{"id":39580,"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-michael-levy.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-sportsline-com-inc-and-michael-levy","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-sportsline-com-inc-and-michael-levy.html","title":{"rendered":"Employment Agreement &#8211; SportsLine.com Inc. and Michael Levy"},"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 Michael Levy (the 'Executive').\n\n                             PRELIMINARY STATEMENTS\n\n         A. The Company and the Executive are parties to that certain Employment\nAgreement dated as of June 15, 1998, as amended by an Amendment to Employment\nAgreement dated as of August 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 June 15, 1998 and shall continue in effect through December 31,\n2003. The Term may be extended or renewed at any time by mutual written\nagreement.\n\n         3. Position and Duties. The Executive shall serve as the Chairman of\nthe Board, President and Chief Executive Officer of the Company and shall have\npowers and authority superior to any other officer or employee of the Company or\nof any subsidiary of the Company. The Executive shall also have such other\npowers and duties as may from time to time be delegated to him by the Board,\nprovided that such duties are consistent with his present duties and with the\nExecutive's position. The Executive shall report to the Board. The Executive\nshall devote substantially all of his working time and efforts during normal\nbusiness hours to the business and affairs of the Company in substantially the\nsame manner (both as to working time and effort) as the Executive has devoted to\nthe Company in the past; provided, that it shall not be a violation of this\nAgreement for the Executive to (i) serve on corporate, civic or charitable\nboards or committees, (ii) deliver lectures or fulfill speaking engagements or\n(iii) manage personal investments, so long as such activities do not interfere\nwith the performance of the Executive's responsibilities as an employee of the\nCompany in accordance with this Agreement.\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 to an extent\nsubstantially consistent with his present travel obligations. The \n\n\n\nCompany shall not, without the written consent of the Executive, relocate or\ntransfer its principal executive offices outside Broward County, Florida.\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$385,000 during each fiscal year during the Term beginning January 1, 2000, or\nsuch greater amount as shall be determined by the Compensation Committee\n('Compensation Committee') of the Board or the entire Board, in its sole\ndiscretion (the 'Base Salary'). Notwithstanding the foregoing, on January 1,\n2001 and on each January 1 thereafter (the 'Salary Adjustment Date'), the\nExecutive's then Base Salary shall be increased by an amount equal to 10% of the\nBase Salary payable to the Executive during the preceding calendar year. The\nBase Salary shall also be reviewed, at least annually, for merit increases and\nmay, by action and in the discretion of the Compensation Committee or the Board,\nbe increased at any time or from time to time. Any increase in the Base Salary\nor other compensation granted by the Compensation Committee or the Board shall\nin no way limit or reduce any other obligation of the Company under this\nAgreement and, once established at an increased specified rate, the Base Salary\nshall 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. The Executive shall be\nentitled to participate in any bonus pool established by the Company for its\nexecutives and key management employees, subject to and on a basis consistent\nwith the terms, conditions and overall administration of such bonus pool.\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 175,000 shares of the Company's common stock during each\ncalendar year.\n\n\n\n                                       2\n\n\n         In addition, effective August 10, 1999, the Company will grant to the\nExecutive pursuant to the Company's 1997 Incentive Compensation Plan (the\n'Plan') non-qualified stock options (the 'Options') to purchase 200,000 shares\nof the Company's common stock, at an exercise price equal to the closing price\nper share of the common stock on August 10, 1999, as reported by Nasdaq. The\nOptions shall be granted pursuant to and subject to the terms and conditions of\nthe Plan and shall have a ten-year term. Notwithstanding anything in the Plan or\nthe forms of agreements evidencing the Options to the contrary, the Options\nshall vest and become exercisable in full on the first business day of the\ncalendar quarter immediately following the calendar quarter in which the Company\nfirst achieves positive EBITDA; and in no event shall the Options be exercised,\nin whole or in part, unless and until such event occurs.'\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 time, shall reimburse the Executive for all reasonable\nexpenses actually paid or incurred by the Executive in the course of and\npursuant to the business of the Company, including expenses for travel and\nentertainment.