Sample Business Contracts

        a)    Severance Payment.    After the date on which Employee has signed this Agreement and returned it to the Company, and provided that Employee has not revoked this Agreement pursuant to Section 1p, below, the Company agrees to deliver to Employee payments totaling Two-hundred and Twenty-eight thousand and Three-hundred and Ninety dollars ($228,390.00) as follows:

        b)    Consulting and Transition Services.    In consideration for independent consulting services provided by Employee in relation to the acquisition of two websites, Company has agreed to pay the Finders Fees as part of the Initial Payments. In further consideration for the Installment Payments to which Employee agrees she would not otherwise be entitled but for this Agreement, Employee shall make herself reasonably available and shall exercise reasonable efforts to respond diligently to inquiries by or on behalf of the Company related to the business of the Company (the "Transition Assistance"). The Company shall pay Employee, at a rate of $150 per hour, for all time expended by Employee at Company's request and prior authorization in connection with Transition Assistance other than time incurred in responding to telephonic or written inquiries that are addressed by Employee in twenty minutes or less ("Brief Inquiries"), provided that Brief Inquiries do not to exceed one hour in the aggregate on any given day (the "Transition Fees"). Nothing herein is intended to create an employment relationship between the Company and Employee.

        c)    Tax Reporting and No Tax Advice.    The Company shall issue to Employee a W-2 with respect to the portion of Initial Wages and Bonuses Payment, and a 1099 to Employee for the Finders Fees and Installment Payments paid to Employee. Employee agrees that the foregoing payments shall constitute the entire amount of monetary consideration provided to her under this Agreement, and for all monies allegedly owed for wages earned and penalties, restitution, and/or interest and that she is not entitled to and will not seek any further compensation of any kind either monetary or otherwise for any other claimed damage, costs or attorneys' fees in connection with the matters encompassed in this Agreement. Employee acknowledges and agrees that IB and its counsel have not made representations to her regarding the tax consequences of any amounts received by her pursuant to this Agreement. Employee agrees to pay federal and/or state taxes, if any, which are required by law to be paid by Employee with respect to the payments received under this Agreement.

        d)    Employee's Job Title.    Until April 15, 2007, the Company shall continue to reflect on its website Internetbrands.com, that Employee is the Chief Operating Officer of the Company.

        e)    Stock Options.    The Parties acknowledge that Employee has 60,500 vested stock options with the Company. Any other stock options Employee may have had with the Company at the date of her termination were forfeited as unvested upon Employee's termination with the Company.

        f)    Use of Company Communications Medium:    Until May 31, 2007, Employee shall continue to have access to the Company e-mail addresses assigned to Employee during her employment, through which Employee may send and receive e-mail messages, provided that such use is in compliance with the Company's electronic communications policy. The Company also shall continue to pay for Employee's cellular phone service until May 31, 2007, up to the preexisting limits related to Employee's use thereof, and thereafter shall take such steps as are necessary to facilitate Employee, if Employee elects to do so, acquiring the right to continue using, for her personal account, the same cellular telephone number she has been using as an employee of the Company. Until May 31, 2007, the Company will exercise reasonable efforts to retrieve voice mail

messages left on Employee's former telephone voice mail with the Company, and Employee may telephone Jacki Redeker at (310) 280-4354 to retrieve such messages.

        g)    No Other Compensation or Benefits.    Except as provided in this Agreement, Employee shall not be entitled to receive any other compensation or benefits of any sort from the Company, its affiliates, or their officers, directors, employees, agents, insurance companies, attorneys, shareholders, or subsidiaries for, without limitation, salary, vacation, bonuses, stock, stock options, health care continuation coverage or any other compensation or benefits.

