ServiceMagic 2010 Annual Report Download - page 128

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3A. COMPENSATION .
(a) BASE SALARY . During the period that Executive is employed with the Company hereunder, the Company shall pay Executive an
annual base salary of $1,000,000 (the “ Base Salary ”), payable in equal biweekly installments (or, if different, in accordance with the
Company’s payroll practice as in effect from time to time). The Base Salary may be increased from time to time in the discretion of the
Company. For all purposes under this Agreement, the term “ Base Salary ” shall refer to the Base Salary as in effect from time to time.
(b) EQUITY AWARDS . In connection with the execution of this Agreement, the Company has granted to Executive (i) a stock option to
purchase 750,000 shares of common stock of the Company, subject to the terms of the Stock Option Agreement attached hereto as Exhibit A-1
(the “ 2010 Option ”) and (ii) restricted stock units with respect to a maximum of 375,000 shares of common stock of the Company, subject to
the terms of the Restricted Stock Unit Agreement attached hereto as Exhibit A-2 (the “ 2010 RSUs ”).
(c) DISCRETIONARY BONUS AND EQUITY AWARDS . During the period that Executive is employed with the Company hereunder,
(i) Executive shall be eligible to receive discretionary annual bonuses (payable at the same time as bonuses of other executives at the Company,
but in no event later than March 15 of the year following the year with respect to which such bonuses are payable), as determined by the
Compensation and Human Resources Committee of the Board of Directors of the Company (the “ Compensation Committee ”), and
(ii) Executive shall remain eligible for additional Company equity grants, as determined by the Compensation Committee. Any additional equity
awards granted to Executive shall vest no earlier than the third anniversary of the Effective Date, other than as a result of accelerated vesting
upon a qualifying termination of employment as provided in the applicable equity award agreement or in this Agreement.
(d) BENEFITS . From the Effective Date through the date of termination of Executive’s employment with the Company for any reason,
Executive shall be entitled to participate in any welfare, health and life insurance, pension benefit and incentive programs as may be adopted
from time to time by the Company on the same basis as that provided to similarly situated senior executives of the Company. Without limiting
the generality of the foregoing, Executive shall be entitled to the following benefits:
(i) Reimbursement for Business Expenses . During the period that Executive is employed with the Company hereunder, the Company
shall reimburse Executive for all reasonable and necessary expenses incurred by Executive in performing Executive’s duties for the Company,
on the same basis as similarly situated senior executives and in accordance with the Company’s policies as in effect from time to time.
(ii) Vacation . During the period that Executive is employed with the Company hereunder, Executive shall be entitled to paid vacation
each year, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated senior executives of the
Company generally.
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