\n\n         (e) Other Benefits. The Company shall not make any changes in any\nemployee benefit plans or arrangements in effect on the date of this Agreement\nin which the Executive participates, (including without limitation, to the\nextent in effect, each pension and retirement plan, supplemental pension and\nretirement plan, savings and profit sharing plan, life insurance policies,\nofficers and directors policies, stock option plan, life insurance plan, medical\nand health insurance plan, disability plan, dental plan, health-and-accident\nplan or, similar plans or arrangements) which would adversely affect the\nExecutive's rights or benefits thereunder, unless such change occurs pursuant to\nan amendment applicable to all senior executives and\/or employees of the Company\nand does not result in a proportionately greater reduction in the rights of or\nbenefits to the Executive as compared with any other senior executives and\/or\nemployees of the Company. The Executive shall be entitled to participate in or\nreceive benefits under any employee benefit plan or arrangement made available\nby the Company in the future to its executives and key management employees,\nsubject to and on a basis consistent with the terms, conditions and overall\nadministration of such plan or arrangement. The Company shall also provide the\nExecutive such coverage under any directors and officers liability policies it\nmaintains as is provided to its other senior management employees. Nothing paid\nor provided to the Executive under any plan or arrangement presently in effect\nor made available in the future shall be deemed to be in lieu of the Base Salary\nor any other obligation payable 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, but not less than four weeks in any calendar\nyear (prorated in any calendar year during which the Executive is employed under\nthis Agreement for less than the entire such year in accordance with the number\nof days in such calendar year during which he is so employed). The Executive\nshall also be entitled to all paid holidays given by the Company to its senior\nexecutive 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                                       3\n\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 a director of the Company and any of its subsidiaries and as an\nofficer of any of the Company's present or future subsidiaries; provided, that\nthe Executive shall be indemnified for serving in any and all such capacities on\na basis no less favorable than may be from time to time provided to other senior\nexecutives of the Company, and the Company shall use its best efforts consistent\nwith sound business practices obtain and maintain appropriate coverage under\nofficers and directors policies.\n\n         7. Restrictive Covenants.\n\n\n         (a) Noncompetition. The Executive agrees that he will not, either\nduring the Term or for a period of two years following any termination of this\nAgreement, other than a termination by the Executive for Good Reason (as\nhereinafter defined) or a termination by the Company without Cause (as\nhereinafter defined), directly or indirectly, engage in, operate, have any\ninvestment or interest or otherwise participate in any manner (whether as an\nemployee, officer, director, partner, agent, security holder, creditor,\nconsultant or otherwise) in any sole proprietorship, partnership, corporation or\nbusiness or any other person or entity that engages, directly or indirectly, in\na Competing Business; provided, that the Executive may continue to hold Company\nsecurities and\/or acquire, solely as an investment, shares of capital stock or\nother equity securities of any company which are publicly traded, so long as the\nExecutive does not control, acquire a controlling interest in, or become a\nmember of a group which exercises direct or indirect control of, more than five\npercent (5%) of any class of capital stock of such corporation. For purposes of\nthis Agreement, the term 'Competing Business' means any sole proprietorship,\npartnership, corporation or business or any other person or entity that owns,\noperates, manages or distributes an on-line service that provides sports news,\ninformation and content, whether such service is accessed through the Internet,\na commercial on-line service or otherwise.\n\n         (b) Unauthorized Disclosure. During the Term and for a period of two\nyears following any termination of this Agreement, other than a termination by\nthe Executive for Good Reason (as hereinafter defined) or a termination by the\nCompany without Cause (as hereinafter defined), the Executive shall not, without\nthe written consent of the Board or a person authorized thereby, disclose to any\nperson, other than an employee of the Company (or its subsidiaries) or a person\nto whom disclosure is reasonably necessary or appropriate in connection with the\nperformance by the Executive of his duties as an executive of the Company, any\nconfidential information obtained by him while in the employ of the Company with\nrespect to any of the Company's customers, suppliers, creditors, lenders,\ninvestment bankers, methods of distribution or methods of marketing, the\ndisclosure of which he knows will be damaging to the Company; provided, however,\nthat confidential information shall not include any information known generally\nto the public (other than as a result of unauthorized disclosure by the\nExecutive) or any information of a type not otherwise considered confidential by\npersons engaged in the same business or a business similar to that conducted by\nthe Company. Notwithstanding the foregoing, nothing herein shall be deemed to\nrestrict the Executive from disclosing Confidential Information to the extent\nrequired by law.