Onemain Com Inc Sample Contracts

Onemain Com Inc – AGREEMENT AND PLAN OF MERGER (August 14th, 2000)

EXHIBIT 2.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this "AMENDMENT") is entered into this 9th day of August 2000, by and among ONEMAIN.COM, INC., a Delaware corporation ("COMPANY"), EARTHLINK, INC., a Delaware corporation ("EARTHLINK"), and OM COMBINATION, INC., a Delaware corporation and wholly-owned subsidiary of EarthLink ("COMBINATION COMPANY"), and WHEREAS, the Company, Combination Company and EarthLink entered into that certain Agreement and Plan of Merger dated as of June 7, 2000 (the "MERGER AGREEMENT"); WHEREAS, the parties desire to amend certain terms and conditions of the Merger Agreement on the terms specified herein. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements herein and in the Merger Agreement, the receipt and su

Onemain Com Inc – COMPANY PRESS RELEASE (June 16th, 2000)

1 EXHIBIT 99.1 COMPANY PRESS RELEASE EARTHLINK TO ACQUIRE ONEMAIN.COM EARTHLINK ANNOUNCES A STOCK BUY BACK OF 5 MILLION SHARES TOP 10 ISP ONEMAIN.COM ADDS APPROXIMATELY 762,000 NEW MEMBERS TO EARTHLINK ATLANTA--(BUSINESS WIRE)--June 8, 2000--EarthLink Inc. (NASDAQ:ELNK - news), today strengthened its position as the nation's second largest Internet Service Provider (ISP) by announcing a definitive agreement to acquire OneMain.com (NASDAQ:ONEM - news), one of the country's ten leading ISPs. On a combined basis, the two companies have more than 4.2 million members. The transaction expands EarthLink's national market coverage from major population centers into rural communities and smaller cities where OneMain.com has focused its operations. "Consistent with EarthLink's mission to become one of the world's leading ISPs, the acquisition of OneMain.com strategically positions EarthLink to capture market share in one

Onemain Com Inc – AGREEMENT AND PLAN OF MERGER (June 16th, 2000)

1 EXHIBIT 2.1 =============================================================================== AGREEMENT AND PLAN OF MERGER BY AND AMONG ONEMAIN.COM, INC. OM COMBINATION, INC. AND EARTHLINK, INC. JUNE 7, 2000 =============================================================================== 2 TABLE OF CONTENTS Page ---- ARTICLE I THE MERGER.......

Onemain Com Inc – FORM OF 6.75% CONVERTIBLE DEBENTURE (May 5th, 2000)

Exhibit 99.2 NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. No. [ ] $1,000,000 ONEMAIN.COM, INC. FORM OF 6.75% CONVERTIBLE DEBENTURE DUE APRIL 27, 2003 THIS DEBENTURE is one of a series of duly a

Onemain Com Inc – FORM OF WARRANT (May 5th, 2000)

Exhibit 99.3 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. ONEMAIN, INC. FORM OF WARRANT Warrant No.[ ] Dated: April 27, 2000 OneMain.com., Inc., a Delaware corporation (the "Company"), hereby certifies that, for value received, [ ] or its registered assigns ("H

Onemain Com Inc – CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (May 5th, 2000)

Exhibit 99.1 ================================================================================ CONVERTIBLE DEBENTURE PURCHASE AGREEMENT Among ONEMAIN.COM, INC. and THE INVESTORS SIGNATORY HERETO Dated as of April 27, 2000 ================================================================================ CONVERTIBLE DEBENTURE PURCHASE AGREEMENT (this "Agreement"), dated as of April 27, 2000, among OneMain.com, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each such investor is a "Purchaser" and all such investors are, collectively, the "Purchasers"). WHEREAS, subject to the terms and conditions set forth in this Agreement, the Company desires to issue and sell to the Pu

Onemain Com Inc – REGISTRATION RIGHTS AGREEMENT (May 5th, 2000)

