Employment Agreement - Quokka Sports Inc. and Michael Gough
EMPLOYEE AGREEMENT
FOR
MICHAEL GOUGH
This Employment Agreement ("Agreement") is entered into as of the 18th day
of January 2000, by and between Michael Gough ("Employee") and Quokka Sports,
Inc., a Delaware corporation (the "Company").
WHEREAS, the Company desires to continue to employ Employee to provide
personal services to the Company, and wishes to provide Employee with certain
compensation and benefits in return for his services; and
WHEREAS, Employee wishes to continued to be employed by the Company and
provide personal services to the Company in return for certain compensation and
benefits;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:
1. EMPLOYMENT BY THE COMPANY.
1.1 The effective date of this Agreement shall be January 18, 2000 (the
"Effective Date") through June 30, 2001.
1.2 Subject to terms set forth herein, the Company agrees to continue to
employ Employee in the position of Chief Creative Officer ("CCO") and Employee
hereby accepts the provisions set forth in this Agreement. During the term of
his employment with the Company, Employee will continue to devote his best
efforts and substantially all of his business time and attention (except for
vacation periods as set forth herein and reasonable periods of illness or other
incapacities permitted by the Company's general employment policies) to the
business of the Company.
1.3 Employee shall perform such duties as are customarily associated
with his then current title, consistent with the Bylaws of the Company and as
required by the Company's Board of Directors (the "Board"). Employee shall
report to the Company's Chief Operating Officer. Employee's primary office
location shall be the Company's San Francisco, California headquarters.
Employee's duties shall require him to travel and to work at temporary off-site
work locations.
1.4 The Employee shall have a staff of one designer who will an employee
of the Company, subject to the Company's general and customary employment
practices and policies.
2. COMPENSATION.
2.1 SALARY. Employee shall receive for services to be rendered hereunder
an annualized base salary of $250,000, paid on a semi-monthly basis in
accordance with the Company's payroll policies and procedures. The effective
date for the new salary figure is July 28, 1999.
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(a) SALARY REVIEW PROCESS. Employee will be eligible
for a salary review pursuant to the Company's general salary review process,
which currently provides for salary reviews every twelve (12) months. Therefore,
the next salary review would be July 28, 2000.
2.2 INCENTIVE STOCK OPTION GRANTS. Employee's Incentive Stock Option
grants will continue to vest and to follow all the provisions set forth in the
1997 Equity Incentive Plan and individual Stock Option Agreements and
amendments.
2.3 VACATION TIME. Employee will be eligible to participate in the
Company's generally applicable vacation time policy. He will earn vacation pay
under the terms and conditions of the Company's general vacation time policy on
the following schedule: two weeks of paid vacation time during each of the first
and second years of his continuous employment with the Company; three weeks of
paid vacation time during each of the third and fourth years of his continuous
employment with the Company; and four weeks of paid vacation time during his
fifth and any subsequent years of continuous employment with the Company.
2.4 STANDARD COMPANY BENEFITS. In addition, Employee shall be entitled
to all rights and benefits for which he is eligible under the terms and
conditions of the standard Company benefits and compensation practices which may
be in effect from time to time and provided by the Company to its employees
generally. The Company reserves the right to modify the compensation and
benefits of its employees and of Employee from time to time, as it deems
necessary.
2.5 OTHER BENEFITS. The Company shall make available the reasonable
services of a financial planner (whose identity shall be subject to the
reasonable approval of the Company) for utilization by the Employee for personal
financial planning for the duration of the agreement.
3. PROPRIETARY INFORMATION OBLIGATIONS.
3.1 Employee agrees that the Proprietary Information and Inventions
Agreement attached hereto as Exhibit A previously executed by Employee remains
in full force and effect and is hereby incorporated into this Agreement.
