Employment Agreement - Ask Jeeves Inc. and Rob Wrubel
EMPLOYMENT AGREEMENT
This AGREEMENT ("Agreement") is entered into effective as of
December 1, 2000 (the "Effective Date"), by and between Rob Wrubel ("Employee")
and Ask Jeeves, Inc., a Delaware corporation (the "Company"). Employee and the
Company agree as follows:
1. TITLE AND DUTIES.
(a) TITLE. As of the Effective Date, Employee shall have the title
of Executive Vice President, Market Development.
(b) DUTIES AND REPORTING. Employee will report solely to the Company
Chief Executive Officer ("CEO"). Employee will be responsible for advising the
Company's CEO on opportunities for partnerships and strategic relationships for
the Company, as well as performing all other duties reasonably requested of him
by the Company's CEO, consistent with Employee's title and position. This will
be a full-time position and Employee will devote substantially all of his full
business efforts and time to the Company.
2. TERM OF EMPLOYMENT.
(a) AT-WILL EMPLOYMENT. The Company agrees to continue Employee's
employment, and Employee agrees to remain in employment with the Company, from
the Effective Date until the date when Employee's employment terminates.
(b) TERMINATION. Employee's employment with the Company is "at-will"
and the Company may terminate Employee's employment at any time and for any or
no reason, and with or without cause, by giving Employee fourteen (14) days
advance notice of termination of employment in writing. Employee may terminate
his employment at any time, for any or no reason, with or without cause, by
giving the Company fourteen (14) days advance notice in writing. Employee's
employment shall terminate automatically in the event of his death.
(c) TERMINATION OF AGREEMENT. This Agreement shall terminate when
all obligations of the parties hereunder have been satisfied. The termination of
this Agreement shall not limit or otherwise affect any of the Employee's or the
Company's obligations under Sections 7, 8, and 10.
3. BASE SALARY, SEVERANCE PAYMENT, STOCK OPTIONS AND LOANS.
(a) BASE SALARY. As of the Effective Date, the Company shall pay
Employee as compensation for his services a monthly base salary in the amount of
$21,666.66, less applicable withholdings and deductions, payable in accordance
with the Company's standard payroll practices and procedure ("Base Salary").
Employee's Base Salary shall be increased to $22,916.66 per month, less
applicable withholdings and deductions, effective January 1, 2001.
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(b) SEVERANCE PAYMENT. Employee will receive severance payments that
in the aggregate equal $275,000, less applicable withholdings and deductions
("Severance Payment"). Employee shall receive the Severance Payment in
installment payments (less applicable withholdings and deductions) pursuant to
the below schedule:
<TABLE>
<CAPTION>
Payment Date Payment Amount
------------ --------------
<S> <C>
January 1, 2001 $50,000
February 1, 2001 $50,000
March 1, 2001 $50,000
April 1, 2001 $50,000
May 1, 2001 $50,000
May 31, 2001 $25,000
</TABLE>
In the event of Employee's termination of employment prior to his receiving the
entire Severance Payment, then Employee shall receive a lump sum payment for the
balance of the unpaid portion of the Severance Payment within ten (10) days
after termination of employment.
(c) STOCK OPTIONS. Employee's unvested shares subject to his stock
options shall vest pursuant to the schedule shown in Exhibit B ("Options")
attached hereto. The parties agree that Employee is not a Section 16 officer (as
defined under the Securities Exchange Act of 1934, as amended) as of the
Effective Date and may exercise any or all of his vested stock options at any
time prior to each individual Option's expiration (or one (1) year after
Employee's termination of employment if earlier than the stated expiration date)
and immediately sell any or all of such acquired shares, subject to the terms
and conditions of his Restricted status as a member of senior management and
subject to the company's Insider Trading Policy. Employee may exercise the
Options by delivering to the Company an executed stock option exercise agreement
pursuant to the Company's 1996 Equity Incentive Plan (the "Plan"). Any such
Options will constitute non-qualified stock options if Employee exercises them
during the extended exercise period for the Options effected by this Agreement.
If Employee's employment with the Company is terminated prior to May 31, 2001,
then any further vesting of the Options shall be governed by Section 5 below.
