EXHIBIT 10.31
EXECUTION COPY
iVILLAGE INC.
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into
by and between iVillage Inc., a Delaware corporation (the "Company"), and
Xxxxxxx XxXxxxxxx ("Employee") on November 29, 2000 (the "Effective Date").
In consideration of the mutual covenants and agreements
hereinafter set forth, the Company and Employee hereby agree as follows:
AGREEMENT
1. EMPLOYMENT. The Company hereby employs Employee to serve as
Chief Executive Officer of the Company with such duties and responsibilities as
are usually vested in the office of chief executive officer of a corporation and
as otherwise set forth in the Company's By-Laws, and in such other executive and
managerial capacities consistent with his status and title as are determined by
the Board of Directors of the Company.
Unless earlier terminated as set forth herein, the initial
term of employment shall be for a period of thirty (30) months from the
Effective Date (the "Initial Term"). Thereafter, the employment of Employee by
the Company shall continue at will, provided that either party may terminate
this Agreement effective as of the end of the Initial Term or thereafter, as the
case may be, by providing written notice at least thirty (30) days prior to the
effective date of termination and, provided further, that Employee's employment
may be terminated as provided in Section 6 of this Agreement. The term of
employment shall commence on the Effective Date and shall continue until
terminated as set forth herein.
2. COMPENSATION.
2.1 Base Salary. Employee shall be paid a base salary (the
"Base Salary") at the annual rate of five hundred thousand dollars ($500,000),
subject to such annual review increases, if any, as may be approved by the Board
of Directors or a committee thereof. The Base Salary shall be payable in
installments consistent with the Company's payroll practices.
2.2 Stock Options. Employee is being granted, simultaneously
herewith, non-qualified options to purchase (a) 600,000 shares of the Company's
common stock, $.01 par value ("Common Stock"), at an exercise price equal to
$1.25 per share (the fair market value of the Common Stock on the Effective Date
of this Agreement) (the "Tier I Options"); (b) 200,000 shares of Common Stock at
an exercise price of $3.50; and (c) 200,000 shares of Common Stock at an
exercise price of $5.00 (the options to purchase Common Stock referred to in
subsections (a), (b) and (c) above are collectively referred to herein as the
"Options"). Each tranche of the Options shall vest in equal quarterly
installments during the Initial Term, commencing on the three (3) month
anniversary of the Effective Date, until fully vested. All Options shall be
exercisable for a period of ninety (90) days after termination of Employee's
employment with the Company for any reason (except in those limited
circumstances set forth elsewhere in this
Agreement) and otherwise shall be subject to the terms of the forms of stock
option agreement attached as Exhibit A hereto and the Company stock option plan
under which such Options were granted.
2.3 Bonus. Employee shall be eligible to participate in the
Company's bonus plan which is targeted at forty percent (40%) of Employee's Base
Salary (pro-rated for any partial years served during the Initial Term), and is
based on satisfactory performance of Company, departmental and individual goals
and objectives, as determined by the Board of Directors or a committee thereof.
2.4 Payment. Payment of all compensation to Employee hereunder
(including any payment under Section 6.1) shall be subject to all applicable
employment and withholding taxes and other customary deductions.
3. OTHER EMPLOYMENT BENEFITS.
3.1 Business Expenses. Upon submission of itemized expense
statements in the manner and form regularly specified by the Company, Employee
shall be entitled to reimbursement for reasonable travel (generally business
class air fare) and other reasonable business expenses incurred by Employee in
the performance of his duties under this Agreement in accordance with the
Company's travel and entertainment policy.
3.2 Fringe Benefits. The Company shall make Employee the
beneficiary of and Employee shall receive the standard package of fringe
benefits as the Company generally provides to its other senior executive
officers. Fringe benefits to be included in this standard benefit package
include, but are not limited to, medical and dental insurance coverages,
disability insurance, four (4) weeks of paid vacation per year, holidays and
sick leave. Participation in such fringe benefit programs will be subject to
certain employee contributions that may from time to time regularly be
applicable to such programs.
3.3 Administrative Assistant. During the term of this
Agreement, the Company shall employ Employee's current administrative assistant
(or in Employee's sole discretion, a substitute administrative assistant) on
terms at least as favorable as her existing compensation package, subject to
changes in Company-wide benefit programs.
