{"id":39547,"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-salon-internet-inc-and-bruce-roberts.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-salon-internet-inc-and-bruce-roberts","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-salon-internet-inc-and-bruce-roberts.html","title":{"rendered":"Employment Agreement &#8211; Salon Internet Inc. and Bruce Roberts"},"content":{"rendered":"<pre>\n                                 April 2, 1999\n\nBruce Roberts\n1191 Camino Vallecito\nLafayette, CA 94549\n\n         RE:  EMPLOYMENT AGREEMENT\n\nDear Bruce:\n\n         Pursuant to our recent discussions, this letter sets forth the terms of\nyour employment with Salon Internet, Inc. (the 'Company') as well as our\nunderstanding with respect to any termination of that employment relationship.\n\n         1.   Position and Duties. You will be employed by the Company as its\n              -------------------\nSenior Vice President of Sales, reporting to me. You accept employment with the\nCompany on the terms and conditions set forth in this Agreement, and you agree\nto devote your full business time, energy and skill to your duties at the\nCompany. Your duties will include, but not be limited to, those duties normally\nperformed by a Senior Vice President of Sales, as well as any other reasonable\nduties that may be assigned to you from time to time.\n\n         2.   Term of Employment. Your employment with the Company will start on\n              ------------------\nApril 12, 1999, will be for no specified term, and may be terminated by you or\nthe Company at any time, with or without cause, subject to the provisions of\nParagraphs 4, 5, and 6 below.\n\n         3.   Compensation. You will be compensated by the Company for your\n              ------------\nservices as follows:\n\n              (a)   Salary: You will be paid a monthly salary of $14,583.33,\n                    ------\nless applicable withholding, in accordance with the Company's normal payroll\nprocedures. Your salary will be reviewed by [me\/the Company's Board of Directors\n(the 'Board')] from time to time (but no more frequently than annually), and may\nbe subject to adjustment based upon various factors including, but not limited\nto, your performance and the Company's profitability. Any adjustment to your\nsalary shall be in the sole discretion of [me\/the Board].\n\n              (b)   MBO Bonus: You will be eligible to receive annual bonuses\n                    ---------\nof up to $50,000 based upon the Company's and your achievement of various\nfinancial and\/or other goals established by you and me. The objectives that\ngovern your bonus eligibility for the first year of your employment will be\ncommunicated to you in writing by me within 30 days following the start of your\nemployment. At the end of your first year of employment, you will receive a\nbonus of at least $25,000; you will not have any guaranteed bonus component in\nsubsequent years. To the extent earned (which requires that you be employed by\nthe Company on the applicable anniversary of your start date), bonuses will be\npaid on the later of 30 days after (i) the applicable anniversary date, or (ii)\nthe date on which the financial or other data\n\n \nBruce Roberts \nApril 2, 1999 \nPage 2         \n\nnecessary to determine your entitlement to the bonus becomes available. All MBO\nbonuses will be subject to applicable withholding.\n\n              (c)   Benefits: You will have the right, on the same basis as\n                    --------\nother employees of the Company, to participate in and to receive benefits under\nany Company medical, disability or other group insurance plans, as well as under\nthe Company's business expense reimbursement and other policies. You will accrue\npaid vacation in accordance with the Company's vacation policy at the rate of 15\ndays per year.\n\n              (d)   Stock Options: Subject to the Board's approval, you will\n                    -------------\nbe granted the following options to purchase the Company's common stock under\nthe Company's existing stock option plan at an exercise price equal to the fair\nmarket value of that stock on the option grant date.\n\n                    (i)   Initial Option:  As soon as practical following your\n                          --------------\nstart date, you will be granted an option to purchase 175,000 shares of the\nCompany's common stock. Provided you remain employed by the Company, this option\nwill vest over a four year period in accordance with the Company's stock option\nplan.\n\n                    (ii)  Additional Option:  If you complete two years'\n                          -----------------\nemployment with the Company and meet your MBO goals for the second year, which\nwill be established by you and me, you will be granted an additional option to\npurchase the number of shares of Company common stock that is then equal to 10%\nof the number of shares subject to the Initial Option described above.\n\nEach of the foregoing options shall be governed by and subject to the terms and\nconditions of the Company's existing stock option plan and standard form of\nstock option agreement, which you will be required to sign in connection with\nthe issuance of each stock option. If you are terminated by the Company without\ncause, you will receive one year's accelerated vesting of any unvested portion\nof the stock option(s) previously granted to you under this Paragraph 3(d).\nNotwithstanding the previous sentence, if within two years following any Change\nof Control (as defined below), (A) your employment is terminated by the Company\nwithout cause, or (B) you resign from your employment for Good Reason (as\ndefined below), any unvested portion of the stock option(s) previously granted\nto you under this Paragraph 3(d) shall immediately become fully vested.