Employment Agreement - MatchNet plc and Todd Tappin
[LETTERHEAD OF MATCHNET PLC]
13 February 2004
Mr. Todd Tappin
[Address]
Dear Todd:
RE: OFFER LETTER OF EMPLOYMENT
Matchnet plc (the "Company") is pleased to confirm your employment on the
following terms
1. POSITION. You will serve in the full time position of Chief Executive
Officer reporting to the Executive Committee of the Company's Board of
Directors, which shall monitor and review your performance and have the
ability to terminate your employment. Your employment shall commence
upon the execution of this Agreement.
2. CASH COMPENSATION. The Company will pay you a salary at the rate of
$420,000 per year, payable in accordance with the Company's standard
payroll schedule, beginning 8 March 2004. This salary will be subject
to adjustment pursuant to the Company's employee compensation policies
in effect from time to time. In addition, you may be eligible for an
annual bonus pursuant to parameters as may be determined by the Board.
Further, in the event of the Company's successful secondary public
offering of the Company's securities and concurrent listing on the
Nasdaq National Market System (a "Successful Offering"), your salary
shall be increased to $500,000 per annum, beginning with the first
subsequent pay period.
3. EMPLOYEE BENEFITS. As a regular employee of the Company, you will be
eligible to participate in a number of Company-sponsored benefits
including paid vacation, all in accordance with the Company's policies
as in effect from time to time. In addition, you will be covered under
the Company's health, 401(K) and group insurance programs. In
accordance with the Company's generally applicable policies, you will
be reimbursed for all reasonable travel and business expenses incurred
by you in connection with your employment duties.
4. SHARE OPTIONS. Subject to the approval of the Board, you will be
granted an option to purchase 1,200,000 of the Company's ordinary
shares (the "Option"). The exercise
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price per share will be equal to the fair market value per share on the
date the Option is granted as determined by the average closing price
of the Company's GDSs as quoted on the Frankfurt Exchange for the five
trading days prior to the execution of this letter. The Option will
vest, subject to Paragraph 7, below, according to the following
schedule: 120,000 options shall vest and become exercisable after 90
days of employment; with an additional 98,181 options final tranche).
In the event of a Successful Offering occurring on or before 30th June
2004, 30% of any unvested options will vest upon such event and the
balance of unvested options will vest in equal portions on the
quarterly vesting dates. In the event of a Successful Offering
occurring on or before 30th September 2004 20% of any unvested options
vesting and becoming exercisable each 90 days thereafter (with any
remainder being included in the will vest upon such event and the
balance of unvested options will vest in equal portions on the
quarterly vesting dates.
5. ASSIGNMENT OF RIGHTS, NON-SOLICITATION, CONFIDENTIALITY AND
NON-DISCLOSURE AGREEMENT. You agree to execute the Assignment of
Rights, Non-Solicitation of Employees and Vendors,, Confidentiality and
Non-Disclosure Agreements as shall be provided to you by the Company.
6. BOARD SEAT. You shall be appointed to the Board of Directors. However,
if your employment is terminated under this Agreement, you will be
deemed to have simultaneously resigned your position as director.
7. CHANGE OF CONTROL. For the purposes of this Agreement, a "Change of
Control Event" shall be the occurrence of a single shareholder (or
beneficial owner) acquiring more than 45% of the then outstanding
ordinary shares (or securities convertible into 45% of the then
outstanding ordinary shares) of the Company. In the event of a
termination of your employment with the Company for any reason
(including your own election) within 6 months of a "Change of Control
Event", you shall be entitled to: (i) payment of one year's salary and
any accrued bonus (net of any required withholding); (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), above; and (iii) payment of any COBRA plan
for 1 year. The payments provided for in Paragraphs 7(i), 7(ii) and
7(iii) shall be increased to compensate for any increased taxes
resulting from provision 280G of the Internal Revenue Code.
8. 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 employment with the Company. The Company
agrees to use its best efforts to purchase and maintain adequate
Directors' and Officers' liability insurance.
9. EMPLOYMENT RELATIONSHIP. Your employment with the Company continues to
be for no specific period of time. Your employment with the Company
will continue to be "at will," meaning that either you or the Company
may terminate your employment at any time and for any reason, with or
without cause. Any contrary representations that may have been made to
you are superseded by this letter agreement. This is the full and
complete agreement between you and the Company on this term.
10. OUTSIDE ACTIVITIES. While you render services to the Company, you agree
that you will not engage in any other employment, consulting or other
business activity without the prior written consent of the Company,
which consent shall not be unreasonably withheld. While you render
services to the Company, you also will not assist any
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person or entity in competing with the Company, in preparing to compete
with the Company or in hiring any employees or consultants of the
Company.
11. WITHHOLDING TAXES. All forms of compensation referred to in this letter
agreement are subject to reduction to reflect applicable withholding
and payroll taxes and other deductions required by law.
12. 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
Chairman & CEO
I have read and accept and agree to the above terms of employment:
/s/ Todd Tappin
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Signature of Todd Tappin
Dated 13 February 2004