Change in Control Agreement - Sina.com Inc. and Zhidong Wang
November 27, 2000
Zhidong Wang
1313 Geneva Dr
Sunnyvale, CA 94089
Dear Zhidong:
The Board of Directors (the "Board") of Sina.com, Inc. (the
"Corporation") has determined that it is in the best interests of the
Corporation and its stockholders to assure that the Corporation will continue to
have your dedication and services notwithstanding the possibility, threat or
occurrence of a Change in Control (as defined herein). The Board believes it is
imperative to diminish the distraction that you would face by virtue of the
personal uncertainties created by a pending or threatened Change in Control and
to encourage your full attention and dedication to the Corporation currently and
in the event of any threatened or pending Change in Control. Further, the Board
desires to provide you with compensation and benefits arrangements upon a Change
in Control which ensure that your compensation and benefits expectations will be
satisfied and which are competitive with those of other corporations. Therefore,
in order to accomplish these objectives, the Board has caused the Corporation to
enter into this Agreement (the "Agreement").
1. At-Will Employment. Your employment with the Corporation is and shall
continue to be at-will as defined under applicable law, meaning that either you
or the Corporation may terminate your employment relationship at any time for
any or no reason. If your employment terminates for any reason following a
Change in Control, you shall not be entitled to any payments, benefits, damages,
award or compensation other than as set forth in this Agreement and pursuant to
the Corporation's policies in place at the time of the termination.
2. Effective Date; Term of the Agreement. This Agreement shall become
effective upon the execution hereof by both you and the Corporation (the
"Effective Date") and shall continue for up to twenty-four (24) months following
the date on which a Change in Control occurs (the "Change in Control Date"). No
benefits shall be payable hereunder unless there has been a Change in Control.
3. Certain Definitions.
a Change in Control. A Change in Control shall be deemed to occur
upon the earliest to occur after the date of this Agreement of any of the
following events:
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i. Acquisition of Stock by Third Party. Any Person (as defined in
Section 2(d) below) becomes the Beneficial Owner (as defined in Section 2(e)
below), directly or indirectly, of securities of the Corporation representing
fifty percent (50%) or more of the combined voting power of the Corporation's
then-outstanding securities;
ii. Change in Board of Directors. During any period of two (2)
consecutive years after the Effective Date of this Agreement, individuals who at
the beginning of such period constitute the Board, and any new director (other
than a director designated by a person who has entered into an agreement with
the Corporation to effect a transaction described in (i), (iii), or (iv) of this
definition) whose election by the Board or nomination for election by the
Corporation's stockholders was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the members of the
Board;
iii. Corporate Transactions. The effective date of a merger or
consolidation of the Corporation with any other entity, other than a merger or
consolidation which would result in the voting securities of the Corporation
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power
of the voting securities of the surviving entity outstanding immediately after
such merger or consolidation and with the power to elect at least a majority of
the board of directors or other governing body of such surviving entity;
iv. Liquidation. The approval by the stockholders of the
Corporation of a complete liquidation of the Corporation or an agreement for the
sale or disposition by the Corporation of all or substantially all of the
Corporation's assets; or
v. Other Events. There occurs any other event of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or a response to any similar item on any similar schedule or
form) promulgated under the Exchange Act (as defined below), whether or not the
Corporation is then subject to such reporting requirement.
b. Approval Date. The Approval Date shall mean the date, if any, on
which the stockholders of the Corporation approve a transaction the consummation
of which would result in the occurrence of a Change in Control; provided,
however, there shall not be deemed to be any Approval Date in the event that the
transaction so approved by the stockholders does not occur. In the event that a
Change in Control occurs as to which the stockholders have not
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approved the transaction which effects the Change in Control, the Approval Date
shall be deemed to be the Change In Control Date.
c. Exchange Act. The Exchange Act shall mean the Securities Exchange
Act of 1934, as amended.
d. Person. Person shall have the meaning as set forth in Sections
13(d) and 14(d) of the Exchange Act; provided, however, that Person shall
exclude (i) the Corporation, (ii) any trustee or other fiduciary holding
securities under an employee benefit plan of the Corporation and (iii) any
corporation owned, directly of indirectly, by the stockholders of the
Corporation in substantially the same proportion as their ownership of stock of
the Corporation.
e. Beneficial Owner. Beneficial Owner shall have the meaning given to
such term in Rule 13d-3 under the Exchange Act; provided, however, that
Beneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner
by reason of the stockholders of the Corporation approving a merger of the
Corporation with another entity.
