{"id":38698,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-sportsline-usa-inc-and-michael-p.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-sportsline-usa-inc-and-michael-p","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/consulting-agreement-sportsline-usa-inc-and-michael-p.html","title":{"rendered":"Consulting Agreement &#8211; SportsLine USA Inc. and Michael P. Schulhof"},"content":{"rendered":"<pre>             \n                              CONSULTING AGREEMENT\n\n     This Consulting Agreement (\"AGREEMENT\") dated as of June 14, 1996, between\nMichael P. Schulhof (the \"CONSULTANT\") and SportsLine USA, Inc. (\"SPORTSLINE\").\n\n     SportsLine desires to retain Consultant to render certain consulting\nservices with respect to its business, Consultant is willing to render such\nservices as hereinafter provided. In consideration of the mutual agreements and\ncovenants set forth in this Agreement, the parties agree as follows:\n\n     1. ENGAGEMENT OF CONSULTANT. SportsLine hereby engages and retains\nConsultant to render the consulting services described in Section 2 hereof (the\n\"SERVICES\") for a period of two years, commencing on the date hereof (the\n\"AGREEMENT PERIOD\").\n\n     2. DESCRIPTION OF SERVICES. During the Agreement Period, Consultant shall\nconsult with and advise SportsLine from time to time at SportsLine's request and\nConsultant's reasonable convenience with respect to corporate, business and\nmarketing strategy. Consultant shall not be required to devote any particular\namount of time toward the performance of his duties hereunder; provided, that\nConsultant shall use his reasonable efforts, and devote sufficient time, to\nbecome familiar with and knowledgeable about SportsLine's products, services and\nplans. Consultant acknowledges that he has been nominated to become a director\nof the Company, effective immediately following the closing of the Company's\ninitial public offering, and Consultant consents to disclosure of such proposed\ndirectorship.\n\n     3. PAYMENT FOR SERVICES. In full consideration for the Services, SportsLine\nshall issue Consultant options (the \"OPTIONS\"), to purchase an aggregate of\n50,000 shares of SportsLine's Common Stock at an exercise price of $4.00 per\nshare, pursuant to a Stock Option Agreement in the form of Exhibit A attached\nhereto.\n\n     4. NONEXCLUSIVITY OF THIS AGREEMENT. SportsLine understands and agrees\nthat, except as set forth in the next sentence, Consultant shall not be\nprevented or barred from rendering services of any nature for or on behalf of\nany other person, firm, corporation or entity, subject to Consultant's\nobligation to maintain confidentiality of SportsLine's confidential information\npursuant to Section 6. Notwithstanding the foregoing, during the Agreement\nPeriod Consultant shall not be employed by, act as a consultant to or otherwise\nrender services of any nature for or on behalf of any person, firm, corporation\nor entity engaged with respect to the business of providing a sports-oriented\ncomputer online subscription or advertising-based service (regardless of whether\nsuch service is accessed through the Internet, a commercial on-line service or\notherwise). Consultant understands and agrees that SportsLine shall not be\nprevented or barred from retaining other persons or entities to provide services\nof the same nature or similar nature as those described herein or of any nature\nwhatsoever.\n\n     5. TERMINATION. This Agreement may be terminated by either Consultant or\nSportsLine upon written notice specifying the effective date of termination;\nprovided, that such written notice shall be given at least 60 days prior to the\ndate of termination. Notwithstanding anything herein or in the Options to the\ncontrary, if this Agreement is terminated prior to the time\n\n                                       1\n\n\nConsultant becomes a director of the Company, Consultant shall forfeit to\nSportsLine Options with respect to (x) all of the 50,000 shares of stock subject\nto the Options if either (i) Consultant terminates this Agreement prior to the\nnine month anniversary hereof, or (ii) this Agreement is terminated in\nconnection with Consultant's declining to serve as a director of SportsLine\nwithout good reason, or (y) in all other cases, 25,000 shares of Common Stock.\nUpon any such other termination described in the preceding clause (y),\nSportsLine shall promptly deliver to Consultant a replacement Stock Option with\nrespect to 25,000 (rather than 50,000) shares, which agreement shall be in the\nform attached hereto as Exhibit A except that Sections 2 and 3 thereof shall be\namended to the effect that the Option will be exercisable at any time from June\n14, 1997 through the earlier to occur of (i) June 14, 2001, and (ii) one year\nafter the date of Consultant's death.