\n\n         4.  Voluntary Termination. In the event that you voluntarily resign\n             ---------------------  \nfrom your employment with the Company, or in the event that your employment\nterminates as a result of your death or disability (meaning that you are unable\nto perform your duties for any 90 days in any one year period as a result of a\nphysical and\/or mental impairment), you will be entitled to\n\n \nBruce Roberts \nApril 2, 1999 \nPage 3         \n\nno compensation or benefits from the Company other than those earned under\nParagraph 3 through the date of your termination. You agree that if you\nvoluntarily terminate your employment with the Company for any reason, you will\nprovide the Company with sixty days' written notice of your resignation. The\nCompany may, in its sole discretion, elect to waive all or any part of such\nnotice period and accept your resignation at an earlier date.\n\n         5.   Other Termination. Your employment may be terminated by the\n              -----------------\nCompany under the circumstances set forth below.\n\n              (a)   Termination for Cause: If your employment is terminated by\n                    ---------------------\nthe Company for cause as defined below, you shall be entitled to no compensation\nor benefits from the Company other than those earned under Paragraph 3 through\nthe date of your termination for cause.\n\n         For purposes of this Agreement, a termination 'for cause' occurs if you\nare terminated for any of the following reasons: (i) theft, dishonesty,\nmisconduct or falsification of any employment or Company records; (ii) improper\ndisclosure of the Company's confidential or proprietary information; (iii) your\nfailure or inability to perform any assigned duties after written notice from\nthe Company to you of, and a reasonable opportunity to cure, such failure or\ninability; or (iv) your conviction (including any plea of guilty or no contest)\nfor any criminal act that impairs your ability to perform your duties under this\nAgreement.\n\n              (b)   Termination Without Cause Within One Year: If your\n                    -----------------------------------------\nemployment is terminated by the Company without cause (and not as a result of\nyour death or disability) before your first anniversary, you will receive\nseverance payments at your final base salary rate, less applicable withholding,\nuntil the earlier of (i) twelve months after the date of your termination\nwithout cause, or (ii) the date on which you first commence other employment.\nSeverance payments will be made in accordance with the Company's normal payroll\nprocedures. You will also receive one year's accelerated vesting of any unvested\nportion of the stock option(s) previously granted to you under Paragraph 3(d) as\ndescribed in that paragraph.\n\n              (c)   Termination Without Cause After One Year: If your\n                    ----------------------------------------\nemployment is terminated by the Company without cause (and not as a result of\nyour death or disability) on or after your first anniversary, you will receive\nseverance payments at your final base salary rate, less applicable withholding,\nuntil the earlier of (i) six months after the date of your termination without\ncause, or (ii) the date on which you first commence other employment. Severance\npayments will be made in accordance with the Company's normal payroll\nprocedures. You will also receive one year's accelerated vesting of any unvested\nportion of the stock option(s) previously granted to you under Paragraph 3(d) as\ndescribed in that paragraph.\n\n \nBruce Roberts \nApril 2, 1999 \nPage 4         \n\n         6.       Change of Control\/Good Reason\n                  -----------------------------\n\n                  (a)   Termination Without Cause Following Change in Control: \n                        ----------------------------------------------------- \nIf your employment is terminated by the Company without cause or you resign from\nyour employment for Good Reason (as defined below) and such termination without\ncause\/resignation for Good Reasons occurs within two years following any Change\nin Control (as defined below), you shall be entitled to the severance payments\ndescribed in Paragraph 5(c). In addition, any unvested portion of the stock\noption(s) previously granted to you under Paragraph 3(d) shall become fully\nvested as described in that paragraph. If your employment is terminated by the\nCompany without cause either prior to, or more than two years after, any Change\nin Control, you shall receive only the compensation and benefits described in\nsubparagraph 5(b) or (c), depending on the timing of your termination without\ncause. If you resign from your employment with the Company for Good Reason at\nany time prior to, or more than one year after, any Change in Control, you will\nnot be entitled to any severance payments or severance benefits, including\naccelerated stock option vesting.