Sample Business Contracts

Key Employee Agreement - ValueClick Inc. and Earle Malm

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                             KEY EMPLOYEE AGREEMENT

         This KEY EMPLOYEE AGREEMENT (hereinafter referred to as the
("Agreement") is made and entered into as of the 1st day of June, 1999, by
and between ValueClick, Inc., a Delaware corporation (hereinafter referred to
as the "Company") and Earle Malm (hereinafter referred to as "Executive").

         WHEREAS, Company is a global Internet advertising network enabling
advertisers to take advantage of the Internet to sell their products and
increase brand awareness;

         WHEREAS, Executive possesses unique technical and operational skills
which are valuable to the business and financial prospects of Company;

         WHEREAS, in light of the foregoing, Company desires to employ
Executive as Chief Marketing Officer (CMO), and Executive desires to accept
such employment;

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, Company and Executive agree as follows:

1. DUTIES. Company hereby employs Executive to serve as CMO, reporting to the
CEO with such duties as are specified in Company's Bylaws and as may be
defined from time to time by the Board and/or CEO. To the fullest extent
permitted by Delaware law, Company shall indemnify and defend Executive from
all costs, expenses and losses whether direct or indirect, including
consequential damages and attorney's fees, incurred or sustained by Executive
in consequence of the discharge of his duties on Company's behalf.

2. TERM OF EMPLOYMENT. Company hereby agrees to employ Executive and
Executive agrees to accept employment upon the terms and conditions set forth
herein, commencing on June 1, 1999, and shall continue, for a period of one
year, unless and until terminated by Company or by Executive pursuant to
Paragraph 10 below.

3. SALARY. Executive shall be entitled to receive from Company a starting
base salary of $12,500 per month, which if annualized is $150,000. Salary is
calculated from the date of Executive's commencement of employment, pursuant
to Paragraph 2 above. The base salary shall be paid Executive in installments
every other week and shall be reviewed and may be increased by the Board
annually or at such earlier time or times as it determines.

4. STOCK OPTIONS.  In addition to Executive's salary  described in Paragraph
3, above, Executive shall receive Incentive Stock Options


at a striking price of Two Dollars ($2.00)per share as to 200,000 shares of
Company Common Stock, which will vest in twelve (12) equal monthly
installments over the twelve (12)month period commencing on June 1, 1999. All
of the aforementioned stock options shall otherwise be subject to the terms
and conditions of the Company's 1999 Stock Incentive Plan.

5. EXTENT OF SERVICES. So long as he serves as CMO, Executive shall devote
his full time, attention and energies to the business of Company and shall
not during such time be engaged (whether or not during normal business hours)
in any other business or professional activity, whether or not such activity
is pursued for gain, profit or other pecuniary advantage, but this shall not
be construed as preventing the Executive from (a) investing personal assets
in businesses which do not compete with Company in such form or manner as
will not require any substantial services on the part of the Executive and in
which the Executive's participation is principally that of an investor; (b)
purchasing securities in any corporation whose securities are regularly
traded, provided that such purchase shall not result in the Executive's
collectively owning beneficially at any time five percent (5%) or more of the
equity securities of a corporation engaged in a business competitive to that
of Company; and (c) participating in conferences, preparing or publishing
papers or books or teaching, so long as the Board and/or the CEO approves of
such activities prior to the Executive engaging in them.

6. VACATIONS AND LEAVE. Executive shall be entitled to vacation and other
leave in accordance with normal Company policy applicable to management
employees, which at the date hereof is three (3) weeks annual combined
vacation and sick leave. Vacations shall be taken at such times the Executive
and the Board and/or the CEO shall mutually agree.

7. EXPENSE REIMBURSEMENT. Upon presentation of supporting documentation and
consistent with Company policy, Company will reimburse Executive for any
reasonable and necessary business expenses incurred by Executive in
connection with the business of


Company. The parties acknowledge that Executive may incur certain
business-related expenses which Company will not reimburse but which
nonetheless further the business interests of Company and Executive's
professional interest.

8. OTHER BENEFITS. In addition to the benefits specifically described herein,
during the term of this Agreement, Executive and his dependents shall be
entitled to receive, on an equivalent basis, all other benefits of employment
generally made available to other members of Company's management and their
families, including, without limitation, benefits as a result of any present
or future medical insurance, disability insurance, life insurance, retirement
or pension plans. It is understood that any 401(k) plan implemented by
Company will be made available to Executive at the time and upon the
equivalent terms as made available to Company's other management employees.

9. TAXES. Company may withhold from any amounts payable under this Agreement
such federal, state, or local taxes as shall be required to be withheld
pursuant to any applicable law or regulation.

