EXHIBIT 10.17
CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE SUCH OMISSION
AMENDMENT TO ADVISORY AGREEMENT AND WARRANTS
This Amendment to Advisory Agreement and Warrants (this "AMENDMENT")
dated November 6, 1997 (the "EFFECTIVE DATE"), among SPORTSLINE USA, INC., a
Delaware corporation ("SPORTSLINE"), XXXXXXX XXXXXX ("Xxxxxx"), and FAME, INC.
("FAME")
RECITALS
A. The parties have entered into a letter agreement dated as of June
20, 1997, which letter agreement was superseded in its entirety by that certain
Advisory Agreement dated as of June 20, 1997 (the "ADVISORY AGREEMENT").
B. Pursuant to the Advisory Agreement, SportsLine granted to Jordan
warrants to purchase up to ***** shares of SportsLine's common stock, $.01 par
Value ("Common Stock"), at an exercise price of ***** per share, which warrants
are evidenced by a warrant certtificate dated as of June 20, 1997 (the
"WARRANTS").
NOW THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereby agree as follows:
1. RECITALS. The Recitals set forth above are incorporated herein by
reference.
2. PROCEEDS FROM SALE OF STOCK BY JORDAN.
(a) The parties acknowledge and agree that, as provided in the
Warrants, ***** of the Warrants will vest and become exercisable on each of the
***** anniversaries of the date the Warrants were granted (each, an "Anniversary
Date"). If, during the one (1) year period immediately following each
Anniversary Date (each, *****,:
(i) Jordan exercises any of the Warrants that first become
vested and exercisable on such Annivesary Date;
(ii) Jordan sells any of the shares of Common Stock purchased
by Jordan upon exercise of the Warrants that vested and became
exercisable on such Anniversary Date ("WARRANT STOCK"); and
(iii) the price per share that is realized by Jordan upon the
sale of such Warrant Stock is less than *****, then
SportsLine agrees to pay to Jordan, in accordance with Section 3(b) hereof, an
amount equal to the dfference between (x) the ***** times the number of shares
of Warrant Stock sold by Jordan at a price less than the ***** during the
applicable ***** minus (y) the Sales Proceeds (as hereinafter defined) received
by Jordan with respect to such shares of Warrant Stock during such *****.
(b) For purposes of this Amendment, the term "SALES PROCEEDS" shall be
equal to the sum of: (i} for any open market transactions, the aggregate sales
proceeds received by Jordan, less customary brokerage commissions actually paid
in respect of such sales, plus (ii) for any transaction other than a sale
oovered by (i) above, such as a merger, consolidation or similar business
combination transaction, the aggregate cash proceeds
CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE SUCH OMISSION
plus the fair market value of any non-cash proceeds (as determined by
SportsLine's Board of Directors in good faith) received by Jordan as a result of
such transaction, plus (iii) the amount of any dividends received by Jordan with
respect to the Warrant Stock. Except in the case of a merger, consolidation or
similar business combination transaction, all sales of the Warant Stock by
Jordan shall be made in open markcet transactions on the Nasdaq National Market
or such other exchange or exchanges on which the Common Stock may at such time
be traded.
(c) If Jordan is able during a ***** to sell any of the shares of
Warrant Stock purchased or purchasable upon exercise of the Warrants at a price
per share equal to or above the ***** (which the parties hereto agree shall
offer if the closing sales price per share of the Common Stock in the open
market equals or exceeds the ***** on any trading day during such ***** then for
purposes of this Section 2, Jordan shall solely for purposes of this Agreement,
be deemed to have sold during such ***** at the ***** all Warrant Stock (whether
or not the Warrants have been exercised) that have not previously been sold or
deemed to be sold by Jordan, regardless of whether such Warrant Stock is
actually sold by Jordan during the *****.
(d) To the extent Jordan sells during any ***** any Warrant Stock at a
price above the ***** but less than the *****, SportsLine shall receive a credit
against the amount payable to Jordan hereunder in an amount equal to the excess
of (i) the Sale Proceeds realized by Jordan with respect to such Warrant Stock
over (ii) the amount that would have been received by Jordan had such Warrant
Stock been sold at the *****; and, to the extent such credit is in excess of the
amount payable by SportsLine to Jordan for the applicable *****, the excess
amount thereof shall be carried over and credited against SportsLine's
obligations hereunder for the next *****, until the full amount of such credit
has been exhausted. To the extent that upon termination of this Amendment the
sum of the aggregate Sales Proceeds received by Jordan plus the aggregate amount
of payments made by SportsLine hereunder exceeds ***** (the *****), Jordan shall
refund to SportsLine within thirty (30) days after such termination an amount
equal to the less of (i) the ***** and (ii) the aggregate amount of payments
made by SportsLine hereunder.
(e) Jordan shall use reasonable best efforts to maximize the Sale
Proceeds with repect to the Warrant Stock at an amount no greater than the *****
as defined in Section 5, below. In addition, within twenty (20) days after
SportsLine's request, Jordan shall sell all shares of Warrant Stock purchased or
purchasable upon exercise of the Warrants that first vested and became
exercisable during the then current ***** at the best price then obtainable, but
in no event at a price equal or greater than the ***** (as defined in Section 5,
below); and, if Jordan does not sell all of such shares during such twenty (20)
day period (other than as a result of his inability to sell such shares due to
securities law restrictions or market limitations), SportsLine shall be relieved
of its obligations under this Section 2 with respect to any unsold shares.
