Sample Business Contracts

DEMAND MEDIA, INC.

 

Re:          AT-WILL EMPLOYMENT TERMS

 

Dear Mr. Blend:

 

In consideration of the compensation, benefits and promises contained herein and for other good and valuable consideration, the adequacy of which you and Demand Media, Inc., a Delaware corporation (the "Company") hereby acknowledge, you and the Company hereby enter into this letter agreement (the "Agreement") as of August 1, 2006, provided, that the effectiveness of this Agreement is contingent upon the consummation of the transactions contemplated by the Asset Purchase Agreement (the "Purchase Agreement"), dated as of July 31, 2006, by and among Demand Domains, Inc., Hotkeys Internet Group LLC, Boxer Internet Group LLC, BTCom Internet Marketing LLC, you and Thomas Zundel (the "Closing") and this Agreement will become effective only if the Closing occurs and shall be null and void and of no force or effect if the Closing does not occur for any reason (the date on which the Closing occurs, if any, the "Effective Date").

 

1.              POSITION, DUTIES AND RESPONSIBILITIES.  The Company will employ you, and you agree to be employed by the Company, as Senior Vice President, Hotkeys, of the Company and you shall perform such employment duties as are usual and customary for such position, as the Company may assign to you from time to time.  While employed by the Company, you agree to devote your full business time and attention to serving the Company in such position.  Your duties may be changed from time to time by the Company.  You will report to the Chief Executive Officer of the Company (currently Richard Rosenblatt), and will work full-time at our offices located in San Francisco, California, except for travel to other locations as may be necessary to fulfill your responsibilities.  If the Company so requests, in its reasonable discretion, you will serve the Company, its subsidiaries and/or affiliates in other capacities in addition to the foregoing.  In the event that you serve in any one or more of such additional capacities, the Company may, in its sole discretion, increase your compensation on account of such additional service beyond that specified in this Agreement.

 

2.              BASE COMPENSATION.  During your employment with the Company, the Company will pay you a base salary (the "Base Salary") of $100,000 per year, less payroll deductions and all required withholdings, payable in accordance with the Company's normal payroll practices and pro-rated for any partial period of service.  Your Base Salary may be subject to upward adjustment, in the sole discretion of the Company, pursuant to the Company's policies as in effect from time to time.

 

3.              ANNUAL BONUS.  In addition to the Base Salary set forth above, you will be eligible to receive an annual bonus (the "Bonus") under the Company's incentive bonus plan applicable to similarly situated employees of the Company, as in effect from time to time, in accordance with the terms and conditions of such bonus plan.  The amount of your

 

 

Bonus will be targeted at 20% of your Base Salary, based on the attainment of performance criteria established and evaluated by the Company in its sole discretion in accordance with the terms of such bonus plan and communicated to you, provided, that your actual Bonus for any year may equal more or less than 20% of your Base Salary (and may equal zero), depending upon whether and to what extent such criteria are attained.  Payment of your Bonus(es), to the extent any Bonus(es) become payable to you, will be contingent upon your continued employment through the date on which bonuses are paid generally under the applicable bonus plan.

 

4.              RESTRICTED STOCK AWARD.  Substantially concurrent with the Closing, the Company shall grant to you 1,976,275 restricted shares of the Company's common stock (the "Restricted Stock") under the Company's 2006 Equity Incentive Plan (the "Equity Plan") as soon as practicable after the Effective Date.  The Restricted Stock shall be subject to such restrictions as the Company, in its sole discretion, shall determine in accordance with the terms of the Equity Plan, which may include, without limitation, any reacquisition and transferability restrictions (the "Restrictions").  The terms and conditions of the Restricted Stock, including any Restrictions, shall be set forth in a Restricted Stock agreement to be entered into by the Company and you which shall evidence the grant of the Restricted Stock (the "Restricted Stock Agreement").  The Restricted Stock shall vest and all Restrictions thereon shall expire with respect to 40% shares of Restricted Stock on each of the first and second anniversaries of the Grant Date and with respect to an additional 10% shares of Restricted Stock on each of the third and fourth anniversaries of the Grant Date, such that all shares of Restricted Stock shall vest and the Restrictions thereon lapse on the fourth anniversary of the Grant Date, subject to your continued employment with the Company through each such date, provided, that all shares of Restricted Stock shall vest and the Restrictions thereon lapse immediately prior to any of (i) a Change of Control (as defined in the Equity Plan), (ii) your death, (iii)  your termination of employment by the Company without Cause (as defined below) or (iv) a termination by the Company of your employment due to your refusal to comply with the Company's request that you relocate your principal work location outside of the San Francisco, California greater metropolitan area, subject to your continued employment with the Company through any such event, and, provided, further, that, immediately prior to the Public Trading Date (as defined in the Equity Plan), subject to your continued employment with the Company through the Public Trading Date, the 20% Shares that would otherwise have vested and the Restrictions thereon lapsed on the third and fourth anniversaries of the Grant Date (or such lesser number of Shares as remain unvested and subject to the Restrictions at that time) shall vest and the Restrictions thereon lapse.  The Restricted Stock shall, subject to the provisions of this Section 4, be governed in all respects by the terms of the Equity Plan and the applicable Restricted Stock Agreement.

