{"id":39250,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-hotjobs-com-ltd-and-lowell-w-robinson.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-hotjobs-com-ltd-and-lowell-w-robinson","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-hotjobs-com-ltd-and-lowell-w-robinson.html","title":{"rendered":"Employment Agreement &#8211; HotJobs.com Ltd. and Lowell W. Robinson"},"content":{"rendered":"<pre>\n                        AMENDMENT TO EMPLOYMENT AGREEMENT\n                             WITH LOWELL W. ROBINSON\n\n                  The Employment Agreement between HOTJOBS.COM, LTD., a Delaware\ncorporation (the \"Corporation\"), and LOWELL W. ROBINSON (the \"Executive\"), dated\nas of the 8th day of May, 2000 (the \"Agreement\"), is hereby amended, as of June\n27, 2001, as set forth below.\n\n            1. Effective as of the date hereof, Section 2.1 of the Agreement is\nhereby amended by adding the following words at the end thereof:\n\n            \"The term Basic Compensation as utilized in this Agreement shall\nrefer to Basic Compensation as it may be increased from time to time.\"\n\n            2. Effective as of the date hereof, Section 3.3(e) of the Agreement\nis hereby deleted in its entirety and replaced with the following words:\n\n            (e) GROSS-UP PAYMENTS.\n\n            (i) Anything in this Agreement to the contrary notwithstanding, in\nthe event it shall be determined that any payment or distribution by the\nCorporation or its affiliated companies, or their respective successors, to or\nfor the benefit of the Executive (whether paid or payable or distributed or\ndistributable pursuant to the terms of this Agreement or otherwise, but\ndetermined without regard to any additional payments required under this Section\n3.3(e)) (the \"Payment\") would be subject to the excise tax imposed by Section\n4999 of the Code or any interest or penalties are incurred by the Executive with\nrespect to such excise tax (such excise tax, together with any such interest and\npenalties, are hereinafter collectively referred to as the \"Excise Tax\"), then\nthe Executive shall be entitled to receive an additional payment (the \"Gross-Up\nPayment\") in an amount such that after payment by the Executive of all taxes\n(including any interest or penalties imposed with respect to such taxes),\nincluding, without limitation, any income taxes (and any interest and penalties\nimposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment,\nthe Executive retains an amount of the Gross-Up Payment equal to the Excise Tax\nimposed upon the Payments.\n\n            (ii) Subject to the provisions of Section 3.3(e)(iii), all\ndeterminations required to be made under this Section 3.3(e), including whether\nand when a Gross-Up Payment is required and the amount of such Gross-Up Payment\nand the assumptions to be utilized in arriving at such determination, shall be\nmade by PricewaterhouseCoopers LLP or such other certified public accounting\nfirm as may be designated by the Executive (the \"Accounting Firm\") that shall\nprovide detailed supporting calculations both to the Corporation and the\nExecutive within 15 business days of the receipt of notice from the Executive\nthat there has been a Payment, or such earlier time as is requested by the\nCorporation. In the event that the Accounting Firm is serving as accountant or\nauditor for the individual, entity or group effecting the Change in Control, the\nExecutive shall appoint another nationally recognized accounting firm to make\nthe determinations required hereunder (which accounting firm shall then be\nreferred to as the\n\n\n\nAccounting Firm hereunder). All fees and expenses of the Accounting Firm shall\nbe borne solely by the Corporation. Any Gross-Up Payment, as determined pursuant\nto this Section 3.3(e), shall be paid by the Corporation to the Executive within\nfive days of the receipt of the Accounting Firm's determination. Any\ndetermination by the Accounting Firm shall be binding upon the Corporation and\nthe Executive. As a result of the uncertainty in the application of Section 4999\nof the Code at the time of the initial determination by the Accounting Firm\nhereunder, it is possible that Gross-Up Payments that will not have been made by\nthe Corporation should have been made (the \"Underpayment\"), consistent with the\ncalculations required to be made hereunder. In the event the Corporation\nexhausts its remedies pursuant to Section 3.3(e)(iii) and the Executive\nthereafter is required to make a payment of any Excise Tax, the Accounting Firm\nshall determine the amount of the Underpayment that has occurred and any such\nUnderpayment shall be promptly paid by the Corporation to or for the benefit of\nthe Executive.\n\n            (iii) The Executive shall notify the Corporation in writing of any\nclaim by the Internal Revenue Service that, if successful, would require the\npayment by the Corporation of the Gross-Up Payment. Such notification shall be\ngiven as soon as practicable but no later than 10 business days after the\nExecutive is informed in writing of such claim and shall apprise the Corporation\nof the nature of such claim and the date on which such claim is requested to be\npaid. The Executive shall not pay such claim prior to the expiration of the\n30-day period following the date on which the Executive gives such notice to the\nCorporation (or such shorter period ending on the date that any payment of taxes\nwith respect to such claim is due). If the Corporation notifies the Executive in\nwriting prior to the expiration of such period that the Corporation desires to\ncontest such claim, the Executive shall:\n\n            (A) give the