4. OUTSIDE ACTIVITIES.
4.1 Except with the prior written consent of the Company's Board,
Employee will not during the term of this Agreement undertake or engage in any
other employment, occupation or business enterprise, other than ones in which
Employee is a passive investor. Employee may engage in civic and not-for-profit
activities so long as such activities do not materially interfere with the
performance of his duties hereunder.
4.2 Except as permitted by Section 4.3, Employee agrees not to acquire,
assume or participate in, directly or indirectly, any position, investment or
interest known by him to be adverse or antagonistic to the Company, its business
or prospects, financial or otherwise.
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4.3 During the term of his employment by the Company, except on behalf
of the Company, Employee will not directly or indirectly, whether as an officer,
director, stockholder, partner, proprietor, associate, representative,
consultant, or in any capacity whatsoever engage in, become financially
interested in, be employed by or have any business connection with any other
person, corporation, firm, partnership or other entity whatsoever which were
known by him to compete directly with the Company, throughout the world, in any
line of business engaged in (or planned to be engaged in) by the Company;
provided, however, that anything above to the contrary notwithstanding, he may
own, as a passive investor, securities of any competitor corporation, so long as
his direct holdings in any one such corporation shall not in the aggregate
constitute more than 1% of the voting stock of such corporation.
5. TERMINATION OF EMPLOYMENT.
5.1 TERMINATION BY COMPANY.
Employee's employment with the Company will be on an at-will basis. As such,
the Company shall have the right to terminate Employee's employment with the
Company at any time without cause or advance notice. In the event Employee's
employment is terminated by Company at any time, he will not be entitled to
severance pay, pay in lieu of notice or any other such compensation or benefit
of any kind whatsoever.
5.2 VOLUNTARY OR MUTUAL TERMINATION.
Employee may voluntarily terminate his employment with the Company at any time,
after which no further compensation will be paid to Employee. In the event
Employee voluntarily terminates his employment, he will not be entitled to
severance pay, pay in lieu of notice or any other such compensation or benefit
of any kind whatsoever.
6. GENERAL PROVISIONS.
6.1 NOTICES. Any notices provided hereunder must be in writing and shall
be deemed effective upon the earlier of personal delivery (including personal
delivery by fax) or the third day after mailing by first class mail, to the
Company at its primary office location and to Employee at his address as listed
on the Company payroll.
6.2 SEVERABILITY. Whenever possible, each provision of this Agreement
will be interpreted in such manner as to be effective and valid under applicable
law and consistent with the general intent of the parties insofar as possible,
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 or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.
6.3 WAIVER. If either party should waive any breach of any provisions of
this Agreement, he or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.
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6.4 COMPLETE AGREEMENT. This Agreement and its Exhibit constitute the
entire agreement between Employee and the Company and it is the complete, final,
and exclusive embodiment of their agreement with regard to this subject matter,
and supersedes any other prior agreements or understandings between the parties
whether written or oral. It is entered into without reliance on any promise or
representation other than those expressly contained herein, and it cannot be
modified or amended except in writing signed by an authorized officer of the
Company.
6.5 REMEDIES. Employee acknowledges that a remedy at law for any breach
or threatened breach by him of the provisions of this Agreement (including
without limitation the Proprietary Information and Inventions Agreement) would
be inadequate, and he therefore agrees that the Company shall be entitled to
injunctive relief in case of any such breach or threatened breach.
6.6 COUNTERPARTS. This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.
6.7 HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
6.8 SUCCESSORS AND ASSIGNS. Employee may not assign any of his rights or
obligations under this Agreement. This Agreement shall bind and inure to the
benefit of and be enforceable by the Company, and its successors, assigns,
heirs, executors and administrators.
6.9 CHOICE OF LAW. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the law of the State of
California.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and
year first above written.
QUOKKA SPORTS, INC.
By: /s/ Alan Ramadan
-----------------------------
Alan Ramadan
President and
Chief Executive Officer
Date: January 18, 2000
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ACCEPTED AND AGREED:
/s/ Michael Gough
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Michael Gough