{"id":39565,"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-sina-com-inc-and-daniel-mao.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-sina-com-inc-and-daniel-mao","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-sina-com-inc-and-daniel-mao.html","title":{"rendered":"Employment Agreement &#8211; Sina.com Inc. and Daniel Mao"},"content":{"rendered":"<pre>                                November 27, 2000\n\n\n\nDaniel Mao\n1313 Geneva Dr\nSunnyvale, CA 94089\n\nDear Daniel:\n\n        The Board of Directors (the \"Board\") of Sina.com, Inc. (the\n\"Corporation\") has determined that it is in the best interests of the\nCorporation and its stockholders to assure that the Corporation will continue to\nhave your dedication and services notwithstanding the possibility, threat or\noccurrence of a Change in Control (as defined herein). The Board believes it is\nimperative to diminish the distraction that you would face by virtue of the\npersonal uncertainties created by a pending or threatened Change in Control and\nto encourage your full attention and dedication to the Corporation currently and\nin the event of any threatened or pending Change in Control. Further, the Board\ndesires to provide you with compensation and benefits arrangements upon a Change\nin Control which ensure that your compensation and benefits expectations will be\nsatisfied and which are competitive with those of other corporations. Therefore,\nin order to accomplish these objectives, the Board has caused the Corporation to\nenter into this Agreement (the \"Agreement\").\n\n        1. At-Will Employment. Your employment with the Corporation is and shall\ncontinue to be at-will as defined under applicable law, meaning that either you\nor the Corporation may terminate your employment relationship at any time for\nany or no reason. If your employment terminates for any reason following a\nChange in Control, you shall not be entitled to any payments, benefits, damages,\naward or compensation other than as set forth in this Agreement and pursuant to\nthe Corporation's policies in place at the time of the termination.\n\n        2. Effective Date; Term of the Agreement. This Agreement shall become\neffective upon the execution hereof by both you and the Corporation (the\n\"Effective Date\") and shall continue for up to twenty-four (24) months following\nthe date on which a Change in Control occurs (the \"Change in Control Date\"). No\nbenefits shall be payable hereunder unless there has been a Change in Control.\n\n        3. Certain Definitions.\n\n\n   2\n\n           a. Change in Control. A Change in Control shall be deemed to occur\nupon the earliest to occur after the date of this Agreement of any of the\nfollowing events:\n\n               i. Acquisition of Stock by Third Party. Any Person (as defined in\nSection 2(d) below) becomes the Beneficial Owner (as defined in Section 2(e)\nbelow), directly or indirectly, of securities of the Corporation representing\nfifty percent (50%) or more of the combined voting power of the Corporation's\nthen-outstanding securities;\n\n               ii. Change in Board of Directors. During any period of two (2)\nconsecutive years after the Effective Date of this Agreement, individuals who at\nthe beginning of such period constitute the Board, and any new director (other\nthan a director designated by a person who has entered into an agreement with\nthe Corporation to effect a transaction described in (i), (iii), or (iv) of this\ndefinition) whose election by the Board or nomination for election by the\nCorporation's stockholders was approved by a vote of at least two-thirds of the\ndirectors then still in office who either were directors at the beginning of the\nperiod or whose election or nomination for election was previously so approved,\ncease for any reason to constitute at least a majority of the members of the\nBoard;\n\n               iii. Corporate Transactions. The effective date of a merger or\nconsolidation of the Corporation with any other entity, other than a merger or\nconsolidation which would result in the voting securities of the Corporation\noutstanding immediately prior to such merger or consolidation continuing to\nrepresent (either by remaining outstanding or by being converted into voting\nsecurities of the surviving entity) more than 50% of the combined voting power\nof the voting securities of the surviving entity outstanding immediately after\nsuch merger or consolidation and with the power to elect at least a majority of\nthe board of directors or other governing body of such surviving entity;\n\n               iv. Liquidation. The approval by the stockholders of the\nCorporation of a complete liquidation of the Corporation or an agreement for the\nsale or disposition by the Corporation of all or substantially all of the\nCorporation's assets; or\n\n               v. Other Events. There occurs any other event of a nature that\nwould be required to be reported in response to Item 6(e) of Schedule 14A of\nRegulation 14A (or a response to any similar item on any similar schedule or\nform) promulgated under the Exchange Act (as defined below), whether or not the\nCorporation is then subject to such reporting requirement.