4. Benefits Upon a Change in Control Regardless of Termination. In the
event of a Change in Control, and regardless of whether or not you suffer a
termination of employment after the Approval Date, and provided such Change in
Control is not effected by a merger or asset sale in which the successor
corporation will assume outstanding awards or substitute alternative awards, the
vesting and exercisability of each outstanding option and stock purchase right
(collectively, the "Award") shall accelerate such that the Award shall become
fully vested and exercisable, and any repurchase right of the Corporation with
respect to shares issued upon exercise of the Award shall lapse as to all of the
shares subject to such repurchase right immediately prior to consummation of the
transaction.
5. Benefits Upon a Termination Following a Change in Control. You shall
be entitled to the benefits provided in Section 6(b) upon a termination of your
employment (which termination occurs after the Approval Date but during the term
of this Agreement), other than a termination by the Corporation due to your
death or Disability (as defined in Section 5(a) below), by the Corporation for
Cause (as defined in Section 5(b) below), or by you other than for Good Reason
(as defined in Section 5(c) below).
a. Definition of Disability. If, as a result of your incapacity due
to physical or mental illness, you shall have been absent from the full-time
performance of your duties with the Corporation for six (6) consecutive months,
and within thirty (30) days after written notice of termination is given you
shall not have returned to the full-time performance of your duties, your
employment may be terminated for "Disability".
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b. Definition of Cause. Termination by the Corporation of your
employment for "Cause" shall mean termination (i) upon your willful and
continued failure to perform substantially your duties with the Corporation
(other than any such failure resulting from your incapacity due to physical or
mental illness or any such actual or anticipated failure after your issuance of
a Notice of Termination for Good Reason) after a written demand for substantial
performance is delivered to you by the Board which demand specifically
identifies the manner in which the Board believes that you have not
substantially performed your duties, (ii) upon your willful and continued
failure to follow and comply substantially with the specific and lawful
directives of the Board, as reasonably determined by the Board (other than any
such failure resulting from your incapacity due to physical or mental illness or
any such actual or anticipated failure after your issuance of a Notice of
Termination for Good Reason) after a written demand for substantial performance
is delivered to you by the Board, which demand specifically identifies the
manner in which the Board believes that you have not substantially followed or
complied with the directives of the Board, (iii) upon your willful commission of
an act of fraud or dishonesty resulting in material economic or financial injury
to the Corporation, or (iv) upon your willful engagement in illegal conduct
which is materially and demonstrably injurious to the Corporation. For the
purposes of this definition, no act, or failure to act, on your part shall be
deemed "willful" unless done, or omitted to be done, by you not in good faith.
Notwithstanding the foregoing, you shall not be deemed terminated for Cause
unless and until there shall have been delivered to you a copy of a resolution
duly adopted by the affirmative vote of not less than three-quarters of the
entire membership of the Board at a meeting of the Board (after reasonable
notice to you, an opportunity for you, together with your counsel, to be heard
before the Board and a reasonable opportunity to cure), finding that in the
Board's good faith opinion you were guilty of conduct which constitutes Cause
and specifying the particulars thereof in reasonable detail. In the event of a
Change in Control by reason of a Corporate Transaction pursuant to which the
Corporation is not the surviving entity, then on and after the Change in Control
Date all determinations and actions required to be taken by the Board under this
definition shall be made or taken by the board of directors of the surviving
entity, or if the surviving entity is a subsidiary, then by the board of
directors of the ultimate parent corporation of the surviving entity.
