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USA Networks - as Vice President - Strategic Planning Employment Agreement - Dara Khosrowshahi
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Dara Khosrowshahi ("Executive") and USA Networks, Inc., a Delaware corporation (the "Company"), and is effective March 2, 1998 (the "Effective Date").
WHEREAS, the Company desires to establish its right to the services of Executive, in the capacity described below, on the terms and conditions hereinafter set forth, and Executive is willing to accept such employment on such terms and conditions.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, Executive and the Company have agreed and do hereby agree as follows:
1. EMPLOYMENT. The Company agrees to employ Executive as Vice President - Strategic Planning of the Company, and Executive accepts and agrees to such employment. During Executive's employment with the Company, Executive shall do and perform all services and acts necessary or advisable to fulfill the duties and responsibilities as are commensurate and consistent with his position and shall render such services on the terms set forth herein. During Executive's employment with the Company, Executive shall report directly to the Chief Financial Officer and/or the senior executive officer who has responsibility for corporate staff functions (such person(s) as from time to time may be designated by the Company, hereinafter referred to as the "Reporting Officer"). Executive shall have such powers and duties with respect to the Company as may reasonably be assigned to him by the Board or the Reporting Officer, to the extent consistent with his position and status as set forth above. Executive agrees to devote all of his working time, attention and efforts to the Company and to perform the duties of his position in accordance with the Company's policies as in effect from time to time. Executive's principal place of employment shall be the Company's offices in New York City; however, Executive's position shall require frequent long-distance travel on Company business.
2. TERM OF AGREEMENT. The term ("Term") of this Agreement shall commence on the Effective Date and shall continue for a period of three years, unless sooner terminated in accordance a ace with the provisions of Section 4 hereof.
3. COMPENSATION.
(a) BASE SALARY. The Company shall pay Executive an annual base salary at the rate of $300,000 per year (the "Base Salary"), payable in equal biweekly installments or in accordance with the Company's payroll practice as in effect from time to time. The Base Salary shall be subject to a discretionary increase, as determined by a review by the Company 18 months after the Effective Date, but shall not be decreased from the rate in effect at any time and from time to time during the Term. For all purposes under this Agreement, the term "Base Salary" shall refer to Base Salary, including increases, if any, made from time to time.
(b) DISCRETIONARY BONUS. During the Term, Executive shall be eligible to participate in the Company's annual incentive bonus plan or program applicable to peer corporate executives of the Company, on a basis no less favorable than that provided to peer corporate executives of the Company.
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(c) STOCK OPTION. In consideration of Executive's entering into this Agreement and as an inducement to join the Company, Executive shall be granted under the Company's 1997 Stock and Annual Incentive Plan (the "Plan") a non-qualified stock option (the "Option") to purchase 60,000 shares of the common stock, par value $.01 per share, of the Company (the "Common Stock"). The date of grant of the Option shall be the Effective Date. The exercise price of the Option shall equal the last reported sales price of the Common Stock on the date preceding the Effective Date. Such Option shall vest and become exercisable in four equal installments on the anniversary of the Effective Date in each of 1999, 2000, 2001 and 2002, provided that the Option shall become 100% vested and exercisable upon a Change in Control (as such term is defined in the Plan). The Option shall expire upon the earlier to occur of (i) ten years from the Effective Date (the "Option Term") or (ii) except as otherwise provided in Section 4 below, 90 days following the termination of Executive's employment with the Company.
(d) BENEFITS. During the Term, Executive shall be entitled to participate in any fringe, welfare, health and life insurance and pension benefit and incentive programs as may be adopted from time to time by the Company on the same basis as that provided to peer corporate 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 Term, the
Company shall reimburse Executive for all reasonable and necessary
expenses incurred by Executive in performing his duties for the
Company, including, without limitation, expenses for travel related to
the business of the Company and entertainment expenses on the same
basis as peer executives in accordance with the Company's policies.
