Looking for an agreement? Search from over 1 million agreements now.

Form of Severance Agreement

This is an actual contract by CNET Networks, Inc..

Save time and money with our Premium Packages.
Buy all (8) recommended agreements for
$140.00 (50% savings)
Agreement Preview
Sectors: Media, Internet
Governing Law: California , View California State Laws
Effective Date: February 14, 2008
Related Agreement Types:
Search This Document
EXHIBIT 10.15

CNET NETWORKS, INC.

THIS SEVERANCE AGREEMENT (this " Agreement" ) is made and entered into as of February 14, 2008 (the " Effective Date" ) by and between CNET Networks, Inc. (the " Company" ), a Delaware corporation, and ________ (the " Executive" ).

WITNESSETH:

WHEREAS, the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its stockholders; WHEREAS, the Executive is a senior executive of the Company and has made and is expected to make major contributions to the profitability, growth and financial strength of the Company;

WHEREAS, the Company desires to assure itself of both present and future continuity of management and desires to establish certain minimum severance benefits for certain of its senior executives, including the Executive;

WHEREAS, the Company recognizes that, as is the case with many companies, the possibility of a Change in Control (as hereinafter defined) exists;

WHEREAS, the Company desires to provide inducement for the Executive to remain in the ongoing employ of the Company, including in the event of a threat or the occurrence of a Change in Control of the Company; WHEREAS, the Board (as hereinafter defined) has determined that it is in the best interests of the Company and its stockholders to secure Executive' s continued services and to ensure Executive' s continued dedication to the Executive' s duties; and

WHEREAS, the Board of Directors of the Company has authorized the Company to enter into this Agreement.

NOW, THEREFORE, the Company and the Executive agree as follows:

Section 1 . Certain Defined Terms :

In addition to terms defined elsewhere herein, the following terms shall have the respective meaning specified below unless the context clearly indicates the contrary: (a) " AAA" has the meaning assigned to such term in Section 15 . (b) " Accounting Firm" has the meaning assigned to such term in Section 3 .

(c) " Accrued Obligations" has the meaning assigned to such term in Section 2 .

(d) " Annual Bonus" means, in the event of a Qualifying CIC Termination, the greater of (1) the annual cash performance bonus which the Executive is eligible to receive under the Company' s annual incentive plan as in effect for the year in which the Termination Date occurs or (2) the annual cash performance bonus which the Executive is eligible to receive under the Company' s annual incentive plan as in effect for the year in which the Change in Control occurs, in each case, calculated at target. (e) " Base Salary" means (i) in the event of a Qualifying Termination, the annual base salary as in effect for the year in which the Termination Date occurs, or (ii) in the event of a Qualifying CIC Termination, the higher of (1) the annual base salary as in effect for the year in which the Termination Date occurs, or (2) the annual base salary as in effect for the year in which the Change in Control occurs.

(f) " Board" means the board of directors of the Company.

(g) " Cause" means the occurrence of any of one of the following events:

(i) the Executive' s willful and material failure substantially to perform the Executive' s lawful duties to the Company (other than as a result of total or partial incapacity due to physical or mental illness) or Executive' s willful and material failure to follow the lawful direction of the Board; (ii) material dishonesty in the performance of the Executive' s duties to the Company; (iii) conviction of a felony under the laws of the United States or any state thereof; (iv) the Executive' s willful and material misconduct in connection with the Executive' s duties to the Company or any willful act or omission which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates; or

(v) the Executive' s willful and material breach of the terms of this Agreement or any non-compete, non-solicitation or confidentiality provisions to which the Executive is subject. Notwithstanding the foregoing, any act or omission that is or would constitute grounds for a termination for Cause shall not constitute such grounds for a termination for Cause if: (A) the Company does not send a Notice of Termination to Executive within forty-five (45) days after the event occurs; or (B) in the case of Section (1)(g)(i) or (v) above, the Executive cures the act or omission that would give rise to a termination for Cause within twenty (20) days after the delivery of the Notice of Termination.


2

(h) " Change in Control" shall mean: (i) the acquisition, directly or indirectly, by any " person" or " group" (as those terms are defined in Sections 3(a)(9), 13(d), and 14(d) of the Exchange Act and the rules thereunder) of " beneficial ownership" (as determined pursuant to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (" voting securities" ) of the Company that represent 50% or more of the combined voting power of the Company' s then outstanding voting securities, other than (A) an acquisition by a trustee or other fiduciary holding securities under any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company or by any employee benefit plan (or related trust) sponsored or maintained by the Company or any person controlled by the Company, or (B) an acquisition of voting securities by the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company, or (C) an acquisition of voting securities pursuant to a transaction described in clause (iii) below that would not be a Change in Control under clause (iii); provided , however , that neither of the following events shall constitute an " acquisition" by any person or group for purposes of this clause (i): (x) a change in the voting power of the Company' s voting securities based on the relative trading values of the Company' s then outstanding securities as determined pursuant to the Company' s Certificate of Incorporation, or (y) an acquisition of the Company' s securities by the Company which, either alone or in combination only with the other event, causes the Company' s voting securities beneficially owned by a person or group to represent 50% or more of the combined voting power of the Company' s then outstanding voting securities; provided , further , however , that if a person or group shall become the beneficial owner of 50% or more of the combined voting power of the Company' s then outstanding voting securities by reason of share acquisitions by the Company as described above and shall, after such share acquisitions by the Company, become the beneficial owner of any additional voting securities of the Company, then such acquisition shall constitute a Change in Control;

(ii) individuals who, as of the date hereof, constitute the Board (the " Incumbent Board" ) cease for any reason to constitute at least a majority of the Board; provided , however , that any individual 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 shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;


3

(iii) the consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company' s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction (A) which results in the Company' s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company' s assets or otherwise succeeds to the business of the Company (the Company or such person, the " Successor Entity" )) directly or indirectly, at least 50% of the combined voting power of the Successor Entity' s outstanding voting securities immediately after the transaction, and (B) after which more than 50% of the members of the board of directors of the Successor Entity were members of the Incumbent Board at the time of the Board' s approval of the agreement providing for the transaction or other action of the Board approving the transaction, and (C) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided , however , that no person or group shall be treated for purposes of this clause (C) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company and the other entity prior to the consummation of the transaction; or

(iv) a liquidation or dissolution of the Company.