(d) LOANS. The principal and interest on Employee's outstanding
loans with the Company shall be forgiven pursuant to the schedule shown in
Exhibit C ("Loans") attached hereto. Notwithstanding the previous sentence, the
Employee may elect at any time prior to May 31, 2001 (with such election (i)
being subject to the provisions in Section 5 and (ii) requiring Company consent
to become operative) to defer forgiveness of the then-outstanding Loan balance
until January 1, 2002 (with such Loan balance continuing to accrue interest
until completely forgiven or otherwise paid off). As a condition of receiving
the loan forgiveness, Employee shall deliver a check payable to the Company in
an amount equal to the tax withholdings for the amount forgiven on each loan as
it is forgiven. In the alternative, Employee may elect to use the Severance
Payment described in Paragraph 3(b) above, to pay the taxes due on the loan
forgiveness by informing the Company in writing of his intention to apply such
Severance Payment towards the tax amounts. This written notice shall identify
the amount of the loans forgiven, the commencement date of the forgiveness, and
the taxes owing on each loan forgiven. The Company shall then apply the
Severance Payment installment towards the taxes
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due on the loan forgiveness. If Employee's employment with the Company is
terminated prior to May 31, 2001, then any further forgiveness or required
repayment of the outstanding portion of the Loans shall be governed by Section 5
below.
4. VACATION AND EMPLOYEE BENEFITS. During his employment, Employee
shall be eligible for vacation in accordance with the Company's standard policy
for senior management, as it may be amended from time to time. During the term
of his employment, Employee shall be eligible to participate in any Executive
benefit plans or arrangements (including but not limited to annual or special
equity or stock option awards and cash incentive bonuses) maintained by the
Company for senior executives, as they may be amended from time to time, subject
in each case to the generally applicable terms and conditions of the plan in
question and to the determinations of any person or committee administering such
plan. Employee acknowledges and agrees that no bonus payment or amount is
guaranteed simply by virtue of Employee's eligibility to participate in such
bonus plan or arrangement, but that Employee will be treated in a substantially
similar manner as senior executives of the Company.
5. TERMINATION OF EMPLOYMENT.
(a) TERMINATION OF EMPLOYEE'S EMPLOYMENT BY COMPANY WITHOUT CAUSE OR
RESIGNATION BY EMPLOYEE FOR GOOD REASON BEFORE MAY 31, 2001. If the Company
terminates Employee's employment Without Cause (as defined in Paragraph 5(d)
below) or if Employee resigns his employment for Good Reason (as defined in
Paragraph 5(f) below) before May 31, 2001 and provided Employee executes the
mutual release in the form attached as Exhibit A ("Release"), then Employee will
receive from the Company:
(i) Immediate vesting of all unvested shares subject to
Employee's Options.
(ii) Immediate forgiveness of all outstanding principal and
interest due on Employee's Loans.
The cost of Employee's benefits under COBRA for twelve (12)
months, which Company agrees to pay on Employee's behalf.
(b) RESIGNATION BY EMPLOYEE OTHER THAN FOR GOOD REASON, DEATH OR
DISABILITY FROM THE COMPANY BEFORE MAY 31, 2001. If Employee resigns his
employment before May 31, 2001, for any reason other than for Good Reason, death
or Disability and executes the Release, then the following shall occur:
(i) All Loan balances outstanding as of the date of
resignation, plus all unpaid accrued interest, will become due and payable
on January 15, 2002. Employee may make payments of some or all of the
outstanding Loan balance prior to January 15, 2002 with no prepayment
penalty. There will be no further forgiveness of Employee's Loans after the
date of Employee's resignation.
(ii) There will be no further vesting of unvested shares
subject to Employee's Options after the date of Employee's resignation.
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(iii) The Company shall pay the cost of Employee's benefits
under COBRA for twelve (12) months.
(c) TERMINATION OF EMPLOYEE BY THE COMPANY WITHOUT CAUSE AFTER
MAY 31, 2001. If the Company terminates Employee's employment Without Cause
after May 31, 2001 and Employee executes the Release, then the Company will pay
to Employee:
(i) A lump sum payment equal to six (6) months of Employee's
then-Base Salary, plus pro-rated bonus, less all applicable withholdings
and deductions, within ten (10) days after the termination date. The
Company will also pay to Employee a pro-rated bonus, less all applicable
withholdings and deductions, in accordance with the terms and conditions of
the Company's 2001 bonus plan, when and if such bonuses are paid.
(ii) Any other benefits the employee would be eligible for
under the then-existing Executive Severance Policy.
