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Exhibit 10.2
SPORTSLINE USA, INC.
0000 X.X. 0xx Xxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
May ___, 1998
Dear ___________:
This letter sets forth the terms on which SportsLine USA, Inc. (the
"Company") agrees to provide you certain compensation in the event your
employment with the Company is terminated by the Company without Cause (as
hereinafter defined). We have agreed as follows:
1. If, during the term of this letter agreement, the Company terminates your
employment other than for Cause or as a result of your death or disability,
then:
(a) within thirty (30) days after the date your employment is
terminated, the Company will pay you any unpaid amounts of
your base salary accrued prior to the date of termination;
(b) in lieu of any further salary, incentive compensation or other
payments for periods subsequent to the date of termination,
and as a severance benefit, the Company will continue to pay
you an amount equal the installments of your base salary (at
the rate in effect immediately prior to the date of
termination) that would have been paid to you had your
employment not been terminated (i) if your employment is
terminated either prior to a Change in Control (as hereinafter
defined) or more than one (1) year after a Change in Control,
for a period of six months following the date of termination,
or (ii) if your employment is terminated within one (1) year
following a Change in Control, for a period of one (1) year
following the date of termination; provided, that you shall
use reasonable efforts to seek other employment following such
termination, and the amount of any payment provided for in
this paragraph (b) will be reduced by any compensation you
earn as the result of employment by another employer or
business during the period the Company is obligated to make
payments hereunder.
(c) you will be entitled to receive, at the time such payments are
due, any other amounts payable to you at the time your
employment is terminated under any pension or employee benefit
plan, life insurance policy or other plan, program or policy
then maintained by the Company; and
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(d) all unvested stock options held by you at the time your
employment is terminated will immediately vest and become
exercisable on the date of such termination; and all such
stock options, together with any previously vested and
unexercised stock options, shall be exercisable by you in
accordance with their respective terms for a period of one (1)
year following the termination of your employment or, if
earlier, until the then scheduled expiration date(s) of such
options.
2. In consideration of the Company's agreements contained herein, you agree
that:
(a) You will not, either while you are employed by the Company or
for a period of one year following any termination of your
employment, directly or indirectly, engage in, operate, have
any investment or interest or otherwise participate in any
manner (whether as an employee, officer, director, partner,
agent, security holder, creditor, consultant or otherwise) in
any sole proprietorship, partnership, corporation or business
or any other person or entity that engages, directly or
indirectly, in a Competing Business; provided, that you may
continue to hold Company securities and/or acquire, solely as
an investment, shares of capital stock or other equity
securities of any company which are publicly traded, so long
as you do not control, acquire a controlling interest in, or
become a member of a group which exercises direct or indirect
control of, more than five percent (5%) of any class of
capital stock of such corporation. For purposes of this letter
agreement, the term "Competing Business" means any sole
proprietorship, partnership, corporation or business or any
other person or entity that owns, operates, manages or
distributes an on-line service that provides sports news,
information and content, whether such service is accessed
through the Internet, a commercial on-line service or
otherwise.
(b) While you are employed by the Company and for a period of two
years following any termination of your employment, you will
not, without the written consent of the Board or a person
authorized thereby, disclose to any person, other than an
employee of the Company (or its subsidiaries) or a person to
whom disclosure is reasonably necessary or appropriate in
connection with the performance by you of your duties as an
executive of the Company, any confidential information
obtained by you while in the employ of
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the Company with respect to any of the Company's customers,
suppliers, creditors, lenders, investment bankers, methods of
distribution or methods of marketing, the disclosure of which
you knows will be damaging to the Company; provided, however,
that confidential information shall not include any
information known generally to the public (other than as a
result of unauthorized disclosure by you) or any information
of a type not otherwise considered confidential by persons
engaged in the same business or a business similar to that
conducted by the Company. Notwithstanding the foregoing,
nothing herein shall be deemed to restrict you from disclosing
confidential information to the extent required by law.
