{"id":39574,"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-sportsline-com-inc-and-daniel-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-sportsline-com-inc-and-daniel-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-sportsline-com-inc-and-daniel-l.html","title":{"rendered":"Employment Agreement &#8211; SportsLine.com Inc. and Daniel L. Leichtenschlag"},"content":{"rendered":"<pre>\n                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT\n\n         This Amended and Restated Employment Agreement (the 'Agreement') dated\nas of January 28, 2000, between SPORTSLINE.COM, INC., a Delaware corporation\n(the 'Company'), and DANIEL L. LEICHTENSCHLAG (the 'Executive').\n\n                             PRELIMINARY STATEMENTS\n\n         A. The Company and the Executive are parties to that certain Employment\nAgreement dated as of\nAugust 10, 1999 (the 'Prior Employment Agreement');\n\n\n         B. The Company and the Executive desire to amend and restate the Prior\nEmployment Agreement as set forth herein;\n\n         C. The Compensation Committee ('Compensation Committee') of the Board\nof Directors of the Company (the 'Board') has approved the execution and\ndelivery by the Company of this Agreement.\n\n                                    AGREEMENT\n\n         NOW, THEREFORE, in consideration of the premises and mutual covenants\nset forth herein, the parties agree as follows:\n\n         1. Employment. The Company hereby agrees to continue to employ the\nExecutive and the Executive hereby agrees to continue to serve the Company, on\nthe terms and conditions set forth in this Agreement.\n\n         2. Term of Agreement. Subject to the terms and conditions hereof, the\nterm of the Executive's employment pursuant to this Agreement (the 'Term') shall\ncommence on August 10, 1999 and shall continue in effect through August 31,\n2002. The Term may be extended or renewed at any time by mutual written\nagreement of the Company and the Executive.\n\n         3. Position and Duties. The Executive shall serve as Senior Vice\nPresident, Operations of the Company, shall perform substantially the same\nduties as he currently performs and shall have substantially the same authority\nas he currently exercises. The Executive shall also have such other powers and\nduties as may from time to time be delegated to him by the Board, the Chairman\nof the Board, the Chief Executive Officer or, if there is no Chief Executive\nOfficer, the highest ranking executive officer of the Company, provided that\nsuch duties are consistent with his present duties and with the Executive's\nposition. The Executive shall report to the Company's Chief Executive Officer\nor, if there is no Chief Executive Officer, the highest ranking executive\nofficer of the Company. The Executive shall devote substantially all of his\nworking time and efforts during normal business hours to the business and\naffairs of the Company in substantially the same manner (both as to working time\nand effort) as the Executive has devoted to the Company in the past; provided,\nthat it shall not be a violation of this Agreement for the Executive to (i)\nserve on corporate, civic or charitable boards or committees, and (ii) deliver\nlectures or fulfill speaking engagements, so long as such activities are\napproved by the Company's Chief Executive Officer and do not interfere with the\nperformance of the Executive's responsibilities as an employee of the Company in\naccordance with this Agreement.\n\n\n\n\n         4. Place of Performance. In connection with his employment by the\nCompany, the Executive shall be based at the Company's principal executive\noffices except for required travel on the Company's business.\n\n         5. Compensation and Related Matters.\n\n         (a) Base Salary. The Executive shall receive a base salary, payable in\nsubstantially equal bi-weekly installments, at the annual rate of at least\n$210,000 during each fiscal year during the Term, or such greater amount as\nshall be determined by the Compensation Committee or the entire Board, in its\nsole discretion (the 'Base Salary'). The Base Salary shall be reviewed at least\nannually for merit increases and may, by action and in the discretion of the\nCompensation Committee or the Board, be increased at any time or from time to\ntime. Any increase in the Base Salary or other compensation granted by the\nCompensation Committee or the Board shall in no way limit or reduce any other\nobligation of the Company under this Agreement and, unless otherwise specified\nby the Compensation Committee or the Board, once established at an increased\nspecified rate, the Base Salary shall not thereafter be reduced.