compensation Committee or the Board, be increased at any time
or from time to time. Any increase in the Base Salary or other compensation
granted by the Compensation Committee or the Board shall in no way limit or
reduce any other obligation of the Company under this Agreement and, once
established at an increased specified rate, the Base Salary shall not thereafter
be reduced.
(b) Incentive Compensation. In addition to the Base Salary, the
Executive shall be entitled to receive such bonuses or incentive compensation
("Incentive Compensation") as the Compensation Committee may determine in its
discretion. In determining Incentive Compensation, the Compensation Committee
shall take into consideration improvements in the Company's earnings, cash flow
and other indicators of financial and operating performance (such as EBITDA and
site traffic), the Executive's involvement in and contribution to new strategic
agreements and other corporate developments and such other criteria as it shall
deem relevant. The Executive shall be entitled to participate in any bonus pool
established by the Company for its executives and key management employees,
subject to and on a basis consistent with the terms, conditions and overall
administration of such bonus pool.
(c) Stock Options. During the Term, the Executive shall be entitled
to receive stock option grants, no less frequently than annually. The number of
stock options and the terms and conditions of stock options granted to the
Executive shall be determined by the Compensation Committee in its discretion;
provided, that the Executive shall be granted stock options to purchase at least
150,000 shares of the Company's common stock during each calendar year.
(d) Expenses. During the Term, the Company, in accordance with its
expense reimbursement policies and procedures in effect for senior management
employees from time to time, shall reimburse the Executive for all reasonable
expenses actually paid or incurred by the Executive in the course of and
pursuant to the business of the Company, including expenses for travel and
entertainment.
(e) Other Benefits. The Company shall not make any changes in any
employee benefit plans or arrangements in effect on the date of this Agreement
in which the Executive participates, (including without limitation, to the
extent in effect, each pension and retirement plan, supplemental pension and
retirement plan, savings and profit sharing plan, life insurance policies,
officers and
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directors policies, stock option plan, life insurance plan, medical and health
insurance plan, disability plan, dental plan, health-and-accident plan or,
similar plans or arrangements) which would adversely affect the Executive's
rights or benefits thereunder, unless such change occurs pursuant to an
amendment applicable to all senior executives and/or employees of the Company
and does not result in a proportionately greater reduction in the rights of or
benefits to the Executive as compared with any other senior executives and/or
employees of the Company. The Executive shall be entitled to participate in or
receive benefits under any employee benefit plan or arrangement made available
by the Company in the future to its executives and key management employees,
subject to and on a basis consistent with the terms, conditions and overall
administration of such plan or arrangement. The Company shall also provide the
Executive such coverage under any directors and officers liability policies it
maintains as is provided to its other senior management employees. Nothing paid
or provided to the Executive under any plan or arrangement presently in effect
or made available in the future shall be deemed to be in lieu of the Base Salary
or any other obligation payable to the Executive pursuant to this Agreement.
(f) Vacation. The Executive shall be entitled to the number of paid
vacation days in each calendar year determined by the Company from time to time
for its senior executive officers, but not less than four weeks in any calendar
year (prorated in any calendar year during which the Executive is employed under
this Agreement for less than the entire such year in accordance with the number
of days in such calendar year during which he is so employed). The Executive
shall also be entitled to all paid holidays given by the Company to its senior
executive officers.
(g) Perquisites and Fringe Benefits. The Executive shall be entitled
to continue to receive all perquisites and fringe benefits provided or available
to senior executive officers of the Company in accordance with present practice
and as may be changed from time to time with respect to all senior executive
officers of the Company.
(h) Working Facilities. The Company shall furnish the Executive with an
office, a secretary and such other facilities and services suitable to his
position and adequate for the performance of his duties hereunder.