\n\n         (c) Nonsolicitation of Employees. During the Term and for a period of\ntwo years following any termination of this Agreement, other than a termination\nby the Executive for Good Reason (as hereinafter defined) or a termination by\nthe Company without Cause (as hereinafter \n\n\n                                       4\n\n\ndefined), the Executive shall not directly or indirectly, for himself or for any\nother person, firm, corporation, partnership, association or other entity,\nattempt to employ or enter into any contractual arrangement with any employee or\nformer employee of the Company, unless such employee or former employee has not\nbeen employed by the Company for a 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         (e) Certain Provisions. The limitations of Section 7(a) shall terminate\nif upon termination of this Agreement for any reason the Company does not\nfulfill its obligations as required by Section 9 hereof; however, such\ntermination shall not affect the rights of the Executive to receive all\npayments, undiminished in any way, provided by such Section 9. The provisions of\nSection 7 shall apply during the time the Executive is receiving any payments\nfrom the Company as a result of a termination resulting from Disability.\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 death.\n\n         (b) Disability. If, as a result of the Executive's incapacity due to\nphysical or mental illness, the Executive shall have been absent from the\nperformance of his duties under this Agreement for six consecutive months during\nany twelve-month period, and within 30 days after written notice of termination\nis given (which notice may only be given after the end of such six-month\nperiod), the Executive shall not have returned to the performance of his duties\nunder this Agreement, the Company may terminate the Executive's employment under\nthis Agreement for 'Disability.'\n\n         (c) Cause. The Company may terminate the Executive's employment under\nthis Agreement for Cause. For purposes of this Agreement, the term 'Cause' shall\nmean (i) the willful and continued failure by the Executive to substantially\nperform his duties under this Agreement (other than any such failure resulting\nfrom the Executive's incapacity due to physical or mental illness or from the\ntermination of this Agreement by the Executive for Good Reason), after a demand\nfor substantial performance is delivered to the Executive by the Company\nspecifically identifying the manner in which the Company believes the Executive\nhas not substantially performed his duties, and the Executive shall have failed\nto resume substantial performance of such duties within thirty (30) days of\nreceiving such demand, (ii) the willful engaging by the Executive in criminal\nconduct (including embezzlement and criminal fraud) which is demonstrably and\nmaterially injurious to the Company, monetarily or otherwise, or (iii) the\nconviction of the Executive of a felony (other than a traffic violation) or the\nconviction of the Executive of a misdemeanor which impairs the Executive's\nability substantially to perform his duties with the Company. For purposes of\nthis paragraph, no act, or failure to act, on the Executive's part shall be\nconsidered 'willful' unless done, or omitted to be \n\n\n                                       5\n\n\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 the term 'Good Reason' shall mean,\nwithout the Executive's express prior written consent, the occurrence of any one\nor more of the following: (A) the assignment to the Executive of any duties or\nreporting obligations other than those contemplated by, or any limitation of the\npowers of the Executive in any respect not contemplated by, Section 3 hereof, or\nany other action by the Company which results in a diminution in the nature or\nstatus of the Executive's position, authority, duties or responsibilities; (B) a\nreduction by the Company in the Executive's Base Salary as the same shall be\nincreased from time to time; (C) the Company's requiring the Executive to be\nbased at a location outside of Broward County, Florida; (D) a failure by the\nCompany to comply with its other obligations and agreements contained herein,\nincluding but not limited to any failure by the Company to comply with any of\nthe provisions of Section 5 hereof; (E) a failure of the Company to obtain a\nsatisfactory agreement from any successor to the Company to assume and agree to\nperform this Agreement, as contemplated in Section 10(c) hereof; or (F) any\npurported termination by the Company of the Executive's employment that is not\neffected pursuant to a Notice of Termination satisfying the requirements of\nsubsection 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 or\nRetirement shall not be affected by his incapacity due to physical or mental\nillness, nor shall the Executive's continued employment constitute consent to,\nor a waiver of rights with respect to, any circumstances constituting Good\nReason hereunder. For purposes of this Section 8(d), any good faith\ndetermination of 'Good Reason' made by the Executive shall be conclusive;\nprovided, that with respect to the matters set forth in clauses (A) and (D),\nabove, the Executive shall give the Board thirty (30) days prior written notice\nof his intent to terminate this Agreement as a result of any breach or alleged\nbreach of the applicable provision and the Company shall have the right to cure\nany such breach or alleged breach within such 30-day period; provided, that no\nsuch prior written notice or opportunity to cure shall be required following a\nChange in Control.