Delaware
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91-1718107
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(State or other jurisdiction of
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(IRS Employer
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incorporation)
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Identification No.)
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99.1 Summary of Terms of Amended and Restated Employment Agreement between William J. Ruckelshaus and InfoSpace, Inc.
INFOSPACE, INC.
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Date: June 21, 2011
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By:
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/s/ Linda Schoemaker
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Linda Schoemaker
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General Counsel and Secretary
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Exhibit No.
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Description
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EX-99.1
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Summary of Terms of Amended and Restated Employment Agreement between William J. Ruckelshaus and InfoSpace, Inc.
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Exhibit 99.1
Summary of Terms
of the
Amended and Restated Employment Agreement
The following description of the Amended and Restated Employment Agreement between William J. Ruckelshaus and InfoSpace, Inc. ("Agreement") is only a summary of the terms, does not purport to be a complete description of the Agreement, and is qualified in its entirety by reference to the Agreement, a copy of which will be attached in full as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ending on June 30, 2011. Unless otherwise defined herein, capitalized terms used in this summary are defined in the Agreement.
Title: President and Chief Executive Officer.
Term: 3 years from June 15, 2011 (the "Effective Date").
Compensation: Mr. Ruckelshaus will receive the following compensation:
Termination For Cause; Voluntary Termination: If Mr. Ruckelshaus's employment is terminated for "Cause" (as defined in the Agreement) or he voluntarily resigns, he will be entitled to any unpaid base salary and unpaid bonus earned through termination date, accrued and unused paid time off, and expense reimbursement.
Termination Without Cause/By Executive for Good Reason: If the Company terminates Mr. Ruckelshaus's employment without Cause or Mr. Ruckelshaus resigns for "Good Reason" (as defined in the Agreement), he will be entitled to:
Termination after a Significant Corporate Transaction: If, within 12 months following the consummation of a "Significant Corporate Transaction" (as defined in the Agreement), the Company terminates Mr. Ruckelshaus's employment without Cause or Mr. Ruckelshaus resigns for "Good Reason in Connection with a Significant Corporate Transaction" (as defined in the Agreement) he will be entitled to the following:
For these purposes, "Significant Corporate Transaction" means a merger, acquisition, or similar transaction (other than a Change of Control, as defined in the Agreement) with a transaction value in excess of $100,000,000.
Death: In the event of Mr. Ruckelshaus's death during the term of this agreement, his estate will be entitled to a lump sum payment equal to three months of his then-current annual base salary.
Disability: In the event that Mr. Ruckelshaus's employment is terminated due to disability, he will be entitled to a lump sum payment equal to six months of his then-current annual base salary.
280G/Parachute Excise Tax: In the event that Mr. Ruckelshaus's compensation and/or benefits constitute "excess parachute payments" under IRC 280G, those payments or benefits that are determined to be subject to any parachute excise tax under IRC 280G will be either (i) paid in full, with Mr. Ruckelshaus being responsible for the payment of any resulting parachute excise tax, or (ii) reduced by an amount necessary to prevent any portion of the payments/benefits from being characterized as "excess parachute payments," whichever approach results in a better after-tax result for Mr. Ruckelshaus.