DICE INC Securities Registration Statement (S-1) Employees

The following is an excerpt from a S-1 SEC Filing, filed by DICE INC on 8/2/1999.

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Employees

As of June 30, 1999 EarthWeb had 209 full-time employees, including 70 in sales and marketing. EarthWeb's future success depends in large part on its ability to attract and retain highly qualified employees. Competition for such person- nel is intense and there can be no assurance that EarthWeb will be able to re- tain its senior management or other key personnel in the future. EarthWeb's em- ployees are not represented by any union, and EarthWeb considers its relations with its employees to be good.

Facilities

EarthWeb's headquarters are currently located in a leased facility in New York City consisting of a total of approximately 33,500 square feet of office space, the majority of which is under a ten year lease. Dice.com has an office located in Des Moines, Iowa, consisting of approximately 13,530 square feet under leases expiring beginning on October 31, 2001. MicroHouse, located in Boulder, Colorado, has an office consisting of approximately 10,000 square feet under a lease expiring February 28, 2001.

Legal Proceedings

EarthWeb is party to claims and litigation that arise in the normal course of business. Management believes that the ultimate outcome of those claims and litigation will not have a material impact on its financial position or results of operations.

Management

Directors and Executive Officers

The following sets forth certain information with respect to the directors and executive officers of EarthWeb as of June 30, 1999.

Name Age Position ------------------------------------------------------------------------------------------------------------ <C> Jack D. Hidary(1) 31 President, Chief Executive Officer and Director Murray Hidary 27 Executive Vice President, Business Development, Secretary, Treasurer and Director William Gollan 51 Senior Vice President Lloyd Linn 41 Vice President and President of EW Career Solutions, Inc., a subsidiary of EarthWeb Irene Math 37 Senior Vice President, Finance John Kleine 45 Vice President, Systems and Operations Scott Anderson 45 Vice President, Worldwide Marketing Mark Schlack 46 Vice President, Content Cary Davis(1)(2) 32 Director Henry Kressel(1)(2) 65 Director Peter Derow 59 Director

(1) Member of the Compensation committee of the Board of Directors

(2) Member of the Audit Committee of the Board of Directors

Messrs. Jack D. Hidary and Murray Hidary are brothers.

Jack D. Hidary has served as the President, Chief Executive Officer and a di- rector of EarthWeb since April 1996 and has co-managed its predecessors since January 1995. Mr. Hidary is a co-founder of EarthWeb. From November 1991 to July 1994, Mr. Hidary served as a Stanley Fellow in Clinical Neuroscience at the National Institutes of Health, where he helped establish a digital brain imaging laboratory making use of Internet, neural network and other advanced technologies. Prior to this fellowship, Mr. Hidary helped build ColumbiaNet, the online service of Columbia University, where he also studied Philosophy and Neuroscience.

Murray Hidary has been the Executive Vice President, Business Development, Sec- retary, Treasurer and a director of EarthWeb since April 1996 and has co-man- aged its predecessors since January 1995. Mr. Hidary is a co-founder of EarthWeb. Mr. Hidary studied Music and Composition at New York University.

William Gollan has been the Senior Vice President of EarthWeb since November 1997. Prior to joining EarthWeb, Mr. Gollan was a Senior Vice President of LitleNet beginning in February 1996 focusing on electronic software distribu- tion. From March 1994 to April 1996, Mr. Gollan was a Vice President, Sales and Marketing for Kurzweil Applied Intelligence. From December 1987 to March 1994, Mr. Gollan was a Managing Director of Weathervane Management Consultants. In 1990, Mr. Gollan co-founded Computer Buying World Magazine, an IDG monthly trade magazine focused on the computer distribution channel. Mr. Gollan at- tended Northeastern University.

Lloyd Linn has been the Vice President of EarthWeb and President of EW Career Solutions, Inc., a subsidiary of EarthWeb that operates the dice.com business, since February 1999. Mr. Linn was the co-founder of dice.com and co-managed dice.com since its inception in 1990. Mr. Linn has worked as a contract pro- grammer and consultant at various technical consulting companies including Cap Gemini Group. Mr. Linn studied Computer Sciences at Des Moines Area Community College.

