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Employment Agreement

 

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Title:

Employment Agreement

Entities:

Abercrombie & Fitch Co.

Date:

2007

Size:

Preview shows 11KB of 61KB total

Price:

$49

ID:

#2882099

 

 

► Employment ► Employment Agreements
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EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT made this 17th day of May, 2007 (this Agreement), by and between 24/7 REAL MEDIA, INC., a Delaware corporation (the Company), and DAVID J. MOORE (the Executive).

W I T N E S S E T H:

WHEREAS, this Agreement is being entered into in connection with that certain Agreement and Plan of Merger, dated as of the date hereof (the Merger Agreement), by and among the Company, WPP Group plc a company organized under the laws of England and Wales (Parent or WPP), and TS Transaction, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub);

WHEREAS, pursuant to the Merger Agreement, Merger Sub shall merge with and into the Company with the Company surviving as the wholly-owned subsidiary of Parent, in accordance with the terms and conditions set forth therein; and

WHEREAS, the Executive is an equity holder of and employed by Company and the Company wishes to ensure the continued employment of the Executive by the Company and the Executive wishes to accept such employment, upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.             Employment

The Company agrees to employ the Executive during the Term specified in Section 2, and the Executive agrees to accept such employment, upon the terms and conditions hereinafter set forth.

2.             Term

Subject to Sections 6 and 7 below and the other terms and conditions of this Agreement, the Executives employment by the Company shall be for an initial term commencing as of the Effective Time (as defined in the Merger Agreement) and expiring on the close of business on the first anniversary of the Effective Time (the Initial Term), unless terminated earlier in accordance with this Agreement.  During the twelve-month period immediately following the Initial Term (the Second Year), unless terminated earlier in accordance with this Agreement, the term of the Executives employment by the Company shall automatically continue unless terminated by either the Company or the Executive upon at least six (6) months prior written notice of termination to the other party; it being understood that such notice may not be given prior to the expiration of the Initial Term.  After the Second Year, unless




terminated earlier in accordance with this Agreement, the term of the Executives employment by the Company shall automatically continue unless terminated by either the Company or the Executive upon at least three (3) months prior written notice of termination to the other party; it being understood that such notice may not be given prior to the expiration of the Second Year (any written notice of termination described in this Section 2 is hereinafter referred to as a Notice of Termination).  The Initial Term and the period, if any, thereafter, during which the Executives employment shall continue are collectively referred to in this Agreement as the Term.  The Company shall have the right at any time following the delivery of the Notice of Termination by the Executive to relieve the Executive of his offices, duties and responsibilities and to place him on a paid leave of absence status (with full compensation and benefits).  The effective date of the termination of the Executives employment with the Company, regardless of the reason therefor, is referred to in this Agreement as the Date of Termination.

3.             Duties and Responsibilities

(a)           During the Term, the Executive shall have the position of Chief Executive Officer of the Company and, in connection therewith, the Executive shall perform such executive duties and responsibilities commonly incident to such office as may be assigned to him from time to time by or under the authority of the Board of Directors of the Company (the Board) or the Chief Executive Officer of WPP Digital (currently Mark Read) (the Digital CEO) and, in the absence of such assignment, such duties customary to such offices as are necessary to the operations of the Company.  The Executive shall report to the Digital CEO.

(b)           The Executives employment by the Company shall be full-time and exclusive, and during the Term, the Executive agrees that he shall (i) devote all of his business time and attention, his best efforts, and all of his skill and ability to promote the interests of the Company; (ii) carry out his duties in a competent and professional manner; and (iii) work with other employees of the Company in a competent and professional manner. Notwithstanding the foregoing, during the Term the Executive shall be permitted to: (1) manage his personal investments; (2) engage in charitable or community service activities; and (3) serve as a member of the board of directors of Local Matters, Inc., Our Stage, Inc., Cartesian Income Fund, Ad-dictiontv and such other companies as may be approved by the Digital CEO; provided, however,  that such activities (individually or collectively) do not: (A) interfere, in any material respect, with the performance of the Executives duties or responsibilities under this Agreement; (B) injure the reputation, business or business relationships of the Company or any of its affiliates; or (C) constitute a violation in any respect of any of the restrictions contained in Section 8 of this Agreement.

(c)           The Executives services shall be performed at the Companys offices in New York, New York, subject to the reasonable and necessary travel requirements of Executives position and duties hereunder.

2




 

4.             Compensation

(a)           As compensation for the Executives services hereunder and in consideration of the restrictive covenants set forth in Section 8 below, during the Term, the Company shall pay the Executive, in accordance with its normal payroll practices, direct salary compensation at an annual rate of $300,000, such annual salary to be reviewed for possible increases in accordance with the Companys policy as from time to time in effect.

(b)           With respect to the 2007 calendar year, the Executive shall be entitled to the bonus arrangements set forth on Exhibit A.  With respect to periods after December 31, 2007, such bonus arrangements shall be deemed to be amended and restated by any final determination regarding the Executives compensation made by the WPP Group plc Compensation Committee. If, during the 2007 calendar year, the Search Business (as defined below) is transferred from the Company or any business or business unit is transferred into the Company, then conforming and appropriate adjustments shall be made to the 2007 bonus arrangements set forth on Exhibit A.


 

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