{"id":39582,"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-peter-pezaris.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-sportsline-com-inc-and-peter-pezaris","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-sportsline-com-inc-and-peter-pezaris.html","title":{"rendered":"Employment Agreement &#8211; SportsLine.com Inc. and Peter Pezaris"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n     This EMPLOYMENT AGREEMENT is made this 20th day of August, 2001, (the\n\"Agreement\") between SPORTSLINE.COM, INC., a Delaware corporation (the\n\"Company\"), and PETER PEZARIS (the \"Executive\").\n\n                             PRELIMINARY STATEMENTS\n\n     A.  The Company desires to employ the Executive on the terms and subject to\nthe conditions set forth in this Agreement. B. The Executive is willing to make\nhis services available to the Company on the terms and subject to the conditions\nhereinafter set forth.\n\n     C.  The Compensation Committee (\"Compensation Committee\") of the Board of\nDirectors of the Company (the \"Board\") has approved the execution and delivery\nby the Company of this Agreement.\n\n                                   AGREEMENT\n\n     NOW, THEREFORE, in consideration of the premises and mutual covenants set\nforth 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\nbe three years and such Term shall automatically extend by one day for each day\nelapsed, so that at all times the Term shall be for a three-year period;\nprovided, however, if at any time the Company or the Executive delivers a\nwritten notice to the other (an \"Expiration Notice\") to the effect that the\nAgreement shall expire on a date specified in the Expiration Notice that is\nthree years after the date the Expiration Notice is delivered to the Company or\nthe Executive, as the case may be, then the Term shall expire on the date\nspecified in the Expiration Notice.\n\n     3.    Position and Duties.  The Executive shall serve as the President,\nProduct Development, of the Company, shall perform substantially the same duties\nas he currently performs and shall have substantially the same authority as he\ncurrently exercises.  The Executive shall report to, and shall have such other\npowers and duties as may from time to time be delegated to him by, the Chief\nExecutive Officer or, if there is no Chief Executive Officer, the highest\nranking executive officer of the Company, or, following a Change in Control (as\ndefined below), the senior executive, board or committee established pursuant to\nthe terms of the Change of Control that is responsible for the unit or division\nof which the Company has become a part; provided that such duties are generally\nconsistent with his present duties and with the Executive's position.  The\nExecutive shall devote substantially all of his working time and efforts during\nnormal business hours to the business and affairs of the Company in\n\n \nsubstantially the same manner (both as to working time and effort) as the\nExecutive has devoted to the Company in the past; provided, that it shall not be\na violation of this Agreement for the Executive to (i) serve on corporate, civic\nor charitable boards or committees, and (ii) deliver lectures or fulfill\nspeaking engagements, so long as such activities are approved by the executive\nor body to which the Executive reports and do not interfere with the performance\nof the Executive's responsibilities as an employee of the Company in accordance\nwith 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.\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                                       2\n\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 2002, the Executive shall be granted stock options\nto purchase at least 50,000 shares of the Company's common stock during each\ncalendar year.\n\n     (d) Expenses.  During the Term, the Company, in accordance with its expense\nreimbursement policies and procedures in effect for senior management employees\nfrom time to time, shall reimburse the Executive for all reasonable expenses\nactually paid or incurred by the Executive in the course of and pursuant to the\nbusiness of the Company.\n\n     (e) Other Benefits.  The Executive shall be entitled to participate in or\nreceive benefits under any employee benefit plan or arrangement made available\ngenerally by the Company to its executives, subject to and on a basis consistent\nwith 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 during\nthe 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 \n\n                                       3\n\n \na Competing Business; provided, that the Executive may continue to hold\nCompany securities and\/or acquire, solely as an investment, shares of capital\nstock or other equity securities of any company which are publicly traded, so\nlong as the Executive does not control, acquire a controlling interest in, or\nbecome a member of a group which exercises direct or indirect control of, more\nthan five percent (5%) of any class of capital stock of such corporation. For\npurposes of this Agreement, the term \"Competing Business\" means the ownership,\noperation, management or distribution of an on-line service that provides sports\nnews, information and content and\/or that markets, sells or otherwise\ndistributes sports-related products, whether such service is accessed through\nthe Internet, a commercial on-line service or otherwise.\n\n     (b) Unauthorized Disclosure.  During the Term and for a period of two years\nfollowing any termination of this Agreement, 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; provided,\nhowever, that confidential information shall not include any information known\ngenerally to the public (other than as a result of unauthorized disclosure by\nthe Executive).  