{"id":39874,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-employment-agreement-women-com-networks-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-employment-agreement-women-com-networks-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-employment-agreement-women-com-networks-llc.html","title":{"rendered":"Executive Employment Agreement &#8211; Women.com Networks LLC, Women.com Networks and Marleen McDaniel"},"content":{"rendered":"<pre>\n                             WOMEN.COM NETWORKS LLC\n\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n\n        This Employment Agreement (the \"AGREEMENT\") is entered into by and\nbetween MARLEEN MCDANIEL (\"EXECUTIVE\"), WOMEN.COM NETWORKS LLC (the \"COMPANY\")\nand WOMEN.COM NETWORKS (\"WOMEN.COM\") as of this 27th day of January, 1999.\nCapitalized terms used and not defined herein shall have the meanings given to\nthem in the LLC Agreement (as hereinafter defined).\n\n        WHEREAS, the Company, Women.com and Hearst HomeArts, Inc. (\"HEARST\")\nhave entered into a Limited Liability Company Agreement of even date herewith\n(the \"LLC AGREEMENT\");\n\n        WHEREAS, Executive presently is an executive employee and shareholder of\nWomen.com and Executive has extensive knowledge with respect to the operations\nof Women.com;\n\n        WHEREAS, the LLC Agreement contemplates that Executive will become the\nPresident, Chief Executive Officer and Chairperson of the Management Committee\nof the Company pursuant to this Agreement; and\n\n        WHEREAS, the parties desire to enter into this Agreement under the terms\nand conditions contained herein;\n\n        NOW, THEREFORE, in consideration of the mutual promises and covenants\ncontained herein, it is hereby agreed by and between the parties hereto as\nfollows:\n\n        1. EMPLOYMENT. Commencing upon the Closing Date (as such term is defined\nin the LLC Agreement), Executive shall render full-time services to the Company\nas President, Chief Executive Officer and Chairperson of the Management\nCommittee of the Company for at least three (3) years from the date hereof (the\n\"TERMINATION DATE\") unless terminated earlier pursuant to paragraph 5 hereto. In\nher capacity as the President, Chief Executive Officer and Chairperson of the\nManagement Committee, Executive shall report directly to the Management\nCommittee. The Executive shall possess the responsibilities, duties, and\nauthorities that are customarily associated with such position. Executive will\ndevote her best efforts and substantially all of her business time and attention\nto the business of the Company and Women.com.\n\n        2. COMPENSATION.\n\n               (a) SALARY. Executive shall receive a salary in the amount of\n$200,000.00 per year, subject to standard payroll deductions and withholdings.\nSuch salary amount shall be reviewed from time to time as determined by the\nManagement Committee of the Company.\n\n               (b) BONUS. Executive shall be eligible to receive an annual bonus\nas set forth in EXHIBIT A hereto.\n\n               (c) ADDITIONAL BENEFITS. Executive shall be entitled to all\nbenefits for which she is eligible under the terms and conditions of the\nCompany's standard benefits programs and practices which may be in effect from\ntime to time and provided by the Company to its employees generally.\n\n               (d) OPTIONS. Executive shall be eligible to receive additional\noption grants from time to time as determined by the Management Committee of the\nCompany.\n\n\n                                       1.\n\n\n\n        3. OUTSIDE ACTIVITIES. By and in consideration of the salary and\nbenefits to be provided by the Company hereunder, except with the prior written\nconsent of the Company's Management Committee, Executive agrees that, during the\nperiod commencing with the date hereof and during the period Executive is\nentitled to Severance Benefits hereunder, she will not directly or indirectly\nthrough any person, firm or corporation engage or prepare to engage in any\nactivity in competition with the Company, make any financial investment in\n(except that Executive may own up to two percent (2%) of the shares in a\npublicly traded company which may compete with the Company) provide other\nservices to, or establish a business relationship with, a business or individual\nengaged in or preparing to engage in competition with the Company. Executive may\nengage in civic and not-for-profit activities so long as such activities do not\nbreach any provision of this Agreement or materially interfere with the\nperformance of her duties hereunder.\n\n        4. PROPRIETARY AND CONFIDENTIAL INFORMATION OBLIGATIONS. Executive\nagrees to continue to abide by her obligations pursuant to Women.com's\nProprietary Information Agreement assigned to the Company on the date hereof\n(attached hereto as EXHIBIT B), including but not limited to, the obligation to\nrefrain from using or disclosing the proprietary and confidential information of\nthe Company as an assignee of all rights, responsibilities and obligations of\nWomen.com thereto. Executive acknowledges that these obligations continue even\nafter her employment with the Company has terminated.\n\n        5. TERMINATION OF EMPLOYMENT. Executive's employment relationship with\nthe Company is at-will, and either Executive or the Company may terminate that\nemployment relationship at any time and for any reason, with or without Cause\n(as defined below in paragraph 5(c)) upon giving thirty (30) days written notice\nto the other party; provided, however, that the Company may effect an immediate\ntermination of this Agreement upon a termination for Cause. This at-will\nemployment relationship cannot be changed except in writing signed by the\nExecutive and a duly authorized officer of the Company.