(d) TERMINATION OF EMPLOYEE BY COMPANY WITH CAUSE. A termination
with "Cause" shall mean termination of Employee's employment based on a good
faith determination by the Company's Board of Directors that Employee's
employment be terminated for any of the following reasons: (i) indictment or
conviction of any felony or of any crime involving dishonesty; (ii)
participation in any act of fraud against the Company; (iii) a material
violation of the Proprietary Information and Inventions Agreement with the
Company; and (iv) intentional damage to any property of the Company. A
termination of Employee's employment by the Company for any other reason, except
death or Disability, will be a termination "Without Cause." If the Company
terminates Employee's employment With Cause, at any time, Employee will receive
payment for all unpaid but earned Base Salary and all accrued but unused
vacation earned through the date of termination, plus full payment of the
Severance Payment referred to in Paragraph 3(b) above, but nothing else.
(e) TERMINATION OF EMPLOYMENT DUE TO EMPLOYEE'S DISABILITY OR DEATH.
If Employee's employment is terminated due to his Disability or death before May
31, 2001, and provided Employee or his representative executes the Release,
Employee will receive all benefits set forth in Section 3 that would have
accrued as if he had remained employed with the Company through May 31, 2001
plus the Company shall pay the cost of Employee's benefits under COBRA for
twelve (12) months. For all purposes under this Agreement, "Disability" means
Employee's inability to work due to a disability for at least four (4)
consecutive months or at least six (6) months during any 12-month period, and
the Board terminates Employee's employment for that reason. If Employee's
employment terminates due to death or Disability after May 31, 2001, and
provided Employee or his representative executes the Release, Employee will also
receive the benefits provided under Paragraphs 5(c)(i) through 5(c)(iii).
(f) TERMINATION OF EMPLOYMENT BY EMPLOYEE FOR GOOD REASON. A
resignation of employment by Employee for "Good Reason" shall mean that the
Employee has resigned from the Company within sixty (60) days after the date
that any one of the following events has occurred without Employee's advance
written consent:
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Employee has incurred a material reduction in his job status,
responsibilities, duties, authority, or reporting structure; or
Employee's Base Salary has been reduced by more than 10% from
his base rate as of January 1, 2001 or there has been a reduction in
Employee's fringe benefits or reduction in Employee's participation in
Company-performance based bonus or incentive programs; or
Relocation of Employee's office by more than thirty-five (35)
miles from Employee's current office location; or
A "Corporate Transaction" has occurred, as defined by Exhibit D
of this Agreement.
6. BUSINESS EXPENSES. During his employment, Employee shall be
authorized to incur necessary and reasonable travel, entertainment and other
business expenses in connection with his duties hereunder. The Company shall
reimburse Employee for such expenses upon presentation to the Company of an
itemized account and appropriate supporting documentation, all in accordance
with the Company's generally applicable policies and subject to management
approval.
7. MUTUAL RELEASE OF CLAIMS.
COMPANY RELEASE. The Company agrees to and does hereby release
and forever discharge Employee from any rights, claims, actions, demands,
causes of actions, obligations, attorneys' fees, costs, damages, and
liabilities of any kind or nature, in law or in equity that are known or not
known to the Company including but not limited to any claims it may have
under any other federal, state or local Constitution, Statute, Ordinance
and/or Regulation and/or those arising under common law including but not
limited to tort, express and/or implied contract, arising out of or, in any
way, related to Employee's employment with the Company prior to the Effective
Date; provided, however, that this release shall not extend to any claims
arising out of Employee's obligations under Section 8 below.
EMPLOYEE RELEASE. Employee waives and hereby releases any rights he
may have had or now has to pursue any and all remedies available to him under
any cause of action in connection with his employment with the Company or his
removal as Chief Executive Officer the Company prior to the date this Agreement
is executed, against the Company and each and all of its past, current and
future subsidiaries, affiliates, employees, board members, consultants, agents
and representatives of any kind ("Releasees") from the beginning of time through
the Effective Date including, without limitation, claims of wrongful discharge,
emotional distress, defamation, breach of contract, breach of the covenant of
good faith and fair dealing, violation of the provisions of the Employee
Retirement Income Security Act and any other laws and regulations relating to
employment. Employee further acknowledges and expressly agrees that he is
waiving any and all rights he may have had and now has to pursue any claim of
discrimination including, but not limited to, any claim of discrimination based
on sex, age, race, national origin, religion, color, disability or on any other
basis, under Title VII of the
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Civil Rights Act of 1964, as amended, the Equal Pay Act of 1963, the Age
Discrimination in Employment Act of 1967, the Civil Rights Act of 1866, the
Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the
Employee Retirement Income Security Act of 1974, the California Fair Employment
and Housing Act, and California Labor Code section 201, ET SEQ. and section 970,
ET SEQ., and all other state and federal laws and regulations relating to
employment. The only claims excepted from the release are the following: (a) any
claim or right that Employee has to workers' compensation or unemployment
insurance benefits; (b) any right to vested benefits (other than severance pay)
under any Company-sponsored benefit plan covered by ERISA or any disability
plan; (c) any right to a return of contributions or stock pursuant to the terms
of any employee stock purchase plan subject to Internal Revenue Code Section
423; and (d) any right to indemnity from the Company under the Company Bylaws,
any Company policy providing for indemnity, or to the extent such indemnity is
required under a state, federal or foreign law.