\n\n         (b) Incentive Compensation. In addition to the Base Salary, during the\nTerm the Executive shall be entitled to receive an annual bonus (the 'Annual\nBonus') for each fiscal year for which the Company achieves its budgeted EBITDA\ntarget (the 'Target'), in an amount equal to fifty percent (50%) of the\nExecutive's Base Salary for such fiscal year. The Target for each fiscal year\nshall be approved by the Compensation Committee not later than 90 days after the\nbeginning of each fiscal year. For purposes of this Section, the term 'EBITDA'\nmeans the Company's earnings before income taxes, depreciation and amortization,\nas determined in accordance with generally accepted accounting principles,\nconsistently applied with the Company's past practices, and as reflected in the\nCompany's audited financial statements for the relevant fiscal year. If the\nCompany does not achieve the Target for any fiscal year, no Annual Bonus shall\nbe payable for such fiscal year. The Annual Bonus payable with respect to any\nfiscal year (net of any tax or other amount properly withheld therefrom) shall\nbe paid by the Company to the Executive within sixty (60) days after the end of\nthe fiscal year; provided, that (i) any amount paid shall be subject to increase\nor decrease based upon the results of the Company's audited financial statements\nwith respect to such year, (ii) the amount of Annual Bonus payable for any\nfiscal year during which the Term expires or this Agreement is terminated shall\nbe prorated and payable only with respect to the portion of the fiscal year\nduring which the Executive was employed by the Company and (iii) no Annual Bonus\nshall be payable with respect to any fiscal year during which the Executive's\nemployment is terminated by the Company for Cause, or by the Executive for other\nthan Good Reason. In addition to the Annual Bonus, the Executive shall be\nentitled to receive such other bonuses or incentive compensation as the\nCompensation Committee may determine in its sole discretion, taking into\nconsideration such criteria as it shall deem relevant.\n\n         (c) Stock Options. During the Term, the Executive shall be entitled to\nreceive stock option grants, no less frequently than annually. The number of\nstock options and the terms and conditions of stock options granted to the\nExecutive shall be determined by the Compensation Committee in its discretion;\nprovided, that beginning in 2000, the Executive shall be granted stock options\nto purchase at least 25,000 shares of the Company's common stock during each\ncalendar year.\n\n         (d) Expenses. During the Term, the Company, in accordance with its\nexpense reimbursement policies and procedures in effect for senior management\nemployees from time to \n\n                                       2\n\n\ntime, shall reimburse the Executive for all reasonable expenses actually paid or\nincurred by the Executive in the course of and pursuant to the business of the\nCompany.\n\n         (e) Other Benefits. The Executive shall be entitled to participate in\nor receive benefits under any employee benefit plan or arrangement made\navailable generally by the Company to its executives, subject to and on a basis\nconsistent with the terms, conditions and overall administration of such plan or\narrangement. The Company shall also provide the Executive such coverage under\nany directors and officers liability policies it maintains as is provided to its\nother senior management employees. Nothing paid or provided to the Executive\nunder any plan or arrangement presently in effect or made available in the\nfuture shall be deemed to be in lieu of the Base Salary or any other obligation\npayable to the Executive pursuant to this Agreement.\n\n         (f) Vacation. The Executive shall be entitled to the number of paid\nvacation days in each calendar year determined by the Company from time to time\nfor its senior executive officers. The Executive shall also be entitled to all\npaid holidays given by the Company to its senior executive officers.\n\n         (g) Perquisites and Fringe Benefits. The Executive shall be entitled to\ncontinue to receive all perquisites and fringe benefits provided or available to\nsenior executive officers of the Company in accordance with present practice and\nas may be changed from time to time with respect to all senior executive\nofficers of the Company.\n\n         (h) Working Facilities. The Company shall furnish the Executive with an\noffice, a secretary and such other facilities and services suitable to his\nposition and adequate for the performance of his duties hereunder.\n\n         6. Other Offices. The Executive agrees to serve without additional\ncompensation as an officer and\/or director of any of the Company's present or\nfuture subsidiaries; provided, that the Executive shall be indemnified for\nserving in any and all such capacities on a basis no less favorable than may be\nfrom time to time provided to other senior executives of the Company.\n\n         7. Restrictive Covenants.\n\n         (a) Noncompetition. The Executive agrees that he will not, either\nduring the Term and for a period of one year following any termination of this\nAgreement, directly or indirectly, engage in, operate, have any investment or\ninterest or otherwise participate in any manner (whether as an employee,\nofficer, director, partner, agent, security holder, creditor, consultant or\notherwise) in any sole proprietorship, partnership, corporation or business or\nany other person or entity that engages, directly or indirectly, in a Competing\nBusiness; provided, that the Executive may continue to hold Company securities\nand\/or acquire, solely as an investment, shares of capital stock or other equity\nsecurities of any company which are publicly traded, so long as the Executive\ndoes not control, acquire a controlling interest in, or become a member of a\ngroup which exercises direct or indirect control of, more than five percent (5%)\nof any class of capital stock of such corporation. For purposes of this\nAgreement, the term 'Competing Business' means the ownership, operation,\nmanagement or distribution of an on-line service that provides sports news,\ninformation and content and\/or that markets, sells or otherwise distributes\nsports-related products, whether such service is accessed through the Internet,\na commercial on-line service or otherwise.