\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 communicated by written Notice of Termination\nto the other party hereto given in accordance with \n\n\n                                       6\n\n\nSection 12. For purposes of this Agreement, a 'Notice of Termination' shall mean\na written notice which indicates the specific termination provision in this\nAgreement relied upon and sets forth in reasonable detail the facts and\ncircumstances claimed to provide a basis for termination of the Executive's\nemployment under the provision so indicated. The failure by the Executive to set\nforth in any Notice of Termination any fact or circumstance which contributes to\na showing of Good Reason shall not waive any right of the Executive hereunder or\npreclude the Executive from asserting such fact or circumstance in enforcing his\nrights 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 shall be terminated by reason\nof his death, 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 shall have\nbeen designated, to his estate, (i) any unpaid amounts of his Base Salary or\nIncentive Compensation accrued prior to the date of his death and (ii) a lump\nsum death benefit equal to the sum of the Executive's then current Base Salary\nand the Executive's Incentive Compensation for the immediately preceding\ncalendar year (the 'Most Recent Incentive Compensation'); 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 the\nExecutive's death pursuant to Section 5(c)); provided, that the Executive's\nspouse, beneficiaries or estate shall also be entitled to receive any amounts or\nother benefits 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, or any other agreement between\nthe Executive and the Company. In addition, all unvested stock options held by\nthe Executive on the Date of Termination shall continue to vest and become\nexercisable in accordance with the vesting schedule for such stock options then\nin effect, and each such stock option, together with any previously vested and\nunexercised stock options, shall be exercisable in accordance with their\nrespective terms for a period of one (1) year following the date on which it\nbecomes vested (or, in the case of any previously vested and unexercised\noptions, one (1) year following the Date of Termination) or, if earlier, until\nthe 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 full Base Salary and any\nIncentive Compensation until the Executive's employment is terminated pursuant\nto Section 8(b) hereof, or until the Executive terminates his employment\npursuant to \n\n\n                                       7\n\n\nSection 8(d)(ii) hereof, whichever first occurs. Following such termination, the\nExecutive shall be paid in equal monthly installments an amount equal to his\nBase Salary at the rate in effect at the time Notice of Termination is given\nuntil the later of one year after termination of his employment or the\nexpiration of the Term (as in effect on the date of termination), plus any\ndisability payments otherwise payable by or pursuant to plans provided by the\nCompany. In addition, the Executive shall be entitled to receive any amounts\npayable pursuant to any pension or employee benefit plan, life insurance policy\nor other plan, program or policy then maintained or provided by the Company to\nthe Executive 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; provided,\nthat such vesting shall discontinue immediately, and any unexercised options\nshall terminate and be cancelled immediately upon a breach by the Executive of\nthe provisions of Section 7 hereof or the Executive's acceptance of employment\nwith another entity.\n\n         (c) Cause; Other than for Good Reason. If the Executive's employment\nshall be terminated by the Company for Cause, or by the Executive for other than\nGood Reason, the Company shall pay the Executive his full Base Salary and\naccrued vacation pay through the Date of Termination at the rate in effect at\nthe time Notice of Termination is given (or on the Date of Termination if no\nNotice of Termination is required hereunder) plus all other amounts to which the\nExecutive is entitled under any plan, program, policy or practice of the Company\nor otherwise at the time such payments are due and such payments shall, assuming\nthe Company is in compliance with the provisions of this Agreement, fully\ndischarge the Company's obligations hereunder.\n\n         (d) Good Reason; Other than Cause or Disability. If the Company shall\nterminate the Executive's employment other than for Cause or Disability (it\nbeing understood that a purported termination for Cause or Disability which is\ndisputed and finally determined not to have been proper shall be a termination\nby the Company in breach of this Agreement), or the Executive shall terminate\nhis employment for Good Reason, then the Company shall pay the Executive, not\nlater than the fifth day following the Date of Termination, the aggregate of the\nfollowing amounts:\n\n                  (A) his full Base Salary and accrued vacation pay through the\n         Date of Termination at the rate in effect at the time Notice of\n         Termination is given, or the Date of Termination where no Notice of\n         Termination is required hereunder, any accrued Incentive Compensation\n         and any other amounts to which the Executive is entitled under any\n         plan, policy, practice or program of the Company or otherwise at the\n         time such payments are due;\n\n                  (B) the product of (x) the Most Recent Incentive Compensation,\n         times (y) a fraction, the numerator of which is the number of days in\n         the current fiscal year through the Date of Termination and the\n         denominator of which is 365; and\n\n                  (C) in lieu of any further salary or bonus payments to the\n         Executive for periods subsequent to the Date of Termination, and as a\n         severance benefit to the Executive, a lump sum amount equal to the\n         greater of (x) two (2) times the Executive's annual Base Salary in\n         effect immediately prior to the occurrence of the circumstances giving\n         rise to such termination and (y) the amount of Base Salary that would\n         have been payable to \n\n\n                                       8\n\n\n         the Executive through the end of the Term had the\n         Executive's employment not been terminated, assuming that the\n         Executive's annual Base Salary for such period was determined in\n         accordance with the provisions of Section 5(a).