\n\n           b. Approval Date. The Approval Date shall mean the date, if any, on\nwhich the stockholders of the Corporation approve a transaction the consummation\nof which would result in the occurrence of a Change in Control; provided,\nhowever, there shall not be deemed to be any Approval Date in the event that the\ntransaction so approved by the stockholders does not\n\n\n   3\n\noccur. In the event that a Change in Control occurs as to which the stockholders\nhave not approved the transaction which effects the Change in Control, the\nApproval Date shall be deemed to be the Change In Control Date.\n\n           c. Exchange Act. The Exchange Act shall mean the Securities Exchange\nAct of 1934, as amended.\n\n           d. Person. Person shall have the meaning as set forth in Sections\n13(d) and 14(d) of the Exchange Act; provided, however, that Person shall\nexclude (i) the Corporation, (ii) any trustee or other fiduciary holding\nsecurities under an employee benefit plan of the Corporation and (iii) any\ncorporation owned, directly of indirectly, by the stockholders of the\nCorporation in substantially the same proportion as their ownership of stock of\nthe Corporation.\n\n           e. Beneficial Owner. Beneficial Owner shall have the meaning given to\nsuch term in Rule 13d-3 under the Exchange Act; provided, however, that\nBeneficial Owner shall exclude any Person otherwise becoming a Beneficial Owner\nby reason of the stockholders of the Corporation approving a merger of the\nCorporation with another entity.\n\n        4. Benefits Upon a Change in Control Regardless of Termination. In the\nevent of a Change in Control, and regardless of whether or not you suffer a\ntermination of employment after the Approval Date, and provided such Change in\nControl is not effected by a merger or asset sale in which the successor\ncorporation will assume outstanding awards or substitute alternative awards, the\nvesting and exercisability of each outstanding option and stock purchase right\n(collectively, the \"Award\") shall accelerate such that the Award shall become\nfully vested and exercisable, and any repurchase right of the Corporation with\nrespect to shares issued upon exercise of the Award shall lapse as to all of the\nshares subject to such repurchase right immediately prior to consummation of the\ntransaction.\n\n        5. Benefits Upon a Termination Following a Change in Control. You shall\nbe entitled to the benefits provided in Section 6(b) upon a termination of your\nemployment (which termination occurs after the Approval Date but during the term\nof this Agreement), other than a termination by the Corporation due to your\ndeath or Disability (as defined in Section 5(a) below), by the Corporation for\nCause (as defined in Section 5(b) below), or by you other than for Good Reason\n(as defined in Section 5(c) below).\n\n           a. Definition of Disability. If, as a result of your incapacity due\nto physical or mental illness, you shall have been absent from the full-time\nperformance of your duties with the Corporation for six (6) consecutive months,\nand within thirty (30) days after written notice of termination is given you\nshall not have returned to the full-time performance of your duties, your\nemployment may be terminated for \"Disability\".\n\n\n   4\n\n           b. Definition of Cause. Termination by the Corporation of your\nemployment for \"Cause\" shall mean termination (i) upon your willful and\ncontinued failure to perform substantially your duties with the Corporation\n(other than any such failure resulting from your incapacity due to physical or\nmental illness or any such actual or anticipated failure after your issuance of\na Notice of Termination for Good Reason) after a written demand for substantial\nperformance is delivered to you by the Board which demand specifically\nidentifies the manner in which the Board believes that you have not\nsubstantially performed your duties, (ii) upon your willful and continued\nfailure to follow and comply substantially with the specific and lawful\ndirectives of the Board, as reasonably determined by the Board (other than any\nsuch failure resulting from your incapacity due to physical or mental illness or\nany such actual or anticipated failure after your issuance of a Notice of\nTermination for Good Reason) after a written demand for substantial performance\nis delivered to you by the Board, which demand specifically identifies the\nmanner in which the Board believes that you have not substantially followed or\ncomplied with the directives of the Board, (iii) upon your willful commission of\nan act of fraud or dishonesty resulting in material economic or financial injury\nto the Corporation, or (iv) upon your willful engagement in illegal conduct\nwhich is materially and demonstrably injurious to the Corporation. For the\npurposes of this definition, no act, or failure to act, on your part shall be\ndeemed \"willful\" unless done, or omitted to be done, by you not in good faith.