Classmates.com 2003 Annual Report Download - page 80

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NetZero, Inc., a wholly
-owned subsidiary of the Company; and
WHEREAS, the Prior Agreement was amended effective February 9, 2001 and October 1, 2003 and that, effective as of the date hereof,
the Employee and the Company desire to further amend the Prior Agreement.
NOW THEREFORE, the Employee and the Company hereby amend and restate the Prior Agreement as follows.
1. Employment.
1.1 The Company hereby agrees to employ Employee, and Employee hereby accepts such employment, on the terms and conditions
set forth herein, commencing the date hereof, and continuing through February 9, 2008 (the "Term"), unless such employment is
terminated earlier as provided in Section 4 below. Employee's place of employment shall be in the greater Los Angeles
metropolitan area.
2. Duties of Employee .
2.1 Employee shall serve as Executive Vice President and General Counsel of the Company. In this capacity, Employee shall
perform such customary, appropriate and reasonable executive duties as are usually performed by the General Counsel,
including such duties as are delegated to him from time to time by the Board of Directors of the Company or a committee
thereof (the "Board"). Employee shall report directly to the Company's Chief Executive Officer.
2.2 Employee agrees to devote Employee's full time, attention, skill and efforts to the performance of his duties for the Company
during the Term. This Agreement shall not be interpreted to prohibit Employee from making passive personal investments or
engaging in charitable and public service activities if those activities do not materially interfere with the services required under
this Agreement.
3. Compensation and Other Benefits .
3.1 Base Salary . During the Term, the Company shall pay to Employee a base per fiscal year equal to Employee's current base
salary (the "Base Salary"), with payments to be made in accordance with the Company's standard payment policy and subject to
such withholding as may be required by law. Employee's Base Salary shall be increased to include any increases in Employee's
base salary as approved by the Board.
3.2 Bonus . During the Term, the Employee shall also be eligible to receive an annual cash bonus of up to 100% of Employee's base
salary for each fiscal year (the "Annual Bonus"), less withholding required by law, based on performance criteria established by
the Board. Employee's Annual Bonus shall be increased to include any increases in Employee's annual
1
bonus as approved by the Board. Employee shall not be eligible to receive any unpaid Annual Bonus if his employment
hereunder is terminated pursuant to either Section 4.1, or if Employee voluntarily resigns.
3.3 Restricted Stock Grant . Employee shall be entitled to purchase 100,000 shares of the Company's common stock, par value
$0.0001 per share (the "Restricted Shares") at par value for an aggregate cash purchase price of Ten Dollars ($10.00). Except as
otherwise provided in Section 4.2, in the event of a termination of Employee's employment before all Restricted Shares are
released from the Company's Repurchase Option (as defined below), the Company shall have the option to repurchase all or any
portion of the Restricted Shares at such time at the original cash purchase price per share (the "Repurchase Option"). The
Company shall hold the Restricted Shares in escrow until the Company exercises its Repurchase Option or the Restricted Shares
are released from the Repurchase Option. All of the Restricted Shares shall be released from the Repurchase Option (such
released shares, the "Released Shares") on January 27, 2008. Upon the release of the Restricted Shares from the Repurchase
Option, the Company shall deliver to Employee a stock certificate representing such Released Shares, less a number of Released
Shares (calculated based on the fair market value thereof as of such date) equal to the minimum amount of withholding as may
be required by law. The terms and conditions of the Restricted Shares purchase and the Repurchase Option shall be set forth in
greater detail in a restricted stock purchase agreement (mutually satisfactory in form and substance) to be entered into by the
Company and Employee, dated effective as of January 27, 2004 (the "Grant Date").
3.4 Vacation . Employee shall be entitled to five (5) weeks paid vacation per year in accordance with the Company's vacation
policies.
3.5 Other Benefits . Employee shall be eligible to participate, as of the date of Employee's employment, in all group life, health,
medical, dental or disability insurance or other employee, health and welfare benefits made available generally to other
executives of the Company. If Employee elects to participate in any of such plans, Employee's portion of the premium(s) will be
deducted from Employee's paycheck.