Corporation any information reasonably requested by the\n      Corporation relating to such claim,\n\n            (B) take such action in connection with contesting such claim as the\n      Corporation shall reasonably request in writing from time to time,\n      including, without limitation, accepting legal representation with respect\n      to such claim by an attorney reasonably selected by the Corporation,\n\n            (C) cooperate with the Corporation in good faith in order\n      effectively to contest such claim, and\n\n            (D) permit the Corporation to participate in any proceedings\n      relating to such claim;\n\nprovided, however, that the Corporation shall bear and pay directly all costs\nand expenses (including additional interest and penalties) incurred in\nconnection with such contest and shall indemnify and hold the Executive\nharmless, on an after-tax basis, for any Excise Tax or income tax (including\ninterest and penalties with respect thereto) imposed as a result of such\nrepresentation and payment of costs and expenses. Without limitation on the\nforegoing provisions of this Section 3.3(e)(iii), the Corporation shall control\nall proceedings taken in connection with such contest and, at its sole option,\nmay pursue or forgo any and all administrative appeals, proceedings, hearings\nand conferences with the applicable taxing\n\n\n\nauthority in respect of such claim and may, at its sole option, either direct\nthe Executive to pay the tax claimed and sue for a refund or contest the claim\nin any permissible manner, and the Executive agrees to prosecute such contest to\na determination before any administrative tribunal, in a court of initial\njurisdiction and in one or more appellate courts, as the Corporation shall\ndetermine; provided, however, that if the Corporation directs the Executive to\npay such claim and sue for a refund, the Corporation shall advance the amount of\nsuch payment to the Executive, on an interest-free basis and shall indemnify and\nhold the Executive harmless, on an after-tax basis, from any Excise Tax or\nincome tax (including interest or penalties with respect thereto) imposed with\nrespect to such advance or with respect to any imputed income with respect to\nsuch advance; and provided, further, that any extension of the statute of\nlimitations relating to payment of taxes for the taxable year of the Executive\nwith respect to which such contested amount is claimed to be due is limited\nsolely to such contested amount. Furthermore, the Corporation's control of the\ncontest shall be limited to issues with respect to which the Gross-Up Payment\nwould be payable hereunder and the Executive shall be entitled to settle or\ncontest, as the case may be, any other issue raised by the Internal Revenue\nService or any other taxing authority.\n\n            (iv) If, after the receipt by the Executive of an amount advanced by\nthe Corporation pursuant to Section 3.3(e)(iii), the Executive becomes entitled\nto receive any refund with respect to such claim, the Executive shall (subject\nto the Corporation's complying with the requirements of Section 3.3(e)) promptly\npay to the Corporation the amount of such refund (together with any interest\npaid or credited thereon after taxes applicable thereto). If, after the receipt\nby the Executive of an amount advanced by the Corporation pursuant to Section\n3.3(e)(iii), a determination is made that the Executive shall not be entitled to\nany refund with respect to such claim and the Corporation does not notify the\nExecutive in writing of its intent to contest such denial of refund prior to the\nexpiration of 30 days after such determination, then such advance shall be\nforgiven and shall not be required to be repaid and the amount of such advance\nshall offset, to the extent thereof, the amount of Gross-Up Payment required to\nbe paid.\n\n            (v) The provisions of this Section 3.3(e) shall inure the benefit of\nthe Executive during the Employment Term regardless of whether or not the\nExecutive's employment is terminated, and if the Executive's employment is\nterminated, the rights and obligations of the Executive and the Corporation\nunder this Section 3.3(e) shall survive the termination of this Agreement.\n\n\n\n            IN WITNESS WHEREOF, the Executive has hereunto set the Executive's\nhand and, pursuant to the authorization from its Board of Directors, the\nCorporation has caused these presents to be executed in its name on its behalf,\nall as of the day and year first above written.\n\n\n                                                   \/s\/ Lowell W. Robinson\n                                                   --------------------------\n                                                   LOWELL W. ROBINSON\n\n                                                   HOTJOBS.COM, LTD.\n\n                                                   By:  \/s\/ John Murray\n                                                      -----------------------\n                                                   Name: John Murray\n                                                   Title: Director\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7798],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39250","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-hotjobscom-ltd","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39250","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=39250"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39250"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39250"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39250"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}