 

For purposes of this Agreement, the term "Cause" shall mean (i) your unauthorized use or disclosure of confidential information or trade secrets of the Company or any other material breach of a written agreement between you and the Company, including without limitation a material breach of any employment or confidentiality agreement; (ii) the entry of a plea of guilty or nolo contendere by you to, a felony under the laws of the

 

 

United States or any state thereof or any crime involving dishonesty or moral turpitude; (iii) your gross negligence or willful misconduct or your willful or repeated failure or refusal to substantially perform assigned duties after receiving notification thereof from the Company; provided that you shall have been afforded a 15 day period to cure such conduct in the case of conduct that does not constitute willful misconduct or willful failure or refusal to substantially perform assigned duties; (iv) any act of fraud, embezzlement, material misappropriation or dishonesty committed by you against the Company; or (v) any acts, omissions or statements by you which the Company reasonably determines to be materially detrimental or damaging to the reputation, operations, prospects or business relations of the Company, provided that you shall be given a 15 day period to cure such conduct (if capable of being cured) so long as you shall not have intended to damage the reputation, operations, prospects or business relations of the Company with such conduct.

 

5.              BENEFITS AND VACATION.  While employed by the Company, you will be eligible to participate in all incentive, savings and retirement plans and programs maintained or sponsored by the Company from time to time which are applicable to other similarly situated employees of the Company, subject to the terms and conditions thereof.  While employed by the Company, you will also be eligible for standard benefits, such as medical insurance, sick leave, vacations and holidays to the extent applicable generally to other similarly situated employees of the Company, subject to the terms and conditions of the applicable Company plans or programs.  Nothing in this Agreement shall, or shall be construed so as to, obligate the Company to adopt or maintain any benefit plan or program at any time.

 

6.              AT-WILL EMPLOYMENT.  You will be employed by the Company hereunder as an employee at will, subject to the terms of this Agreement.  Your employment with the Company will not continue for any fixed or guaranteed period of time.  Accordingly, you may terminate your employment at any time, for any reason or no reason, with or without notice.  Likewise, the Company may terminate your employment at any time, for any reason or no reason, with or without notice.

 

7.              TERMINATION OF EMPLOYMENT.  In the event that your employment with the Company terminates for any reason, you shall be entitled to receive any compensation and benefits that you have accrued, but not received payment for, through the date of such termination.  In addition, if your employment is terminated by the Company other than for Cause, or if your employment is terminated by the Company because, without your consent,  the Company requires that you relocate your principal work location outside of the San Francisco, California greater metropolitan area, subject to your execution and non-revocation of a binding release and waiver of claims in a form reasonably prescribed by the Company, which release and waiver shall not cause you to relinquish the rights available to you under the Purchase Agreement, the escrow agreement referenced therein and the Restricted Stock Agreement, you shall be entitled to continuation payments of your Base Salary at the rate in effect immediately prior to such termination for four months (the "Severance"), payable in accordance with the Company's normal payroll procedure, beginning after the expiration of any applicable revocation period specified in

 

 

the release and subject to Section 13 below.  The Company shall have no further obligations to you upon your termination of employment.

 

8.              DEVELOPMENT AGREEMENT.  In connection with the Company's entering into this Agreement and in further consideration hereof, you hereby agree to execute, simultaneously with this Agreement or as soon as practicable thereafter, a Development Agreement in the form provided by the Company.

 

9.              COMPANY RULES AND REGULATIONS.  As an employee of the Company, you agree to abide by all lawful Company policies, procedures, rules and regulations as may be set forth in a Company employee handbook or as otherwise promulgated by the Company.