6. Other Offices. The Executive agrees to serve without additional
compensation as a director of the Company and any of its subsidiaries and as an
officer of any of the Company's present or future subsidiaries; provided, that
the Executive shall be indemnified for serving in any and all such capacities on
a basis no less favorable than may be from time to time provided to other senior
executives of the Company, and the Company shall use its best efforts consistent
with sound business practices obtain and maintain appropriate coverage under
officers and directors policies.
7. Restrictive Covenants.
(a) Noncompetition. The Executive agrees that he will not, either
during the Term or for a period of two years following any termination of this
Agreement, other than a termination by the Executive for Good Reason (as
hereinafter defined) or a termination by the Company without Cause (as
hereinafter defined), directly or indirectly, engage in, operate, have any
investment or interest or otherwise participate in any manner (whether as an
employee, officer, director, partner, agent, security holder, creditor,
consultant or otherwise) in any sole proprietorship, partnership, corporation or
business or any other person or entity that engages, directly or indirectly, in
a Competing Business; provided, that the Executive may continue to hold Company
securities and/or acquire, solely as an investment, shares of capital stock or
other equity securities of any company which are
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publicly traded, so long as the Executive does not control, acquire a
controlling interest in, or become a member of a group which exercises direct or
indirect control of, more than five percent (5%) of any class of capital stock
of such corporation. For purposes of this Agreement, the term "Competing
Business" means any sole proprietorship, partnership, corporation or business or
any other person or entity that owns, operates, manages or distributes an
on-line service that provides sports news, information and content, whether such
service is accessed through the Internet, a commercial on-line service or
otherwise.
(b) Unauthorized Disclosure. During the Term and for a period of two
years following any termination of this Agreement, other than a termination by
the Executive for Good Reason (as hereinafter defined) or a termination by the
Company without Cause (as hereinafter defined), the Executive shall not, without
the written consent of the Board or a person authorized thereby, disclose to any
person, other than an employee of the Company (or its subsidiaries) or a person
to whom disclosure is reasonably necessary or appropriate in connection with the
performance by the Executive of his duties as an executive of the Company, any
confidential information obtained by him while in the employ of the Company with
respect to any of the Company's customers, suppliers, creditors, lenders,
investment bankers, methods of distribution or methods of marketing, the
disclosure of which he knows will be damaging to the Company; provided, however,
that confidential information shall not include any information known generally
to the public (other than as a result of unauthorized disclosure by the
Executive) or any information of a type not otherwise considered confidential by
persons engaged in the same business or a business similar to that conducted by
the Company. Notwithstanding the foregoing, nothing herein shall be deemed to
restrict the Executive from disclosing Confidential Information to the extent
required by law.
(c) Nonsolicitation of Employees. During the Term and for a period of
two years following any termination of this Agreement, other than a termination
by the Executive for Good Reason (as hereinafter defined) or a termination by
the Company without Cause (as hereinafter defined), the Executive shall not
directly or indirectly, for himself or for any other person, firm, corporation,
partnership, association or other entity, attempt to employ or enter into any
contractual arrangement with any employee or former employee of the Company,
unless such employee or former employee has not been employed by the Company for
a period in excess of six months.
(d) Injunction. It is recognized and hereby acknowledged by the
Company and the Executive that a breach by the Executive of any of the
agreements contained in this Section 7 may cause irreparable harm or damage to
the Company or its subsidiaries, the monetary amount of which may be virtually
impossible to ascertain. As a result, the Executive and the Company agree that
the Company and any of its subsidiaries shall be entitled to an injunction
issued by any court of competent jurisdiction enjoining and restraining any and
all violations of such agreements by the Executive or his associates,
affiliates, partners or agents, and that such right to an injunction shall be
cumulative and in addition to whatever other remedies the Company may possess.
(e) Certain Provisions. The limitations of Section 7(a) shall
terminate if upon termination of this Agreement for any reason the Company does
not fulfill its obligations as required by Section 9 hereof; however, such
termination shall not affect the rights of the Executive to receive all
payments, undiminished in any way, provided by such Section 9. The provisions of
Section 7 shall apply during the time the Executive is receiving any payments
from the Company as a result of a termination resulting from Disability.