\n\n               (a) Should the Executive be terminated pursuant to an Involuntary\nTermination (as defined below in paragraph 5(b)) prior to the Termination Date,\nthe Executive shall receive (i) Severance Benefits (as hereinafter defined) for\nthe greater of (A) the number of months remaining until the Termination Date,\nbeginning on the date that she is effectively terminated or (B) a period of six\n(6) months, beginning on the date she is effectively terminated, (ii) all vested\noptions held by the Executive (and such vested options shall be exercisable for\nthree (3) months after the date of Executive's termination of employment) and\n(iii) all unvested options held by the Executive which would have vested had the\nExecutive been an employee of the Company through the Termination Date shall\nimmediately accelerate (the \"ACCELERATED OPTIONS') (the Accelerated Options\nshall be exercisable by the Executive for a period of three (3) months after the\ndate of Executive's termination of employment). \"SEVERANCE BENEFITS\" shall mean\n(I) the Executive's base salary as defined in paragraph 2(a), which shall be\npaid at semi-monthly intervals on the 15th and the last day of each calendar\nmonth and will be subject to all applicable withholding requirements and (II)\nbenefits as described in paragraph 2(c); provided, however, that the Company\nshall in no event be required to provide any benefits after such time as the\nExecutive becomes entitled to receive benefits of the same type from another\nemployer or recipient of Executive's services (such entitlement being determined\nwithout regard to any individual waivers or other similar arrangements).\n\n               (b) For purposes of this Agreement, \"INVOLUNTARY TERMINATION\"\nshall mean (i) the involuntary termination of Executive's employment with the\nCompany other than a termination for Cause (as defined below in paragraph 5(c)),\ndisability (as defined in paragraph 5(d)) or as a result of death or (ii)\nExecutive's voluntary resignation within sixty (60) days following (A) a\nmaterial reduction in the scope of her duties and responsibilities or the level\nof management to which she reports, (B) a reduction in the\n\n\n                                       2.\n\n\n\nlevel of her compensation (including base salary, fringe benefits and target\nbonuses under any corporate-performance based incentive program) by more than\nfifteen (15%) percent or (C) a relocation of her principal place of employment\nby more than fifty (50) miles; provided, that the Company may cure such\nreduction or relocation within ten (10) days of notice thereof. Involuntary\nTermination shall not include the termination of her employment by reason of\nretirement, death or disability.\n\n               (c) For purposes of this Agreement, Executive's employment will\nbe deemed to be terminated for \"CAUSE\" if her termination occurs for any of the\nfollowing reasons: (i) her commission of any felony, any crime involving the\nCompany, or any crime involving fraud, moral turpitude or dishonesty; (ii) any\nunauthorized use or disclosure of the Company's proprietary information or\nbreach of paragraph 3 or 4 of this Agreement; (iii) any intentional misconduct\nor gross negligence on her part which has a materially adverse effect on the\nCompany's business or reputation; or (iv) her repeated and willful failure to\nperform the duties, functions and responsibilities of her executive position\nafter a written warning from the Company. Physical or mental disability shall\nnot constitute \"CAUSE.\"\n\n               (d) For purposes of this Agreement, Executive's employment will\nbe deemed terminated for Disability if Executive becomes disabled for purposes\nof the long-term disability plan of the Company for which the Executive is\neligible, or, in the event that there is no such plan, if the Executive by ill\nhealth or other disability is unable to perform substantially and continuously\nthe duties assigned to her for more than one hundred eighty (180) consecutive or\nnon-consecutive days out of any consecutive twelve (12) month period.\n\n        6. NONSOLICITATION. During her employment with the Company and for one\n(1) year thereafter, Executive agrees that she will not, either directly or\nthrough others, solicit or attempt to solicit any employee, consultant, or\nindependent contractor of the Company to terminate his or her relationship with\nthe Company in order to become an employee, consultant, or independent\ncontractor to or for any other person or business entity.\n\n        7. GENERAL PROVISIONS.\n\n               (a) NOTICES. All notices, requests, consents, and other\ncommunications required or permitted to be given hereunder shall be in writing\nand shall be deemed to have been duly given if personally delivered or delivered\nby registered or certified mail (return receipt requested), or private overnight\nmail (delivery confirmed by such service), to the address listed below, or to\nsuch other address as either party shall designate by notice in writing to the\nother in accordance herein:\n\n        If to the Company:\n\n                      Women.com Networks LLC\n                      1820 Gateway Drive\n                      Suite 100\n                      San Mateo, CA\n                      Facsimile: (650) 378-6599\n\n        If to the Executive:\n\n                      Marleen McDaniel \n                      22536 Ravensburg Avenue \n                      Los Altos Hills, CA 94024 \n                      Facsimile:________________________\n\n\n                                       3.