Employee understands that this Agreement extinguishes all claims
(excluding the aforementioned excepted claims), whether known to him or not.
California Civil Code section 1542 provides that unless he specifically agrees
to release claims he does not know about, they will not be released by the
release provisions in this Agreement. Section 1542 states: "A general release
does not extend to claims which the creditor does not know or expect to exist in
his favor at the time of executing the release, which if known by him must have
materially affected this settlement with the debtor." Employee agrees to waive
his rights under section 1542; he affirms his intention to release claims that
are both known and unknown to him and he hereby releases Releasees from all such
known and unknown claims.
8. NON-SOLICITATION, NON-DISCLOSURE AND NONDISPARAGEMENT.
(a) NON-SOLICITATION. During the period commencing on the date of
this Agreement and continuing until one (1) year after the date when Employee's
employment is terminated for any reason, Employee shall not directly and
personally solicit or attempt to solicit (on Employee's own behalf or on behalf
of any other person or entity) the employment or retaining of any executive of
the Company.
(b) NON-DISCLOSURE. The Confidential Information and Invention
Assignment Agreement, executed by Employee on October 2, 1998, shall remain in
full force and effect pursuant to the terms of this Agreement.
NONDISPARAGEMENT. Employee agrees not to make any disparaging
remarks about the Company or its affiliated entities, officers, directors,
employees, stockholders, representatives or agents, in any manner likely to be
harmful to their businesses, business reputations or personal reputations. The
Company's officers and directors and employees at the Vice President level or
higher agree not to disparage Employee in any manner likely to be harmful to
Employee's business or personal reputation and further agrees not to make any
public statements that are disparaging in any way of Employee's performance as
an employee of the Company. Nothing in this paragraph shall prevent Employee or
the Company from responding accurately and fully to any inquiry or request for
information when required by legal process. The Company and Employee will
mutually agree to the content of any press release regarding either party prior
to its release.
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9. SUCCESSORS.
(a) COMPANY'S SUCCESSORS. This Agreement shall be binding upon any
successor (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company's business and/or assets. For all purposes under this Agreement, the
term "Company" shall include any successor to the Company's business and/or
assets which becomes bound by this Agreement.
(b) EMPLOYEE'S SUCCESSORS. This Agreement and all rights of Employee
hereunder shall inure to the benefit of, and be enforceable by, Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.
10. AGREEMENT TO ARBITRATE CERTAIN DISPUTES AND CLAIMS.
(a) ARBITRABLE CLAIMS. The Company and Employee agree to arbitrate
before a single neutral arbitrator any and all disputes or claims arising from
or relating to Employee's recruitment to or employment with the Company, or the
termination of that employment, including claims against any current or former
agent or executive of the Company, whether arising in tort, contract, or by
statute, regulation, or ordinance now in existence or which may be in the future
enacted or recognized, including without limitation claims for employment
discrimination under the Fair Employment and Housing Act, Title VII of the Civil
Rights Act of 1964, as amended, the Age Discrimination in Employment Act, and
any and all other statutes or regulations regulating any part of the employment
relationship ("Arbitrable Claims"). Arbitrable Claims include those brought as a
class action and class certification shall be governed by California law. The
only claims and disputes that will not be arbitrated are: (a) claims for
workers' compensation benefits, unemployment insurance, or state or federal
disability insurance; (b) claims concerning the validity, infringement,
enforceability of patent rights, copyright, trademark, license or any other
intellectual property rights; (c) claims concerning the validity, misuse, or
disclosure of trade secrets; (d) claims concerning the validity, enforceability,
or breach of the Proprietary Information and Inventions Agreement to which the
Employee and the Company are signatory; and (e) any other dispute or claim that
has been expressly excluded from arbitration by statute. Nothing in this
Agreement restricts Employee from filing a charge or complaint with a federal,
state, or local administrative agency charged with overseeing any applicable
federal, state or municipal law or regulation. Any Arbitrable Claim that is not
resolved through the federal, state, or local agency must be submitted to
arbitration in accordance with this Agreement. The parties agree that filing a
charge with the DFEH and/or EEOC is a condition to pursuing statutory claims in
arbitration, just as it would be pursuing them in court.