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8 8. Termination. The Executive's employment under this Agreement may
be terminated without any breach of this Agreement only on the following
circumstances:
(a) Death. The Executive's employment under this Agreement shall
terminate automatically upon his death.
(b) Disability. If, as a result of the Executive's incapacity due to
physical or mental illness, the Executive shall have been absent from the
performance of his duties under this Agreement for six consecutive months during
any twelve-month period, and within 30 days after written notice of termination
is given (which notice may only be given after the end of such six-month
period), the Executive shall not have returned to the performance of his duties
under this Agreement, the Company may terminate the Executive's employment under
this Agreement for "Disability."
(c) Cause. The Company may terminate the Executive's employment under
this Agreement for Cause. For purposes of this Agreement, the term "Cause" shall
mean (i) the willful and continued failure by the Executive to substantially
perform his duties under this Agreement (other than any such failure resulting
from the Executive's incapacity due to physical or mental illness or from the
termination of this Agreement by the Executive for Good Reason), after a demand
for substantial performance is delivered to the Executive by the Company
specifically identifying the manner in which the Company believes the Executive
has not substantially performed his duties, and the Executive shall have failed
to resume substantial performance of such duties within thirty (30) days of
receiving such demand, (ii) the willful engaging by the Executive in criminal
conduct (including embezzlement and criminal fraud) which is demonstrably and
materially injurious to the Company, monetarily or otherwise, or (iii) the
conviction of the Executive of a felony (other than a traffic violation) or the
conviction of the Executive of a misdemeanor which impairs the Executive's
ability substantially to perform his duties with the Company. For purposes of
this paragraph, no act, or failure to act, on the Executive's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in the best
interest of the Company. Notwithstanding anything herein to the contrary, the
Executive shall not be deemed to have been terminated for Cause unless and until
there shall have been delivered to the Executive a copy of a resolution, duly
adopted by the affirmative vote of not less than a majority of the members of
the Board then in office (other than the Executive) at a meeting of the Board
called and held for such purpose (after reasonable notice to the Executive and
an opportunity for him, together with his counsel, to be heard before the
Board), finding that in the good faith opinion of the Board the Executive was
guilty of conduct set forth in clause (i), (ii) or (iii), above, and specifying
the particulars thereon in detail.
(d) Termination by the Executive. The Executive may terminate his
employment under this Agreement (i) for Good Reason, or (ii) if his health
should become impaired to any extent that makes the continued performance of his
duties under this Agreement hazardous to his physical or mental health or his
life, provided that the Executive shall have furnished the Company with a
written statement from a qualified doctor to such effect and provided, further,
that at the Company's request and expense the Executive shall submit to an
examination by a doctor selected by the Company and such doctor shall have
concurred in the conclusion of the Executive's doctor.
For purposes of this Agreement the term "Good Reason" shall mean,
without the Executive's express prior written consent, the occurrence of any one
or more of the following: (A) the assignment to the Executive of any duties or
reporting obligations other than those contemplated by,
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or any limitation of the powers of the Executive in any respect not contemplated
by, Section 3 hereof, or any other action by the Company which results in a
diminution in the nature or status of the Executive's position, authority,
duties or responsibilities; (B) a reduction by the Company in the Executive's
Base Salary as the same shall be increased from time to time; (C) the Company's
requiring the Executive to be based at a location outside of Broward County,
Florida; (D) a failure by the Company to comply with its other obligations and
agreements contained herein, including but not limited to any failure by the
Company to comply with any of the provisions of Section 5 hereof; (E) a failure
of the Company to obtain a satisfactory agreement from any successor to the
Company to assume and agree to perform this Agreement, as contemplated in
Section 10(c) hereof; or (F) any purported termination by the Company of the
Executive's employment that is not effected pursuant to a Notice of Termination
satisfying the requirements of subsection 8(e) hereof and otherwise in
accordance with the terms of this Agreement, and for purposes of this Agreement,
no such termination shall be effective.
