Lets get ready to Rumbleee....
Jonathan Fram became our President in July 1999. Prior to his employment
with us, Mr. Fram was General Manager of Bloomberg L.P.'s New Media Group
since
1996, where he was responsible for Bloomberg's Internet strategy. Prior to
that, Mr. Fram was employed as General Manager of Bloomberg's Television and
Radio Group from 1991 through 1996. From 1989 to 1991, Mr. Fram served as
the
Chief Executive Officer of FNN:PRO - Institutional Research Network, Inc.
Mr.
Fram was also employed by both Bear Stearns & Co. and Paine Webber, Inc. as
a
securities analyst and worked for IBM as a computer design engineer.
On July 2, 1999, we signed a three-year employment agreement with Jonathan
Fram, who has become our President. After the initial term, our agreement
with
Mr. Fram may be renewed annually. We will pay Mr. Fram an annual base salary
of
$350,000 and he is entitled to receive an annual bonus calculated on the
basis
of our gross revenue, which bonus could be up to $100,000. Additionally, we
granted Mr. Fram options to purchase 920,000 shares of our common stock
under
our 1999 Stock Option and Incentive Plan. Of these options, 460,000 were
granted at an exercise price of $3.33, 153,333 of which are vested and
exercisable. The options to purchase the remaining 460,000 shares were
granted at the lower of our initial public offering price or $11.00. Other
than those options vesting July 20, 1999, the remaining 766,667 options will
vest in three equal annual installments, commencing on July 20, 2000. We
also
have agreed to extend a three-year, non-recourse, 7% loan to Mr. Fram in the
amount of $1,000,000 to purchase shares of our common stock in this
offering.
Mr. Fram has agreed not sell any of his shares of our stock during the
180-day
period following the date of this prospectus. See also "Certain
Transactions--
Officer Loans."
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