\nNotwithstanding the foregoing, you shall not be deemed terminated for Cause\nunless and until there shall have been delivered to you a copy of a resolution\nduly adopted by the affirmative vote of not less than three-quarters of the\nentire membership of the Board at a meeting of the Board (after reasonable\nnotice to you, an opportunity for you, together with your counsel, to be heard\nbefore the Board and a reasonable opportunity to cure), finding that in the\nBoard's good faith opinion you were guilty of conduct which constitutes Cause\nand specifying the particulars thereof in reasonable detail. In the event of a\nChange in Control by reason of a Corporate Transaction pursuant to which the\nCorporation is not the surviving entity, then on and after the Change in Control\nDate all determinations and actions required to be taken by the Board under this\ndefinition shall be made or taken by the board of directors of the surviving\nentity, or if the surviving entity is a subsidiary, then by the board of\ndirectors of the ultimate parent corporation of the surviving entity.\n\n           c. Good Reason. You shall be entitled to terminate your employment\nfor Good Reason. For the purposes of this Agreement, \"Good Reason\" shall mean,\nwithout your express written consent, the occurrence after the Approval Date\n(but during the term of this Agreement, as set forth in Section 2 above) of any\nof the following circumstances unless, in the case of (i), (vi), (vii), or\n(viii) below, such circumstances are fully corrected (provided such\ncircumstances are capable of correction) prior to the Date of Termination\nspecified in your Notice of Termination given in respect thereof:\n\n\n   5\n\n               i. the assignment to you of any duties inconsistent with the\nposition in the Corporation that you held immediately prior to the Approval\nDate, a significant adverse alteration in the nature or status of your\nresponsibilities or the conditions of your employment from those in effect\nimmediately prior to the Approval Date, or any other action by the Corporation\nthat results in a material diminution in your position, authority, title, duties\nor responsibility;\n\n               ii. the Corporation's reduction of your annual base salary or\ntargeted annual cash incentive bonus as in effect on the Approval Date or as the\nsame may be increased from time to time;\n\n               iii. the relocation of the Corporation's offices at which you are\nprincipally employed immediately prior to the Approval Date (your \"Principal\nLocation\") to a location more than fifteen (15) miles from such location or the\nCorporation's requiring you, without your written consent, to be based anywhere\nother than your Principal Location, except for required travel on the\nCorporation's business to an extent substantially consistent with your present\nbusiness travel obligations;\n\n               iv. the Corporation's failure to pay to you any portion of your\ncurrent compensation or to pay to you any portion of an installment of deferred\ncompensation under any deferred compensation program of the Corporation within\nseven (7) days of the date such compensation is due;\n\n               v. the Corporation's failure to continue in effect any material\ncompensation or benefit plan or practice in which you are eligible to\nparticipate in on the Approval Date (other than any equity based plan), unless\nan equitable arrangement (embodied in an ongoing substitute or alternative plan)\nhas been made with respect to such plan, or the Corporation's failure to\ncontinue your participation therein (or in such substitute or alternative plan)\non a basis not materially less favorable, both in terms of the amount of\nbenefits provided and the level of your participation relative to other\nparticipants, as existed at the time of the Approval Date;\n\n               vi. the Corporation's failure to continue to provide you with\nbenefits substantially similar in the aggregate to those enjoyed by you under\nany of the Corporation's life insurance, medical, health and accident,\ndisability, pension, retirement, or other benefit plans or practices in which\nyou and your eligible family members were eligible to participate in on the\nApproval Date (other than any equity based plans), the taking of any action by\nthe Corporation which would directly or indirectly materially reduce any of such\nbenefits, or the failure by the Corporation to provide you with the number of\npaid vacations days as to which you are entitled\n\n\n   6\n\non the basis of years of service with the Corporation in accordance with the\nCorporation's normal vacation policy in effect on the Approval Date;\n\n               vii. the Corporation's failure to obtain a satisfactory agreement\nfrom any successor to assume and agree to perform this Agreement pursuant to\nSection 8(a) of this Agreement; or\n\n               viii. any purported termination of your employment by the\nCorporation that is not effected pursuant to a valid Notice of Termination (as\ndefined above) and, if applicable, the requirements of the definition of Cause\nhereof, which purported termination by the Corporation shall not be effective\nfor purposes of this Agreement.\n\nYour right to terminate your employment for Good Reason shall not be affected by\nyour incapacity due to physical or mental illness. Your continued employment\nshall not constitute consent to, or a waiver of rights with respect to, any\ncircumstance constituting Good Reason hereunder.