\n\n                                       3\n\n\n         (b) Unauthorized Disclosure. During the Term and for a period of two\nyears following any termination of this Agreement, the Executive shall not,\nwithout the written consent of the Board or a person authorized thereby,\ndisclose to any person, other than an employee of the Company (or its\nsubsidiaries) or a person to whom disclosure is reasonably necessary or\nappropriate in connection with the performance by the Executive of his duties as\nan executive of the Company, any confidential information obtained by him while\nin the employ of the Company with respect to any of the Company's customers,\nsuppliers, creditors, lenders, investment bankers, methods of distribution or\nmethods of marketing; provided, however, that confidential information shall not\ninclude any information known generally to the public (other than as a result of\nunauthorized disclosure by the Executive). Notwithstanding the foregoing,\nnothing herein shall be deemed to restrict the Executive from disclosing\nConfidential Information to the extent required by law.\n\n         (c) Nonsolicitation of Employees. During the Term and for a period of\ntwo years following any termination of this Agreement, the Executive shall not\ndirectly or indirectly, for himself or for any other person, firm, corporation,\npartnership, association or other entity, attempt to employ or enter into any\ncontractual arrangement with any employee or former employee of the Company,\nunless such employee or former employee has not been employed by the Company for\na period in excess of six months.\n\n         (d) Injunction. It is recognized and hereby acknowledged by the Company\nand the Executive that a breach by the Executive of any of the agreements\ncontained in this Section 7 may cause irreparable harm or damage to the Company\nor its subsidiaries, the monetary amount of which may be virtually impossible to\nascertain. As a result, the Executive and the Company agree that the Company and\nany of its subsidiaries shall be entitled to an injunction issued by any court\nof competent jurisdiction enjoining and restraining any and all violations of\nsuch agreements by the Executive or his associates, affiliates, partners or\nagents, and that such right to an injunction shall be cumulative and in addition\nto whatever other remedies the Company may possess.\n\n         8. Termination. The Executive's employment under this Agreement may be\nterminated without any breach of this Agreement only on the following\ncircumstances:\n\n         (a) Death. The Executive's employment under this Agreement shall\nterminate automatically upon his\ndeath.\n\n         (b) Disability. If, as a result of the Executive's incapacity due to\nphysical or mental illness, the Executive is absent from the performance of his\nduties under this Agreement for a period of three months during any twelve-month\nperiod, and within 10 days after written notice of termination is given, the\nExecutive does not return to the performance of his duties under this Agreement,\nthe Company may terminate the Executive's employment under this Agreement for\n'Disability.'\n\n         (c) Cause. The Company may at any time terminate the Executive's\nemployment under this Agreement for Cause. For purposes of this Agreement,\n'Cause' means: (i) the willful and continued failure by the Executive to\nsubstantially perform his duties under this Agreement (other than any such\nfailure resulting from the Executive's incapacity due to physical or mental\nillness or from the termination of this Agreement by the Executive for Good\nReason), after a demand for substantial performance is delivered to the\nExecutive by the Company specifically identifying the manner in which the\nCompany believes the Executive has not substantially performed his duties, and\n\n\n                                       4\n\n\nthe Executive shall have failed to resume substantial performance of such duties\nwithin thirty (30) days of receiving such demand, (ii) the willful engaging by\nthe Executive in criminal conduct (including embezzlement and criminal fraud)\nwhich is demonstrably and materially injurious to the Company, monetarily or\notherwise, or (iii) the conviction of the Executive of a felony (other than a\ntraffic violation) or the conviction of the Executive of a misdemeanor which\nimpairs the Executive's ability substantially to perform his duties with the\nCompany. For purposes of this paragraph, no act, or failure to act, on the\nExecutive's part shall be considered 'willful' unless done, or omitted to be\ndone, by him not in good faith and without reasonable belief that his action or\nomission was in the best interest of the Company. Notwithstanding anything\nherein to the contrary, the Executive shall not be deemed to have been\nterminated for Cause unless and until there shall have been delivered to the\nExecutive a copy of a resolution, duly adopted by the affirmative vote of not\nless than a majority of the members of the Board then in office (other than the\nExecutive) at a meeting of the Board called and held for such purpose (after\nreasonable notice to the Executive and an opportunity for him, together with his\ncounsel, to be heard before the Board), finding that in the good faith opinion\nof the Board the Executive was guilty of conduct set forth in clause (i), (ii)\nor (iii), above, and specifying the particulars thereon in detail.