Notwithstanding the foregoing, nothing herein shall be deemed\nto restrict 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 two\nyears 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\nand any of its subsidiaries shall be entitled to an injunction issued by any\ncourt of competent jurisdiction enjoining and restraining any and all violations\nof such 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 terminate\nautomatically upon his death.\n\n                                       4\n\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\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 Executive's\nprior written consent, the occurrence of any one or more of the following: (A)\nany action by the Company which results in a material diminution in the nature\nor status of the Executive's position, authority, duties or responsibilities;\n(B) a failure by the Company to pay any amounts of Base Salary, Annual Bonus or\nother amounts payable hereunder, or to comply with its other obligations and\nagreements contained herein; (C) a failure of the Company to obtain an agreement\nfrom any successor to the Company to assume and agree to perform this Agreement,\nas contemplated in Section 10(c) hereof; (D) Executive \n\n                                       5\n\n \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 Expiration Notice or a Notice of Termination\nsatisfying the requirements of Section 2 or subsection 8(e), respectively, and\notherwise in accordance with the terms of this Agreement, and for purposes of\nthis Agreement, no such termination shall be effective. Notwithstanding anything\nin this Agreement to the contrary, Good Reason shall not be deemed to exist as a\nresult of one or more of the following: (i) changes in the nature or status of\nthe Executive's position, authority, duties or responsibilities solely as a\nresult of the Company becoming part of a unit or division of a larger entity\npursuant to or following a Change of Control; (ii) any change in the Executive's\ntitle(s), so long as the Executive's duties remain generally consistent with\nthose he presently performs; or (iii) so long as the Executive remains\nresponsible for the Company's content programming and production functions and\nfantasy sports operations, the delegation to other executives or employees of\nthe Company of other responsibilities or duties that are presently performed by\nthe Executive or may be delegated to him from time to time.\n\n   The Executive's right to terminate his employment for Good Reason shall not\nbe affected by his incapacity due to physical or mental illness, nor shall the\nExecutive's continued employment constitute consent to, or a waiver of his\nrights with respect to, any circumstances constituting Good Reason.  With\nrespect to the matters set forth in clauses (A), (B), (C) and (D), above, the\nExecutive shall give the Board thirty (30) days prior written notice of his\nintent to terminate this Agreement, and the Company shall have the right to cure\nany such breach or alleged breach within such 30-day period.\n\n   (e) Notice of Termination.  Any termination of the Executive's employment by\nthe Company or by the Executive (other than termination pursuant to Section\n8(a), above) shall be communicated by written Notice of Termination to the other\nparty hereto given in accordance with Section 12.  For purposes of this\nAgreement, a \"Notice of Termination\" shall mean a written notice which indicates\nthe specific termination provision in this Agreement relied upon and sets forth\nin reasonable detail the facts and circumstances claimed to provide a basis for\ntermination of the Executive's employment under the provision so indicated.  The\nfailure by the Executive to set forth in any Notice of Termination any fact or\ncircumstance which contributes to a showing of Good Reason shall not waive any\nright of the Executive hereunder or preclude the Executive from asserting such\nfact or circumstance 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 \n\n                                       6\n\n \n(and in such event the Company shall continue to perform its obligations\nhereunder 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\nAwards (as defined in the Company's 1997 Incentive Compensation Plan),\nincluding, but not limited to, stock options and\/or unvested restricted Company\nsecurities, held by the Executive on the Date of Termination shall continue to\nvest in accordance with the vesting schedule for such Awards then in effect, and\nupon vesting shall (x) in the case of stock options, become exercisable and (y)\nin the case of restricted Company securities, no longer be subject to forfeiture\nor any other conditions or restrictions on transfer.  Moreover, each such stock\noption that vests pursuant to the preceding sentence, 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 his\nduties hereunder as a result of incapacity due to physical or mental illness,\nthe Executive shall continue to receive his Base Salary and any Annual Bonus\nuntil the Executive's employment is terminated pursuant to Section 8(b) hereof,\nor until the Executive terminates his employment pursuant to Section 8(d)(ii)\nhereof, whichever first occurs.  