Irene Math is the Senior Vice President, Finance of EarthWeb, and was the Vice President, Finance from November 1996 to March 1999. From June 1995 to May 1996, Ms. Math served as Corporate Controller for MCI/News Corp.'s Internet Ventures. From July 1992 to May 1995, she was a Vice President in Banking and Corporate Finance at Chemical Bank. From September 1984 to June 1992, Ms. Math held various positions at Arthur Andersen & Co. Ms. Math graduated from Lehigh University with a B.S. in Accounting and is a Certified Public Accountant.

John Kleine has been the Vice President, Systems and Operations of EarthWeb since January 1998. Prior to joining EarthWeb, Mr. Kleine served as Vice Presi- dent, Director of Business Systems from 1983 to 1997 at True North Communica- tions where he was responsible for all desktop systems, voice and data networking, data center operations and graphics

design computing. Prior to 1983, Mr. Kleine held various financial positions at Warner Communications, Inc. and Viacom International, Inc. Mr. Kleine received his B.A. in Accounting and Mathematics from Queens College.

Scott Anderson has been the Vice President, Marketing of EarthWeb since August 1998. From 1994 to July 1998, Mr. Anderson served as a Partner and Worldwide Management Supervisor at Ogilvy & Mather where he ran the global IBM Software Group account. In 1994, Mr. Anderson worked at the west coast advertising agen- cy, Suissa Miller, where he launched Crayola's software family. Prior to that, he worked at Drew Advertising where, among other accomplishments, he built the Peter Norton software brand franchise. He won the American Marketing Associa- tion's Effie award for marketing effectiveness for both the Crayola and IBM software launches. Mr. Anderson received a B.S. from Rutgers University.

Mark Schlack has been the Vice President, Content for EarthWeb since November 1998. From December 1995 to May 1998, Mr. Schlack served as Editor and later as Editor-in-Chief of BYTE Magazine, published by McGraw Hill. From June 1990 to November 1995, he held various positions at Cahners Publishing including Editor of Datamation and Editor-in-Chief of Systems Integration Business. Mr. Schlack graduated from the University of Michigan with a B.A. in Creative Writing.

Cary Davis has been a director of EarthWeb since February 1998. Mr. Davis has served with E.M. Warburg, Pincus & Co., LLC, since October 1994 and has been a Managing Director since January 1999. From August 1992 to September 1994, Mr. Davis was employed by Dell Computer Corporation, where his last position was Manager of Worldwide Desktop Marketing. Mr. Davis also serves as a director of BEA Systems, Inc. Mr. Davis holds a B.A. from Yale University and an M.B.A. from Harvard University.

Henry Kressel has been a director of EarthWeb since October 1996. Dr. Kressel has served with E.M. Warburg, Pincus & Co., LLC, an investment firm, since 1983 and has been a Managing Director since 1985. Prior to 1983, Dr. Kressel was Staff Vice President for research and development in solid state technology at the RCA Corporation. Dr. Kressel also serves as a director of Level One Commu- nications, Inc., a semi-conductor company, IA Corporation, a software develop- ment company, Nova Corporation, a credit card processing company and Covad Com- munications, an XDSL service provider. Dr. Kressel received a B.A from Yeshiva University, a Masters in Applied Physics from Harvard University, a Ph.D. in Engineering from the University of Pennsylvania and a M.B.A. from the Wharton School of Business at the University of Pennsylvania.

Peter Derow has been a director of EarthWeb since May 1999. Mr. Derow served as President and CEO of Institutional Investor, Inc. from 1988 until his retire- ment in 1997. Earlier, Mr. Derow served as Chairman and President of Newsweek, Director of The Washington Post Company, President of CBS Publishing Group, and Senior Vice President and Director of CBS, Inc. Mr. Derow holds a Bachelor of Arts degree from Harvard College and an MBA from Harvard University's Graduate School of Business Administration.

Board of Directors

EarthWeb has five directors serving on its Board of Directors. Under the terms of the certificate of incorporation and By-Laws, Peter Derow's term as director shall expire at the 2002 annual meeting of the stockholders, Murray Hidary's and Cary Davis' terms as directors shall expire at the 2000 annual meeting of the stockholders, and Jack D. Hidary's and Henry Kressel's terms as directors shall expire at the 2001 annual meeting of the stockholders.

The Board of Directors has established an Audit committee, the members of which are Henry Kressel and Cary Davis, who are nonemployee directors and a Compensa- tion committee, the members of which are Henry Kressel and Cary Davis, who are nonemployee directors, and Jack D. Hidary.

