CEO Employment Agreement

EXHIBIT 10.11



AMENDED AND RESTATED EMPLOYMENT AGREEMENT



THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Employment Agreement"), dated as of this 5th day of April, 1999 is entered into by and between Fogdog, Inc. (formerly known as Cedro Group, Inc.) (the "Company"), and Brett Allsop ("Executive"). This Amended and Restated Employment Agreement amends and restates the Employment Agreement between the Company and Executive dated as of June 12, 1998 and is effective as of October 24, 1998 (the "Effective Date"). In consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:



1. EMPLOYMENT.

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1.1 Position. During the Employment Term (as hereinafter

-------- defined) and subject to the terms and conditions set forth herein, the Company agrees to employ Executive as the president of its international division and remain as Chairman of the Board (A Company Officer), reporting directly to the Company's Chief Executive Officer.



1.2 Duties. Executive shall diligently, and to the best of his

------ ability, perform all such duties incident to his position and use his best efforts to promote the interests of the Company.



1.3 Time to be Devoted to Employment. During the Employment

-------------------------------- Term, Executive shall devote his full time and energy to the business of the Company. Executive hereby represents that he is not a party to any agreement which would be an impediment to entering into this Employment Agreement and that he is permitted to enter into this Employment Agreement and perform the obligations hereunder.



2. COMPENSATION AND BENEFITS.

-------------------------



2.1 Annual Salary. In consideration of and as compensation for

------------- the services agreed to be performed by Executive hereunder, the Company agrees to pay Executive a starting annual base salary of $105,000, payable in accordance with the Company's regular payroll schedule ("Base Salary"), less applicable withholdings and deductions. The Base Salary shall be increased to $120,000, less applicable withholdings and deductions, effective upon Executive's relocation to the international office. The Base Salary will be subject to change at the sole discretion of the Company's Board of Directors (the "Board"). Executive will receive a supplement to Base Salary to be determined by the Board upon relocation of Executive to the international office to compensate Executive for the higher cost of living abroad. Such supplement shall be effective upon relocation of Executive to the international office. This supplement will be based upon the ORC Survey data annually provided by Price WaterhouseCoopers.



The Company will also pay for tax and payroll (hypo) submissions. Employee will continue to pay Hypothetical tax rates (including CA State Income Tax) to the benefit of the company. The company will account and pay for all US and UK filings and the actual taxes paid

in those countries. The purpose is to maintain an equitable standard of living within the US and it is understood that the company may benefit from these arrangements.



2.2 Bonus Plan. Executive will be eligible to receive an annual

---------- bonus of up to 25% of his base salary in 1998. Effective in 1999, Executive will be eligible to receive an annual bonus of up to 20% of base salary, upon achievement of objectives mutually determined by Executive and the Company's Chief Executive Officer.



2.3 [RESERVED] N/A



2.4 Repurchase Right. Executive and the Company agree that the

---------------- Company shall be permitted to purchase from Executive up to 173,333 shares (subject to adjustment for stock splits, dividends, recapitalizations and the like) of the Company's Common Stock owned by Executive on the date hereof (the "Shares") at the Fair Market Value thereof if at any time during the Employment Term Executive terminates this Employment Agreement pursuant to Section 4.1(iv) hereof (voluntary departure without Good Reason) (the "Repurchase Right"). The Repurchase Right shall lapse with respect to 1/26th of the Shares at the end of each month of the Employment Term; provided, however, that the Repurchase Right shall lapse with respect to all of the Shares (a) immediately prior to an initial public offering of the Company or the acquisition of the Company in a Corporate Transaction (as defined in Section 11.3.1 of the Plan), or (b) upon termination of this Employment Agreement pursuant to Sections 4.1(i) (death) or 4.1(ii) (disability) or 4.1(v) (by Executive for Good Reason). The Repurchase Right shall be exercisable by written notice delivered by the Company within thirty (30) days after Executive's termination of employment pursuant to Section 4.1(iv). The notice shall indicate the date set for the closing of the repurchase, which shall not be more than ten (10) business days after the end of the thirty (30)-day exercise period, and at the closing the Company shall pay the purchase price of the repurchased shares in cash, and the Executive shall concurrently deliver the stock certificates for the repurchased shares, each duly-endorsed by him for transfer. If the Repurchase Right is not exercised during such thirty (30)-day exercise period, the Repurchase Right shall lapse in its entirety. The Repurchase Right shall be assignable by the Company.



For purposes of this Employment Agreement, "Fair Market Value" shall mean the value of the Shares being repurchased hereunder based upon the exercise price which the Board would then assign to incentive stock options granted under the Plan.



2.5 Participation in Benefit Plans. During the Employment Term,

------------------------------ Executive shall be entitled to participate in health, life and disability insurance commensurate with all such benefit plans then offered to United States employees, as determined by, and from time to time adopted by the Board. The Company reserves the right to amend, modify or terminate any employee benefits at any time for any reason. Your portion of the cost will be determined at enrollment. Coverage for your spouse and/or any dependents is available at additional cost.



2.6 Reimbursement of Expenses. The Company shall reimburse

------------------------- Executive for all reasonable management approved expenses including, a) professional and language development expenses such as classes and seminars, b) business development expenses, such as travel and entertainment and cellular telephone, and c) expenses incurred in





setting up office operations, such as rent for office space, telephone lines, office supplies and equipment, printing, furniture, taxes, documentation, insurance and fees.



2.7 Vacation. During the Employment Term, Executive will be

-------- entitled to 19 days of paid vacation per annum, which may be carried over and used in any year during the Employment Term (plus four days for overseas time).



2.8 Relocation Expenses. Each year, Executive shall be

------------------- reimbursed for the cost of two (2) round trip airline tickets, coach or comparable class, for his immediate family for trips to the United States. The Executive shall remain in the international office for the remainder of the Employment Term. Company shall pay for all reasonable expenses for moving goods overseas comparable with moving expenses of employees posted overseas including shipping, package, storage, consulting, and insurance. Upon the expiration of the Employment Term, the Company shall pay all relocation expenses and transportation fees back to the United States should Executive so desire. The Company shall pay all housing expenses for up to two (2) months upon arrival at the international location in an executive apartment or hotel determined by the Company. The Company shall pay for the cost of storage of Executive's furnishings in the United States for the duration of the Employment Term. If he decides to move back before the end of his term, he pays for the relocation.



Additionally, the Company will pay basic housing costs for Executive while overseas. The housing that is chosen must be comparable (within reason) to current U.S. standards. Executive agrees to pay the company $2300 per month, in semi-monthly deductions from payroll after the 2 month temporary housing allowance is over OR if permanent housing is found sooner. Housing costs may include local taxes assessed (if any), but not utilities and insurance.



2.9 Automobile. If reasonably required for professional use,

---------- the Company shall reimburse Executive for reasonable expenses of leasing and insuring an automobile for Executive's use during the Employment Term.



3. EMPLOYMENT TERM.

---------------



3.1 Employment Term. The "Employment Term" means the period

--------------- commencing on the Effective Date and terminating on the earlier of two years and two months from the Effective Date or as set forth in Section 4.1.



3.2 Notice of Renewal. At least sixty (60) days prior to the

----------------- natural expiration of the period ending two years and two months from the Effective Date and sixty (60) days prior to each one year anniversary thereafter, if applicable, the Company shall give Executive written notice of whether the Company will be seeking a one-year extension of Executive's services under this Employment Agreement or subsequent one-year period, if applicable. Unless such notice indicates that there will be no extension, the terms of this Employment Agreement (other than Section 2.4) shall be automatically renewed for successive one-year periods. However, Executive's employment with the Company will cont ...