\n\n         (d) Termination by the Executive. The Executive may terminate his\nemployment under this Agreement (i) for Good Reason, or (ii) if his health\nshould become impaired to any extent that makes the continued performance of his\nduties under this Agreement hazardous to his physical or mental health or his\nlife, provided that the Executive shall have furnished the Company with a\nwritten statement from a qualified doctor to such effect and provided, further,\nthat at the Company's request and expense the Executive shall submit to an\nexamination by a doctor selected by the Company and such doctor shall have\nconcurred in the conclusion of the Executive's doctor.\n\n         For purposes of this Agreement, 'Good Reason' means, without the\nExecutive's prior written consent, the occurrence of any one or more of the\nfollowing: (A) any action by the Company which results in a material diminution\nin the nature or status of the Executive's position, authority, duties or\nresponsibilities; (B) a failure by the Company to pay any amounts of Base\nSalary, Annual Bonus or other amounts payable hereunder, or to comply with its\nother obligations and agreements contained herein; (C) a failure of the Company\nto obtain an agreement from any successor to the Company to assume and agree to\nperform this Agreement, as contemplated in Section 10(c) hereof; (D) Executive\nno longer reports directly to the person(s) specified in Section 3 hereof, or\n(E) any purported termination by the Company of the Executive's employment that\nis not effected pursuant to a Notice of Termination satisfying the requirements\nof subsection 8(e) hereof and otherwise in accordance with the terms of this\nAgreement, and for purposes of this Agreement, no such termination shall be\neffective.\n\n         The Executive's right to terminate his employment for Good Reason shall\nnot be affected by his incapacity due to physical or mental illness, nor shall\nthe Executive's continued employment constitute consent to, or a waiver of his\nrights with respect to, any circumstances constituting Good Reason. With respect\nto the matters set forth in clauses (A), (B), (C) and (D), above, the Executive\nshall give the Board thirty (30) days prior written notice of his intent to\nterminate this Agreement, and the Company shall have the right to cure any such\nbreach or alleged breach within such 30-day period.\n\n         (e) Notice of Termination. Any termination of the Executive's\nemployment by the Company or by the Executive (other than termination pursuant\nto Section 8(a), above) shall be \n\n\n                                       5\n\n\ncommunicated by written Notice of Termination to the other party hereto given in\naccordance with Section 12. For purposes of this Agreement, a 'Notice of\nTermination' shall mean a written notice which indicates the specific\ntermination provision in this Agreement relied upon and sets forth in reasonable\ndetail the facts and circumstances claimed to provide a basis for termination of\nthe Executive's employment under the provision so indicated. The failure by the\nExecutive to set forth in any Notice of Termination any fact or circumstance\nwhich contributes to a showing of Good Reason shall not waive any right of the\nExecutive hereunder or preclude the Executive from asserting such fact or\ncircumstance in enforcing his rights hereunder.\n\n         (f) Date of Termination. 'Date of Termination' shall mean (i) if the\nExecutive's employment is terminated by his death, the date of his death, (ii)\nif the Executive's employment is terminated for Disability, thirty (30) days\nafter Notice of Termination is given (provided that the Executive shall not have\nreturned to the performance of his duties during such thirty (30) day period),\n(iii) if the Executive's employment is terminated by the Company for Cause, the\ndate specified in the Notice of Termination after the expiration of any cure\nperiods, and (iv) if the Executive's employment is terminated for any other\nreason, the date on which a Notice of Termination is given after the expiration\nof any cure periods; provided, that if within thirty (30) days after any Notice\nof Termination one party notifies the other party that a dispute exists\nconcerning the termination, the Date of Termination shall be the date finally\ndetermined to be the Date of Termination, either by mutual written agreement of\nthe parties or by a binding and final arbitration award or an adjudication by a\ncourt of competent jurisdiction (and in such event the Company shall continue to\nperform its obligations hereunder until the date so determined).\n\n         9. Compensation Upon Termination or During Disability.