The Audit committee is responsible for recommending to the Board of Directors the engagement of the independent auditors of EarthWeb and reviewing with the independent auditors the scope and results of the audits, the internal account- ing controls of EarthWeb, audit practices and the professional services fur- nished by the independent auditors.

The Compensation committee is responsible for reviewing and approving all com- pensation arrangements for officers of EarthWeb, and is also responsible for administering or making recommendations with respect to EarthWeb's stock plans. A subcommittee of the Compensation committee consisting of Dr. Kressel and Mr. Davis administers the 1998 Stock Incentive Plan with respect to EarthWeb's of- ficers subject to Section 162(m) of the Internal Revenue Code of 1986, as amended.

The Delaware General Corporation Law provides that a company may indemnify its directors and officers as to certain liabilities. EarthWeb's certificate of in- corporation and by-laws provide for the indemnification of its directors and officers.

The effect of such provisions is to indemnify, to the fullest extent permitted by law, the directors and officers of EarthWeb against all costs, expenses and liabilities incurred by them in connection with any action, suit or proceeding in which they are involved by reason of their affiliation with EarthWeb. EarthWeb maintains directors and officers liability insurance.

EarthWeb does not currently pay any directors' fees.

Employment and Consulting Agreements

Jack D. Hidary and Murray Hidary entered into employment agreements with GNP effective January 1, 1995. Each of these employment agreements provided for an initial two-year term, which will extend automatically for additional one-year terms unless terminated by 60 days prior notice from the respective counterparty. Through an Intercompany Services Agreement dated as of October 25, 1996 among Jack D. Hidary, Murray Hidary, Nova Spivack, EarthWeb, GNP and EarthWeb LLC, which amends certain provisions of each of the employment agree- ments, each of Jack and Murray Hidary agreed to serve as an officer and em- ployee of EarthWeb as if EarthWeb were "the Company" under his employment agreement. In connection therewith, EarthWeb agreed to assume all of the obli- gations of GNP under the employment agreements, including payments of salary and other compensation. Mr. Jack D. Hidary receives an annual base salary of $180,000 per annum, subject to cost of living increases, and Mr. Murray Hidary receives an annual base salary of $165,000 per annum, subject to cost of living increases. Jack and Murray Hidary are also entitled to receive bonuses as may, from time-to-time, be awarded by the Board of Directors.

In the event either Mr. Jack D. Hidary or Mr. Murray Hidary is terminated with- out "cause" (as such term is defined in his employment agreement), each may continue to receive their respective base salary for a period of up to two years following such termination. The continued payment of his base salary is contingent upon his not disclosing EarthWeb's confidential information or com- peting with the business of EarthWeb.

EarthWeb has entered into employment agreements with William Gollan, Senior Vice President, Lloyd Linn, Vice President and President of EW Career Solu- tions, Inc., Irene Math, Senior Vice President, Finance, John Kleine, Vice President, Systems and Operations, Scott Anderson, Vice President, Worldwide Marketing and Mark Schlack, Vice President of Content. These employment con- tracts provide for base salaries ranging from $125,000 to $175,000 and commis- sions and bonuses based on both individual and overall EarthWeb performance measures.

The material terms of these employment agreements are:

(1) any dispute or controversy arising under or in connection with the em- ployment agreement (other than injunctive relief) shall be settled ex- clusively by arbitration;

(2) if an executive is terminated without cause, she/he will receive sever- ance pay between 3 and 12 months; and

(3) during the agreement and between to 3 months to 3 years after, the ex- ecutive is prohibited from competing with EarthWeb.

Benefit Plans

Stock Option Plan
EarthWeb's 1996 amended and restated stock plan was adopted by the board of di- rectors of EarthWeb in October 1996 and was subsequently ratified by the stock- holders of EarthWeb. The stock plan provides for the grant of incentive stock options and non-qualified stock options. The stock plan also provides for the issuance of stock appreciation rights and restricted stock. Directors, employ- ees and consultants of EarthWeb are eligible to receive grants under the stock plan. The stock plan authorizes 525,000 shares of common stock for issuance, subject to adjustment as set forth in the stock plan. As of May 31, 1999, op- tions relating to 385,049 shares of common stock were outstanding.