\n\n           d. Notice of Termination. Any purported termination of your\nemployment by the Corporation or by you (other than termination due to death\nwhich shall terminate your employment automatically) shall be communicated by\nwritten Notice of Termination to the other party hereto in accordance with\nSection 9. \"Notice of Termination\" shall mean a notice that shall indicate the\nspecific termination provision in this Agreement relied upon and shall set forth\nin reasonable detail the facts and circumstances claimed to provide a basis for\ntermination of your employment under the provision indicated.\n\n           e. Date of Termination. Date of Termination shall mean:\n\n               i. if your employment if terminated due to your death, the date\nof your death;\n\n               ii. if your employment is terminated for Disability, thirty (30)\ndays after Notice of Termination is given (provided that you shall not have\nreturned to the full-time performance of your duties during such thirty (30) day\nperiod), and\n\n               iii. if your employment is terminated for any other reason, the\ndate specified in the Notice of Termination (which, in the case of a termination\nfor Cause shall not be less than thirty (30) days from the date such Notice of\nTermination is given, and in the case of a termination for Good Reason shall not\nbe less than fifteen (15) nor more than sixty (60) days from the date such\nNotice of Termination is given).\n\n\n   7\n\n               Notwithstanding anything to the contrary contained in this\ndefinition, if within fifteen (15) days after any Notice of Termination is\ngiven, the party receiving such Notice of Termination notifies the other party\nthat a dispute exists concerning the termination, then the Date of Termination\nshall be the date on which the dispute is finally determined, either by mutual\nwritten agreement of the parties or otherwise; provided, however, that the Date\nof Termination shall be extended by a notice of dispute only if such notice is\ngiven in good faith and the party giving such notice pursues the resolution of\nsuch dispute with reasonable diligence.\n\n        6. Compensation Upon Termination. Payment of any severance benefit is\nconditioned upon your executing the Corporation's standard form of release of\nclaims and your continuing observance of your obligations under this Agreement\nand the Confidentiality Agreement described in Section 7 below. In all cases,\nupon termination of employment you will receive payment for all salary and\nunused vacation accrued as of the Date of Termination and your benefits will be\ncontinued under the Corporation's then-existing benefit plans and policies in\naccordance with such plans and policies in effect on the Date of Termination and\nin accordance with applicable law. In addition to such standard benefits, the\nbenefits to which you are entitled upon termination of your employment, subject\nto Section 5 and the other terms and conditions of this Agreement, are:\n\n           a. Termination for Cause or Voluntary Termination Other than for Good\nReason. If your employment is terminated by the Corporation for Cause or if you\nvoluntarily terminate your employment other than for Good Reason, you will not\nbe entitled to any severance benefits.\n\n           b. Termination Without Cause or Resignation for Good Reason. If,\nafter the Approval Date of the Change in Control, but during the Term of the\nAgreement, your employment is terminated by the Corporation without Cause and\nother than as a result of death or Disability, or by you for Good Reason, you\nshall be entitled to the following benefits:\n\n               i. Annual Bonus. You will receive a pro-rata amount of the full\nvalue of any targeted annual bonus established for you for the fiscal or\ncalendar year, as applicable, in which such termination occurs, based on the\nnumber of months which you served during such year prior to the Date of\nTermination.\n\n               ii. Lump Sum Salary and Bonus. You will be entitled to receive a\nlump sum payment equal to your annual base salary as in effect at the time the\nNotice of Termination is given or immediately prior to the Approval Date,\nwhichever is greater; and the full value of your targeted annual bonus as in\neffect at the time the Notice of Termination is given or immediately prior to\nthe Approval Date, whichever is greater;\n\n\n   8\n\n               iii. Health Insurance Benefits. If, as of the date of the\ntermination of your employment with the Corporation, you are eligible to\ncontinue your health insurance benefits under the terms of either the California\nContinuation Benefits Replacement Act (\"Cal-COBRA\"), or the Consolidated Omnibus\nBudget Reconciliation Act of 1985, as amended (\"COBRA\"), as applicable, and if\nyou timely and accurately elect to continue health insurance benefits for\nyourself and your dependents under Cal-COBRA or COBRA, the Corporation agrees to\nreimburse you for 100% of the applicable premiums for yourself and your eligible\ndependents for the first eighteen (18) months as to which you and your\ndependents are eligible for such coverage.