(f) Notwithstanding anything herein to the contrary, the maximum amoung
payable by SportsLine hereunder shall be (i) in respect of Warrant Stock that
first vests, becomes exercisable and is purchased and sold during any *****, and
(ii) in respect of all of the Warrant Stock, *****. In no event shall SportsLine
be obligated to Jordan hereunder with
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CONFIDENTIAL INFORMATION OMMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION
ASTERISKS DENOTE SUCH OMISSION
respect to any Warrants that are not exercised within the applicable ***** (or
in respect of the Warrant Stock issuable upon exercise thereof).
3. REPORTS; PAYMENTS.
(a) Jordan shall provide SportsLine written notice of any sales of
Warrant Stock within two (2) business days after each such sale, which notice
shall state the number of shares sold and the Sales Proceeds received by Jordan
upon each such sale. In addition, within ten (10) business days after the end of
each *****, Jordan shall provide SportsLine a written report of all sales of
Warrant Stock made during such *****, which report shall include copies of
brokers' confirmations or other evidence verifying the details of such sales
(each, an "ANNUAL REPORT").
(b) Within thirty (30) days after SportsLine's receipt of an Annual
Report, SportsLine shall pay Jordan any amounts due under Section 2 hereof with
respect to the ***** covered by such Annual Report. At SportsLine's option, any
amount payable hereunder may be paid (i) in cash, or (ii) by delivery of shares
of Common Stock having a fair market value (determined as of the date such
Common Stock is received by Jordan hereunder and subject to the terms hereof on
the basis of the average of the last reported bid and ask prices per share on
the Nasdaq National Market or such other exchange or exchanges on which the
Common Stock may at such time be traded) equal to the amount due by SportsLine
hereunder, provided that such shares of Common Stock, upon issuance by
SportsLine, shall be fully registered and may be immediately resold by Jordan
without any restrictions.
(c) All payments (whether in cash or Common Stock) made pursuant to the
terms hereof shall be applied as an Offset (as defined in the Advisory
Agreement) for purposes of Exhibit "C," paragraph 6(a)(i) of the Advisory
Agreementin addition to clauses (A)-(C) thereof.
4. ADJUSTMENTS TO ***** AND ***** Jordan and FAME each acknowledge that
SportsLine has informed them that, in connection with its planned initial public
offering, SportsLine intends to effect a 1-for-2.5 reverse stock split of its
outstanding common stock (the "STOCK SPLIT"). Following the occurrence of the
Stock Split, or if SportsLine shall otherwise at any time hereafter combine the
outstanding shares of its common stock (by means of a recapitalization,
reclassification, reverse stock split or other combination) (each, a
"COMBINATION") or subdivide the outstanding shares of its common stock (by means
of a recapitalization, reclassification, stock dividend or other distribution of
shares of common stock) (each a "SUBDIVISION"), (a) the ***** and the ***** (as
defined in Section 5, below) shall be proportionately increased (in the case of
a Combination) or decreased (in the case of a Subdivision), effective on the
effective day of any such Combination or Subdivision, and (b) the number of
shares of Common Stock subject to the Warrants and the exercise price per share
will be adjusted in accordance with the terms of the Warrants.
5. TERMINATION. The provisions of this Amendment, and SportsLine's
obligations hereunder, shall terminate and be of no further force and effect, on
the earlier to occur of (i) the first date after ***** that the closing sales
price per share of the Common Stock in the open market equals or exceeds *****
(the *****), (ii) the date SportsLine has paid Jordan all amounts due under
Section 2 hereof, or (iii) the date Jordan terminates the Advisory Agreement
(other than as a result of a default by SportsLine thereunder).
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6. ADDITIONAL CONSIDERATION TO SPORTSLINE. In consideration for
SportsLine's obligations hereunder, and in addition to all other obligations of
Jordan pursuant to the Advisory Agreement, Jordan agrees to the following: (a)
EXCLUSIVE WEB MERCHANDISE: Jordan agrees to use best efforts to facilitate a
relationship between SportsLine and The Upper Deck Company, with whom Jordan has
an existing exclusive endorsement and licensing agreement, that will ensure that
SportsLine has access to a line of custom-designed products, including but not
limited to items in connection with Jordan's retirement from the NBA (subject to
any rights granted offline to the NBA), for the exclusive use and sale by
SortsLine through the Jordan Web Site. Jordan further agrees and adknowledges
that in the event The Upper Deck Company agrees to develop such a
custom-designed product line exclusively for SportsLine, Jordan will consent to
such product line; (b) JORDAN WEB SITE/MICROSOFT SPONSORSHIP AGREEMENT:
Notwithstanding anything to the contrary contained in the Advisory Agreement,
Jordan hereby gives his consent to SportsLine's sponsorship agreement with
Microsoft in connection with the Jordan Web Site.
7. CONFLICTS. Except as modified by this Agreement, all of the terms
and conditions of the Advisory Agreement and the Warrants shall remain in full
force and effect and are incorporated herein by reference, except as expressly
provided herein to the contrary. To the extent there exists a conflict between
the Advisory Agreement, the Warrant Agreement and this Amendment, this Amendment
shall control.
WITNESS the following duly authorized signatures as of the date first written
above:
SportsLine USA, INC.
By:/s/ XXXXXXX XXXX Date: November 7, 1997
---------------------- ------------------------
Name: Xxxxxxx Xxxx
Title: President
/s/ XXXXXXX XXXXXX Date: November 7, 1997
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Xxxxxxx Xxxxxx (By Xxxxx Xxxx,
as Attorney-in-fact)
By: /s/ XXXXXX XXXX Date: November 7, 1997
---------------------- ------------------------
Name: Xxxxxx Xxxx
Title:
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