1998 Stock Incentive Plan
EarthWeb's 1998 stock incentive plan was adopted by the board of directors in November 1998 and has been approved by EarthWeb's stockholders. 2,075,000 shares of common stock have been reserved for issuance under the 1998 stock in- centive plan, plus an annual increase to be added on the first day of EarthWeb's fiscal year beginning in 2000 equal to two percent (2%) of the num- ber of shares outstanding as of such date or a lesser number of shares deter- mined by the board of directors. Up to 159,000 shares have been reserved for issuance as incentive stock options, plus an annual increase to be

added on the first day of EarthWeb's fiscal year beginning in 2000 equal to the least of (1) 400,000 shares, (2) four tenths of one percent (.4%) of the number of shares outstanding as of such date or (3) a lesser number of shares deter- mined by the board of directors. As of May 31, 1999 options relating to 344,917 shares of common stock were outstanding and approximately 1,730,083 remained available for future grants.

The purpose of the 1998 stock incentive plan is to attract and retain the best available personnel, to provide additional incentive to employees, directors and consultants of EarthWeb and to promote the success of EarthWeb's business. The 1998 stock incentive plan provides for the granting to employees of options to purchase common stock that qualify under Section 422 of the Internal Revenue Code of 1986, as amended, as "incentive stock options" and for the granting of nonstatutory stock options, stock appreciation rights, dividend equivalent rights, restricted stock, performance units, performance shares, and other eq- uity-based rights (including incentive stock options) to employees, directors and consultants of EarthWeb.

The 1998 stock incentive plan is administered by the board of directors, which shall determine the provisions, terms and conditions of each 1998 award, in- cluding, but not limited to, the 1998 award vesting schedule, repurchase provi- sions, rights of first refusal, forfeiture provisions, form of payment upon ex- ercise of the 1998 award, payment contingencies and satisfaction of any perfor- mance criteria. The Compensation committee may make recommendations to the board of directors with respect to awards under the 1998 stock incentive plan. A subcommittee of the Compensation committee will administer the 1998 stock in- centive plan for EarthWeb's officers subject to Section 162(m) of the Internal Revenue Code of 1986, as amended.

Incentive stock options are not transferable by the optionee other than by will or the laws of descent and distribution, and each incentive stock option is ex- ercisable during the lifetime of the optionee only by such optionee. Other 1998 awards shall be transferable to the extent provided in the agreement evidencing the 1998 award.

The exercise price of incentive stock options must be at least equal to the fair market value of the common stock on the date of grant, and the term of the option must not exceed ten years. With respect to an employee who owns stock possessing more than 10% of the voting power of all classes of EarthWeb's out- standing capital stock, the exercise price of any incentive stock option must equal at least 110% of the fair market value of the common stock on the grant date and the term of the option must not exceed five years. The term of other awards will be determined by the administrator of the award. The exercise price or purchase price of nonstatutory stock options will be determined by the ad- ministrator of the award, but will not be less than 100% of the fair market value of the stock unless determined by the administrator of the award, and the exercise price or purchase price, if any, of other awards will also be deter- mined by the compensation committee. The consideration to be paid for the shares of common stock upon exercise or purchase of an award will be determined by the administrator of the award and may include cash, check, promissory note, shares of common stock, or the assignment of part of the proceeds from the sale of shares acquired upon exercise or purchase of the award.

Where the award agreement permits the exercise or purchase of an award for a certain period of time following the recipient's termination of service with EarthWeb, disability, or death, such award will terminate to the extent not ex- ercised or purchased on the last day of the specified period or the last day of the original term of such award, whichever occurs first.

Unless terminated sooner, the 1998 stock incentive plan will terminate automat- ically in 2008. The board has the authority to amend, suspend or terminate the 1998 stock incentive plan subject to stockholder approval of certain amendments and provided no such action may affect awards previously granted under the 1998 stock incentive plan unless agreed to by the affected grantees.

