Exhibit 10.1
April 27, 1999
Mr. Richard Marino
4 Hastings Court
Morago, CA 94556
Dear Rich,
On behalf of CNET, Inc., I am pleased to offer you the position of
President of CNET, Inc. Here are the details of your offer:
Position: President of CNET, Inc., reporting to the CEO.
General
Duties: You will be responsible for the overall direction and
management of Sales and Marketing, CNET Online, CNET
Television and Human Resources, directly reporting to
the CEO of CNET, Inc. and will observe and abide by
all policies of the Company and all directives of the
Board of Directors or the Chief Executive Officer.
Other duties may be assigned to you by CNET from time
to time in the Company's discretion. You will be
expected to devote your full time, attention and
knowledge to the performance of your duties under this
Agreement. It is agreed that you will not engage in
any other business activity, whether or not for profit
during the term of your employment with CNET.
Provided, however, you may invest in securities of
publicly-traded companies as long as your interest in
each company does not exceed two percent. Your
participation in reasonable charitable, educational or
religious activities will not violate the terms of
this agreement, as long as your participation does not
interfere with your duties under this contract. You
will be expected to abide by and comply with all
policies and procedures of CNET and all applicable
laws and regulations, including, but not limited to,
those relating to antitrust.
Initial Salary: $350,000 per year, paid biweekly.
Signing Offer:
Upon beginning employment with CNET, you have the
choice of one of the following options: a) receiving a
one time payment of $160,000, less deductions
authorized or required by law or requested in writing
by you, paid within your first week as a CNET
employee, or b) purchasing 25,000 shares of the
Company's common stock, $.0001 par value (the "Option"
and the "Common Stock" respectively), pursuant to the
then existing Company's Stock Option Agreement. The
exercise price of the Option will be the price of
Company Common Stock on your first day of employment
at CNET. The option will vest on your 6 month
anniversary as a CNET employee. You must notify the
COO of the Company, in writing, of your choice of
these two options within the first 3 business days of
employment.
Term: The term of this Agreement will be four years and will
commence on the day you begin your employment with
CNET.
Termination For Cause:
During the term of this Agreement, the Company may
terminate your employment at any time for cause. For
purposes of this Agreement, "cause" is defined as any
conduct by you or any set of circumstances which
constitute cause under applicable judicial or arbitral
precedence, including but not limited to the
following:
(i) Your material breach of any term of this
Agreement and your failure to remedy such breach
within 20 days after being notified, in writing,
of such breach; provided, however, that no
notice is required where the breach cannot
reasonably be cured within 30 days;
(ii) Your failure, refusal or inability to perform
your duties as President, or such other duties
and responsibilities as you are assigned by the
Company; where appropriate and reasonable, the
Company will provide you with written notice of
such failure, refusal or inability and you will
have 30 days thereafter to cure the breach, it
being understood that notice and an opportunity
to cure will not be appropriate and reasonable
in all such cases;
(iii) Any breach or fiduciary duty, dishonesty,
embezzlement, fraud or similar serious
misconduct;;
(iv) The appropriation or attempted appropriation of
a business opportunity of the Company, including
attempting to secure or securing any personal
profit in connection with any transaction by the
Company;
(v) The conviction of a crime or any act of moral
turpitude which could have a material adverse
impact on the business operations, reputation or
financial condition of CNET.
In the event of a termination for cause, your base salary and benefits
will cease on the date of your termination; all unvested stock options are
forfeited upon termination and no pro rata bonus will be paid.
The existence of cause shall be determined in good faith by the
Company's Board of Directors or the CEO, but shall be subject to review
by an arbitrator in accordance with the attached CNET Alternative Dispute
Resolution policy.
Termination Without Cause:
If your employment is terminated for any reason other
than cause or the nature and scope your job
responsibilities substantially and materially change
due to and within a six month period after CNET
acquires, merges or is acquired by another company and
you choose to terminate your employment with the
company at that time, you will receive: (a) your base
salary through the end of the term of this Agreement;
(b) a pro rata bonus as of the date of your
termination; (c) stock vesting measured as of six
months following the date of your termination; and (d)
the Company will make COBRA continuation payments for
you and your dependents for six months after the date
of your termination.
Death or Disability:
In the event of your death or inability to perform the
essential functions of your position, with or
without reasonable accommodation, due to a physical
or mental disability and such inability is certain
or likely to continue for a period of time more than
120 days, this Agreement will terminate and you will
receive:
(a) your base salary for six months following the date
of termination; (b) a pro rata bonus as of the date of
your termination; and (c) stock vesting measured as of
six months following the date of your termination.
Incentive:
Each year, you are eligible to earn up to a $250,000
incentive bonus, less deductions authorized or
required by law, based on your meeting of mutually
agreed upon performance objectives, provided you are
still an active CNET employee. In the first year,
$150,000 of this incentive is guaranteed. The
guaranteed portion of the incentive in the first year
will be paid over the course of the year on a bi-
weekly basis.