\n\n               iv. D&amp;O Insurance. The Corporation shall continue to carry you on\nits D&amp;O insurance policy for 6 years following the Date of Termination at the\nCorporation's expense with respect to insurable events which occurred during\nyour term as a director or officer of the Corporation, with such coverage being\nat least comparable to that in effect immediately prior to the Change in Control\nDate or the Approval Date (if different from the Change in Control Date,\nwhichever is more favorable to you); provided, however, that (i) such terms,\nconditions and exceptions shall not be, in the aggregate, materially less\nfavorable to you than those in effect on the Change in Control Date and (ii) if\nthe aggregate annual premiums for such insurance at any time during such period\nexceed two hundred percent (200%) of the per annum rate of premium currently\npaid by the Corporation for such insurance, then the Corporation shall provide\nthe maximum coverage that will then be available at an annual premium equal to\ntwo hundred percent (200%) of such rate.\n\n               v. Acceleration of Stock Vesting. The vesting and exercisability\nof any unvested Award, and the lapsing of the Corporation's repurchase right (as\napplicable) with respect to shares of the Corporation's Common Stock purchased\npursuant to the terms of the Award, shall accelerate as to all of your\nthen-unvested shares subject to such Award, immediately prior to the Date of\nTermination.\n\n               vi. Gross-Up. In the event that the severance and other benefits\nprovided for in this Agreement constitute \"parachute payments\" within the\nmeaning of Section 280G of the Internal Revenue Code of 1986, as amended (the\n\"Code\") such that you are subject to the excise tax imposed by Section 4999 of\nthe Code, then your benefits under this Agreement shall be payable in full and,\nin addition, the Corporation shall pay to you an amount (the \"Gross-Up\") equal\nto the full value of the excise tax imposed by Section 4999 of the Code with\nrespect to such parachute payments as well as the amount equal to the income tax\nand excise tax imposed on the Gross-Up (the \"Gross-Up on the Gross-Up)\". Any\ndetermination required under this Section 6(b)(vi) shall be made in writing by\nthe Corporation's independent public accountants, whose determination shall be\nconclusive and binding upon you and the Corporation for all purposes. For\npurposes of making the calculations required by this\n\n\n   9\n\nSection 6(b)(vi), the accountants may make reasonable assumptions and\napproximations concerning applicable taxes and may rely on reasonable, good\nfaith interpretations concerning the application of Section 280G and 4999 of the\nCode. The Corporation and you shall furnish to the accountants such information\nand documents as the accountants may reasonably request in order to make a\ndetermination under this Section. The Corporation shall bear all costs the\naccountants may reasonably incur in connection with any calculations\ncontemplated by this Section 6(b)(vi). The payment provided for in this Section\n6(b)(vi) shall be made on the earlier of the date on which you would be required\nto pay, or the Corporation would be required to withhold, the amounts determined\nunder Section 6(b)(vi); provided, however, that if the amounts of such payments\ncannot be finally determined on or before such day, the Corporation shall pay to\nyou on such day an estimate, as determined in good faith by the Corporation, of\nthe minimum amount of such payments and shall pay the remainder of such payments\n(together with interest at the rate provided in section 1274(b)(2)(B) of the\nCode) as soon as the amount thereof can be determined but in no event later than\nthe thirtieth day after the Date of Termination. In the event that the amount of\nthe estimated payments exceeds the amount subsequently determined to have been\ndue, such excess shall constitute a loan by the Corporation to you, payable\n(together with interest at the rate provided in section 1274(b)(2)(B) of the\nCode) on the fifth day after demand by the Corporation.\n\n           c. Termination by Reason of Death or Disability. If your employment\nby the Corporation shall be terminated by reason of death or Disability, you\nwill be entitled to continued payment of your full base salary at the rate then\nin effect on the Date of Termination for a period of one year from the Date of\nTermination.\n\n           d. No Mitigation. You shall not be required to mitigate the amount of\nany payment provided for in this Section 6 by seeking other employment or\notherwise, nor shall the amount of any payment or benefit provided for in this\nSection 6 be reduced by any compensation earned by you as the result of\nemployment by another employer or self-employment, by retirement benefits, by\nany amount claimed to be owed by you to the Corporation, or otherwise.\n\n        7. Confidential Information. You continue to remain bound by the terms\nof the Confidential Information and Invention Assignment Agreement (the\n\"Confidentiality Agreement\") which you executed as a condition of your\nemployment, including the non-solicitation clause therein and you acknowledge\nand agree that the provisions of the Confidentiality Agreement survive any\ntermination of your employment relationship with the Corporation.