c. Good Reason. You shall be entitled to terminate your employment
for Good Reason. For the purposes of this Agreement, "Good Reason" shall mean,
without your express written consent, the occurrence after the Approval Date
(but during the term of this Agreement, as set forth in Section 2 above) of any
of the following circumstances unless, in the case of (i), (vi), (vii), or
(viii) below, such circumstances are fully corrected (provided such
circumstances are capable of correction) prior to the Date of Termination
specified in your Notice of Termination given in respect thereof:
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i. the assignment to you of any duties inconsistent with the
position in the Corporation that you held immediately prior to the Approval
Date, a significant adverse alteration in the nature or status of your
responsibilities or the conditions of your employment from those in effect
immediately prior to the Approval Date, or any other action by the Corporation
that results in a material diminution in your position, authority, title, duties
or responsibility;
ii. the Corporation's reduction of your annual base salary or
targeted annual cash incentive bonus as in effect on the Approval Date or as the
same may be increased from time to time;
iii. the relocation of the Corporation's offices at which you are
principally employed immediately prior to the Approval Date (your "Principal
Location") to a location more than fifteen (15) miles from such location or the
Corporation's requiring you, without your written consent, to be based anywhere
other than your Principal Location, except for required travel on the
Corporation's business to an extent substantially consistent with your present
business travel obligations;
iv. the Corporation's failure to pay to you any portion of your
current compensation or to pay to you any portion of an installment of deferred
compensation under any deferred compensation program of the Corporation within
seven (7) days of the date such compensation is due;
v. the Corporation's failure to continue in effect any material
compensation or benefit plan or practice in which you are eligible to
participate in on the Approval Date (other than any equity based plan), unless
an equitable arrangement (embodied in an ongoing substitute or alternative plan)
has been made with respect to such plan, or the Corporation's failure to
continue your participation therein (or in such substitute or alternative plan)
on a basis not materially less favorable, both in terms of the amount of
benefits provided and the level of your participation relative to other
participants, as existed at the time of the Approval Date;
vi. the Corporation's failure to continue to provide you with
benefits substantially similar in the aggregate to those enjoyed by you under
any of the Corporation's life insurance, medical, health and accident,
disability, pension, retirement, or other benefit plans or practices in which
you and your eligible family members were eligible to participate in on the
Approval Date (other than any equity based plans), the taking of any action by
the Corporation which would directly or indirectly materially reduce any of such
benefits, or the failure by the Corporation to provide you with the number of
paid vacations days as to which you are entitled
<PAGE> 6
on the basis of years of service with the Corporation in accordance with the
Corporation's normal vacation policy in effect on the Approval Date;
vii. the Corporation's failure to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement pursuant to
Section 8(a) of this Agreement; or
viii. any purported termination of your employment by the
Corporation that is not effected pursuant to a valid Notice of Termination (as
defined above) and, if applicable, the requirements of the definition of Cause
hereof, which purported termination by the Corporation shall not be effective
for purposes of this Agreement.
Your right to terminate your employment for Good Reason shall not be affected by
your incapacity due to physical or mental illness. Your continued employment
shall not constitute consent to, or a waiver of rights with respect to, any
circumstance constituting Good Reason hereunder.
d. Notice of Termination. Any purported termination of your
employment by the Corporation or by you (other than termination due to death
which shall terminate your employment automatically) shall be communicated by
written Notice of Termination to the other party hereto in accordance with
Section 9. "Notice of Termination" shall mean a notice that shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of your employment under the provision indicated.
e. Date of Termination. Date of Termination shall mean:
i. if your employment if terminated due to your death, the date
of your death;
ii. if your employment is terminated for Disability, thirty (30)
days after Notice of Termination is given (provided that you shall not have
returned to the full-time performance of your duties during such thirty (30) day
period), and
iii. if your employment is terminated for any other reason, the
date specified in the Notice of Termination (which, in the case of a termination
for Cause shall not be less than thirty (30) days from the date such Notice of
Termination is given, and in the case of a termination for Good Reason shall not
be less than fifteen (15) nor more than sixty (60) days from the date such
Notice of Termination is given).
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Notwithstanding anything to the contrary contained in this
definition, if within fifteen (15) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, then the Date of Termination
shall be the date on which the dispute is finally determined, either by mutual
written agreement of the parties or otherwise; provided, however, that the Date
of Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence.