If the Executive's employment is terminated by\nreason of his Disability, the Company shall pay to the Executive any unpaid\namounts of his Base Salary or Annual Bonus accrued prior to the date of such\ntermination; and upon making such payments, the Company shall have no further\nliability hereunder (other than for reimbursement for reasonable business\nexpenses incurred prior to the date of such termination pursuant to Section\n5(c)); provided, that the Executive shall also be entitled to receive any\namounts or other benefits payable pursuant to any pension or employee benefit\nplan, life insurance policy or other plan, program or policy then maintained or\nprovided by the Company in accordance with the terms thereof.  In addition, all\nunvested Awards, including but not limited to stock options and\/or unvested\nrestricted Company securities, held by the Executive on the Date of Termination\nshall continue to vest in accordance with the vesting schedule for such Awards\nthen in effect, and upon vesting shall (x) in the case of stock options, become\nexercisable and (y) in the case of restricted Company securities, no longer be\nsubject to forfeiture or any other conditions or restrictions on transfer.\nMoreover, each such stock option that vests pursuant to the preceding sentence,\ntogether with any previously vested and unexercised stock options, shall be\nexercisable in accordance with their \n\n                                       7\n\n \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. Notwithstanding anything\nin this section to the contrary, all such vesting of Awards shall discontinue\nimmediately, and any unexercised options shall terminate and be cancelled\nimmediately upon a breach by the Executive of the provisions of Section 7 hereof\nor the Executive's acceptance of employment with another entity.\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 terminates\nthe Executive's employment other than for Cause or Disability, or the Executive\nterminates his employment for Good Reason, then:\n\n          (i)  within thirty (30) days after the Date of Termination, the\nCompany shall pay the Executive an amount equal to the sum of: (i) his accrued\nbut unpaid Base Salary through the Date of Termination at the rate in effect at\nthe time Notice of Termination is given (or the Date of Termination where no\nNotice of Termination is required hereunder) and (ii) a pro rata portion of the\nmost recent Annual Bonus paid to the Executive (taking into consideration any\naccrued but unpaid Annual Bonus which is paid pursuant to this Section 9(d)(i))\nbased on the number of days elapsed in the current fiscal year prior to the Date\nof Termination, together with any accrued incentive compensation and other\namounts to which the Executive is then entitled under any plan, policy, practice\nor program of the Company at the time such payments are due; and\n\n         (ii) in lieu of any further salary, incentive compensation or other\npayments for periods subsequent to the Date of Termination, and as a severance\nbenefit to the Executive, the Company will pay to the Executive in equal bi-\nweekly installments for a period of two (2) years following the date of\ntermination an amount equal to the sum of (i) two (2) times the Executive's\nannual Base Salary in effect at the time Notice of Termination is given (or the\nDate of Termination where no Notice of Termination is required hereunder), plus\n(ii) an amount equal to the two (2) times the greater of (x) the average Annual\nBonus paid to the Executive for the prior three years or (y) the amount of the\nmost recent Annual Bonus paid to the Executive.\n\n     (e) Acceleration of Vesting; Sale of Shares.  Unless the Company terminates\nthe Executive's employment for Cause, the Executive terminates his employment\nfor other than Good Reason or the Executive's employment is terminated due to\nhis death or Disability, upon (i) termination of the Executive's employment or\n(ii) a Change of Control, all unvested Awards, including, but not limited to\nstock options and\/or restricted Company securities, held by the Executive on the\nDate of Termination shall immediately vest and upon vesting shall (x) in the\ncase of stock options, become \n\n                                       8\n\n \nexercisable and (y) in the case of restricted Company securities, no longer be\nsubject to forfeiture or any other conditions or restrictions on transfer.\nMoreover, each such stock option that is deemed vested pursuant to the preceding\nsentence, together with any previously vested and unexercised stock options,\nshall be exercisable by the Executive in accordance with their respective terms\nfor a period of one (1) year following the Date of Termination or the date of\nthe Change in Control, as the case may be, or, if earlier, until the then\nscheduled expiration date(s) of such options. The Company shall provide the\nExecutive such cooperation and assistance as may reasonably be necessary to\neffect cashless exercises of such stock options and the sale of any such\nrestricted Company security beneficially owned by the Executive at the Date of\nTermination. Furthermore, upon a Change of Control caused by CBS Broadcasting\nInc. (\"CBS\") or any of its affiliates, pursuant to the issuance of securities by\nthe Company to CBS or any affiliate thereof, becoming the \"beneficial owner\"\n(within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly\nor indirectly, of securities of the Company representing forty percent (40%) or\nmore of the combined voting power of the Company's outstanding securities\nentitled to vote generally in the election of directors (a \"CBS Change of\nControl\"), in addition to the accelerated vesting of Awards as set forth in this\nSection 9(e), the Executive shall be entitled, in the Executive's sole\ndiscretion, upon written notice to the Company within 60 days after the date of\nthe CBS Change of Control, to surrender any or all stock options then held by\nsuch Executive