3.4 No Other Benefits. Employee understands and acknowledges
that the compensation specified in Sections 2 and 3 of this Agreement shall be
in lieu of any and all other compensation, benefits and plans.
4. EMPLOYEE'S BUSINESS ACTIVITIES. Employee shall devote
substantially all of his professional time, attention and energy exclusively to
the business and affairs of the Company and its affiliates, as its business and
affairs now exist and as they hereafter may be changed. In addition, Employee
will not engage in any consulting activity except with the prior written
approval of the Company (which shall not be unreasonably withheld), or at the
direction of the Company, except for consultancies for companies listed on
Exhibit B hereto, provided that such consultancies do not materially detract
from Employee's ability to perform his obligations
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hereunder. The foregoing shall not be construed as preventing Employee from
investing his assets in such form or manner as will not require any significant
services on his part in the operation of the affairs of the businesses or
entities in which such investments are made. In addition, the foregoing shall
not be construed as preventing Employee from engaging in activities involving
charitable, educational, religious and other similar types of organizations and
activities, or from serving as a director of other companies, so long as such
activities do not interfere with the performance of his duties hereunder or
otherwise violate the terms hereof.
5. OBLIGATION NOT TO COMPETE. Employee acknowledges the highly
confidential nature of information regarding the Company's businesses,
customers, suppliers, employees, agents, independent contractors and
consultants. Employee hereby agrees that (a) while he is employed by the Company
or is receiving pay pursuant to Section 6.1 of this Agreement and (b) during the
one (1) year period following his termination of employment with the Company
pursuant to Section 6.1 (b) or (d) (the "Restricted Period"), Employee shall not
engage in, assist others in engaging in or provide services to any organization,
proprietorship or entity that engages in or proposes to engage in any business
in which the Company or its affiliates is actively engaged or is actively
considering engagement at the time of termination of Employee's employment.
Examples of specific businesses currently considered to be competitive include,
but are not limited to, any organization or subsidiary, affiliate or group
within such organization, that is directed or targeted to a primarily female
demographic, including but not limited to, Oxygen Media, Hearst Inc. or any
woman's portal or other similar organizations, whether currently existing or as
may be formed after execution of this Agreement and regardless of the medium of
distribution ("Competitive Business"); provided, however, that in the event of
Employee's termination of employment pursuant to Sections 6.1(a) and (d) only,
the term "Competitive Business" shall only apply to Oxygen Media or Xxxxx.xxx
Networks. Employee also agrees that, during the Restricted Period, he shall not
in any manner directly or indirectly, solicit, or encourage any customer,
distributor, supplier, employee, agent, independent contractor, consultant or
any other person or company to terminate or alter its relationship with the
Company or its affiliates. Each of the following activities shall, without
limitation, be deemed to violate the provisions of this Section 5: to engage in,
work with, have an interest or concern in, advise, lend money to, guarantee the
debts or obligations of, or permit one's name or any part thereof to be used in
connection with, an enterprise or endeavor, either individually, in partnership,
or in conjunction with any person or persons, firms, associations, companies, or
corporations, whether as a principal, agent, shareholder, employee, officer,
director, partner, consultant or in any other manner whatsoever, which engages
in a Competitive Business; provided, however, that (i) Employee and/or his
affiliates shall retain the right to invest in or have an interest in entities
provided that said interest does not exceed five percent (5%) of the voting
control of said entity and (ii) the Company and Employee acknowledge that the
Employee and/or his affiliates currently have investments in, consultancies with
and/or serve on the Board of Directors of (and may retain such positions), the
entities listed on Exhibit B attached hereto.
6. TERMINATION OF EMPLOYMENT AND EFFECTS OF TERMINATION.
6.1 Events of Termination.Employee's employment with the
Company shall terminate upon any one of the following:
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(a) The Company provides Employee with written notice of the
Company's intent to terminate Employee's employment with the Company without
cause, in which case termination shall be effective on the date specified in
such written notice, which shall be a date no earlier than thirty (30) days
after the date of the Notice unless Employee consents to an earlier date. In the
event of termination under this subparagraph (a), the Company shall pay Employee
the compensation and benefits otherwise payable to Employee under Section 2.1
through the effective date of termination (including pay for accrued but unused
vacation and any then outstanding expense reimbursements). Employee's rights
under the Company's benefit plans of general application shall be determined
under the provisions of those plans. In addition, if Employee's employment with
the Company is terminated pursuant to this subparagraph (a) prior to the
expiration of the Initial Term (but not if Employee's employment with the
Company is terminated pursuant to this subparagraph (a) after the expiration of
the Initial Term), the Company shall (i) pay Employee an amount in cash equal to
his Base Salary for a twelve (12) month period, to be paid monthly commencing
upon execution of appropriate and customary termination and release agreements,
(ii) continue insurance coverage on Employee for such twelve (12) month period
at the Company's expense (subject to applicable employee contributions), and
(iii) continue the normal vesting of the Options during such twelve (12) month
period. Employee shall continue to comply with Section 5 after termination
pursuant to this subparagraph (a).