\n\n     6. CONFIDENTIALITY. Consultant will not disclose to any other person, firm,\nor corporation, nor use for his own benefit, during or after the term of this\nAgreement, any trade secrets or other confidential information of SportsLine\nwhich is acquired by Consultant in the course of performing services hereunder.\nFor purposes of this Agreement, a \"trade secret\" is information not generally\nknown to the public which gives SportsLine an advantage over its competitors,\nincluding products or services under development, production methods and\nprocesses, subscriber or customer lists and marketing plans. Any information,\nwhich (i) at or prior to the time of disclosure by SportsLine to Consultant was\ngenerally available to the public through no breach of this Agreement, (ii) was\navailable to the public on a nonconfidential basis prior to its disclosure by\nSportsLine to Consultant or (iii) was made available to Consultant from a third\nparty (provided that Consultant did not know that such party obtained or\ndisseminated such information in breach of any legal obligation to SportsLine)\nshall not be deemed confidential information of SportsLine for purposes hereof.\n\n     7. AMENDMENT; WAIVER. No amendment to this Agreement shall be valid unless\nsuch amendment is in writing and is signed by both of the parties to this\nAgreement. Any of the terms and conditions of this Agreement may be waived at\nany time in writing by the party entitled to the benefit thereof, but a waiver\nin one instance shall not be deemed to constitute a waiver in any other\ninstance. A failure to enforce any provision of this Agreement shall not operate\nas a waiver of the provision or of any other provision hereof.\n\n     8. SEVERABILITY. In the event that any provision of this Agreement shall be\nheld to be invalid, illegal or unenforceable in any circumstances, the remaining\nprovisions shall nevertheless remain in full force and effect and shall be\nconstrued as if the unenforceable portion or portions were deleted.\n\n     9. GOVERNING LAW. This Agreement shall be governed by and construed and\nenforced in accordance with the laws of the State of Florida.\n\n     10. ASSIGNMENT. This Agreement shall be binding upon and inure to the\nbenefit of the parties and their respective successors and assigns: provided,\nhowever, that the duties of Consultant hereunder shall not be assignable or\ndelegable by Consultant.\n\n                                       2\n\n\n     11. EXECUTION IN COUNTERPARTS. This Agreement may be executed by the\nparties in counterparts, each of which when so executed and delivered shall be\ndeemed to be an original and all of which when taken together shall constitute\none and the same agreement.\n\n     IN WITNESS WHEREOF, each of the parties has executed this Consulting\nAgreement as of the date first written above.\n\n                                       SPORTSLINE USA, INC.\n\n                                       By: \/s\/ MICHAEL LEVY\n                                       ---------------------------------\n                                       Michael Levy, President\n\n                                       By: \/s\/ MICHAEL P. SCHULHOF\n                                       ---------------------------------\n                                       Michael P. Schulhof\n\n                                       3\n\n\n\n                 AMENDMENT TO CONSULTING AND OPTION AGREEMENTS\n\n     This AMENDMENT TO CONSULTING AND OPTION AGREEMENTS dated as of September\n27, 1996 (the \"AMENDMENT\"), is entered into between SPORTSLINE USA, INC.\n(\"SPORTSLINE\") and Michael P. Schulhof (the \"CONSULTANT\").\n\n     SportLine and Consultants are parties to (1) that certain Consulting\nAgreement dates as of June 14, 1996 (the \"CONSULTING AGREEMENT\") and (2) that\ncertain Option Agreement dated as of June 14, 1996 (the \"OPTION AGREEMENT\"). At\na meeting held on September 27, 1996, SportsLine's Board of Directors\nunanimously approved modifications to the Consulting Agreement and the Option\nAgreement, and SportsLine and Consultant desire to enter into this Amendment to\nevidence such modifications.\n\n     In consideration of the premises, SportsLine and Consultant hereby agree as\nfollows:\n\n     1. AMENDMENTS TO CONSULTING AGREEMENT.\n\n        (a) Section 3 of the Consulting Agreement is hereby amended by deleting\nsuch section in its entirety and substituting in its place the following:\n\n             \"3. PAYMENT FOR SERVICES. In full consideration for the Services,\n        SportsLine shall issue Consultant options (the \"OPTION\") to purchase an\n        aggregate of 100,000 shares of SportsLine's Common Stock at an exercise\n        price of $2.00 per share, pursuant to a Stock Option Agreement in the\n        form of Exhibit A attached hereto.