\n\n\n\n               (b) ENTIRE AGREEMENT. This Agreement sets forth the complete,\nfinal and exclusive embodiment of the entire agreement between Executive, the\nCompany, Women.com and Hearst with respect to the subject matter hereof. This\nAgreement is entered into without reliance upon any promise, warranty, or\nrepresentation, written or oral, other than those expressly contained herein,\nand it supersedes any other such promises, warranties, representations, or\nagreements.\n\n               (c) SEVERABILITY. The Executive acknowledges and agrees that (i)\nshe has had an opportunity to seek the advice of counsel in connection with this\nAgreement and (ii) the Restrictive Covenants (as hereinafter defined) are\nreasonable in geographical and temporal scope and in all other respects. If it\nis determined that any of the provisions of this Agreement, including, without\nlimitation, any of the Restrictive Covenants, or any part thereof, is invalid or\nunenforceable, the remainder of the provisions of this Agreement shall not\nthereby be affected and shall be given full effect, without regard to the\ninvalid portions.\n\n               (d) DURATION AND SCOPE OF COVENANTS. If any court or other\ndecision-maker of competent jurisdiction determines that any of Executive's\ncovenants contained in this Agreement, including, without limitation, any of the\nRestrictive Covenants, or any part thereof, is unenforceable because of the\nduration or geographical scope of such provision, then, after such determination\nhas become final and unappealable, the duration and scope of such provisions, as\nthe case may be, shall be reduced so that such provision becomes enforceable\nand, in its reduced form, such provision shall then be enforceable and shall be\nenforced.\n\n               (e) SPECIFIC PERFORMANCE. Executive acknowledges and agrees that\nany breach by her of any of the provisions of paragraph 3, 4 or 6 (the\n\"RESTRICTIVE COVENANTS\") would result in irreparable injury and damage for which\nmoney damages would not provide an adequate remedy. Therefore, if Executive\nbreaches, or threatens to commit a breach of, any of the provisions of\nparagraphs 3, 4 or 6, the Company and its affiliates shall have the right and\nremedy to have the Restrictive Covenants specifically enforced (without posting\nbond and without the need to prove damages) by any court having equity\njurisdiction, including, without limitation, the right to an entry against\nExecutive of restraining orders and injunctions (preliminary, mandatory,\ntemporary or permanent) against violations, threatened or actual, and whether or\nnot then continuing, of such covenants, which rights and remedies shall be in\naddition to, and not in lieu of, any other rights and remedies available to the\nCompany and its affiliates under law or equity (including, without limitation,\nthe recovery of damages).\n\n               (f) SUCCESSORS AND ASSIGNS. This Agreement shall bind the heirs,\npersonal representatives, successors, assigns, executors, and administrators of\neach party, and inure to the benefit of each party, its heirs, successors, and\nassigns.\n\n               (g) APPLICABLE LAW. This Agreement shall be deemed to have been\nentered into and shall be construed and enforced in accordance with the laws of\nthe State of California, as applied to contracts made and to be performed\nentirely within the State of California without regard to principles of the\nconflict of laws.\n\n               (h) HEADINGS. The section headings contained herein are for\nreference purposes only and shall not in any way affect the meaning or\ninterpretation of this Agreement.\n\n               (i) COUNTERPARTS. This Agreement may be executed in counterparts,\neach of which shall be deemed an original, all of which together shall\nconstitute one and the same instrument.\n\n\n                                       4.\n\n\n\n        IN WITNESS WHEREOF, the parties have duly authorized and caused this\nAgreement to be executed as of the date set forth above.\n\n\nMARLEEN MCDANIEL,                    WOMEN.COM NETWORKS LLC\nAN INDIVIDUAL\n\n\/s\/ Marleen McDaniel                 By: \/s\/ Alfred Sikes\n-------------------------------         -------------------------------\nMARLEEN MCDANIEL\n\n                                     Title: \n                                           ----------------------------\n\n                                     WOMEN.COM NETWORKS\n\n\n                                     By: _\/s\/ Michael D. Perry\n                                        -------------------------------\n\n                                     Title:   CFO\n                                           ----------------------------\n\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n                                 SIGNATURE PAGE\n\n\n\n                                    EXHIBIT A\n\n                                   BONUS PLAN\n\n\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n                                   EXHIBIT A\n\n\n\n                                    EXHIBIT B\n\n                        PROPRIETARY INFORMATION AGREEMENT\n\n\n                         EXECUTIVE EMPLOYMENT AGREEMENT\n                                   EXHIBIT B\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9354],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9539,9544],"class_list":["post-39874","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-womencom-networks-inc","corporate_contracts_industries-media__other","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39874","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=39874"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39874"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39874"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39874"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}