\n\n         (a) Death. If the Executive's employment is terminated by reason of his\ndeath, the Company shall pay to such person as the Executive shall have\ndesignated in a notice filed with the Company, or, if no such person has been\ndesignated, to his estate, any unpaid amounts of his Base Salary or Annual Bonus\naccrued prior to the date of his death; and upon making such payments, the\nCompany shall have no further liability hereunder (other than for reimbursement\nfor reasonable business expenses incurred prior to the date of the Executive's\ndeath pursuant to Section 5(c)); provided, that the Executive's spouse,\nbeneficiaries or estate shall also be entitled to receive any amounts or other\nbenefits payable pursuant to any pension or employee benefit plan, life\ninsurance policy or other plan, program or policy then maintained or provided by\nthe Company in accordance with the terms thereof. In addition, all unvested\nstock options held by the Executive on the Date of Termination shall continue to\nvest and become exercisable in accordance with the vesting schedule for such\nstock options then in effect, and each such stock option, together with any\npreviously vested and unexercised stock options, shall be exercisable in\naccordance with their respective terms for a period of one (1) year following\nthe date on which it becomes vested (or, in the case of any previously vested\nand unexercised options, one (1) year following the Date of Termination) or, if\nearlier, until the then scheduled expiration date(s) of such options.\n\n         (b) Disability. During any period that the Executive fails to perform\nhis duties hereunder as a result of incapacity due to physical or mental\nillness, the Executive shall continue to receive his Base Salary and any Annual\nBonus until the Executive's employment is terminated pursuant to Section 8(b)\nhereof, or until the Executive terminates his employment pursuant to Section\n8(d)(ii) hereof, whichever first occurs. If the Executive's employment is\nterminated by reason of his Disability, the Company shall pay to the Executive\nany unpaid amounts of his Base Salary or Annual \n\n                                       6\n\n\nBonus accrued prior to the date of such termination; and upon making such\npayments, the Company shall have no further liability hereunder (other than for\nreimbursement for reasonable business expenses incurred prior to the date of\nsuch termination pursuant to Section 5(c)); provided, that the Executive shall\nalso be entitled to receive any amounts or other benefits payable pursuant to\nany pension or employee benefit plan, life insurance policy or other plan,\nprogram or policy then maintained or provided by the Company in accordance with\nthe terms thereof. In addition, all unvested stock options held by the Executive\non the Date of Termination shall continue to vest and become exercisable in\naccordance with the vesting schedule for such stock options then in effect, and\neach such stock option, together with any previously vested and unexercised\nstock options, shall be exercisable in accordance with their respective terms\nfor a period of one (1) year following the date on which it becomes vested (or,\nin the case of any previously vested and unexercised options, one (1) year\nfollowing the Date of Termination) or, if earlier, until the then scheduled\nexpiration date(s) of such options; provided, that such vesting shall\ndiscontinue immediately, and any unexercised options shall terminate and be\ncancelled immediately upon a breach by the Executive of the provisions of\nSection 7 hereof or the Executive's acceptance of employment with another\nentity.\n\n         (c) Cause; Other than for Good Reason. If the Executive's employment is\nterminated by the Company for Cause, or by the Executive for other than Good\nReason, the Company shall pay the Executive his Base Salary and accrued vacation\npay through the Date of Termination at the rate in effect at the time Notice of\nTermination is given (or on the Date of Termination if no Notice of Termination\nis required hereunder) plus all other amounts to which the Executive is entitled\nunder any plan, program, policy or practice of the Company or otherwise at the\ntime such payments are due and such payments shall, assuming the Company is in\ncompliance with the provisions of this Agreement, fully discharge the Company's\nobligations hereunder.\n\n         (d) Good Reason; Other than Cause or Disability. If the Company\nterminates the Executive's employment other than for Cause or Disability, or the\nExecutive terminates his employment for Good Reason, then:\n\n                  (i) within thirty (30) days after the Date of Termination, the\n         Company shall pay the Executive an amount equal to his Base Salary\n         through the Date of Termination at the rate in effect at the time\n         Notice of Termination is given (or the Date of Termination where no\n         Notice of Termination is required hereunder), together with any accrued\n         Incentive Compensation and other amounts to which the Executive is then\n         entitled under any plan, policy, practice or program of the Company at\n         the time such payments are due; and\n\n                  (ii) in lieu of any further salary, incentive compensation or\n         other payments for periods subsequent to the Date of Termination, and\n         as a severance benefit to the Executive, the Company will continue to\n         pay the Executive an amount equal the installments of Base Salary at\n         the rate in effect at the time Notice of Termination is given (or the\n         Date of Termination where no Notice of Termination is required\n         hereunder) that would have been paid to the Executive had his\n         employment not been terminated for a period of one (1) year following\n         the Date of Termination; provided, that the Executive shall use\n         reasonable efforts to seek other employment following such termination,\n         and the amount of any payment provided for in this clause (ii) will be\n         reduced by any compensation the Executive earns as the result of\n         employment by another employer or business during the period the\n         Company is obligated to make payments hereunder.