(b) FINAL AND BINDING ARBITRATION; WAIVER OF TRIAL BEFORE COURT,
JURY OR GOVERNMENT AGENCY. The Company and Employee understand and agree that
the arbitration of Arbitrable Claims under this Agreement shall be instead of a
trial before a court or jury or a hearing before a government agency. The
Company and Employee understand and agree that, by signing this Agreement, any
and all rights to a trial before a court or jury or before a government agency
regarding any Arbitrable Claims are expressly waived. The Arbitrator's Award
shall be the exclusive and final remedy for both the Company and the Employee,
and may be confirmed and vacated or reviewed by an appellate court in accordance
with California law.
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(c) ARBITRATION PROCEDURES; PLACE OF ARBITRATION. The arbitration
shall be conducted in accordance with the National Rules for the Resolution of
Employment Disputes of the American Arbitration Association (the "Rules") (the
Rules are available at www.adr.org); PROVIDED, HOWEVER, that the Arbitrator
shall allow discovery authorized by California Code of Civil Procedure section
1283.05 or any other discovery required by California law. The arbitration
hearing shall be transcribed by a reporter and the Arbitrator shall issue a
written Award containing the essential findings and conclusions upon which the
Award is based. The arbitration shall take place in Santa Clara County,
California, or at Employee's option, the county in which Employee resides at the
time the Arbitrable Claim arose, or in any county in which venue would have been
proper if Employee were free to bring the Arbitrable Claim in court.
(d) COST OF ARBITRATION. The Company and Employee agree that the
Company will bear the arbitrator's fee and any other type of expense or cost
that the Employee would not be required to bear if he or she were free to bring
the Arbitrable Claim in court as well as any other expense or cost that is
unique to arbitration, irrespective of any provision in the Rules to the
contrary. The Company and Employee shall each bear their own attorneys' fees
incurred in connection with the arbitration, and the arbitrator will not have
authority to award attorneys' fees beyond that authorized by a statute or
contract. If there is a dispute as to whether the Company or Employee is the
prevailing party in the arbitration, the Arbitrator will decide that issue.
(e) KNOWING AND VOLUNTARY AGREEMENT. THE COMPANY AND EXECUTIVE HAVE
BEEN ADVISED TO CONSULT WITH ATTORNEYS OF THEIR OWN CHOOSING BEFORE SIGNING THIS
AGREEMENT, AND HAVE HAD AN OPPORTUNITY TO DO SO. THE COMPANY AND EXECUTIVE AGREE
THAT THEY HAVE READ THIS ARBITRATION CLAUSE CAREFULLY AND THAT BY SIGNING THIS
AGREEMENT, THEY ARE WAIVING ALL RIGHTS TO A TRIAL OR HEARING BEFORE A COURT OR
JURY OR GOVERNMENT AGENCY AS TO ARBITRABLE CLAIMS. The Company will pay directly
to Employee's attorneys one-half (1/2) of the reasonable attorneys' fees
incurred by or on behalf of Employee in connection with the negotiation,
drafting and finalization of this Agreement, subject to a maximum cap of
$10,000.
11. MISCELLANEOUS PROVISIONS.
(a) NOTICE. Notices and all other communications contemplated by
this Agreement shall be in writing and shall be deemed to have been duly given
when personally delivered or when mailed by overnight courier, U.S. registered
or certified mail, return receipt requested and postage prepaid. In the case of
Employee, mailed notices shall be addressed to him at the home address which he
most recently communicated to the Company in writing. In the case of the
Company, mailed notices shall be addressed to its corporate headquarters, and
all notices shall be directed to the attention of its Secretary.
(b) MODIFICATIONS AND WAIVERS. No provision of this Agreement shall
be modified, waived or discharged unless the modification, waiver or discharge
is agreed to in writing and signed by Employee and by an authorized officer of
the Company (other than Employee). No waiver by either party of any breach of,
or of compliance with, any condition or
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provision of this Agreement by the other party shall be considered a waiver of
any other condition or provision or of the same condition or provision at
another time.
(c) WHOLE AGREEMENT. This Agreement, together with the Proprietary
Information and Inventions Agreement, the Plan and Stock Option Agreements, loan
documents and security agreements, contain the entire understanding of the
parties with respect to the subject matter hereof, and supersedes any and all
prior written, oral, or other types of representations and agreements between
the parties, if any. This Agreement may be modified only in a writing, signed by
the CEO of the Company and the Employee.
(d) TAXES. All payments made under this Agreement shall be subject
to reduction to reflect taxes or other charges required to be withheld by law.