(c) While you are employed by the Company and for a period of one
year following any termination of your employment, you will
not, directly or indirectly, for yourself or for any other
person, firm, corporation, partnership, association or other
entity, attempt to employ or enter into any contractual
arrangement with any employee or former employee of the
Company, unless such employee or former employee has not been
employed by the Company for a period in excess of six months.
(d) It is recognized and hereby acknowledged by the Company and
you that a breach by you of any of the agreements contained in
this Section 2 may cause irreparable harm or damage to the
Company or its subsidiaries, the monetary amount of which may
be virtually impossible to ascertain. As a result, you agree
that the Company and any of its subsidiaries shall be entitled
to an injunction issued by any court of competent jurisdiction
enjoining and restraining any and all violations of such
agreements by you or your associates, affiliates, partners or
agents, and that such right to an injunction shall be
cumulative and in addition to whatever other remedies the
Company may possess.
(e) Your noncompete agreement contained in Section 2(a), above,
shall terminate if following termination of your employment
for any reason the Company does not fulfill its obligations
under Section 1 hereof; however, such termination shall not
affect your rights to receive all payments, undiminished in
any way, provided by such Section 1.
3. For purposes of this letter:
(a) "Cause" shall mean (i i) subject to the following sentences,
any action or omission by you which constitutes (A) a willful
breach of any
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employment or other agreement between the Company and you, (B)
a breach by you of your fiduciary duties and obligations to
the Company, or (C) your failure or refusal to follow any
lawful directive of the Chairman, the Chief Executive Officer,
the President or the Board, in each case which act or omission
is not cured (if capable of being cured) within thirty (30)
days after written notice of same from the Company to you, or
(ii) conduct constituting fraud, embezzlement,
misappropriation or gross dishonesty by you in connection with
the performance of your duties to the Company, or a formal
charge or indictment of you for, or your conviction of, a
felony (other than a traffic violation) or, if it shall damage
or bring into disrepute the business, reputation or goodwill
of the Company or impair your ability to perform your duties
with the Company, any crime involving moral turpitude.
(b) A "Change in Control" shall mean and be deemed to have
occurred if, without your express written consent: (i) any
person, entity or "group", within the meaning of Sections
13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), other than (A) the Company,
its subsidiaries or any employee benefit plan established and
maintained by the Company or its subsidiaries, or (B) you or
any of your affiliates, becomes the "beneficial owner" (within
the meaning of Rule 13d-3 promulgated under the Exchange Act),
directly or indirectly, of securities of the Company
representing forty percent (40%) or more of the combined
voting power of the Company's then outstanding securities
entitled to vote generally in the election of directors; (ii)
the individuals who, as of the date hereof constitute the
Company's Board of Directors (as of the date hereof, the
"Incumbent Board") cease for any reason to constitute a
majority of the Board of Directors, provided that any person
becoming a director subsequent to the date hereof whose
election, or nomination for election by the Company's
stockholders was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (other than
the election or nomination of an individual whose initial
assumption of office is in connection with an actual or
threatened election contest relating to the election of the
directors of the Company, as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act)
shall be, for purposes of this Agreement, considered as though
such person were a member of the Incumbent Board; or (iii) the
shareholders of the Company approve (A) a reorganization,
merger or consolidation with respect to which persons who were
the shareholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately
thereafter, own more than 50% of the combined
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voting power entitled to vote generally in the election of
directors of the reorganized, merged or consolidated company's
then outstanding voting securities, (B) a liquidation or
dissolution of the Company, or (C) the sale of all or
substantially all of the assets of the Company, unless the
approved reorganization, merger, consolidation, liquidation,
dissolution or sale is subsequently abandoned.
4. This letter agreement will remain in effect until the later of two years
after the date hereof or, if a Change of Control occurs within that two-year
period, one year following the Change in Control. By signing below, you
acknowledge that this letter agreement is not an employment agreement and shall
not confer upon you any right to employment or continuance of employment by the
Company.
Please acknowledge your agreement to the foregoing by signing and
returning a copy of this letter.
Very truly yours,
Xxxxxxx Xxxx,
Chairman of the Board and
Chief Executive Officer
Acknowledged and Agreed:
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[Name of Employee]