(ii) Vacation. During the Term, Executive shall be entitled to
four weeks of paid vacation per year, or such longer period as may be
provided by the Company, in accordance with the plans, policies,
programs and practices of the Company applicable to peer corporate
executives of the Company generally.
4. TERMINATION OF EXECUTIVE'S EMPLOYMENT.
(a) DEATH. In the event Executive's employment hereunder is terminated by reason of Executive's death, (i) the Company shall pay Executive's designated beneficiary or beneficiaries within 30 days of his death his Base Salary through the end of the month in which death occurs in a lump sum in cash; (ii) all outstanding equity incentive awards (including, without limitation, the Option) which are vested and which have not been exercised by Executive shall remain exercisable for a period of one year following the date of Executive's death or, if earlier, until the end of the applicable option term; and (iii) the Company shall pay Executive's designated beneficiary or beneficiaries within 30 days of his death in a lump sum in cash any Accrued Obligations (as defined in subparagraph 4(f) below).
(b) DISABILITY. If, as a result of Executive's incapacity due to physical or mental illness ("Disability"), Executive shall have been absent from the full-time performance of his duties with the Company for a period of four consecutive months and, within 30 days after written notice is provided to him by the Company, he shall not have retuned to the full-time performance of his duties, Executive's employment under this Agreement may be terminated by the Company or Executive for Disability. During any period prior to such termination during which
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Executive is absent from the full-time performance of his duties with the Company due to Disability, the Company shall continue to pay Executive his Base Salary at the rate in effect at the commencement of such period of Disability, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company. Upon termination of Executive's employment for Disability, (i) the Company shall pay Executive within 30 days of his Disability his Base Salary through the end of the month in which termination occurs in a lump sum is cash, offset by any amounts payable to Executive under any disability insurance plan or policy provided by the Company; (ii) all outstanding equity incentive awards (including, without limitation, the Option) which are vested and which have not been exercised by Executive shall remain exercisable for a period of one year following the date of Executive's Disability or, if earlier, until the end of the applicable option term; and (iii) the Company shall pay Executive within 30 days of this Disability in a lump sum in cash any Accrued Obligations (as defined in subparagraph 4(f) below).
(c) TERMINATION FOR CAUSE. The Company may terminate Executive's employment under this Agreement for Cause at any time prior to the expiration of the Term. As used herein, "Cause" shall mean: (i) the plea of guilty to, or conviction for, the commission of a felony offense by Executive; provided, however, that after indictment, the Company may suspend Executive from the rendition of services, but without limiting or modifying in any other way the Company's obligations under this Agreement; (ii) a material breach by Executive of a fiduciary duty owed to the Company; (iii) a material breach by Executive of any of the covenants made by him in Section 5 hereof; or (iv) the willfull and gross neglect by Executive of the material duties required by the Agreement. In the event of termination for Cause, this Agreement shall terminate without further obligation by the Company, except for the payment of any Accrued Obligations (as defined in subparagraph 4(f) below).
(d) TERMINATION BY THE COMPANY OTHER THAN FOR DEATH, DISABILITY OR CAUSE OR BY EXECUTIVE FOR GOOD REASON. If Executive's employment is terminated by the Company for any reason other than Executive's death or Disability or for Cause, or Executive terminates his employment for Good Reason (as defined below), then (i) the Company shall pay Executive within 30 days of the date of such termination the then present value of his Base Salary through the end of the Term in a lump sum in cash; (ii) the Option shall immediately vest and any then outstanding portion of the Option held by Executive shall remain exercisable for a period of one year from the date of such termination or, if earlier, until the end of the Option Term; and (iii) the Company shall pay Executive within 30 days of the date of such termination in a lump sum cash any Accrued Obligations (as defined in subparagraph 4(f) below). As used herein, "Good Reason" shall mean the occurrence of any of the following: (i) the Company's material breach of any of the provisions of this Agreement; (ii) any material adverse alteration in Executive's title, position, status, duties, level of reporting or responsibilities with the Company and (iii) any relocation of Executive's office outside of the New York metropolitan area.
(e) MITIGATION; OFFSET. In no event shall Executive be required...
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