\"\n\n        (b) The second and third sentences for Section 5 of the Consulting\nAgreement are hereby amended by deleting such sentences in their entirety and\nsubstituting in their place the following:\n\n        Notwithstanding anything herein or in the Option to the contrary, if\n        this Agreement is terminated prior to the time Consultant becomes\n        director of the Company, Consultant shall forfeit to SportsLine Options\n        with respect to (x) all of the 100,000 shares of stock subject to the\n        Options if either (i) Consultant terminates this Agreement prior to the\n        nine month anniversary hereof, or (ii) this Agreement is terminated in\n        connection with Consultant's declining to serve as a director of\n        SportsLine without good reason, or (y) in all other cases, 50,000 shares\n        of Common Stock. Upon any such other termination described in the\n        preceding clause (y), SportsLine shall promptly deliver to Consultant a\n        replacement Stock Option with respect to 50,000 (rather than 100,000)\n        shares, which agreement shall be in the form attached hereto as Exhibit\n        A except that Sections 2 and 3 thereof shall be amended to the effect\n        that the Option will be exercisable at any time from June 14, 1997\n        through the earlier to occur of (i) June 14, 2001, and (ii) one year\n        after the date of Consultant's death.\n\n     2. AMENDMENTS TO OPTION AGREEMENT.\n\n        (a) Section 1 of the Option Agreement is hereby amended by deleting such\nsection in its entirety and substituting in its place the following:\n\n                                      \n\n             \"1. GRANT OF OPTION. The Company hereby grants to Optionee options\n        (the \"OPTIONS\") to purchase up to 100,000 shares of Common Stock (the\n        \"OPTION SHARES\"), upon the terms and subject to the conditions set forth\n        in this Agreement.\"\n\n        (b) Section 4 of the Option Agreement is hereby amended by deleting such\nsection in its entirety and substituting in its place the following:\n\n             \"4. EXERCISE PRICE. The exercise price of the Options shall be\n        $2.00 per Option Share (the \"EXERCISE PRICE\"), subject to adjustment\n        pursuant to Section 7 hereof.\"\n\n     3. NO FURTHER AMENDMENTS. Except as expressly modified by this Amendment,\nall of the terms and conditions of the Consulting Agreement and the Option\nAgreement shall remain unchanged and in full force and effect.\n\n     4. EFFECTIVENESS; COUNTERPARTS. This Amendment shall become binding and\neffective upon execution by SportsLine and Consultant. This Amendment may be\nexecuted in counterparts, each of which will be deemed to be an original and all\nof which together will be deemed to be one and the same instrument.\n\n     IN WITNESS WHEREOF, the parties have executed this Amendment as of the day\nand year first above written.\n\n\n                                            SPORTSLINE USA, INC.\n\n\n                                            By:---------------------------\n                                               Michael Levy, President\n\n\n                                            by:---------------------------\n                                               Michael P. Schulhof\n\n                                       2\n\n \n                                OPTION AGREEMENT\n\n     This Option Agreement (\"AGREEMENT\") dated as of June 14, 1996, between\nSPORTSLINE USA, INC., a Delaware corporation (the \"COMPANY\"), and MICHAEL P.\nSCHULHOF (the \"OPTIONEE\").\n\n                               W I T N E S S E T H\n\n     WHEREAS, pursuant to the Consulting Agreement dated as of the date hereof\nbetween the Company and Optionee, the Company has agreed to issue to Optionee\noptions to purchase 50,000 shares of the Company's Common Stock, $0.01 par value\n(the \"COMMON STOCK\");\n\n     WHEREAS, the Company and Optionee desire to execute this Agreement to\nevidence the grant of such options and the terms and conditions thereof;\n\n     NOW THEREFORE, in consideration of the premises and the mutual covenants\ncontained herein and other good and valuable consideration, the sufficiency and\nreceipt of which are hereby acknowledged, the parties hereto agree as follows:\n\n     1. GRANT OF OPTION. The Company hereby grants to Optionee options (the\n\"OPTIONS\") to purchase up to 50,000 shares of Common Stock (the \"OPTION\nSHARES\"), upon the terms and subject to the conditions set forth in this\nAgreement.\n\n     2. EXERCISABILITY OF OPTIONS. The Options shall become exercisable in full\nfrom and after the close of business on the date of the first annual meeting of\nthe Company's stockholders at which directors are elected occurring after the\nCompany's initial public offering (\"IPO\"). The Options have been issued in\nconnection with that certain Consulting Agreement between the Company and\nOptionee, dated as of the date hereof, and shall be forfeited as provided in\nSection 5 thereof.