\n\n\n   10\n\n        8. Successors; Binding Agreement.\n\n           a. Successor to Assume Agreement. The Corporation shall require any\nsuccessor (whether direct or indirect, by purchase, merger, consolidation or\notherwise) to all or substantially all of the business and\/or assets of the\nCorporation to expressly assume and agree to perform this Agreement. Failure of\nthe Corporation to obtain such assumption and agreement prior to the Change in\nControl Date shall be a breach of this Agreement and shall constitute Good\nReason per Section 5(i)(vii) above, and shall entitle you to terminate your\nemployment and receive the benefits described in Section 6(b), except that for\npurposes of implementing the foregoing, the Date of Termination shall not be as\nset forth in Section 5(e)(iii), but shall instead be the Change in Control Date.\n\n           b. Binding Agreement. This Agreement shall inure to the benefit of\nand be enforceable by you and your personal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devisees and legatees. If you\nshould die while any amount would still be payable to you hereunder had you\ncontinued to live, all such amounts, unless otherwise provided herein, shall be\npaid in accordance with the terms of this Agreement to your devisee, legatee or\nother designee or, if there is no such designee, to your estate.\n\n        9. Notice. All notices, requests, demands and other communications which\nare required or may be given under this Agreement shall be in writing and shall\nbe deemed to have been duly given when received if personally delivered; when\ntransmitted if transmitted by telecopy; the day after it is sent, if sent for\nnext day delivery to a domestic address by recognized overnight delivery service\n(e.g., Federal Express); and upon receipt, if sent by certified or registered\nmail, return receipt requested. All notices, requests, demands and other\ncommunications shall be addressed to the respective addresses set forth on the\nfirst page of this Agreement, provided that all notices to the Corporation shall\nbe directed to the attention of the Board with a copy to the Secretary of the\nCorporation, or to such other address as either party may have furnished to the\nother in writing in accordance herewith, except that notice of change of address\nshall be effective only upon receipt.\n\n        10. Miscellaneous. No provision of this Agreement may be modified,\nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing and signed by you and such officer as may be specifically designated\nby the Board. No waiver by either party hereto at any time of any breach by the\nother party hereto of, or compliance with, any condition or provision of this\nAgreement to be performed by such other party shall be deemed a waiver of\nsimilar or dissimilar provisions or conditions at the same or at any prior or\nsubsequent time. No agreements or representations, oral or otherwise, express or\nimplied, with respect to the subject matter hereof have been made by either\nparty which are not expressly set forth in this Agreement. All references to\nsections of the Exchange Act or the Code shall be deemed also to refer to any\n\n\n   11\n\n\nsuccessor provisions to such sections. Any payments provided for hereunder shall\nbe paid net of any applicable withholding required under federal, state or local\nlaw. The obligations of the Corporation under Section 6 shall survive the\nexpiration of the Term of this Agreement. The section headings contained in this\nAgreement are for convenience only, and shall not affect the interpretation of\nthis Agreement.\n\n        11. Severability. The invalidity or unenforceability of any provision of\nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement, which shall remain in full force and effect.\n\n        12. Counterparts. This Agreement may be executed in several\ncounterparts, each of which shall be deemed to be an original but all of which\ntogether shall constitute one and the same instrument.\n\n        13. Suits, Actions, Proceedings, Etc.\n\n            a. Compensation During Dispute. If there is a dispute regarding the\nexistence of Cause or Good Reason, the Corporation will advance to you 50% of\nthe cash severance benefits and will reimburse you for 50% of the cost of your\nCOBRA premiums (if you timely and accurately elect such coverage) as to which\nyou would be entitled in the event that you prevail in the dispute, with the\nremainder to be paid in the event that the dispute is settled in your favor;\nprovided, however, that you agree to repay such amounts if the dispute is not\nresolved in your favor.\n\n            b. Legal Fees. The Corporation will pay all legal fees and expenses\nincurred by you in connection with disputes arising under this Agreement,\nincluding contesting or disputing any termination of employment, enforcing any\nright or benefit provided by this Agreement, or in connection with any tax audit\nor proceeding to the extent attributable to the application of Section 4999 of\nthe Code to any payment or benefit provided by the Agreement, unless such claim\nwas made in bad faith as determined by the court or other body charged with\nmaking a determination on the underlying dispute. Any attorneys' fees and costs\nincurred by you will be advanced by the Corporation.