6. Compensation Upon Termination. Payment of any severance benefit is
conditioned upon your executing the Corporation's standard form of release of
claims and your continuing observance of your obligations under this Agreement
and the Confidentiality Agreement described in Section 7 below. In all cases,
upon termination of employment you will receive payment for all salary and
unused vacation accrued as of the Date of Termination and your benefits will be
continued under the Corporation's then-existing benefit plans and policies in
accordance with such plans and policies in effect on the Date of Termination and
in accordance with applicable law. In addition to such standard benefits, the
benefits to which you are entitled upon termination of your employment, subject
to Section 5 and the other terms and conditions of this Agreement, are:
a. Termination for Cause or Voluntary Termination Other than for Good
Reason. If your employment is terminated by the Corporation for Cause or if you
voluntarily terminate your employment other than for Good Reason, you will not
be entitled to any severance benefits.
b. Termination Without Cause or Resignation for Good Reason. If,
after the Approval Date of the Change in Control, but during the Term of the
Agreement, your employment is terminated by the Corporation without Cause and
other than as a result of death or Disability, or by you for Good Reason, you
shall be entitled to the following benefits:
i. Annual Bonus. You will receive a pro-rata amount of the full
value of any targeted annual bonus established for you for the fiscal or
calendar year, as applicable, in which such termination occurs, based on the
number of months which you served during such year prior to the Date of
Termination.
ii. Lump Sum Salary and Bonus. You will be entitled to receive a
lump sum payment equal to your annual base salary as in effect at the time the
Notice of Termination is given or immediately prior to the Approval Date,
whichever is greater; and the full value of your targeted annual bonus as in
effect at the time the Notice of Termination is given or immediately prior to
the Approval Date, whichever is greater;
<PAGE> 8
iii. Health Insurance Benefits. If, as of the date of the
termination of your employment with the Corporation, you are eligible to
continue your health insurance benefits under the terms of either the California
Continuation Benefits Replacement Act ("Cal-COBRA"), or the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended ("COBRA"), as applicable, and if
you timely and accurately elect to continue health insurance benefits for
yourself and your dependents under Cal-COBRA or COBRA, the Corporation agrees to
reimburse you for 100% of the applicable premiums for yourself and your eligible
dependents for the first eighteen (18) months as to which you and your
dependents are eligible for such coverage.
iv. D&O Insurance. The Corporation shall continue to carry you on
its D&O insurance policy for 6 years following the Date of Termination at the
Corporation's expense with respect to insurable events which occurred during
your term as a director or officer of the Corporation, with such coverage being
at least comparable to that in effect immediately prior to the Change in Control
Date or the Approval Date (if different from the Change in Control Date,
whichever is more favorable to you); provided, however, that (i) such terms,
conditions and exceptions shall not be, in the aggregate, materially less
favorable to you than those in effect on the Change in Control Date and (ii) if
the aggregate annual premiums for such insurance at any time during such period
exceed two hundred percent (200%) of the per annum rate of premium currently
paid by the Corporation for such insurance, then the Corporation shall provide
the maximum coverage that will then be available at an annual premium equal to
two hundred percent (200%) of such rate.
v. Acceleration of Stock Vesting. The vesting and exercisability
of any unvested Award, and the lapsing of the Corporation's repurchase right (as
applicable) with respect to shares of the Corporation's Common Stock purchased
pursuant to the terms of the Award, shall accelerate as to all of your
then-unvested shares subject to such Award, immediately prior to the Date of
Termination.