(b) The Company determines, in good faith, that Employee
should be terminated for "cause" as defined in Section 6.2 below, in which case
termination shall be effective on the date that written notice of termination is
hand-delivered to Employee by the Company (or, if the Company is unable to
hand-deliver such notice to Employee, the date that such notice is mailed or
faxed to Employee pursuant to Section 10.9). In the event of termination under
this subparagraph (b), the Company shall pay Employee the compensation and
benefits otherwise payable to Employee under Section 2.1 through the effective
date of termination (including pay for accrued but unused vacation and any then
outstanding expense reimbursements), and the Company will have no obligation to
pay Employee the Base Salary or any bonus or other compensation (including
Options) for the remainder of the Initial Term. Employee's rights under the
Company's benefit plans of general application shall be determined under the
provisions of those plans. Employee shall continue to comply with Section 5
after termination pursuant to this subparagraph (b).
(c) The resignation by Employee for "good reason" as defined
in Section 6.3 below, in which case resignation shall be effective on the date
that written notice of Employee's resignation is delivered to the Company
pursuant to Section 10.9. In the event of resignation under this subparagraph
(c), the Company shall pay Employee the compensation and benefits otherwise
payable to Employee under Section 2.1 through the effective date of resignation
(including pay for accrued but unused vacation and any then outstanding expense
reimbursements). Employee's rights under the Company's benefit plans of general
application shall be determined under the provisions of those plans. In
addition, if Employee's employment with the Company is terminated pursuant to
this subparagraph (c) prior to the expiration of the Initial Term (but not if
Employee's employment with the Company is terminated pursuant to this
subparagraph (c) after the expiration of the Initial Term), the Company shall
(i) pay Employee an amount in cash equal to his base salary for a twelve (12)
month period, to be paid monthly
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commencing upon execution of appropriate and customary termination and release
agreements, (ii) continue insurance coverage on Employee for such twelve (12)
month period at the Company's expense (subject to the applicable employee
contributions), and (iii) continue the normal vesting of the Options during such
twelve (12) month period. Employee shall continue to comply with Section 5 after
termination pursuant to this subparagraph (c).
(d) The effective date of any voluntary termination by
Employee other than for "good reason". In the event of termination under this
subparagraph (d), the Company shall pay Employee the compensation and benefits
otherwise payable to Employee under Section 2.1 through the effective date of
termination (including pay for accrued but unused vacation and any then
outstanding expense reimbursements), and the Company will have no obligation to
pay Employee the Base Salary, any bonus or other compensation (including
Options) for the remainder of the Initial Term. Employee's rights under the
Company's benefit plans of general application shall be determined under the
provisions of those plans. Employee shall continue to comply with Section 5
after termination pursuant to this subparagraph (d).
(e) The date of Employee's death or permanent disability.
Permanent disability may be deemed to occur, at the Company's discretion
communicated by written notice to Employee, if Employee is incapacitated or
disabled by accident or sickness or otherwise so as to render him mentally or
physically incapable of performing the services required to be performed by him
under this Agreement for a period of 120 consecutive days. In the event of
termination under this subparagraph (e), the Company shall pay Employee or his
estate the compensation and benefits otherwise payable to Employee under Section
2.1 through the effective date of termination (including pay for accrued but
unused vacation and any then outstanding expense reimbursements), and the
Company will have no obligation to pay Employee or his estate the Base Salary,
any bonus or other compensation (including Options) for the remainder of the
Initial Term. Employee's rights under the Company's benefit plans of general
application shall be determined under the provisions of those plans or the
provision of any agreement executed pursuant to those plans. Employee shall
continue to comply with Section 5 after termination as a result of permanent
disability pursuant to this subparagraph (e).