\n\n                                       7\n\n\n         (e) Acceleration of Vesting; Sale of Shares. Unless the Company\nterminates the Executive's employment for Cause, the Executive terminates his\nemployment for other than Good Reason or the Executive's employment is\nterminated due to his death or Disability, upon (i) termination of the\nExecutive's employment or (ii) upon a Change of Control, all unvested stock\noptions held by the Executive on the Date of Termination shall immediately vest\nand become exercisable; and all such stock options, together with any previously\nvested and unexercised stock options, shall be exercisable by the Executive in\naccordance with their respective terms for a period of one (1) year following\nthe Date of Termination or the date of the Change in Control, as the case may\nbe, or, if earlier, until the then scheduled expiration date(s) of such options.\nThe Company shall provide the Executive such cooperation and assistance as may\nreasonably be necessary to effect cashless exercises of such stock options, as\nwell as the sale of any restricted Company securities beneficially owned by the\nExecutive at the Date of Termination.\n\n         For purposes of this Agreement, a 'Change in Control' means and shall\nbe deemed to have occurred if: (i) any person, entity or 'group', within the\nmeaning of Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of\n1934, as amended (the 'Exchange Act'), other than (A) the Company, its\nsubsidiaries or any employee benefit plan established and maintained by the\nCompany or its subsidiaries, or (B) the Executive or any of the Executive's\naffiliates, becomes the 'beneficial owner' (within the meaning of Rule 13d-3\npromulgated under the Exchange Act), directly or indirectly, of securities of\nthe Company representing forty percent (40%) or more of the combined voting\npower of the Company's then outstanding securities entitled to vote generally in\nthe election of directors; (ii) the individuals who, as of the date hereof\nconstitute the Company's Board of Directors (as of the date hereof, the\n'Incumbent Board') cease for any reason to constitute a majority of the Board of\nDirectors, provided that any person becoming a director subsequent to the date\nhereof whose election, or nomination for election by the Company's stockholders\nwas approved by a vote of at least a majority of the directors then comprising\nthe Incumbent Board (other than the election or nomination of an individual\nwhose initial assumption of office is in connection with an actual or threatened\nelection contest relating to the election of the directors of the Company, as\nsuch terms are used in Rule 14a-11 of Regulation 14A promulgated under the\nExchange Act) shall be, for purposes of this Agreement, considered as though\nsuch person were a member of the Incumbent Board; or (iii) the shareholders of\nthe Company approve (A) a reorganization, merger or consolidation with respect\nto which persons who were the shareholders of the Company immediately prior to\nsuch reorganization, merger or consolidation do not, immediately thereafter, own\nmore than 50% of the combined voting power entitled to vote generally in the\nelection of directors of the reorganized, merged or consolidated company's then\noutstanding voting securities, (B) a liquidation or dissolution of the Company,\nor (C) the sale of all or substantially all of the assets of the Company, unless\nthe approved reorganization, merger, consolidation, liquidation, dissolution or\nsale is subsequently abandoned.\n\n         10. Successors.\n\n         (a) This Agreement is personal to the Executive and without the prior\nwritten consent of the Company shall not be assignable by the Executive other\nthan by will or the laws of descent and distribution. This Agreement and all\nrights of the Executive hereunder shall inure to the benefit of and be enforce\nable by the Executive's personal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devises and legatees. If the\nExecutive dies while any amounts would still be payable to him hereunder, all\nsuch amounts, unless otherwise provided herein, shall be paid \n\n                                       8\n\n\nin accordance with the terms of this Agreement to the Executive's personal or\nlegal representatives or, if there be no such persons, the Executive's estate.\n\n         (b) This Agreement shall inure to the benefit of and be binding upon\nthe Company and its successors and assigns.