\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         (f) Maintenance of Benefit. Unless the Executive is terminated for\nCause, the Company shall maintain in full force and effect, for the continued\nbenefit of the Executive and\/or his family for two (2) years after termination\nfor any reason, all employee medical, health and hospitalization plans and\nprograms in which the Executive and\/or his family was entitled to participate in\nimmediately prior to the Date of Termination provided that the continued\nparticipation of the Executive and\/or his family is possible under the general\nterms and provisions of such plans and\n\n\n                                       9\n\n\nprograms. In the event that the participation of the Executive and\/or his family\nin any such plan or program is barred, the Company shall arrange to provide the\nExecutive and\/or his family with benefits substantially similar to those which\nthe Executive and\/or his family would otherwise have been entitled to receive\nunder such plans and programs from which his or their continued participation is\nbarred.\n\n         (g) Full Settlement. The Company's obligation to make the payments\nprovided for herein and otherwise to perform its obligations hereunder shall not\nbe affected by any set-off, counterclaim, recoupment, defense or other claim,\nright or action which the Company may have against the Executive or others,\nexcept claims in respect of the Executive's gross negligence, wilful misconduct\nor violation of any applicable law. The Executive shall not be required to\nmitigate the amount of any payment provided for in Section 9 hereof by seeking\nother employment or otherwise, nor shall the amount of any payment provided for\nin Section 9 hereof be reduced by any compensation earned by the Executive as\nthe result of employment by another employer or business, by profits earned by\nthe Executive from any source at any time before or after the Date of\nTermination, or otherwise. Unless the Executive is found by a court of competent\njurisdiction to have committed an act that constitutes gross negligence, wilful\nmisconduct or a violation of applicable law, the Company agrees to pay, to the\nfullest extent permitted by law, all legal fees and expenses incurred by the\nExecutive as a result of any contest or dispute (regardless of the outcome\nthereof) by the Company or others of the validity or enforceability of, or\nliability under, any provision of this Agreement, or by the Executive in seeking\nto obtain or enforce any right or benefit provided by this Agreement (including\nthe amount of any payment pursuant to Section 9 hereof or the validity of any\npurported termination by the Company hereunder).\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 should die while any amounts would still be payable to him hereunder,\nall such amounts, unless otherwise provided herein, shall be paid in accordance\nwith the terms of this Agreement to the Executive's personal or legal\nrepresentatives 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, 'Company' shall mean the Company as\nhereinbefore defined and any successor to its \n\n\n                                       10\n\n\nbusiness and\/or assets as aforesaid which executes and delivers an assumption\nand agreement provided for in this Section 10(c) or which otherwise becomes\nbound by all the terms and provisions of this Agreement by operation of law, or\notherwise.\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         If to the Company:         SportsLine.com, Inc.\n                                    6350 N.W. 5th Way\n                                    Fort Lauderdale, Florida 33309\n                                    Attn:  Board of Directors\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         13.      Miscellaneous.\n\n         (a) This Agreement has been approved by the Board. No provisions of\nthis Agreement may be modified, waived or discharged unless such modification,\nwaiver or discharge is agreed to in a writing signed by the Executive and such\nofficer as may be specifically designed by 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 employment agreement between the Company and the Executive\n(including, without limitation, the Prior Employment Agreement).\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                                       11\n\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\/ Kenneth W. Sanders\n                                       -----------------------------------\n                                   Title:  Senior Vice President and Chief\n                                           Financial Officer\n\n\n                                       \/s\/ Michael Levy\n                                       -----------------------------------\n                                           Michael Levy\n\n\n         The foregoing Employment Agreement was approved by the Compensation\nCommittee of the Company's Board of Directors:\n\n\n\n \/s\/ Sean McManus\n -----------------\nSean McManus\n\n\n\n \/s\/ Gerry Hogan\n -----------------\nGerry Hogan\n\n                                       12\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-39580","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\/39580","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=39580"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39580"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39580"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39580"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}