(f) Notwithstanding anything to the contrary in this
Agreement, in the event the Employee's employment is terminated for any reason:
(i) prior to the six-month anniversary of the Effective Date, then Employee
shall immediately vest in one-third (1/3) of the Tier I Options, to the extent
not already vested pursuant to the terms of this Agreement; or (ii) on or after
the six-month anniversary of the Effective Date but prior to the one-year
anniversary of the Effective Date, then Employee shall immediately vest in
two-fifths (2/5) of the Tier I Options, to the extent not already vested
pursuant to the terms of this Agreement. This accelerated vesting is in addition
to any vesting to occur after termination of employment pursuant to Sections 6.1
(a), (c), and (e) above.
(g) In the event of a termination of Employee's employment
pursuant to this Section 6.1, the Company and Employee agree to work together in
good faith to issue a joint press release discussing such termination with such
language as shall be mutually agreed by the parties. Under no circumstances
shall Employee be required to obtain suitable employment
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elsewhere upon termination of this Agreement or otherwise mitigate any
post-termination payments required to be made to Employee by the Company.
6.2 Termination For "Cause" Defined. For purposes of Sections
6.1(a) and 6.1(b) above, "cause" for Employee's termination shall exist at any
time after the happening of one or more of the following events:
(a) Employee has breached any material provision of this
Agreement or any other agreement between the Company and the Employee, which
breach is not cured within thirty (30) days following the delivery to Employee
of written notice reasonably describing the alleged breach;
(b) Employee has engaged in habitual neglect of his duties as
an employee of the Company which remains uncured following delivery to Employee
of written notice reasonably describing the offending conduct and a reasonable
opportunity to cure;
(c) Employee has committed an act of dishonesty including,
without limitation, Employee's theft, misuse or unauthorized disclosure of
proprietary information;
(d) Employee is convicted of a felony or a crime involving
moral turpitude not involving a conviction for operating a motor vehicle under
the influence of alcohol or any other motor vehicle violation;
(e) Any chemical dependency or substance abuse resulting in a
continuous and material impairment of the Employee's ability to perform his
duties as an employee of the Company;
6.3 Resignation For "Good Reason" Defined. Employee may regard
his employment as being constructively terminated and may, therefore, resign
within thirty (30) days of the Employee's discovery of the occurrence of one or
more of the following events, any of which shall constitute "good reason" for
such resignation:
(a) Without the Employee's prior written consent, the
assignment to the Employee of any duties materially inconsistent with the
Employee's position, duties, responsibilities and status with the Company as set
forth in this Agreement, whether after a "change in control" event (as defined
in Exhibit A hereto) or otherwise;
(b) A material reduction by the Company of the Employee's base
salary or of any bonus compensation formula applicable to him;
(c) The Company or any affiliate(s) requiring the Employee to
be based anywhere other than within twenty-five (25) miles of the area in which
he resides, except for required travel on the Company's or an affiliate's
business to an extent substantially consistent with the Employee's present
business travel obligations;
(d) A breach by the Company of any material provision of this
Agreement or any other agreement between the Company and the Employee, which
breach is not cured within
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thirty (30) days following the delivery to the Company of written notice
reasonably describing the alleged breach; and/or
(e) The Company's management fails to nominate Employee as a
nominee for election to the Company's Board of Directors upon expiration of
Employee's term as a director or Employee is removed from the Company's Board of
Directors during his term without cause.
6.4 Effect of Termination Payments. Employee agrees and
acknowledges that upon Employee's termination of employment with the Company
pursuant to Section 6 of this Agreement, Employee shall only be entitled to the
severance payments and benefits (including stock option vesting), if any,
specified in Section 6 or in the applicable stock option agreements and such
severance payments and benefits shall be in lieu of all other severance payments
and benefits which might otherwise be payable to Employee by the Company.