10. TERMINATION OF EMPLOYMENT.  This Agreement and Executive's employment as
CMO may be terminated by either party, for any reason or no reason,
immediately upon ten (10) days written notice given to the other party. In
the event the Executive's employment is terminated for any reason other than
cause (i.e. gross negligence, willful misconduct, insubordination); or, in
the event the Executive is terminated for any reason following a Change in
Control, as defined below, the Executive shall be entitled to all
compensation, stock option and health and welfare benefits the Executive
would have been eligible for during the Executive's remaining period of
employment. Accordingly, Executive and Company acknowledge and agree that
this Agreement and any employments hereunder are to be considered AT-WILL
EMPLOYMENT. Termination pursuant to this Section shall not prejudice any
other remedy to which the terminating party may be entitled at law, in
equity, or under this Agreement. This is the only Agreement concerning
termination between Company and Executive, and the parties acknowledge that
this Agreement supersedes and replaces any other written or oral agreement,
representation or understanding between the parties concerning termination
and that this Agreement can only be modified in a writing signed by the
Board's delegate and Executive.
   "Change In Control" shall be deemed to have occurred for purposes hereof
(i)when a change of stock ownership of Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A promulgated
under the Securities Exchange Act


of 1934, as amended (the "Exchange Act") and any successor item of a similar
nature has occurred; or (ii) upon the acquisition of beneficial ownership,
directly or indirectly, by any person (as such term is used in Sections 13(d)
and 14(d)(2) of the Exchange Act) of securities of Company representing 50%
or more of the combined voting power of Company's then outstanding
securities; provided that a Change In Control will not be deemed to have
occurred for purposes hereof with respect to any person meeting the
requirements of clauses (i) and (ii) of Rule 13(b)(1) promulgated under the
Exchange Act.

11. SUCCESSORS TO THE COMPANY. Except as otherwise provided herein, this
Agreement shall be binding upon and inure to the benefit of Company and any
successors of Company, or any corporation which acquires directly or
indirectly all of the assets of Company, whether by merger, consolidation,
sale or otherwise, and shall not be otherwise assignable by Company. This
Agreement is not assignable by Executive.

12. NOTICE. Any notice to be given under the terms of this Agreement shall be
given as follows: Notice to Company shall be addressed to its CEO at
Company's principal office; notices to Executive shall be addressed to
Executive's home as last shown on the records of Company or given by personal
delivery. Notice of a change of address under this section shall have been
duly given when personally delivered or three (3) days after being enclosed
in a properly sealed envelope addressed as aforesaid, and deposited (postage
paid) with the United States Postal Service.

13. WAIVER. Neither party's failure to enforce any provision of this
Agreement shall be deemed or in any way construed as a waiver of any such
provision, nor prevent that party from thereafter enforcing each and every
provision of this Agreement. The rights granted both parties herein are
cumulative and shall not constitute a waiver of either party's right to
assert all other legal remedies available under the circumstances.

14. SEVERABILITY. If one or more of the provisions or paragraphs of this
Agreement shall be held to be illegal or otherwise void or invalid, the
remainder of this Agreement shall not be affected and shall remain in full
force and effect.

15. GOVERNING LAW. This Agreement shall be interpreted under the laws of the
State of California, without regard to or application of choice of law rules
or principles.

16. ARBITRATION. In the event any claim or controversy arises under or
concerning any provision of this Agreement, excluding the


termination provision (Paragraph 10), Company and Executive hereby agree that
such claim or controversy shall be settled by final, binding arbitration in
accordance with the Employment Dispute Resolution Rules of the American
Arbitration Association, provided, however, that the impartial arbitrator
shall be chosen as follows: if Company and Executive are unable to agree upon
an impartial arbitrator within five (5) days of a request for arbitration,
the parties shall request a panel of five (5) labor and employment
arbitrators from the American Arbitration Association and shall alternatively
strike names until a single arbitrator remains. Arbitration shall occur, if
practicable, in Santa Barbara County, CA. Judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof.
Depositions may be taken and other discovery may be obtained during such
arbitration proceedings to the same extent as authorized in civil judicial
proceedings, subject to any limitations placed on discovery by the
arbitrator. The parties shall share equally in the costs of conducting the
arbitration and shall each pay their expenses, but the prevailing party shall
be entitled to recover its reasonable attorneys' fees. Notwithstanding the
foregoing, nothing herein shall preclude or limit Company from seeking
injunctive relief from a court of competent jurisdiction. Executive
acknowledges and agrees that, by agreeing to this provision, he is agreeing
to arbitrate any claim relating to his employment, whether or not it arises
under the terms of this Agreement, that may arise under federal and state
laws including, but not limited to, claims arising under Title VII, the Age
Discrimination in Employment Act, the Americans with Disabilities Act and the

17. ENTIRE AGREEMENT. This Agreement, any stock option agreements and the
Employee Proprietary Information Agreement signed by the Executive contain
the entire agreement of the parties and supersede and replace any other
Agreement. Except as provided herein, this Agreement may be modified only by
an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. Only
Company's Board has the authority to make such modifications of this
Agreement on behalf of Company.

         IN WITNESS WHEREOF, the parties have duly executed this


Agreement as of the day and year first above written.


                                                     ValueClick, Inc.

                                                     By: /s/ James R. Zarley

                                              EXECUTIVE: /s/ Earle Malm
                                                        Earle Malm