The Executive's right to terminate his employment for Good Reason or
Retirement shall not be affected by his incapacity due to physical or mental
illness, nor shall the Executive's continued employment constitute consent to,
or a waiver of rights with respect to, any circumstances constituting Good
Reason hereunder. For purposes of this Section 8(d), any good faith
determination of "Good Reason" made by the Executive shall be conclusive;
provided, that with respect to the matters set forth in clauses (A) and (D),
above, the Executive shall give the Board thirty (30) days prior written notice
of his intent to terminate this Agreement as a result of any breach or alleged
breach of the applicable provision and the Company shall have the right to cure
any such breach or alleged breach within such 30-day period; provided, that no
such prior written notice or opportunity to cure shall be required following a
Change in Control.
(e) Notice of Termination. Any termination of the Executive's
employment by the Company or by the Executive (other than termination pursuant
to Section 8(a), above) shall be communicated by written Notice of Termination
to the other party hereto given in accordance with Section 12. For purposes of
this Agreement, a "Notice of Termination" shall mean a written notice which
indicates the specific termination provision in this Agreement relied upon and
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. The failure by the Executive to set forth in any Notice of
Termination any fact or circumstance which contributes to a showing of Good
Reason shall not waive any right of the Executive hereunder or preclude the
Executive from asserting such fact or circumstance in enforcing his rights
hereunder.
(f) Date of Termination. "Date of Termination" shall mean (i) if the
Executive's employment is terminated by his death, the date of his death, (ii)
if the Executive's employment is terminated for Disability, thirty (30) days
after Notice of Termination is given (provided that the Executive shall not have
returned to the performance of his duties during such thirty (30) day period),
(iii) if the Executive's employment is terminated by the Company for Cause, the
date specified in the Notice of Termination after the expiration of any cure
periods, and (iv) if the Executive's employment is terminated for any other
reason, the date on which a Notice of Termination is given after the expiration
of any cure periods; provided, that if within thirty (30) days after any Notice
of Termination one party notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date finally
determined to be the Date of Termination, either by mutual written agreement of
the parties or by a binding and final arbitration award or an adjudication by a
court of competent jurisdiction (and in such event the Company shall continue to
perform its obligations hereunder until the date so determined).
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9. Compensation Upon Termination or During Disability.
(a) Death. If the Executive's employment shall be terminated by
reason of his death, the Company shall pay to such person as the Executive shall
have designated in a notice filed with the Company, or, if no such person shall
have been designated, to his estate, (i) any unpaid amounts of his Base Salary
or Incentive Compensation accrued prior to the date of his death and (ii) a lump
sum death benefit equal to the sum of the Executive's then current Base Salary
and the Executive's Incentive Compensation for the immediately preceding
calendar year (the "Most Recent Incentive Compensation"); and upon making such
payments, the Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of the
Executive's death pursuant to Section 5(c)); provided, that the Executive's
spouse, beneficiaries or estate shall also be entitled to receive any amounts or
other benefits payable pursuant to any pension or employee benefit plan, life
insurance policy or other plan, program or policy then maintained or provided by
the Company in accordance with the terms thereof, or any other agreement between
the Executive and the Company.
(b) Disability. During any period that the Executive fails to perform
his duties hereunder as a result of incapacity due to physical or mental
illness, the Executive shall continue to receive his full Base Salary and any
Incentive Compensation until the Executive's employment is terminated pursuant
to Section 8(b) hereof, or until the Executive terminates his employment
pursuant to Section 8(d)(ii) hereof, whichever first occurs. Following such
termination, the Executive shall be paid in equal monthly installments an amount
equal to his Base Salary at the rate in effect at the time Notice of Termination
is given until the later of one year after termination of his employment or the
expiration of the Term (as in effect on the date of termination), plus any
disability payments otherwise payable by or pursuant to plans provided by the
Company. In addition, the Executive shall be entitled to receive any amounts
payable pursuant to any pension or employee benefit plan, life insurance policy
or other plan, program or policy then maintained or provided by the Company to
the Executive in accordance with the terms thereof.
