EXECUTIVE EMPLOYMENT AGREEMENT
EXHIBIT 10.13
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), effective as of August 31, 2005, is entered into
by and between Spark Networks plc, a company organized under the laws of England and Wales (the
“Company”), with its principal office at 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx,
Xxxxxxxxxx 00000, and Xxxxxxx X. Xxxxxxxx, an individual residing at the address set forth in the
employment records of the Company (the “Executive”).
In consideration of the promises and the respective covenants and agreements of the parties herein
contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Employment:
The Company hereby agrees to employ Executive, and Executive hereby agrees to serve the
Company, on the terms and conditions set forth herein.
2. Term:
The employment of Executive by the Company as provided in paragraph 1 will commence on the
“Commencement Date,” defined as the effective date of this Agreement, and will continue
indefinitely, subject to the termination provisions as set forth in paragraph 5.
3. Position and Duties:
Executive shall serve as Chief Operating Officer and shall report directly to the CEO and
President of the Company. The Executive shall have such duties and responsibilities as are
commensurate with his position and any additional responsibilities and authority as may be from
time to time assigned to Executive by the Company. Executive shall devote substantially all his
working time and efforts to the business affairs of the Company. From time to time the Company may
assign the Executive to work in other departments or locations of the Company, or for a subsidiary,
affiliated or holding company, in a similar position.
4. Compensation and Related Matters:
(a) Salary: The Company shall pay to Executive an annual salary at a rate of not less
than $200,000 per year (the “Base Salary”), paid in accordance with the Company’s regular and
normal payroll practices and withholdings. The Executive will be entitled to a one time bonus of
$25,000 upon successful listing of the Company’s shares (or any derivative security) on a national
stock exchange (or the NASDAQ National Market System) in the US, and annual bonuses and salary
reviews in accordance with the normal customs and practices of the Company.
(b) Vacation: In addition to legal holidays observed by the Company, Executive shall
be entitled to fifteen (15) days of paid vacation per year. Vacation days shall accrue at a rate
of 1.25 days per calendar month of continuous employment, subject to the applicable two-year
maximum cap on accrual and other standard vacation policies of the Company. The Company may grant
Executive advances against future vacation accruals at Executive’s request. Upon termination of
Employment, unused vacation days will be paid out to Executive on the date of termination.
(c) Expenses: During the term of Executive’s employment hereunder, Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in
performing services hereunder, including all expenses for travel and living expenses while away
from home on business or at the request of and in the service of the Company, provided that such
expenses are incurred and accounted for in accordance with the policies and procedures established
by the Company.
(d) Health, and Other Benefits: The Company shall keep in full force and effect, and
Executive shall be entitled to continue to participate in, all of the Company’s Executive benefit
plans or arrangements, including health insurance, providing Executive and his immediate family
with at least equal benefits thereunder. The Company shall not make any changes in such plans and
arrangements which would adversely affect Executive’s rights or benefits thereunder, unless such
change occurs pursuant to a program applicable to all Executives of the Company and does not result
in a proportionately greater reduction in the rights of or benefits to Executive as compared with
any other Executives of the Company.
(e) Options: Executive shall retain all share options previously awarded to Executive
and such options shall be exercisable on the terms set forth in any option agreements or
certificates relating thereto. In addition, in connection with the execution of this Agreement,
the Company shall issue to Executive options to purchase 115,000 of the Company’s ordinary shares
(the “Options”). The exercise price per share of the Options will be equal to the fair market
value per share, as quoted on the Frankfurt Stock Exchange, on the date hereof. 6.25% of the
Options shall vest and become exercisable at the beginning of each three-month period following the
date hereof and, to the extent not previously vested, 50,000 of such options will vest and become
exercisable upon the successful listing of the Company’s shares (or any derivative security) on a
national stock exchange (or the NASDAQ National Market System) in the US during the term of the
Options. In addition, the Options will contain a “Change of Control Provision” whereby all
unvested Options will vest if any person acquires a vested interest in more than 50% of the
Company’s shares. Executive shall be required to sign an option certificate between Executive and
the Company and the vesting and exercise of the Options shall be subject to the terms of such
option certificate and the Company’s 2004 Share Option Scheme.
