Non-Executive Director Appointment Agreement - MatchNet plc and David Siminoff
[LETTERHEAD OF MATCHNET PLC]
15 March 2004
Mr. David Siminoff
27866 Via Corita Way
Los Altos Hills, CA 94022
Dear David:
RE: TERMS OF APPOINTMENT AS NON-EXECUTIVE DIRECTOR
MatchNet plc (the "Company") is pleased to confirm our offer regarding you
appointment as a Non-Executive Director of the Company on the following terms:
1. POSITION. You will serve as a Non-Executive of the Company, effective
as of the date of this letter.
2. CASH COMPENSATION. The Company will pay you a director's fee at the
rate of $40,000 per year, payable in monthly installments of $3,333.33
each for each month of service, in arrears, beginning 15 April 2004. In
addition, you will be paid $2,000 for attendance at each Board meeting
and $1,000 for attendance for each Committee meeting (additional
compensation for special projects will be agreed as appropriate). The
Company will reimburse you for approved expenses which are incurred fn
the performance of your duties.
3. DUTIES. It is anticipated that you will be appointed as Chairman of the
Board's Audit Committee and serve as a member of the Board's Executive
Committee. It is expected that you will attend at least 4 full Board
meets and 4 Committee meeting per year in Los Angeles, in addition, you
will be available on an as needed basis for Board Meetings by
conference call, to execute Written Resolutions, and for such other
matters as the Company may reasonably require.
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4. SHARE OPTIONS. Subject to the final approval of the Board, you will be
granted an option to purchase 300,000 of the Company's ordinary shares
(the "Option"). The exercise price per share will be equal to the fair
market value per share as determined by today's closing price of the
Company's GDSs as quoted on the Frankfurt Stock Exchange. The Option
will vest and become exercisable, subject to Paragraph 5, below, at a
rate of 6,250 options for each full month of service.
5. CHANCE OF CONTROL. For the purposes of this Agreement, a "Change of
Control Event" shall be the occurrence of a single shareholder (or
beneficial owner) or an affiliated group of shareholders (or beneficial
owners) acquiring more than 45% of the then outstanding ordinary shares
(or securities convertible into 45% of the then outstanding ordinary
shares) of the Company or otherwise acquiring effective control of the
Company. In the event of a termination of your service as a director
for any reason (including your own election) within 6 months a "Change
of Control Event", you shall be entitled to: (i) payment of one year's
fees of $40,000 (which fees shall be payable in a lump sum no later
than thirty days after termination of your service as a director) and
(ii) immediate vesting and exercisability of any unvested and
unexercised options set forth in Paragraph 4 (together with an
extension of the "Final Exercise Date" as defined in the relevant
Option Agreement to one year from the date of such termination).
6. INDEMNIFICATION. To the fullest extent permitted by the Company's
charter documents and applicable law, the Company agrees to defend and
indemnify you and hold you harmless against any liability that you
incur within the scope of your service as a director of the Company.
The Company agrees to use its best efforts to purchase and maintain
adequate Directors' and Officers' liability insurance from a reputable
and financially sound insurer with coverage limits to be determined by
the Board of Directors and with provisions that will provide coverage
for you as a director as well as coverage as a former director
following any termination of your services as director.
7. ENTIRE AGREEMENT. Except as set forth herein, this letter agreement
supersedes and replaces any prior agreements, representations or
understandings, whether written, oral or implied, between you and the
Company.
We hope that you will find the above terms acceptable. You may indicate your
agreement with these terms by signing and dating the enclosed duplicate original
of this letter agreement and returning it to me. By signing this letter
agreement, you reconfirm to the Company that you have no contractual commitments
or other legal obligations that would prohibit you from performing your duties
for the Company.
Very truly yours
MATCHNET PLC
/s/ Joe Y. Shapira
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Joe Y. Shapira
Co-Chairman
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15/03/2004
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I have read and accept and agree to the above terms of employment:
/s/ David Siminoff
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Signature of David Siminoff
Dated 15 March 2004