7. CONFIDENTIALITY; WORKS FOR HIRE.
7.1 Confidentiality. As used herein, the term "Confidential
Information" means all trade secrets or confidential information concerning the
business, products, practices or techniques of the Company and/or its affiliates
and any third parties with whom they deal, including, but not limited to, price
lists, pricing information, product information systems, designs, research,
membership lists, members and users personal information, negotiations with
regard to corporate transactions, sponsorship and advertising arrangements,
contracts and licenses, processes, inventions, developments, proposals, plans,
advertiser lists, technical, accounting and financial information of the Company
and/or its affiliates, their customers or suppliers (whether or not copyrighted
or copyrightable or patented or patentable). At all times, both during
Employee's employment by the Company and after Employee's termination, Employee
will keep in strict confidence and will not disclose any Confidential
Information including, but not limited to, Confidential Information concerning
any client, customer, or business partner of the Company, to any person or
entity, or make use of any such Confidential Information for Employee's own
purposes or for the benefit of any person or entity, except as may be necessary
in the ordinary course of performing Employee's duties as an employee of the
Company. The term "Confidential Information" does not include information which
(i) is or becomes generally available to the public other than as a result of a
disclosure by the Employee, (ii) was within the Employee's possession prior to
being furnished to the Employee by or on behalf of the Company pursuant hereto
or (iii) becomes available to the Employee on a non-confidential basis from a
source other than the Company or any of its present of prospective directors,
officers, employees, agents or advisors; provided that with respect to clauses
(ii) and (iii) above, the source of such information was not bound by a
confidentiality agreement with or other contractual, legal or fiduciary
obligation of confidentiality to the Company or any other party with respect to
such information.
7.2 Works for Hire. Employee acknowledges that all right,
title and interest he obtains in all works of authorship, designs, computer
programs, copyrights and copyright applications, inventions, discoveries,
developments, know-how, systems, processes, formulae, patent and patent
applications, trade secrets, new products, internal reports and memoranda,
strategies, and marketing plans conceived, devised, developed, written, reduced
to practice, or
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otherwise created or obtained by Employee in connection with his
employment by the Company (the "Intellectual Property") are regarded as "works
for hire". Employee hereby transfers and assigns to the Company all right,
title, and interest to the Intellectual Property. Promptly after Employee
obtains knowledge of any Intellectual Property, he will disclose it to the
Company. Upon request of the Company, he will execute and deliver all documents
or instruments and take all other action as the Company may deem reasonably
necessary to transfer all right, title, and interest in any Intellectual
Property to the Company; to vest in the Company good, valid and marketable title
to such Intellectual Property; to perfect, by registration or otherwise,
trademark, copyright and patent protection of the Company with respect to such
Intellectual Property; and otherwise to protect the Company's trade secrets and
proprietary interest in such Intellectual Property.
In the event of the termination of Employee's employment for
any reason, Employee will deliver to the Company all documents, notes, drawings,
blueprints, formulae, specifications, computer programs, data and other
materials of any nature pertaining to any Intellectual Property or to Employee's
work with the Company, and will not take any of the foregoing or any
reproduction of any of the foregoing that is embodied in a tangible medium of
expression.
8. ASSIGNMENT AND TRANSFER. Employee's rights and obligations
under this Agreement shall not be transferable by assignment or otherwise, and
any purported assignment, transfer or delegation thereof shall be void. This
Agreement shall inure to the benefit of, and be enforceable by, any purchaser of
substantially all of the Company's assets, any corporate successor to the
Company or any assignee thereof.
9. NO INCONSISTENT OBLIGATIONS. Employee is aware of no
obligations, legal or otherwise, inconsistent with the terms of this Agreement
or with his undertaking employment with the Company.
10. MISCELLANEOUS.
10.1 Governing Law. This Agreement will be governed by and
construed in accordance with the laws of the State of New York without giving
effect to any choice of law or conflicting provision or rule.
10.2 Entire Agreement. This Agreement, together with the
attached exhibits, contains the entire agreement and understanding between the
parties hereto and supersedes any prior or contemporaneous written or oral
agreements between them respecting the subject matter hereof. Employee
acknowledges, represents and warrants to the Company that no oral or written
representations have been made to Employee by the Company, or any representative
of the Company regarding (a) the Company's financial condition or its prospects
or (b) any obligation, commitment or understanding on behalf of the Company to
continue to employ Employee for any specific period of time except as
specifically set forth herein.
10.3 Amendment. This Agreement may be amended only by a
writing signed by Employee and by a duly authorized representative of the
Company (other than Employee).
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10.4 Severability. If any term, provision, covenant or
condition of this Agreement, or the application thereof to any person, place or
circumstance, shall be held to be invalid, unenforceable or void, the remainder
of this Agreement and such term, provision, covenant or condition as applied to
other persons, places and circumstances shall remain in full force and effect.