(e) CHOICE OF LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
California (except provisions governing the choice of law).
(f) SEVERABILITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.
(g) NO ASSIGNMENT. This Agreement and all rights and obligations of
Employee hereunder are personal to Employee and may not be transferred or
assigned by Employee at any time. The Company may assign its rights under this
Agreement to any entity that assumes the Company's obligations hereunder in
connection with any sale or transfer of all or a substantial portion of the
Company's assets to such entity.
(h) HEADINGS. The headings of the paragraphs contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of any provision of this Agreement.
(i) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.
EMPLOYEE
------------------------------------
Rob Wrubel
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ASK JEEVES, INC.
By:
---------------------------------
Title:
------------------------------
EXHIBIT A-Form of Mutual Release
EXHIBIT B-Stock Option Grants
EXHIBIT C-Loan amounts
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EXHIBIT A
FORM OF MUTUAL RELEASE
Ask Jeeves, Inc. agrees to and does hereby release and forever
discharge Robert Wrubel (hereafter referred to as "Employee" or "I") from any
rights, claims, actions, demands, causes of actions, obligations, attorneys'
fees, costs, damages, and liabilities of any kind or nature, in law or in equity
that are known or not known to Ask Jeeves, Inc including but not limited to any
claims it may have under any other federal, state or local Constitution,
Statute, Ordinance and/or Regulation and/or those arising under common law
including but not limited to tort, express and/or implied contract and/or
implied contract, arising out of or, in any way, related to Employee's
employment with Ask Jeeves, Inc; PROVIDED, HOWEVER, that this release shall not
extend to any claims arising out of Employee's obligations under Sections 7, 8,
or 10 of his Employment Agreement dated December 1, 2000. Ask Jeeves, Inc agrees
to and does hereby release and forever discharge Employee for any claim arising
out of a breach of Employee's fiduciary obligations as an employee and officer
of Ask Jeeves, Inc.
In consideration of the separation benefits to be provided to me by Ask
Jeeves, Inc. or its successor in interest, pursuant to Section 5 of the
Employment Agreement between me and the Company dated December 1, 2000, I hereby
fully and forever release and discharge Ask Jeeves, Inc., and its officers,
directors, agents, employees, successors, predecessors, subsidiaries and assigns
(hereinafter, collectively, the "Company") from all claims and causes of action
arising out of or relating in any way to my employment with the Company, (or its
successor in interest) including the termination of my employment.
1. I understand and agree that this RELEASE is a full and complete
waiver of all claims in law or equity, including, but not limited to, claims of
wrongful discharge, breach of contract, breach of the covenant of good faith and
fair dealing, fraud, negligent misrepresentation, violation of public policy,
defamation, personal injury, emotional distress, or claims under Title VII of
the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, the
California Fair Employment and Housing Act, the Equal Pay Act of 1963, the
Americans With Disabilities Act, California Labor Code Section 1197.5, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967 as amended,
or any other state, federal or foreign laws and regulations relating to
employment or employment discrimination. I further understand and agree that
this RELEASE is a full and complete waiver of all claims, including, but not
limited to, the Employee Retirement Income Security Act of 1974, as amended
("ERISA") related to severance benefits. I further understand that by this
RELEASE I agree not to assist, encourage, institute or cause to be instituted
the filing of any administrative charge or legal proceeding against the Company
relating to employment discrimination. The only claims excepted from the Release
are the following: (a) any claim or right that I have to workers' compensation
or unemployment insurance benefits; (b) any right to vested benefits (other than
severance pay) under any Company-sponsored benefit plan covered by ERISA or any
disability plan; (c) any right to a return of contributions or stock pursuant to
the terms of any employee stock purchase plan subject to Code Section 423; and
(d) any right to indemnity from the
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Company under the Company Bylaws, any Company policy providing for indemnity, or
to the extent such indemnity is required under a state, federal or foreign law.
2. I also hereby agree that nothing contained in this RELEASE shall
constitute or be treated as an admission of liability or wrongdoing by me or by
the Company.
3. I also hereby agree that at all times in the future I will continue
to be bound by the terms and conditions set forth in the Confidential
Information and Invention Assignment Agreement, signed by me on October 2, 1998,
in connection with my employment with the Company, including but not limited to
the non-solicitation provisions contained therein. In further consideration of
the separation benefits to be provided pursuant to my Employment Agreement, I
agree that I will not disclose any of the terms of this Agreement to any third
party, provided that I may disclose such information as required by law or as I
deem necessary to my family members, legal counsel, or financial advisor.