vi. Gross-Up. In the event that the severance and other benefits
provided for in this Agreement constitute "parachute payments" within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the
"Code") such that you are subject to the excise tax imposed by Section 4999 of
the Code, then your benefits under this Agreement shall be payable in full and,
in addition, the Corporation shall pay to you an amount (the "Gross-Up") equal
to the full value of the excise tax imposed by Section 4999 of the Code with
respect to such parachute payments as well as the amount equal to the income tax
and excise tax imposed on the Gross-Up (the "Gross-Up on the Gross-Up)". Any
determination required under this Section 6(b)(vi) shall be made in writing by
the Corporation's independent public accountants, whose determination shall be
conclusive and binding upon you and the Corporation for all purposes. For
purposes of making the calculations required by this
<PAGE> 9
Section 6(b)(vi), the accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Section 280G and 4999 of the
Code. The Corporation and you shall furnish to the accountants such information
and documents as the accountants may reasonably request in order to make a
determination under this Section. The Corporation shall bear all costs the
accountants may reasonably incur in connection with any calculations
contemplated by this Section 6(b)(vi). The payment provided for in this Section
6(b)(vi) shall be made on the earlier of the date on which you would be required
to pay, or the Corporation would be required to withhold, the amounts determined
under Section 6(b)(vi); provided, however, that if the amounts of such payments
cannot be finally determined on or before such day, the Corporation shall pay to
you on such day an estimate, as determined in good faith by the Corporation, of
the minimum amount of such payments and shall pay the remainder of such payments
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code) as soon as the amount thereof can be determined but in no event later than
the thirtieth day after the Date of Termination. In the event that the amount of
the estimated payments exceeds the amount subsequently determined to have been
due, such excess shall constitute a loan by the Corporation to you, payable
(together with interest at the rate provided in section 1274(b)(2)(B) of the
Code) on the fifth day after demand by the Corporation.
c. Termination by Reason of Death or Disability. If your
employment by the Corporation shall be terminated by reason of death or
Disability, you will be entitled to continued payment of your full base salary
at the rate then in effect on the Date of Termination for a period of one year
from the Date of Termination.
d. No Mitigation. You shall not be required to mitigate the
amount of any payment provided for in this Section 6 by seeking other employment
or otherwise, nor shall the amount of any payment or benefit provided for in
this Section 6 be reduced by any compensation earned by you as the result of
employment by another employer or self-employment, by retirement benefits, by
any amount claimed to be owed by you to the Corporation, or otherwise.
7. Confidential Information. You continue to remain bound by the terms
of the Confidential Information and Invention Assignment Agreement (the
"Confidentiality Agreement") which you executed as a condition of your
employment, including the non-solicitation clause therein and you acknowledge
and agree that the provisions of the Confidentiality Agreement survive any
termination of your employment relationship with the Corporation.
<PAGE> 10
8. Successors; Binding Agreement.
a. Successor to Assume Agreement. The Corporation shall require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Corporation to expressly assume and agree to perform this Agreement. Failure of
the Corporation to obtain such assumption and agreement prior to the Change in
Control Date shall be a breach of this Agreement and shall constitute Good
Reason per Section 5(i)(vii) above, and shall entitle you to terminate your
employment and receive the benefits described in Section 6(b), except that for
purposes of implementing the foregoing, the Date of Termination shall not be as
set forth in Section 5(e)(iii), but shall instead be the Change in Control Date.
b. Binding Agreement. This Agreement shall inure to the benefit of
and be enforceable by you and your personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If you
should die while any amount would still be payable to you hereunder had you
continued to live, all such amounts, unless otherwise provided herein, shall be
paid in accordance with the terms of this Agreement to your devisee, legatee or
other designee or, if there is no such designee, to your estate.
9. Notice. All notices, requests, demands and other communications which
are required or may be given under this Agreement shall be in writing and shall
be deemed to have been duly given when received if personally delivered; when
transmitted if transmitted by telecopy; the day after it is sent, if sent for
next day delivery to a domestic address by recognized overnight delivery service
(e.g., Federal Express); and upon receipt, if sent by certified or registered
mail, return receipt requested. All notices, requests, demands and other
communications shall be addressed to the respective addresses set forth on the
first page of this Agreement, provided that all notices to the Corporation shall
be directed to the attention of the Board with a copy to the Secretary of the
Corporation, or to such other address as either party may have furnished to the
other in writing in accordance herewith, except that notice of change of address
shall be effective only upon receipt.
10. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by you and such officer as may be specifically designated
by the Board. No waiver by either party hereto at any time of any breach by the
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. All references to
sections of the Exchange Act or the Code shall be deemed also to refer to any
<PAGE> 11
successor provisions to such sections. Any payments provided for hereunder shall
be paid net of any applicable withholding required under federal, state or local
law. The obligations of the Corporation under Section 6 shall survive the
expiration of the Term of this Agreement. The section headings contained in this
Agreement are for convenience only, and shall not affect the interpretation of
this Agreement.