Start Date: TBD but no later than May 24, 1999.
Stock Options:
We are offering an employee stock option grant
of 200,000 (two hundred thousand) shares of CNET stock
under the terms of the 1997 Stock Option Plan at a
valuation as determined by the special meeting of the
Compensation Committee. Your options will vest with
the following schedule: 25% end of year one, 25% end
of year two, 25% at the end of year three, and fully
vested at the end year four, provided you remain an
employee of CNET until that time (except as otherwise
provided herein).
We are also offering an employee stock option grant of
25,000 (twenty-five thousand) shares of CNET stock
under the terms of the 1997 Stock Option Plan at a
valuation as determined by the special meeting of the
Compensation Committee. Your options will vest with
the following schedule: 100% end of year one of your
employment, provided you remain an employee of CNET
until that time (except as otherwise provided herein).
At least annually, the Compensation Committee of the
Board will review the equity portion of your compensation package to
determine in good faith if that portion of your package provides the
appropriate equity compensation, taking into account as one factor
the then current stock price and its relation to the strike price
on your options, and make any adjustments or additional grants,
as appropriate.
Benefits: You will be eligible to participate in any Company
benefits plan package offered to regular full time
employees of the Company as such benefits exist now or
may be amended or deleted by the Company. CNET
currently offers medical, dental, vision, life
insurance, and an employee assistance program. You
will be eligible to participate in these plans on the
first day of the month, following your initial start
date.
CNET also offers its regular full time employees a
401(k) Plan, as well as an Employee Stock Purchase
Plan. These benefits will be available to you on the
first day of the calendar quarter following your first
90 days at work.
PTO: You may accrue up to 15 days PTO (paid time off)
during your first year of employment with CNET.
Attorneys Fees:
In the event of a dispute between you and CNET which
proceeds to arbitration in accordance with the
attached Alternative Dispute Resolution Policy, the
prevailing party, as determined by the arbitrator,
shall be entitled to recover his/its reasonable
attorney's fees.
If you accept our offer and have read and reviewed the CNET
Alternative Dispute Resolution Policy and Procedures attached
hereto, and agree to be bound by and comply with the terms of the
CNET Alternative Dispute Resolution Policy and Procedures, please
sign and date this copy and return it to me. All of us are
delighted at the prospect of having you become a member of the
CNET team.
Sincerely,
/s/ HALSEY M. MINOR
Halsey M. Minor
CEO
CNET: The Computer Network
Agreed:
/s/RICHARD M. MARINO April 28, 1999
____________________ ____________________
Richard M. Marino
CNET ALTERNATIVE DISPUTE RESOLUTION POLICY
In the event of any dispute arising out of or related to an employee's
employment with CNET, or the termination thereof, in which the parties
are unable to come to a resolution (excluding claims for workers
compensation, unemployment insurance, and any matter within the exclusive
jurisdiction of the Labor Commissioner or the National Labor Relations
Board), the employee and CNET agree to submit the dispute to final and
binding arbitration pursuant to the then current California Employment
Dispute Resolution Rules of the American Arbitration Association (AAA) or
the comparable rules of the AAA if the employee is located in a state
other than California; provided, however, that the cost of the
arbitration borne by the employee will not exceed the cost to the
employee if the dispute had been submitted to a court of law.
A Request for Arbitration is initiated by submitting a request in writing
to CNET's Human Resources Department within the statute of limitations
period which would apply if the employee had filed a complaint in a court
of law.
The Request for Arbitration shall include a description of the dispute,
the date on which it first arose, the names of any co-workers or
supervisors with knowledge of the dispute, and the relief requested by
the employee.
Prior to selecting an arbitrator, CNET and the employee requesting
arbitration will submit their dispute to non-binding mediation. The cost
of the mediation will be borne by CNET. If the parties are unable to
agree on a mediator, the parties will request a panel of mediators from
JAMS/Endispute and will alternately strike names until one name remains.
The arbitrator selected by the parties is authorized to award any relief
which could be awarded by a court of law hearing the same dispute. The
arbitrator's award will be reviewed by a court of law under the
deferential standard of review applicable to most arbitration awards
(see, e.g., Cal. Code Civ. Proc. 1286.2); provided, however, that
rulings of law may be appealed to a court of law subject to a clearly
erroneous standard of review.
Nothing in this Policy shall preclude either the employee or CNET from
applying to a court of competent jurisdiction for injunctive relief
pending final resolution of the underlying dispute through arbitration.
This agreement may not be modified or amended except in writing signed
by the affected employee and the Chief Operating Officer of CNET.
If any provision of this agreement is declared illegal or unenforceable,
the remaining provisions shall remain in effect. In such an event, the
court is authorized to conform this agreement to existing law.
This agreement constitutes a waiver of the employee's right to a civil
court action or a jury trial concerning matters covered by this
agreement.