4. I acknowledge that I have read section 1542 of the Civil Code of the
State of California, which states in full:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his
settlement with the debtor.
I expressly waive any right that I have or may have under section 1542
to the full extent that I may lawfully waive such rights pertaining to this
general release of claims, and affirm that I am, except as set forth above,
releasing all known and unknown claims that I have or may have against the
Company.
5. I hereby acknowledge that I have read and understand the foregoing
RELEASE and that I sign it voluntarily and without coercion. I further
acknowledge that I was given an opportunity to consider and review this RELEASE
and to consult with an attorney of my own choosing concerning the waivers
contained in this RELEASE, that I have done so or have voluntarily chosen not to
do so, and that the waivers made herein are knowing, conscious and with full
appreciation that I am forever foreclosed from pursing any of the rights so
waived.
6. When acknowledged and agreed to by the Company, this RELEASE will
constitute the entire agreement between the parties with respect to the subject
matter hereof and will supersede all prior negotiations and agreements, whether
written or oral, with the exception of the ongoing obligations of the Employment
Agreement, the Confidential Information and Invention Assignment Agreement, and
any applicable stock option or stock purchase agreement. This Agreement may not
be altered or amended except by a written document signed by the parties.
Before signing my name to this RELEASE, I state that: I have read it; I
understand it and know that I am giving up important rights; I am aware of my
right to consult with an attorney before signing it; and I have signed it
knowingly and voluntarily.
12
<PAGE>
Notwithstanding anything to the contrary above, both parties agree that this
RELEASE shall not extend to any claims that may arise after this RELEASE is
executed.
<TABLE>
<CAPTION>
<S> <C>
Employee Ask Jeeves, Inc.
By:
-------------------------------------------- --------------------------------------------
Name:
------------------------------------------
Title:
-----------------------------------------
</TABLE>
13
<PAGE>
EXHIBIT B
STOCK OPTION SCHEDULE
EMPLOYEE'S STOCK OPTIONS AS OF 12/1/00
<TABLE>
<CAPTION>
--------------------- ------------------------ ----------------- ----------------------- ------------------------
DATE OF OPTION GRANT NUMBER OF SHARES EXERCISE PRICE NUMBER OF VESTED NUMBER OF UNVESTED
GRANTED SHARES SHARES
--------------------- ------------------------ ----------------- ----------------------- ------------------------
<S> <C> <C> <C> <C>
May 26, 1998 433,462 $0.4614 298,939 134,523
--------------------- ------------------------ ----------------- ----------------------- ------------------------
October 10, 1998 265,625 $0.7276 187,500 78,125
--------------------- ------------------------ ----------------- ----------------------- ------------------------
May 21, 1999 175,000 $10.000 65,625 109,375
--------------------- ------------------------ ----------------- ----------------------- ------------------------
October 1, 1999 2,000 $32.9375 2,000 0
--------------------- ------------------------ ----------------- ----------------------- ------------------------
May 26, 1998 241,538 $0.4614 122,935 118,603
--------------------- ------------------------ ----------------- ----------------------- ------------------------
October 12, 1998 109,375 $0.7276 7,812 101,563
--------------------- ------------------------ ----------------- ----------------------- ------------------------
June 19, 2000 90,000 $18.500 0 90,000
--------------------- ------------------------ ----------------- ----------------------- ------------------------
</TABLE>
INCREMENTAL VESTING OF EMPLOYEE'S STOCK OPTIONS AFTER 12/1/00
<TABLE>
<CAPTION>
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
DATE OF OPTION GRANT 12/31/00 1/31/01 2/28/01 3/31/01 4/30/01 5/31/01 TOTALS
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
May 26, 1998 22,421 22,420 22,421 22,420 22,421 22,420 134,523
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
October 10, 1998 13,021 13,021 13,021 13,021 13,021 13,020 78,125
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
May 21, 1999 18,230 18,229 18,229 18,229 18,229 18,229 109,375
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
October 1, 1999 0
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
May 26, 1998 19,768 19,767 19,767 19,767 19,767 19,767 118,603
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
October 12, 1998 16,928 16,927 16,927 16,927 16,927 16,927 101,563
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