11. Severability. The invalidity 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.
12. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
13. Suits, Actions, Proceedings, Etc.
a. Compensation During Dispute. If there is a dispute regarding the
existence of Cause or Good Reason, the Corporation will advance to you 50% of
the cash severance benefits and will reimburse you for 50% of the cost of your
COBRA premiums (if you timely and accurately elect such coverage) as to which
you would be entitled in the event that you prevail in the dispute, with the
remainder to be paid in the event that the dispute is settled in your favor;
provided, however, that you agree to repay such amounts if the dispute is not
resolved in your favor.
b. Legal Fees. The Corporation will pay all legal fees and expenses
incurred by you in connection with disputes arising under this Agreement,
including contesting or disputing any termination of employment, enforcing any
right or benefit provided by this Agreement, or in connection with any tax audit
or proceeding to the extent attributable to the application of Section 4999 of
the Code to any payment or benefit provided by the Agreement, unless such claim
was made in bad faith as determined by the court or other body charged with
making a determination on the underlying dispute. Any attorneys' fees and costs
incurred by you will be advanced by the Corporation.
c. Choice of Law; Arbitration. The internal laws of the State of
California, United States of America, applicable to contracts entered into and
wholly to be performed in California by California residents, without reference
to any principles concerning conflicts of law, shall govern the validity of this
Agreement, the construction of its terms and the interpretation of the rights
and duties of the parties hereunder. To the fullest extent allowed by law, any
controversy, claim or dispute between you and the Company (and/or any of its
owners, directors, officers, employees, volunteers or agents) relating to or
arising out of your employment or the cessation of that employment will be
submitted to final and binding arbitration in the
<PAGE> 12
county in which you work(ed) for determination in accordance with the American
Arbitration Association's ("AAA") National Rules for the Resolution of
Employment Disputes, as the exclusive remedy for such controversy, claim or
dispute. In any such arbitration, the parties may conduct discovery to the same
extent as would be permitted in a court of law. The arbitrator shall issue a
written decision, and shall have full authority to award all remedies which
would be available in court. The Company shall pay the arbitrator's fees and any
AAA administrative expenses. Any judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Possible
disputes covered by the above include (but are not limited to) unpaid wages,
breach of contract, torts, violation of public policy, discrimination, or any
other employment-related claims under laws including but not limited to Title
VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the
Age Discrimination in Employment Act, the California Fair Employment and Housing
Act, the California Labor Code, and any other statutes or laws relating to an
employee's relationship with his/her employer. However, claims for workers'
compensation benefits and unemployment insurance (or any other claims where
mandatory arbitration is prohibited by law) are not covered by this arbitration
agreement, and such claims may be presented by you to the appropriate court or
government agency. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH YOU
AND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY JURY. This arbitration agreement
is to be construed as broadly as is permissible under relevant law. This section
is intended to comply with current California law on binding arbitration and
shall be construed as such.
14. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and
supersedes all other prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto in respect of the subject matter contained herein,
including, without limitation, any prior severance agreement, is hereby
terminated and canceled. Any of your rights hereunder shall be in addition to
any rights you may otherwise have under the Corporations benefit plans of
general application and under which you are a participant, including, but not
limited to, any Corporation-sponsored employee benefit plans and stock options
plans. Provisions of this Agreement shall not in any way abrogate your rights
under such other plans and agreements.
<PAGE> 13
If this letter sets forth our agreement on the subject matter hereof,
kindly sign and return to the Corporation the enclosed copy of this letter. A
duly authorized officer of the Corporation will sign this letter and a fully
executed copy will be returned to you, constituting our agreement on this
subject. Unless and until accepted in writing by the Corporation, this Agreement
is deemed to be neither executed nor effective.
Sincerely,
SINA.COM, INC.
By: Daniel Chiang
-----------------------------
Title: Chairman of the Board
Agreed and Accepted,
this _____ day of ___________, 2000.