 

10.       WITHHOLDING.  The Company shall withhold from any amounts payable under this Agreement such federal, state, local and/or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

 

11.       ARBITRATION.  Any controversy or claim arising out of or relating to this Agreement or the breach thereof, or otherwise arising out of your employment relationship with the Company or the termination thereof, shall, to the fullest extent permitted by law, be settled by arbitration in any forum and form agreed upon by you and the Company or, in the absence of such an agreement, under the auspices of the American Arbitration Association ("AAA") in Los Angeles, California, in accordance with the Employment Dispute Resolution Rules of AAA, including, but not limited to, the rules and procedures applicable to the selection of arbitrators.  Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.  This Section 11 shall be specifically enforceable.  Notwithstanding the foregoing, this Section 11 shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or a preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Section 11.

 

12.       Representations

 

a.               No Violation of Other Agreements.  You hereby represent and warrant to the Company that (i) you are fully authorized and empowered to enter into this Agreement and that the performance of your obligations hereunder will not violate any agreement between you and any other person, firm, organization or other entity, and (ii) you are not bound by the terms of any agreement with any previous employer or other party to refrain from competing, directly or indirectly, with the business of such previous employer or other party that would be violated by your entering into this Agreement and/or providing services to the Company pursuant to the terms of this Agreement.

 

b.              No Disclosure of Confidential Information.  You hereby represent that your performance of your duties under this Agreement will not require you to, and you shall not, rely on in the performance of your duties or disclose to the Company or any other person or entity or induce the Company in any way to use or rely on any trade secret

 

 

or other confidential or proprietary information or material belonging to any of your previous employers.

 

13.       Code Section 409A

 

a.               Code Section 409A Exempt.  The compensation and benefits payable under this Agreement, including without limitation the Severance, are not intended to constitute "nonqualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code").  However, if the Company determines that any compensation or benefits payable under this Agreement may be subject to Code Section 409A, this agreement shall incorporate the terms and conditions required by Code Section 409A and Department of Treasury regulations as determined by the Company.  To the extent applicable, this Agreement shall be interpreted in accordance with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder.  If the Company reasonably determines that any compensation or benefits payable under this Agreement may be subject to Code Section 409A and related Department of Treasury guidance, the Company shall adopt such amendments to this Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take such other actions as the Company deems necessary or appropriate to (i) exempt the compensation and benefits payable under this Agreement from Code Section 409A and/or preserve the intended tax treatment of the compensation and benefits provided with respect to this Agreement, or (ii) comply with the requirements of Code Section 409A and related Department of Treasury guidance.

 

b.              Specified Employees.  Notwithstanding anything to the contrary in this Agreement, no compensation or benefits, including without limitation any Severance payments, shall be paid to you during the 6-month period following your "separation from service" (within the meaning of Code Section 409A(a)(2)(A)(i)) if the Company determines that paying such amounts at the time or times indicated in this Agreement would cause you to incur additional tax under Code Section 409A.  If the payment of any such amounts is delayed as a result of the previous sentence, then on the first day following the end of such 6-month period, the Company will pay you a lump-sum amount equal to the cumulative amount that would have otherwise been payable to you during such 6-month period.

 

14.       ENTIRE AGREEMENT.  This Agreement, together with the Restricted Stock Agreement, the Development Agreement and applicable provisions contained in the Purchase Agreement, constitutes the final, complete and exclusive agreement between you and the Company with respect to the subject matter hereof and replaces and supersedes any and all other agreements, offers or promises, whether oral or written, made to you by the Company or any representative or agent thereof.

 

15.       SEVERABILITY.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of

 

 

this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision of this Agreement, but such invalid, illegal or unenforceable provision will be reformed, construed and enforced so as to render it valid, legal, and enforceable consistent with the intent of the parties insofar as possible.

 

16.       ACKNOWLEDGEMENT.  You hereby acknowledge (a) that you have consulted with or have had the opportunity to consult with independent counsel of your own choice concerning this Agreement, and have been advised to do so by the Company, and (b) that you have read and understand this Agreement, are fully aware of its legal effect, and have entered into it freely based on your own judgment.

 

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Please confirm your agreement to the foregoing by signing and dating the enclosed duplicate original of this Agreement in the space provided below for your signature and returning it to the Company at 1454 Third Street, Santa Monica, CA 90401.  Please retain one fully-executed original for your files.

 

			Sincerely,
			Demand Media, Inc., a Delaware corporation
			By:	/s/ Richard Rosenblatt
				Name: Richard Rosenblatt
				Title: Chairman and CEO
Accepted and Agreed,
this 1st day of August, 2006
By:	/s/ Michael Blend
	Michael Blend