(c) Cause; Other than for Good Reason. If the Executive's employment
shall be terminated by the Company for Cause, or by the Executive for other than
Good Reason, the Company shall pay the Executive his full Base Salary and
accrued vacation pay through the Date of Termination at the rate in effect at
the time Notice of Termination is given (or on the Date of Termination if no
Notice of Termination is required hereunder) plus all other amounts to which the
Executive is entitled under any plan, program, policy or practice of the Company
or otherwise at the time such payments are due and such payments shall, assuming
the Company is in compliance with the provisions of this Agreement, fully
discharge the Company's obligations hereunder.
(d) Good Reason; Other than Cause or Disability. If the Company shall
terminate the Executive's employment other than for Cause or Disability (it
being understood that a purported termination for Cause or Disability which is
disputed and finally determined not to have been proper shall be a termination
by the Company in breach of this Agreement), or the Executive shall terminate
his employment for Good Reason, then the Company shall pay the Executive, not
later than the fifth day following the Date of Termination, the aggregate of the
following amounts:
(A) his full Base Salary and accrued vacation pay through the
Date of Termination at the rate in effect at the time Notice of
Termination is given, or the Date of Termination where no Notice of
Termination is required hereunder, any accrued Incentive
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Compensation and any other amounts to which the Executive is entitled
under any plan, policy, practice or program of the Company or otherwise
at the time such payments are due;
(B) the product of (x) the Most Recent Incentive Compensation,
times (y) a fraction, the numerator of which is the number of days in
the current fiscal year through the Date of Termination and the
denominator of which is 365; and
(C) in lieu of any further salary or bonus payments to the
Executive for periods subsequent to the Date of Termination, and as a
severance benefit to the Executive, a lump sum amount equal to the
greater of (x) two (2) times the Executive's annual Base Salary in
effect immediately prior to the occurrence of the circumstances giving
rise to such termination and (y) the amount of Base Salary that would
have been payable to the Executive through the end of the Term had the
Executive's employment not been terminated, assuming that the
Executive's annual Base Salary for such period was determined in
accordance with the provisions of Section 5(a).
(e) Acceleration of Vesting; Sale of Shares. Unless the Executive is
terminated for Cause, upon termination of the Executive's employment for any
reason, all unvested stock options held by the Executive at the time of such
termination shall immediately vest and become exercisable on the Date of
Termination; and all such stock options, together with any previously vested and
unexercised stock options, shall be exercisable by the Executive in accordance
with their respective terms for a period of one (1) year following the Date of
Termination or, if earlier, until the then scheduled expiration date(s) of such
options. The Company shall provide the Executive such cooperation and assistance
as may reasonably be necessary to effect cashless exercises of such stock
options, as well as the sale of any restricted Company securities beneficially
owned by the Executive at the Date of Termination.
(f) Maintenance of Benefit. Unless the Executive is terminated for
Cause, the Company shall maintain in full force and effect, for the continued
benefit of the Executive and/or his family for two (2) years after termination
for any reason, all employee medical, health and hospitalization plans and
programs in which the Executive and/or his family was entitled to participate in
immediately prior to the Date of Termination provided that the continued
participation of the Executive and/or his family is possible under the general
terms and provisions of such plans and programs. In the event that the
participation of the Executive and/or his family in any such plan or program is
barred, the Company shall arrange to provide the Executive and/or his family
with benefits substantially similar to those which the Executive and/or his
family would otherwise have been entitled to receive under such plans and
programs from which his or their continued participation is barred.