\n\n         For purposes of this Agreement, a 'Change in Control' of the Company\nwill be deemed to have occurred if:\n\n                        (i)     any 'person' (as such term is used in Sections\n13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the\n'Exchange Act')), other than a trustee or other fiduciary holding securities of\nthe Company under an employee benefit plan of the Company, becomes the\n'beneficial owner' (as defined in Rule 13d-3 promulgated under the Exchange\nAct), directly or indirectly, of securities of the Company representing 50% or\nmore of (A) the outstanding shares of common stock of the Company or (B) the\ncombined voting power of the Company's then-outstanding securities entitled to\nvote generally in the election of directors; or\n\n                        (ii)    the Company (A) is party to a merger,\nconsolidation or exchange of securities which results in the holders of voting\nsecurities of the Company outstanding immediately prior thereto failing to\ncontinue to hold at least 50% of the combined voting power of the voting\nsecurities of the Company, the surviving entity or a parent of the surviving\nentity outstanding immediately after such merger, consolidation or exchange, or\n(B) sells or disposes of all or substantially all of the Company's assets (or\nany transaction having similar effect is consummated), or (C) the individuals\nconstituting the Board immediately prior to such merger, consolidation,\nexchange, sale or disposition shall cease to constitute at least 50% of the\nBoard, unless the election of each director who was not a director prior to such\nmerger, consolidation, exchange, sale or disposition was approved by a vote of\nat least two-thirds of the directors then in office who were directors prior to\nsuch merger, consolidation, exchange, sale or disposition.\n\n \nBruce Roberts \nApril 2, 1999 \nPage 5         \n\n         For purposes of this Agreement, 'Good Reason' means any of the\nfollowing conditions, which condition(s) remain(s) in effect 10 days after\nwritten notice to the Board from you of such condition(s):\n\n               (i)    any decrease in your base salary and\/or a material\ndecrease in any of your then-existing bonus plans or employee benefits;\n\n               (ii)   a material, adverse change in your title, authority,\nresponsibilities or duties, as measured against your title, authority,\nresponsibilities or duties immediately prior to such change; or\n\n               (iii)  the relocation of your work place for the Company to a\nlocation that is more than 75 miles from San Francisco.\n\n         7.   Confidential and Proprietary Information. As a condition of your\n              ----------------------------------------\nemployment, you agree to sign the Company's standard form of employee\nconfidentiality and assignment of inventions agreement.\n\n         8.   Dispute Resolution. In the event of any dispute or claim relating\n              ------------------\nto or arising out of your employment relationship with the Company, this\nAgreement, or the termination of your employment with the Company for any reason\n(including, but not limited to, any claims of breach of contract, wrongful\ntermination or age, disability or other discrimination), you and the Company\nagree that all such disputes shall be fully, finally and exclusively resolved by\nbinding arbitration conducted by the American Arbitration Association in San\nFrancisco County, California. The Company will pay the costs of the arbitration,\nand each party will bear its own attorneys' fees and expert and other witness\nfees incurred in the arbitration. You and the Company hereby knowingly and\nwillingly waive your respective rights to have any such disputes or claims tried\nto a judge or jury. Provided, however, that this arbitration provision shall not\napply to any claims for injunctive relief by you or the Company.\n\n         9.   Assignment. In view of the personal nature of the services to be\n              ----------\nperformed under this Agreement by you, you cannot assign or transfer any of your\nobligations under this Agreement.\n\n         10.  Entire Agreement. This Agreement and the agreements referred to\n              ----------------\nabove constitute the entire agreement between you and the Company regarding the\nterms and conditions of your employment, and they supersede all prior\nnegotiations, representations or agreements between you and the Company\nregarding your employment, whether written or oral.\n\n \nBruce Roberts \nApril 2, 1999 \nPage 6\n\n\n         11.   Modification. This Agreement may only be modified or amended by a\n               ------------\nsupplemental written agreement signed by you and an authorized representative of\nthe Company.\n\n         12.   Interpretation. This Agreement will be governed by and\n               --------------\ninterpreted in accordance with the laws of the State of California.\n\n         This offer of employment will expire at 5:00 p.m. on April 5, 1999, if\nyou do not accept it prior to that time.\n\n         Bruce, we look forward to working with you at Salon. Please sign and\ndate this letter on the spaces provided below to acknowledge your acceptance of\nthe terms of this Agreement.\n\n                                                     Sincerely,\n\n                                                     Salon Internet, Inc.\n\n\n                                                     By: \/s\/ Michael O'Donnell  \n                                                         -----------------------\n                                                             Michael O'Donnell\n\n\n\n\n         I agree to and accept employment with Salon Internet, Inc. on the terms\nand conditions set forth in this Agreement.\n\n\n         Date:  April 2, 1999                        \/s\/ Bruce Roberts       \n                                                     ---------------------------\n                                                     Bruce Roberts\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8749],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9544],"class_list":["post-39547","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-salon-media-group-inc","corporate_contracts_industries-media__other","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\/39547","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=39547"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39547"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39547"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39547"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}