\n\n         (c) The Company will require any successor (whether direct or indirect,\nby purchase, merger, consolidation or otherwise) to all or substantially all of\nthe business and\/or assets of the Company, by agreement in form and substance\nsatisfactory to the Executive, to assume expressly and agree to perform this\nAgreement in the same manner and to the same extent that the Company would be\nrequired to perform it if no such succession had taken place. Failure of the\nCompany to obtain such assumption and agreement prior to the effectiveness of\nany such succession shall be a breach of this Agreement and shall entitle the\nExecutive to compensation from the Company in the same amount and on the same\nterms as he would be entitled to hereunder if he terminated his employment for\nGood Reason, except for purposes of implementing the foregoing, the date on\nwhich any such succession becomes effective shall be deemed the Date of\nTermination. As used in this Agreement, the term 'Company' means the Company as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid which executes and delivers an assumption and agreement provided for\nin this Section 10(c) or which otherwise becomes bound by all the terms and\nprovisions of this Agreement by operation of law, or otherwise.\n\n         11. Non-exclusivity of Rights. Nothing in this Agreement shall prevent\nor limit the Executive's continuing future participation in any benefit, bonus,\nincentive or other plans, programs, policies or practices provided by the\nCompany or any of its subsidiaries and for which the Executive may qualify, nor\nshall anything herein limit or otherwise affect such rights as the Executive may\nhave under any stock option or other agreements with the Company or any of its\nsubsidiaries. Except as herein specifically provided, amounts which are vested\nbenefits or which the Executive is otherwise entitled to receive under any plan,\npolicy, practice or program of the Company or any of its subsidiaries at or\nsubsequent to the Date of Termination shall be payable in accordance with such\nplan, policy, practice or program.\n\n         12. Notice. All notices and other communications hereunder shall be in\nwriting and shall be given by hand delivery to the other party or by registered\nor certified mail, return receipt requested, postage prepaid, addressed as\nfollows:\n\n         If to the Executive:\n\n\n\n         If to the Company:         SportsLine.com, Inc.\n                                    6350 N.W. 5th Way\n                                    Fort Lauderdale, Florida 33309\n                                    Attn:  Chief Executive Officer\n\nor to such other address as either party shall have furnished to the other in\nwriting in accordance herewith. Notices and communications shall be effective\nwhen actually received by the addressee.\n\n                                       9\n\n\n\n         13.      Miscellaneous.\n\n         (a) This Agreement has been approved by the Compensation Committee. No\nprovisions of this Agreement may be modified, waived or discharged unless such\nmodification, waiver or discharge is agreed to in a writing signed by the\nExecutive and such officer as may be specifically designed by the Compensation\nCommittee or the Board.\n\n         (b) The failure by either party hereto to insist upon compliance with\nany condition or provision of this Agreement shall not be deemed a waiver of\nsuch condition or provision or any other provision hereof.\n\n         (c) 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 set forth expressly in this Agreement and this Agreement\nsupersedes any other agreement or understanding between the Company and the\nExecutive relating to the Executive's employment and any compensation or\nbenefits in respect thereof (including, without limitation, the Prior Employment\nAgreement).\n\n         (d) The Company may withhold from any accounts payable under this\nAgreement all Federal, state or other taxes as legally shall be required.\n\n         (e) The validity, interpretation, construction and performance of this\nAgreement shall be governed by the laws of the State of Florida, without\nreference to principles of conflicts of laws.\n\n         (f) The invalidity or unenforceability of any provision or provisions\nof this 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         (g) This Agreement may be executed in several counterparts, each of\nwhich shall be deemed to be an original, but all of which together shall\nconstitute one and the same instrument.\n\n         IN WITNESS WHEREOF, the parties have executed this Amended and Restated\nEmployment Agreement as of the date and year first above written.\n\n                                  SPORTSLINE.COM, INC.\n\n\n                                  By: \/s\/ Michael Levy\n                                      ----------------------------------------\n                                  Title: President and Chief Executive Officer\n\n\n\n                                   \/s\/ Daniel L. Leichtenschlag\n                                   -------------------------------------------\n                                   Daniel L. Leichtenschlag\n\n                                       10\n\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":[9539,9544],"class_list":["post-39574","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__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39574","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=39574"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39574"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39574"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39574"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}