Executive Employment Agreement - MatchNet plc and Steven Cramer
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement"), effective as of July 16,
2004, is entered into by and between MATCHNET PLC, an English company (the
"Company"), with its principal office at 8383 Wilshire Boulevard, Suite 800,
Beverly Hills, California 90211, and Steven Cramer, an individual, residing at
1071 Stradella Rd., Los Angeles, CA 90077 (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 6.
3. POSITION AND DUTIES:
Executive shall serve as the Chief Strategy Officer and shall report
directly to the CEO 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 and 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 Two Hundred Fifty Thousand Dollars ($250,000) 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 annual salary
reviews in accordance with the normal customs and practices of the Company.
(b) Bonus: Executive will be eligible to participate in any annual
incentive performance programs for Company executives pursuant to the terms and
to the
1 of 6
<PAGE>
extent such plans are established by the Company and approved by the Board of
Directors.
(c) Vacation: In addition to legal holidays observed by the Company,
Executive shall be entitled to receive paid vacation days pursuant to the terms
of the Company's vacation policy. Upon termination of employment, unused
vacation days will be paid out to Executive on the date of termination.
(d) 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 as provided by
Company policy, 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.
(e) 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, policies or arrangements, including
health insurance, providing Executive and his immediate family with at least
equivalent benefits thereunder. The Company shall not make any changes in such
plans, policies 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.
(f) Options: The Company shall issue to the Executive 190,000 options of
the Company's ordinary shares of stock (the "Options"). Provided that the
Executive remains employed with the Company on the following relevant
anniversary dates, 20% of the Options shall vest and become exercisable on the
first (1st) year anniversary of the Commencement Date; 25% on the second (2nd)
year anniversary of the Commencement Date; 25% on the third (3rd) year
anniversary of the Commencement Date; and 30% on the fourth (4th) year
anniversary of the Commencement Date. The Options will expire on the fifth (5th)
year anniversary of the Commencement Date, unless they expire earlier pursuant
to the termination provisions of this Agreement. The exercise price of the
Options shall be the closing price of the Company's GDS's as reported on the
Frankfurt Stock Exchange on the Commencement Date. Executive shall be required
to sign an Option Agreement between Executive and Company and the vesting and
exercise of the Options shall be subject to the terms of the Option Agreement
and the applicable Company stock option plan.
2 of 6
<PAGE>
5. CHANGE OF CONTROL BENEFITS
Change of Control is defined as the acquisition of 50% or more of the
Company's then outstanding ordinary shares of stock by any entity that does not
currently own, as of the Effective Date of this Agreement, at least 10% of the
Company's outstanding ordinary shares.
"Involuntary Termination" is defined as the occurrence of one or more of
the following events without the Executive's express written consent and which
occur within six (6) months of a Change of Control: (i) a substantial reduction
of Executive's employment, title, role, job description or responsibilities
relative to Executive's employment responsibilities in effect immediately prior
to a Change of Control; (ii) a reduction by the Company of the Executive's base
salary or target bonus as in effect immediately prior to such reduction; (iii)
the relocation of the Executive to a facility or a location more than fifty (50)
miles from his or her then current location; or (iv) any termination of the
Executive by the Company which is not effected for Cause.
If an Involuntary Termination occurs within six (6) months of a Change of
Control event, and the Executive executes (and does not revoke) a release
agreement (in the form provided by the Company in accordance with applicable
law), then the Executive shall receive the following Change of Control benefits:
(a) one (1) year of Executive's base salary (as in effect immediately
prior to the Termination Date), less applicable withholdings, payable monthly in
accordance with the Company's normal payroll practices during the one-year
period;
(b) all stock options and shares of restricted stock held by the Executive
shall become fully vested and exercisable as of the Termination Date, to the
extent such stock options and shares of restricted stock are outstanding on such
date; and
(c) the Company shall pay the COBRA premium's for Executive's health
insurance coverage through the Company's group health insurance plan, for up to
a maximum period of one (1) year after the Termination Date, or until covered
under another plan, which ever occurs first.
6. TERMINATION:
(a) Either party may terminate this Agreement for any reason by giving to
the other party thirty (30) days' written notice;
(b) The Company may terminate this Agreement for "Cause" at any time. As
used herein, "Cause" shall mean and include: (i) a material misappropriation of
any monies or assets or properties of the Company, (ii) a material breach by the
Executive of the terms of this Agreement that has not been cured within ten (10)
days after written notice to the Executive of such breach, (iii) the conviction
3 of 6
<PAGE>
of, or plea of guilty or nolo contendere, by the Executive to any criminal
offense involving the Executive's moral turpitude, or (iv) gross negligence or
willful misconduct of the Executive in connection with the material duties
required by this Agreement.
(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 or without reasonable accommodation), the
Company may terminate Executive's employment hereunder; and
(e) Upon termination for whatever reason, the Executive shall return, on
or before the date of termination ("Termination Date"), all books, documents,
papers, materials 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.
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 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 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.
8. 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
4 of 6
<PAGE>
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.
9. 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.
10. 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.
11. 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.
(b) Paragraphs 6 and 7 of this Agreement shall remain in full force and
effect and shall survive the termination of this Agreement.
12. 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.
13. 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.
5 of 6
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
and year written below.
MATCHNET PLC
By: /s/ Todd Tappin Dated: 7/15/04
-------------------------
Todd Tappin, CEO
EXECUTIVE
By: /s/ Steven Cramer Dated: 7/15/04
-----------------------------
Steven Cramer
6 of 6