\n\n            c. Choice of Law; Arbitration. The internal laws of the State of\nCalifornia, United States of America, applicable to contracts entered into and\nwholly to be performed in California by California residents, without reference\nto any principles concerning conflicts of law, shall govern the validity of this\nAgreement, the construction of its terms and the interpretation of the rights\nand duties of the parties hereunder. To the fullest extent allowed by law, any\ncontroversy, claim or dispute between you and the Company (and\/or any of its\nowners, directors, officers, employees, volunteers or agents) relating to or\narising out of your employment or the cessation of that employment will be\nsubmitted to final and binding arbitration in the\n\n\n   12\n\ncounty in which you work(ed) for determination in accordance with the American\nArbitration Association's (\"AAA\") National Rules for the Resolution of\nEmployment Disputes, as the exclusive remedy for such controversy, claim or\ndispute. In any such arbitration, the parties may conduct discovery to the same\nextent as would be permitted in a court of law. The arbitrator shall issue a\nwritten decision, and shall have full authority to award all remedies which\nwould be available in court. The Company shall pay the arbitrator's fees and any\nAAA administrative expenses. Any judgment upon the award rendered by the\narbitrator(s) may be entered in any court having jurisdiction thereof. Possible\ndisputes covered by the above include (but are not limited to) unpaid wages,\nbreach of contract, torts, violation of public policy, discrimination, or any\nother employment-related claims under laws including but not limited to Title\nVII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the\nAge Discrimination in Employment Act, the California Fair Employment and Housing\nAct, the California Labor Code, and any other statutes or laws relating to an\nemployee's relationship with his\/her employer. However, claims for workers'\ncompensation benefits and unemployment insurance (or any other claims where\nmandatory arbitration is prohibited by law) are not covered by this arbitration\nagreement, and such claims may be presented by you to the appropriate court or\ngovernment agency. BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH YOU\nAND THE COMPANY GIVE UP ALL RIGHTS TO TRIAL BY JURY. This arbitration agreement\nis to be construed as broadly as is permissible under relevant law. This section\nis intended to comply with current California law on binding arbitration and\nshall be construed as such.\n\n        14. Entire Agreement. This Agreement sets forth the entire agreement of\nthe parties hereto in respect of the subject matter contained herein and\nsupersedes all other prior agreements, promises, covenants, arrangements,\ncommunications, representations or warranties, whether oral or written, by any\nofficer, employee or representative of any party hereto; and any prior agreement\nof the parties hereto in respect of the subject matter contained herein,\nincluding, without limitation, any prior severance agreement, is hereby\nterminated and canceled. Any of your rights hereunder shall be in addition to\nany rights you may otherwise have under the Corporations benefit plans of\ngeneral application and under which you are a participant, including, but not\nlimited to, any Corporation-sponsored employee benefit plans and stock options\nplans. Provisions of this Agreement shall not in any way abrogate your rights\nunder such other plans and agreements.\n\n\n\n   13\n\n        If this letter sets forth our agreement on the subject matter hereof,\nkindly sign and return to the Corporation the enclosed copy of this letter. A\nduly authorized officer of the Corporation will sign this letter and a fully\nexecuted copy will be returned to you, constituting our agreement on this\nsubject. Unless and until accepted in writing by the Corporation, this Agreement\nis deemed to be neither executed nor effective.\n\n\n\n                                             Sincerely,\n\n                                             SINA.COM, INC.\n\n\n\n                                             By: Daniel Chiang\n                                                 ------------------------------\n\n                                             Title: Chairman of the Board\n\n\n\nAgreed and Accepted, \nthis _____ day of ___________, 2000.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8837],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39565","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sinacom","corporate_contracts_industries-technology__software","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\/39565","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=39565"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39565"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39565"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39565"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}