(g) Full Settlement. The Company's obligation to make the payments
provided for herein and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others,
except claims in respect of the Executive's gross negligence, wilful misconduct
or violation of any applicable law. The Executive shall not be required to
mitigate the amount of any payment provided for in Section 9 hereof by seeking
other employment or otherwise, nor shall the amount of any payment provided for
in Section 9 hereof be reduced by any compensation earned by the Executive as
the result of employment by another employer or business, by profits earned by
the Executive from any source at any time before or after the Date of
Termination, or otherwise. Unless the Executive is found by a court of competent
jurisdiction to have committed an act that constitutes gross negligence, wilful
misconduct or a violation of
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applicable law, the Company agrees to pay, to the fullest extent permitted by
law, all legal fees and expenses incurred by the Executive as a result of any
contest or dispute (regardless of the outcome thereof) by the Company or others
of the validity or enforceability of, or liability under, any provision of this
Agreement, or by the Executive in seeking to obtain or enforce any right or
benefit provided by this Agreement (including the amount of any payment pursuant
to Section 9 hereof or the validity of any purported termination by the Company
hereunder).
10 10. Successors.
(a) This Agreement is personal to the Executive and without the prior
written consent of the Company shall not be assignable by the Executive other
than by will or the laws of descent and distribution. This Agreement and all
rights of the Executive hereunder shall inure to the benefit of and be enforce
able by the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devises and legatees. If the
Executive should die while any amounts would still be payable to him hereunder,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the Executive's personal or legal
representatives or, if there be no such persons, the Executive's estate.
(b) This Agreement shall inure to the benefit of and be binding upon
the Company and its successors and assigns.
(c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, to assume expressly and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of this Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he terminated his
employment for Good Reason, except for purposes of implementing the foregoing,
the date on which any such succession becomes effective shall be deemed the Date
of Termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers an assumption and agreement provided for
in this Section 10(c) or which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law, or otherwise.
11. Non-exclusivity of Rights. Nothing in this Agreement shall prevent
or limit the Executive's continuing future participation in any benefit, bonus,
incentive or other plans, programs, policies or practices provided by the
Company or any of its subsidiaries and for which the Executive may qualify, nor
shall anything herein limit or otherwise affect such rights as the Executive may
have under any stock option or other agreements with the Company or any of its
subsidiaries. Except as herein specifically provided, amounts which are vested
benefits or which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of the Company or any of its subsidiaries at or
subsequent to the Date of Termination shall be payable in accordance with such
plan, policy, practice or program.
12. Notice. All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
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If to the Executive: 000 X.X. 00xx Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
If to the Company: SportsLine USA, Inc.
0000 X.X. 0xx Xxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attn: Board of Directors
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee.
13. Miscellaneous.
(a) This Agreement has been approved by the Board. No provisions of
this Agreement may be modified, waived or discharged unless such modification,
waiver or discharge is agreed to in a writing signed by the Executive and such
officer as may be specifically designed by the Board.
(b) The failure by either party hereto to insist upon compliance with
any condition or provision of this Agreement shall not be deemed a waiver of
such condition or provision or any other provision hereof.
(c) No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement and this Agreement
supersedes any other employment agreement between the Company and the Executive.
(d) The Company may withhold from any accounts payable under this
Agreement all Federal, state or other taxes as legally shall be required.
(e) The validity, interpretation, construction and performance of
this Agreement shall be governed by the laws of the State of Florida, without
reference to principles of conflicts of laws.
(f) The invalidity or unenforceability of any provision or provisions
of this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement, which shall remain in full force and effect.
(g) This Agreement may be executed in several counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
as of the date and year first above written.
SPORTSLINE USA, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------------------------
Title: Chief Financial Officer and Secretary
/s/ Xxxxxxx Xxxx
---------------------------------------------
Xxxxxxx Xxxx
-10-
11
The foregoing Employment Agreement was approved by the Compensation
Committee of the Company's Board of Directors:
/s/ Xxxx XxXxxxx
------------------------------
Xxxx XxXxxxx
/s/ Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx
-11-