with an exercise price greater than the Fair Market Value\n(defined below) of the Company's common stock on the date of such CBS Change of\nControl to the Company in exchange for shares of common stock of the Company\nawarded pursuant to the Plan at an exchange rate of one share of common stock\nfor every two options surrendered. For the purposes of this Agreement, the \"Fair\nMarket Value\" of the Company's common stock as of any given date shall be (i)\nthe closing sale price per share reported on a consolidated basis for the common\nstock as listed on the Nasdaq National Market or the principal stock exchange or\nmarket on which the common stock is traded on the date as of which such value is\nbeing determined or, if there is no sale on that date, then on the last previous\nday on which a sale was reported or (ii) if the common stock is not listed on an\nexchange or market, the fair market value of the common stock as determined by\nthe Board.\n\n     For purposes of this Agreement, a \"Change in Control\" means and shall be\ndeemed 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, \n\n                                       9\n\n \nconsidered as though such person were a member of the Incumbent Board; or (iii)\nthe shareholders of the Company approve (A) a reorganization, merger or\nconsolidation with respect to which persons who were the shareholders of the\nCompany immediately prior to such reorganization, merger or consolidation do\nnot, immediately thereafter, own more than 50% of the combined voting power\nentitled to vote generally in the election of directors of the reorganized,\nmerged or consolidated company's then outstanding voting securities, (B) a\nliquidation or dissolution of the Company, or (C) the sale of all or\nsubstantially all of the assets of the Company, unless the approved\nreorganization, merger, consolidation, liquidation, dissolution or sale is\nsubsequently abandoned.\n\n     (f.) Maintenance of Benefit.  Unless the Executive is terminated for Cause,\nthe Company shall maintain in full force and effect, for the continued benefit\nof the Executive and\/or his family for two (2) years after termination for any\nreason, all employee medical, health and hospitalization plans and programs in\nwhich the Executive and\/or his family was entitled to participate in immediately\nprior to the Date of Termination provided that the continued participation of\nthe Executive and\/or his family is possible under the general terms and\nprovisions of such plans and programs.  In the event that the participation of\nthe Executive and\/or his family in any such plan or program is barred, the\nCompany shall arrange to provide the Executive and\/or his family with benefits\nsubstantially similar to those which the Executive and\/or his family would\notherwise have been entitled to receive under such plans and programs from which\nhis or their continued participation is barred.\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 in accordance with\nthe terms of this Agreement to the Executive's personal or legal representatives\nor, 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 the\nCompany and its successors and assigns.\n\n     (c) The Company will require any successor (whether direct or indirect, by\npurchase, merger, consolidation or otherwise) to all or substantially all of the\nbusiness 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 \n\n                                       10\n\n \nassets as aforesaid which executes and delivers an assumption and agreement\nprovided for in this Section 10(c) or which otherwise becomes bound by all the\nterms and provisions of this Agreement by operation of law, or otherwise.\n\n     11.  Non-exclusivity of Rights.  Nothing in this Agreement shall prevent or\nlimit 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     If to the Company:   SportsLine.com, Inc.\n                          2200 W. Cypress Creek Road\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     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 any\ncondition or provision of this Agreement shall not be deemed a waiver of such\ncondition 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                                       11\n\n \n     (d) The Company may withhold from any accounts payable under this Agreement\nall 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 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     (g) This Agreement may be executed in several counterparts, each of which\nshall be deemed to be an original, but all of which together shall constitute\none and the same instrument.\n\n \n     IN WITNESS WHEREOF, the parties have executed this Employment Agreement as\nof the date and year first above written.\n\n                                    SPORTSLINE.COM, INC.\n\n\n                                    By: \/s\/ Michael Levy\n                                       -----------------\n                                       Michael Levy\n                                       President and Chief Executive Officer\n\n\n                                     \/s\/ Peter Pezaris\n                                    ------------------\n                                    Peter Pezaris\n\n                                       12\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-39582","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\/39582","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=39582"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39582"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39582"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39582"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}