5. Termination and Severance:
(a) Either party may terminate this Agreement by giving to the other party thirty (30) days’
notice.
(b) The Company may terminate this Agreement at any time as a result of the Executive’s
misconduct or any breach of this Agreement amounting to misconduct.
(c) Executive’s employment hereunder shall terminate upon his death.
(d) If, as a result of Executive’s incapacity due to physical or mental disability, Executive
shall have been absent from his duties hereunder on a full-time basis for a cumulative total of six
months during the previous twelve month period, and Executive is unable to return to the
performance of his duties hereunder on a full-time basis (with our without reasonable
accommodation), the Company may terminate Executive’s employment.
(e) Upon termination for whatever reason, the Executive shall return all books, documents,
papers, material and any other property, including any Company vehicles (including the
documentation pertaining thereto), which relates to the business of the Company (or any subsidiary,
affiliated, or holding, companies) which may then be in the Executive’s possession or under the
Executive’s power or control.
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6. No Solicitation:
As consideration for the Company to enter into this Agreement, Executive agrees that he shall
not, for a period of twelve (12) months following the termination of this Agreement, for whatever
reason, directly or indirectly, either as a principal, agent, employee, employer, shareholder,
partner, or in any other capacity, use any Confidential Information of Company to solicit or
attempt to solicit any customer of the Company nor shall the Executive seek to entice away or
disaffect any other employee of the Company. In the event of a breach or threatened breach by
Executive of any of the provisions of this paragraph, the Company, in addition to and not in
limitation of any rights, remedies or damages available to the Company at law or in equity, shall
be entitled to injunctive relief in order to prevent or to restrain any such breach by Executive or
by Executive’s partners, agents, representatives, servants, employers, employees and/or any and all
persons directly or indirectly acting for or with him.
7. Confidentiality:
Executive acknowledges that, in and as a result of his employment hereunder he will be making
use of, acquiring and/or adding to the confidential information of special and unique nature and
value relating to such matters as the Company’s trade secrets, systems, procedures, manuals,
customer information, confidential reports and lists of clients, as well as the nature and type of
services rendered by the Company and the equipment and methods used by the Company (collectively
the “Confidential Information”). As a material inducement to the Company to enter into this
Agreement, and to pay to Executive the compensation referred to in this Agreement, Executive
covenants and agrees that he shall not, at any time during or following the term of his employment
hereunder, directly or indirectly, divulge or disclose, or use for any purpose whatsoever, any of
such Confidential Information which has been obtained by or disclosed to him as a result of his
employment by the Company. In the event of a breach of threatened breach by Executive of any of
the provisions of this paragraph, the Company, in addition to and not in limitation of any rights,
remedies or damages available to the Company at law or in equity shall be entitled to injunctive
relief in order to prevent or to restrain any such breach by Executive, or by Executive’s partners,
agents, representatives, servants, employers, employees and/or any and all persons directly or
indirectly acting for or with him.
8. Ownership and Work Product:
The ownership, copyright, and any other rights to any intellectual property (including any
business methods) developed by Executive during the performance of his duties under this Agreement
shall be considered “Works for Hire” and shall be the sole property of the Company.
9. Notice:
For the purposes of this Agreement, notices, demands and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or
(unless otherwise specified) mailed by registered mail, return receipt requested, postage prepaid,
addressed as set forth above, or to such other address as any party may have furnished to the other
in writing in accordance herewith, except that notices of change of address shall be effective only
upon receipt.
10. Miscellaneous:
(a) The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of California. The parties consent to the exclusive jurisdiction
and venue of the federal and state courts located in Los Angeles County, California.
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(b) Paragraphs 6 and 7 of this Agreement shall remain in full force and effect and shall
survive the termination of this Agreement.
11. Successors and Assigns:
The Company may assign this Agreement to any successor company or entity. Executive may not
assign this Agreement to any other person or entity.
12. Validity:
The validity or unenforceability of any provision 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.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year written
below.
By:
|
/s/ Xxx Xxxxxxx | Dated: | August 31, 2005 | |||||
| Xxx Xxxxxxx, Chairman of the Board |
EXECUTIVE
By:
|
/s/ Xxxxxxx X. Xxxxxxxx | Dated: | August 31, 2005 | |||||
| Xxxxxxx X. Xxxxxxxx |
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