Exhibit 99.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of April 27, 2000, among OneMain.com, Inc., a Delaware corporation (the "Company"), and the investors signatory hereto (each such investor is a "Purchaser" and all such investors are, collectively, the "Purchasers"). This Agreement is made pursuant to the Convertible Debenture Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the "Purchase Agreement"). The Company and the Purchasers hereby agree as follows: 1. Definitions Capitalized terms used and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement. As used in this Agreement, the following terms shall have the

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (February 2nd, 2000)

EXHIBIT 10.25 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of January 17, 2000, by and between ONEMAIN.COM, INC., a Delaware corporation (the "Company") and MARIAN G. O'LEARY ("Executive"). The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to Section 1(d) hereof (the "Employment Period"); provided, however, that the Employment Period shall be renewed upon the written agreement of Company and Executive. (a) Position and Duties. During the Employment Period, Executive shall serve as the Chief Financial Officer of the Company and shall have the

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (February 2nd, 2000)

EXHIBIT 10.24 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of June 7, 1999, but is effective as of the Executive's Start Date (as defined in Section 1 below), between ONEMAIN.COM, INC., a Delaware corporation (the "Company"), and MICHAEL D. READ ("Executive"). The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive accepts such employment for the period beginning as of that date which is as soon as practicable following Executive's resignation from his current employment ("Executive's Start Date") hereof and ending on the fourth anniversary of Executive's Start or upon Executive's earlier separation pursuant to Section 1(d) hereof (the "Employment Period"); provided, however, that the Employment Period shall automatically be renewed for an

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (August 16th, 1999)

Exhibit 10.1 SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of June --------- 7, 1999, but is effective as of the Executive's Start Date (as defined in Section 1 below), between ONEMAIN.COM, INC., a Delaware corporation (the --------- "Company"), and MICHAEL D. READ ("Executive"). -------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of that date which is as soon as practicable following Executive's resignation from his current employment ("Executive's Start Date") hereof and ending on the fourth ---------------------- annivers

Onemain Com Inc – AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (April 27th, 1999)

EXHIBIT 10.17 AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT This Amendment No. 1 (the "AMENDMENT") to that certain Senior Management Agreement (the "AGREEMENT") dated as of March 22, 1999 and effective as of August 19, 1998 by and between Dewey K. Shay ("EXECUTIVE") and OneMain.com, Inc., a Delaware corporation (the "COMPANY"), is entered into as of April __, 1999. WITNESSETH: WHEREAS, the Company would like to recognize Executive's significant contribution to the Company's formation and successful initial public offering; WHEREAS, the Company and Executive desire to amend the Agreement and to enter into an amendment to provide for enhanced bonus terms in connection with Executive's employment with the Company. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereto

Onemain Com Inc – FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT (April 27th, 1999)

EXHIBIT 10.7 FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT This FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT ("FIRST AMENDMENT") is entered into as of the ____ day of February, 1999, by and among ONEMAIN.COM, INC., a Delaware corporation formerly named U.S. Internet Providers, Inc. (the "ACQUIRER"), D&E SUPERNET, INC., a Delaware corporation ("TARGET"), and the SHAREHOLDERS OF TARGET listed on the signature page hereof (collectively, the "TRANSFERORS"). The Acquirer, Target and the Transferors are referred to herein individually as a "PARTY" and collectively as the "PARTIES." WHEREAS, the Parties entered into the Stock Exchange Agreement dated December 21, 1998 (the "AGREEMENT"), the Parties hereto desire to amend the Agreement. WHEREAS, Supernet Interactive Services, Inc. distributed to its three shareholders its ownership interest in D&E Supernet, Inc. and t

Onemain Com Inc – 1999 STOCK OPTION AND INCENTIVE PLAN (April 27th, 1999)