June 19, 2000 15,000 15,000 15,000 15,000 15,000 15,000 90,000
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
TOTALS 105,368 105,364 105,365 105,364 105,365 105,363 632,189
--------------------- ------------- ----------- ------------ ------------ ----------- ----------- -----------
</TABLE>
14
<PAGE>
EXHIBIT C
ROBERT WRUBEL
2001 DEBT FORGIVENESS
<TABLE>
<CAPTION>
Short-Term Loan Note Date Principal Interest Balance
------------------------------- ------------ ------------------ ---------------- -----------------
<S> <C> <C> <C> <C>
ROBERT WRUBEL #1 06/18/99 100,000.00 11,851.54 (1) 111,851.54
ROBERT WRUBEL #2 06/18/99 100,000.00 11,851.54 (2) 111,851.54
ROBERT WRUBEL #3 04/13/00 1,111,701.00 83,307.52 (3) 1,195,008.52
------------------ ---------------- -----------------
1,311,701.00 107,010.60 1,418,711.60 (4)
35% FORGIVEN 01/01/01 (389,538.46) (107,010.60)
------------------ ----------------
922,162.54 -
</TABLE>
*Notes are forgiven on a first in first forgiven basis*
(1) 7.50% interest rate compounded annually from note date to 01/01/01
(Promissory Note Dated June 18, 1999)
(2) 7.50% interest rate compounded annually from note
date to 01/01/01 (Promissory Note Dated June 18,1999)
(3) 10.40% interest rate compounded annually from note date to 01/01/01
(Promissory Note Dated April 13, 2000)
(4) 35/100% of loan balance forgiven
<TABLE>
<S> <C> <C> <C>
01/31/01 922,162.54 7,882.59* 930,045.13 (5)
01/31/01 (206,743.21) (7,882.59)
------------------ ----------------
715,419.33 -
</TABLE>
* 10.40% interest rate compounded monthly
(5) 15/65% of loan balance forgiven
<TABLE>
<S> <C> <C> <C>
02/28/01 715,419.33 5,503.83* 720,923.16 (6)
02/28/01 (327,229.94) (5,503.83)
------------------ ----------------
388,189.39 -
</TABLE>
* 10.40% interest rate compounded monthly
(6) 30/65% of loan balance forgiven
<TABLE>
<S> <C> <C> <C>
03/31/01 388,189.39 3,318.23* 391,507.62 (7)
03/31/01 (267,725.51) (3,318.23)
------------------ ----------------
120,463.88 -
</TABLE>
* 10.40% interest rate compounded monthly
(7) 45/65% of loan balance forgiven
<TABLE>
<S> <C> <C> <C>
04/30/01 120,463.88 995.40* 121,459.28 (8)
04/30/01 (101,777.84) (995.40)
------------------ ----------------
18,686.04 -
</TABLE>
* 10.40% interest rate compounded monthly
(8) 55/65% of loan balance forgiven
<TABLE>
<S> <C> <C> <C>
05/31/01 18,686.04 159.74* 18,845.78 (9)
05/31/01 (18,686.04) (159.74)
------------------ ----------------
- -
</TABLE>
* 10.40% interest rate compounded monthly
(9) 65/65% of loan balance forgiven
<TABLE>
<S> <C> <C> <C>
TOTAL DEBT FORGIVEN 1,311,701.00 124,870.39 1,436,571.39
================== ================ =================
</TABLE>
15
<PAGE>
EXHIBIT D
DEFINITION OF CORPORATE TRANSACTION IN SECTION 5(F)
For purposes of this Section 12 only, Change in Control means: (i) a
dissolution or liquidation of the Company; (ii) a sale, lease or other
disposition of all or substantially all of the assets of the Company, other than
a sale, lease or other disposition by the Company of all or substantially all of
the Company's assets to an entity, at least fifty percent (50%) of the combined
voting power of the voting securities of which are owned by stockholders of the
Company in substantially the same proportions as their ownership of the Company
immediately prior to such sale; (iii) a merger or consolidation in which the
Company is not the surviving corporation and in which beneficial ownership of
securities of the Company representing at least fifty percent (50%) of the
combined voting power entitled to vote in the election of Directors has changed;
(iv) a reverse merger in which the Company is the surviving corporation but the
shares of Common Stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise, and in which beneficial ownership of securities
of the Company representing at least fifty percent (50%) of the combined voting
power entitled to vote in the election of Directors has changed; (v) an
acquisition by any person, entity or group within the meaning of Section 12(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or subsidiary of the Company or other entity controlled by the Company)
of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power entitled
to vote in the election of Directors; or (vi) in the event that the individuals
who, as of the date of the adoption of the Plan, are members of the Company's
Board (the "Incumbent Board"), cease for any reason to constitute at least fifty
(50%) of the Board. (If the election, or nomination for election by the
Company's stockholders, of any new Director is approved by a vote of at least
fifty percent (50%) of the Incumbent Board, such new Director shall be
considered to be a member of the Incumbent Board in the future.).
16