10.5 Construction. The headings and captions of this Agreement
are provided for convenience only and are intended to have no effect in
construing or interpreting this Agreement. The language in all parts of this
Agreement shall be in all cases construed according to its fair meaning and not
strictly for or against the Company or Employee.
10.6 Rights Cumulative. The rights and remedies provided by
this Agreement are cumulative, and the exercise of any right or remedy by either
party hereto (or by its successor), whether pursuant to this Agreement, to any
other agreement, or to law, shall not preclude or waive such party's right to
exercise any or all other rights and remedies.
10.7 Nonwaiver. No failure or neglect of either party hereto
in any instance to exercise any right, power or privilege hereunder or under law
shall constitute a waiver of any other right, power or privilege or of the same
right, power or privilege in any other instance. All waivers by either party
hereto must be contained in a written instrument signed by the party to be
charged and, in the case of the Company, by an officer of the Company (other
than Employee) or other person duly authorized by the Company.
10.8 Remedy for Breach. The parties hereto agree that, in the
event of breach or threatened breach of any covenants of Employee, the damage or
imminent damage to the value and the goodwill of the Company's business shall be
inestimable, and that therefore any remedy at law or in damages shall be
inadequate. Accordingly, the parties hereto agree that the Company shall be
entitled to apply for injunctive relief against Employee in the event of any
breach or threatened breach of any of such provisions by Employee, in addition
to any other relief (including damages) available to the Company under this
Agreement or under law.
10.9 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally or by
commercial delivery service, or mailed by registered or certified mail (return
receipt requested) or sent via facsimile (with acknowledgement of complete
transmission) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
if to the Company, to:
iVillage Inc.
000-000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Legal Department
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
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if to Employee, to:
Xxxxxxx XxXxxxxxx
0000 Xxxxx Xxxxxx
Xxx. 00-X
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
with a copy to:
Xxxxx Xxxx Xxxxxx
Xxxxxxxx Xxxxxx & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000--0000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
and
Xxxxx Xxxxxxxxx
Xxxxxx & Alexander Management Inc.
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
10.10 Assistance in Litigation. Employee shall, during and
after termination of employment, upon reasonable notice, furnish such
information and proper assistance to the Company as may reasonably be required
by the Company in connection with any litigation in which it or any of its
subsidiaries or affiliates is, or may become, a party. If such information or
assistance is required after termination of Employee's employment, Employee
shall be entitled to reasonable reimbursement of Employee's out-of-pocket
expenses (excluding attorney's fees) and, in the event such assistance exceeds
ten (10) hours of Employee's time in the aggregate, for Employee's time in
connection therewith.
10.11 Arbitration. Any dispute or disagreement arising out of
this Agreement or a claimed breach, except that which involves a right to
injunctive relief, shall be resolved by arbitration in New York, New York under
the Voluntary Labor Arbitration Rules of the American Arbitration Association.
The arbitrator's decisions shall be final and binding upon the parties and
judgment may be entered in any court.
10.12 Execution. This Agreement may be executed in
counterparts, each of which shall be deemed an original but both of which
together will constitute one and the same instrument.
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10.13 Expenses. The Company shall reimburse Employee for the
reasonable professional fees and expenses incurred by Employee in connection
with the negotiation of this Agreement and the documents evidencing the Options,
up to a maximum of $15,000 in the aggregate.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the Effective Date.
iVILLAGE INC. EMPLOYEE
By /s/ Xxxxxx Xxxxx /s/ Xxxxxxx XxXxxxxxx
------------------------------------------ --------------------------------
Name: Xxxxxx Xxxxx Xxxxxxx XxXxxxxxx
Title: Executive Vice President - Operations
and Business Affairs
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EXHIBIT B
Xxxxxxx XxXxxxxxx and/or XxXxxxxxx Media, Inc.
Investments, Consultancies and/or Board Seats
XxxxxxxxxXxxxxx.xxx
Xxxxx.xxx
Claremont Capital Equity Fund
xxxxxxxxxx.xxx
Xxxxxx.xxx (formerly Craftopia)
Xxxxxxxxxx.xxx
Xx00.xxx
XxxXxxx.xxx
Starvest Investments
Xxxxxxxxxx.xxx
The XxxxxXxxxxx.xxx
Xxxxxx.xxx
Xxxx.xxx
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