        h)    No Claims or Lawsuits.    Employee represents that she has not filed or asserted any complaints, claims, or actions against IB and its parent companies, subsidiaries, divisions, affiliates, joint venturers, predecessors, successors, and their past and present officers, directors, shareholders, owners, assigns, agents, employees, attorneys, representatives, insurers, reinsurers, including, but not limited to Idealab (collectively referred to herein as "IB Released Parties") with any state, federal, or local governmental agency or court or arbitrator arising out of or relating to any act or omission that occurred prior to Employee's execution of this Agreement ("IB Prior Conduct Action") and that she will not file or assert any IB Prior Conduct Action at any time hereafter, and that if any agency, court, or arbitrator assumes jurisdiction of any such complaint, claim, or action against IB Released Parties, Employee will direct that agency, court, or arbitrator to withdraw from or dismiss with prejudice the matter. IB represents that it has not filed or asserted any complaints, claims, or actions against Employee, her spouse, heirs, and/or attorneys ("Employee Released Parties") with any state, federal, or local governmental agency or court or arbitrator arising out of or relating to any act or omission that occurred prior to IB's execution of this Agreement ("Employee Prior Conduct Action"), and that it will not file or assert any Employee Prior Conduct Action at any time hereafter, and that if any agency, court, or arbitrator assumes jurisdiction of any such complaint, claim, or action against Employee Released Parties, IB will direct that agency, court, or arbitrator to withdraw from or dismiss with prejudice the matter.

        i)    No Assistance.    Employee understands that if this Agreement were not signed, she would have the right to voluntarily assist other individuals or entities in bringing claims against the Company. Employee further understands and agrees that she waives such right and she shall not aid or assist others in their pursuit of claims against the Company unless (1) Employee is required to provide such assistance pursuant to a court order, valid subpoena or other legal process, or (2) Employee's assistance is sought by the EEOC or any other federal, state or local governmental entity.

        j)    No Admission.    This Agreement and compliance with this Agreement shall not be construed as an admission by the Parties of any liability whatsoever, or as an admission by the Parties of any violation of the rights of the other or any person, or any violation of any order, law, statute, duty, or contract whatsoever against the other Party. The Parties specifically deny and disclaim any liability to the other or any other person for any alleged violation of the rights of Employee, the Company, or any person, or for any alleged violation of any order, law, statute, duty, or contract on the part of the Parties, or either of them, including the Company's employees or agents or affiliated entities or their employees or agents.

        k)    No Future Employment and Limitation on Board Contact.    Employee agrees that in the future, IB and its parent companies, subsidiaries and divisions (collectively, "IB Entities") are entitled to reject, with or without cause, any application for employment or agreement for independent contractor status with IB Entities made by Employee. Employee further agrees that any rejection of any application or offer made to IB Entities by Employee is not for discriminatory or any other illegal purpose. Employee further agrees to refrain from contacting the Company's board of directors regarding her employment, the separation of her employment, or the terms thereof except to the extent that such contact relates to her interest as a shareholder of IB or to her actual or prospective future employment, or is in response to a request for information solicited by a member of the board of directors.

        l)    Employment Verification.    Should Employee wish to provide to any current or future employer(s) verification of her prior employment with the Company, she shall arrange for a request for confirmation to be submitted directly to IB's Vice-President, Human Resources, who will then only verify Employee's dates of employment with IB, position held, final salary, and the fact that Employee was eligible throughout her employment for a performance bonus. Concurrent with its execution of this Agreement, the Company shall provide to Employee a letter of introduction, in the form of Exhibit B hereto, executed on IB letterhead by Robert Brisco in his capacity as Chief Executive Officer. The Company agrees that in response to any request for a reference concerning Employee that is received by Mr. Brisco, Mr. Brisco will provide no information, in writing or orally, that contradicts, in substance, the information contained in Exhibit B.

        m)    Rights Under Promissory Note Survive.    Employee's Promissory Note with the Company, executed on November 20, 2003 (the "Promissory Note"), shall remain outstanding and self-executing in accordance with its terms. No release contained herein shall extinguish or limit the Parties' rights to enforce their respective rights pursuant to the terms of the Promissory Note.

        n)    Employee's Release of IB Released Parties.    As a material inducement for IB to enter into this Agreement, and except with respect to any executory obligation of IB set forth in this Agreement, and except as set forth in section 1m above, Employee hereby waives all rights under section 1542 of the California Civil Code with respect to IB Released Parties, which section Employee acknowledges has been fully explained to her by her attorneys and which she fully understands. Section 1542 provides as follows:

        Notwithstanding the provisions of Section 1542 of the California Civil Code, as a material inducement for IB Released Parties to enter into this Agreement, except with respect to any executory obligation of IB set forth in this Agreement, and except as set forth in section 1m above, Employee hereby irrevocably and unconditionally cancels, terminates, abrogates, discharges, waives, fully releases and forever discharges IB Released Parties from any and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorneys' fees, damages, action or causes of action of any kind, whether known or unknown including any claims for relief, charges, complaints, causes of action, disputes, liens, demands, damages, costs and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected, which she at any time heretofore had or claimed to have had or which she may have or claim to have regarding events that have occurred as of the date of this Agreement, arising out of or relating in any way to Employee's hiring by, employment with, or separation of employment from IB Released Parties, or otherwise relating to Employee's interactions, involvement or employment with IB Released Parties, from the beginning of time through the Effective Date. This release specifically extends to, without limitation, claims or causes of action arising from or related to breach of an express or implied contract, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, retaliation, discrimination, harassment, wrongful termination, infliction of emotional distress, loss of future earnings or profits, and claims under the California Constitution, any other applicable State Constitution, the United States Constitution, and applicable state and federal fair employment laws, federal equal employment opportunity laws, and federal and state labor statutes and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Fair Labor Standards Act, as amended, the Worker Adjustment Retraining and Notification Act of 1988, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, the Age Discrimination in Employment Act of 1967, as amended, the Employee Retirement Income Security Act of 1974, as amended, the California Fair Employment and Housing Act, as amended, the California Business and Professions Code, as amended, the California Labor Code, as amended, and all other applicable state and federal laws. Employee acknowledges and agrees that to the extent not previously paid, the Severance Payment

compensates her for all wages and all other monies due and owing to her arising from her employment with IB, including payment for all hours worked, any penalties and/or interest owed, and that she otherwise has been paid for all accrued leave and vacation time. However, notwithstanding the foregoing, nothing in this Agreement shall be construed to waive any right that is not subject to waiver by private agreement, including without limitation any claims arising under state unemployment insurance or workers compensation laws or California Labor Code section 2802.

        o)    Nothing in this Agreement shall affect the EEOC's rights and responsibilities to enforce the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, or any other applicable law, nor shall anything in this Agreement be construed as a basis for interfering with Employee's protected right to file a timely charge with, or participate in an investigation or proceeding conducted by, the EEOC, or any other state, federal or local government entity; provided, however, if the EEOC or any other state, federal or local government entity commences an investigation on Employee's behalf, Employee specifically waives and releases her right, if any, to recover any monetary or other benefits of any sort whatsoever arising from any such investigation or otherwise, nor will Employee seek or accept reinstatement to her former position with IB.

        p)    Review and Revocation Period.

        q)    IB's Release of Employee Released Parties.    As a material inducement for Employee to enter into this Agreement, and except as set forth in section 1m above, IB hereby waives all rights under section 1542 of the California Civil Code with respect to Employee Released Parties, which section IB acknowledges has been fully explained to it by its attorneys and which it fully understands. Section 1542 provides as follows:

        Notwithstanding the provisions of Section 1542 of the California Civil Code, as a material inducement for Employee to enter into this Agreement, and except as set forth in section 1m above, IB hereby irrevocably and unconditionally cancels, terminates, abrogates, discharges, waives, fully releases and forever discharges Employee Released Parties from any and all claims, debts, liabilities, demands, obligations, guarantees, costs, expenses, attorneys' fees, damages, action or causes of action of any kind, whether known or unknown including any claims for relief, charges, complaints, causes of action, disputes, liens, demands, damages, costs and liabilities of any nature whatsoever, known or unknown, suspected or unsuspected, which they, at any time heretofore had or claimed to have had or which they may have or claim to have regarding events that have occurred as of the date of this Agreement, matters, including, but not limited to, claims or causes of action for misrepresentation, breach of contract, conversion, defamation, slander, and libel, from the beginning of time through the Effective Date.