\n\n     3. EXPIRATION. The unexercised portion of the Options shall become null and\nvoid (a) on June 14, 2006, if the Optionee is a director of the Company on that\ndate or ceased to be a director prior to that date by reason of his retirement\nor the failure of the Optionee to be re-nominated for election as a director of\nthe Company's stockholders, (b) immediately in the event of the Optionee ceases\nto be a director of the Company by reason of his removal for cause, or (c) one\nyear after the Optionee ceases to be a Director by reason of his disability, and\n(d) twelve months after the date of the Optionee's death in the event that such\ndeath occurs prior to the time the Option otherwise would become null and void\npursuant to this sentence (the earliest of such dates, the \"EXPIRATION DATE\").\nAny part of the Options that have not been duly exercised by Optionee on or\nbefore the close of business on the Expiration Date shall expire and be of no\nfurther force or effect on such date, and Optionee shall thereafter have no\nfurther right hereunder with respect thereto.\n\n     4. EXERCISE PRICE. The exercise price of the Options shall be $4.00 per\nOption Share (the \"EXERCISE PRICE\"), subject to adjustment pursuant to Section 6\nhereof.\n\n                                      \n\n\n     5. METHOD OF EXERCISE OF OPTIONS. If Optionee desires to exercise the\nOptions in whole or in part, Optionee shall provide the Company a written Notice\nof Exercise in the form of Exhibit A attached hereto, accompanied by a bank or\ncashier's check payable to the order of the Company for the full Exercise Price\nof the Option Shares to be purchased upon such exercise. As soon as practicable\nafter the receipt of the Notice of Exercise accompanied by payment for the full\nExercise Price of the Option Shares to be purchased, the Company shall issue and\ndeliver (or cause its transfer agent to deliver) to Optionee a certificate or\ncertificates evidencing the Option Shares purchased. If the Options are\nexercised as to fewer than all the Option Shares covered thereby, the Options\nshall remain outstanding as to the remaining Option Shares until the earlier of\nthe exercise in full of the Options or the Expiration Date.\n\n     6. OPTIONS AND OPTION SHARES AS INVESTMENT. Optionee represents and\nwarrants to the Company that Optionee is acquiring the Options and the Option\nShares issuable upon the exercise thereof for its own account and not with a\nview to or for resale in connection with any distribution thereof. The Company\nwill use its best efforts to register the distribution of the Option Shares\nunder Federal securities laws promptly after the termination of any applicable\nunderwriters' lock-up period imposed in connection with the IPO.\n\n     7. ANTI-DILUTION PROVISIONS.\n\n        (a) ADJUSTMENT FOR RECAPITALIZATION. If the Company shall at any time\nsubdivide its outstanding shares of Common Stock by recapitalization,\nreclassification or split-up thereof, or if the Company shall declare a stock\ndividend or distribute shares of Common Stock to its stockholders, the number of\nOption Shares then subject to the Options immediately prior to such subdivision\nshall be proportionately increased and the Exercise Price shall be\nproportionately decreased; and if the Company shall at any time combine the\noutstanding shares of Common Stock by recapitalization, reclassification or\ncombination thereof, the number of Option Shares then subject to the Options\nimmediately prior to such combination shall be proportionately decreased and the\nexercise price shall be proportionately increased. Any such adjustments pursuant\nto this Section 6(a) shall be effective at the close of business on the\neffective date of such subdivision or combination or if any adjustment is the\nresult of a stock dividend or distribution then the effective date for such\nadjustment based thereon shall be the record date therefor.\n\n        (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case\nof any reorganization of the Company or in case the Company shall consolidate\nwith or merge into another corporation or convey all or substantially all of its\nassets to another corporation, then, and in each such case, Optionee upon the\nexercise of the Options at any time after the consummation of such\nreorganization, consolidation, merger or conveyance, shall be entitled to\nreceive, in lieu of the Option Shares issuable upon the exercise of the Options\nprior to such consummation, the securities or property to which the Optionee\nwould have been entitled upon such consummation if the Optionee had exercised\nthe Options immediately prior thereto; in each such case, the terms of the\nOptions shall be applicable to the securities or property receivable upon the\nexercise of the Options after such consummation.