1998 Employee Stock Purchase Plan
EarthWeb's 1998 employee stock purchase plan was approved by the board of di- rectors in November 1998 and has been approved by EarthWeb's stockholders. The stock purchase plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code in order to provide employees of EarthWeb with an opportunity to purchase common stock through payroll deductions. An aggregate of 159,000 shares of common stock has been reserved for issuance under the stock purchase plan and is available for purchase thereunder, plus an annual increase to be added on the first day of EarthWeb's fiscal year beginning in 2000 equal to the least of (1) 400,000 shares, (2) two percent (2%) of the out- standing shares on such date or (3) a lesser number of shares determined by the compensation committee, subject to adjustment in the event of a stock split, stock dividend or other similar change in the common stock or the capital structure of EarthWeb. Except for any employees (a) who, after giving effect to the grant under the stock purchase plan, would own shares and

options equal to 5% or more of the total voting power of EarthWeb's outstanding common stock, (b) whose rights under all of EarthWeb's stock purchase plans ac- crue at a rate exceeding $25,000 per year, (c) whose customary employment is 20 or fewer hours per week or 5 or fewer months per year or (d) who are subject to laws of a foreign jurisdiction that prohibit or make impracticable such employ- ee's participation in the stock purchase plan, all employees of EarthWeb are eligible to participate in the stock purchase plan.

Offer periods under the stock purchase plan are generally overlapping periods of 24 months. The initial offer period commenced on the closing date of the initial public offering. Additional offer periods will commence each February 1 and August 1. Purchase periods under the stock purchase plan are generally six month periods. The initial purchase period commenced on the closing date of the initial public offering. Additional purchase periods will commence each August 1 and February 1. Exercise dates under the stock purchase plan are the last day of each purchase period. An offer period may be shortened in the event of a merger of EarthWeb with or into another corporation, the sale of all or sub- stantially all of the assets of EarthWeb, or certain other transactions.

On the first day of each offer period, a participating employee is granted a purchase right that is a form of option to be automatically exercised on the forthcoming exercise dates within the offer period. During the offer period de- ductions are made from the pay of participants (in accordance with their autho- rizations) and credited to their accounts under the stock purchase plan. When the purchase right is exercised, the participant's withheld salary is used to purchase shares of common stock of EarthWeb. The price per share at which shares are to be purchased under the stock purchase plan during any purchase period is the lesser of the fair market value of the common stock (as defined in the stock purchase plan) on (a) the date of the grant of the option (the commencement of the offer period) or (b) the exercise date (the last day of a purchase period). The participant's purchase right is exercised in this manner on both exercise dates arising in the offer period unless, on the first day of any purchase period, the fair market value of the common stock is lower than the fair market value of the common stock on the first day of the offer period. If so, the participant's participation in the original offer period is termi- nated, and the participant is automatically enrolled in the new offer period effective the same date.

Payroll deductions may range from 1% to 15% (in whole percentage increments) of a participant's regular base pay and, in certain cases, commissions, exclusive of overtime, bonuses or shift-premiums, but not more than $21,250 per year. Participants may not make additional payments to their accounts. The maximum number of shares of common stock that any employee may purchase under the stock purchase plan during a purchase period is determined by dividing 15% of the em- ployee's regular base pay by the applicable purchase price. Certain additional limitations on the amount of common stock that may be purchased during any cal- endar year are imposed by the Internal Revenue Code.

The stock purchase plan is administered by the compensation committee, which has the authority to terminate or amend the stock purchase plan (subject to specified restrictions) and otherwise to administer the stock purchase plan and to resolve all questions relating to the administration of the stock purchase plan.

401(k) Plan
EarthWeb maintains a 401(k) retirement savings plan. All employees of EarthWeb meeting certain minimum eligibility requirements are eligible to participate in the 401(k) plan. The 401(k) plan provides that the employee may contribute up to 15% of his or her pre-tax gross compensation (but not greater than a statu- torily prescribed annual limit). The 401(k) plan permits, but does not require, additional contributions to the 401(k) plan by EarthWeb. All amounts contrib- uted by the employee participants in conformity with plan requirements and earnings on such contributions are fully vested at all times. For the year ended December 31, 1998, EarthWeb did not contribute to the 401(k) plan.

EarthWeb's wholly-owned subsidiaries, EW Career Solutions and MicroHouse, also maintain 401(k) retirement plans.

Summary of Executive Compensation

The table below sets forth information concerning the annual and long-term com- pensation for services rendered in all capacities to EarthWeb during the years ended December 31, 1997 and 1998 for: (1) the chief executive officer of EarthWeb and (2) the four other highest paid executive officers of EarthWeb in 1998.