For purposes of clause (i) of this definition of Change in Control, the calculation of voting power shall be made as if the date of the acquisition were a record date for a vote of the Company' s shareholders, and for purposes of clause (iii) of this definition of Change in Control, the calculation of voting power shall be made as if the date of the consummation of the transaction were a record date for a vote of the Company' s shareholders.

(i) " CIC Period" means the period beginning on the date an event that constitutes a Change in Control occurs and ending on the second anniversary of such date. (j) " Code" means the Internal Revenue Code of 1986, as amended. (k) " Confidentiality Agreement" has the meaning assigned to such term in Section 6 . (l) " Company" means CNET Networks, Inc., a Delaware corporation. (m) " Dispute" has the meaning assigned to such term in Section 15 .

4

(n) " Effective Date" has the meaning assigned to such term in the Recitals.

(o) " Exchange Act" means the Securities Exchange Act of 1934, as amended. (p) " Excise Tax" has the meaning assigned to such term in Section 3 . (q) " Good Reason" shall occur upon the Executive' s resignation within ninety (90) days after the occurrence of any of the following:

(i) a material reduction in Executive' s base salary, annual bonus or benefits as in effect immediately prior to such reduction;

(ii) solely in the case of determining whether a Qualified Termination has occurred, the assignment to or removal from Executive of duties or responsibilities for the Company if, following such assignment or removal, the Executive is in a position not reasonably consistent with an executive or senior management level position; for the avoidance of doubt, a Non-CIC Business Related Change shall not constitute grounds for a " Good Reason" resignation under this subsection (q)(ii); (iii) solely in the case of determining whether a Qualified CIC Termination has occurred, the assignment to or removal from Executive of duties or responsibilities that results in a material diminution in Executive' s overall duties, authority or scope of responsibilities [, including as a result of the Company ceasing to be a publicly-traded corporation] 1 ;

(iv) solely in the case of determining whether a Qualified CIC Termination has occurred, the relocation of Executive' s employment to a facility or a location more than thirty (30) miles from Executive' s then present location and more than thirty (30) miles from the Executive' s then present residence, without the Executive' s consent; or

(v) failure of a successor upon a Change of Control to assume in writing and without qualification all obligations under this Agreement.

Notwithstanding the forgoing, an event that is or would constitute grounds for a resignation for a Good Reason shall not constitute such grounds for a resignation for Good Reason if: (A) Executive does not send a Notice of Termination to the Company within forty-five (45) days after the event occurs; or (B) the Company reverses the action or cures the default that would give rise to a termination for a Good Reason within twenty (20) days after the delivery of the Notice of Termination.


1

Bracketed language to be included only in agreements with the Company' s Chief Financial Officer, General Counsel and Chief Accounting Officer.


5

(r) " Non-CIC Business Related Change" means a change to the Executive' s title, reporting line, duties or responsibilities (including without limitation the removal of the Executive from the Company' s Executive Committee or a change in the Executive' s position relative to other executive level employees of the Company) that is made prior to the occurrence of a Change in Control and is made not in connection with a Change in Control if, following such change, the Executive remains in a position reasonably consistent with an executive or senior management level position with the Company or its affiliates.

(s) " Notice of Termination" means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive' s employment under the provision so indicated and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than thirty (30) days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of a Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive' s or the Company' s rights hereunder. (t) " Payment" has the meaning assigned to such term in Section 3 . (u) " Qualifying CIC Termination" shall mean: (i) the termination of the Executive' s employment by the Company without Cause or the termination of the Executive' s employment by the Executive for a Good Reason, during the CIC Period; or

(ii) the occurrence of all of the following: (1) prior to a Change in Control, the termination of the Executive' s employment by the Company without Cause or the termination of the Executive' s employment by the Executive for a Good Reason, (2) the Executive reasonably demonstrates that such termination (or Good Reason event) was the result of a third party who had indicated an intention or taken steps reasonably calculated to effect a Change in Control, and (3) a Change in Control involving such third party (or a party competing with such third party to effectuate a Change in Control) does occur within six (6) months from the date of such termination.

Notwithstanding, anything to the contrary in this Agreement, for purposes of this Agreement, any reference to " termination ," as it relates to a termination of Executive' s employment for any reason, shall refer to a termination of employment which constitutes a " separation from service" within the meaning of Section 409A of the Code.


6

(v) " Qualifying Termination" means the termination of the Executive' s employment by the Company without Cause or the termination of the Executive' s employment by the Executive for Good Reason, which termination does not occur within the CIC Period, provided , however , that if a termination of employment also constitutes a Qualifying CIC Termination under Section 1(u)(ii) , the Executive will be deemed to have a Qualifying CIC Termination and all the provisions of this Agreement applicable to a Qualifying CIC Termination
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |

Privacy Policy   Terms of Service  18.232.99.123