\n\n     8. PAYMENT OF TAXES AND EXPENSES. All shares of Common Stock issuable upon\nexercise of the Options shall be validly issued, fully paid and nonassessable,\nand the Company shall pay all expenses in connection with, and all taxes and\nother governmental charges that may be imposed in respect of the issuance or\ndelivery thereof (other than federal, state or local income tax\n                                      \n                                        2\n\n\nor other tax based upon gross or net income, owed by the Optionee on account of\nsuch issuance or delivery).\n\n     9. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a stockholder\nin respect to any Option Shares as to which the Option shall not have been\nexercised and full payment of the Exercise Price made as herein provided.\n\n     10. ISSUANCE OF SHARES. As a condition of the issuance of Option Shares,\nthe Company may require the Optionee to enter into such agreements or\nundertakings, if any, as counsel to the Company may deem necessary to assure\ncompliance with any law or regulation then in effect, including, but not limited\nto (i) a representation and warranty by the Optionee that he is acquiring the\nOption Shares to be issued for investment and not with a view to, or for resale\nin connection with, the distribution thereof, and (ii) a representation,\nwarranty and\/or agreement to be bound by any legends that are, in the opinion of\ncounsel to the Company, necessary to comply with the provisions of any\nsecurities law applicable to the issuance of the Option Shares.\n\n     11. NONTRANSFERABILITY. The Options shall not be transferable by the\nOptionee otherwise than by will or the laws of descent and distribution and\nduring the lifetime of the Optionee are exercisable only by the Optionee.\n\n     12. NOTICES. Any notice under this Agreement shall be in writing and shall\nbe given, in the case of the Company, to the Company's Secretary at its\nprincipal executive offices and, in the case of the Optionee, to the Optionee's\nlast permanent address as shown on the Company's records, subject to the right\nof either party to designate some other address at any time hereafter in a\nnotice satisfying the requirements of this Section.\n\n     13. LAW GOVERNING. This Agreement shall be governed in accordance with and\ngoverned by the laws of the State of Delaware.\n\n     14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement\nbetween the parties hereto with respect to the subject matter hereof and\nsupersedes all prior agreements and understandings, both oral and written,\nbetween the parties hereto with respect to such subject matter.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe day and year first above written.\n\n                                            SPORTSLINE USA, INC.\n\n\n                                            By:-------------------------------\n                                            Title:\n\n\n                                            By:-------------------------------\n                                            Michael P. Schulhof\n\n                                        3\n\n\n\n\n                                    EXHIBIT A\n         \n                               NOTICE OF EXERCISE\n\nTo:  SPORTSLINE USA, INC.\n\n     Pursuant to the terms of the Option Agreement dated as of June 14, 1996\n(the \"Option Agreement;\" terms used herein and not otherwise defined have the\nmeanings set forth in the Option Agreement), between SPORTSLINE USA, INC. and\nMICHAEL P. SCHULHOF (\"Optionee\"), Optionee hereby exercises the Options to the\nextent of___________Option Shares and encloses a bank or cashier's check in the\namount of $_________in full payment for the Exercise Price of such Option\nShares in accordance with the terms of the Option Agreement.\n\nDated:__________________,____\n\n                                           -------------------------------\n                                           Michael P. Schulhof\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8900],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9541],"class_list":["post-38698","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sportslinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__consulting"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38698","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38698"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38698"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38698"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38698"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}