EXHIBIT 10.21 AMENDMENT NUMBER 1 TO THE ONEMAIN.COM, INC. 1999 STOCK OPTION AND INCENTIVE PLAN WHEREAS, OneMain.com, Inc. (the "Corporation") maintains the OneMain.com, Inc. 1999 Employee Stock Option and Incentive Plan (the "Plan"); WHEREAS, the Corporation desires to amend the Plan to prohibit the granting of awards under the Plan to non-employees who reside in Florida, Virginia, or Missouri so as to satisfy certain Blue Sky laws; NOW, THEREFORE, the Plan is hereby amended as follows: I. Section 6.1 is amended by the addition of the following sentence at the end of the paragraph, effective as of March 24, 1999: Notwithstanding the foregoing, a resident of Florida, Virginia, or Missouri who is not an employee of the Company or of any wholly-owned subsidiary of

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (April 27th, 1999)

Exhibit 10.9 SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- March 22, 1999, but is effective as of August 19, 1998, between ONEMAIN.COM, INC., a Delaware corporation (the "Company"), and STEPHEN E. SMITH ------- ("Executive"). --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to Section 1(d) hereof (th

Onemain Com Inc – REGISTRATION RIGHTS AGREEMENT (April 27th, 1999)

EXHIBIT 10.19 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS AGREEMENT (the "AGREEMENT") is made as of February 1, 1999, by and among OneMain.com, Inc., a Delaware corporation (the "COMPANY"), and each Person listed on the Schedule of Holders attached hereto as Exhibit A (together ------------------- --------- the "SHAREHOLDERS"). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 7 hereof. --------- RECITALS: -------- A. The Company was founded by certain Shareholders listed on Exhibit

Onemain Com Inc – 1999 EMPLOYEE STOCK PURCHASE PLAN (April 27th, 1999)

EXHIBIT 10.23 AMENDMENT NUMBER 1 TO THE ONEMAIN.COM, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN WHEREAS, OneMain.com, Inc. (the "Corporation") maintains the OneMain.com, Inc. 1999 Employee Stock Purchase Plan (the "Plan"); WHEREAS, the Corporation desires to amend the Plan to prohibit the participation of employees of less than 100% wholly-owned subsidiaries of the Corporation who reside in Missouri so as to satisfy certain Blue Sky laws; NOW, THEREFORE, the Plan is hereby amended as follows: I. Section 4 is amended by the addition of the following sentence at the end of the paragraph, effective as of March 31, 1999: Notwithstanding the foregoing, the Board shall not approve the participation of an Affiliate that employs residents of Missouri if such Affiliat

Onemain Com Inc – AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT (April 27th, 1999)

EXHIBIT 10.10 AMENDMENT NO. 1 TO SENIOR MANAGEMENT AGREEMENT This Amendment No. 1 (the "AMENDMENT") to that certain Senior Management Agreement (the "AGREEMENT") dated as of March 22, 1999 and effective as of August 19, 1998 by and between Stephen E. Smith ("EXECUTIVE") and OneMain.com, Inc., a Delaware corporation (the "COMPANY"), is entered into as of April __, 1999. WITNESSETH: WHEREAS, the Company would like to recognize Executive's significant contribution to the Company's formation and successful initial public offering; WHEREAS, the Company and Executive desire to amend the Agreement and to enter into an amendment to provide for enhanced bonus terms in connection with Executive's employment with the Company. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties he

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (April 27th, 1999)

EXHIBIT 10.16 SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- March 22, 1999, but is effective as of August 19, 1998, between ONEMAIN.COM, INC., a Delaware corporation (the "Company"), and DEWEY K. SHAY ("Executive"). ------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to Section 1(d) hereof (the "Emp

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (April 27th, 1999)

EXHIBIT 10.11 SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- March __, 1999, between ONEMAIN.COM, INC., a Delaware corporation (the "Company"), and MICHAEL C. CRABTREE ("Executive"). ------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to Section 1(c) hereof (the "Employment Period"); provided, -----------

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (April 27th, 1999)

EXHIBIT 10.12 SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- October __, 1998, between US INTERNET PROVIDERS, INC., a Delaware corporation (the "Company"), and MARTIN LYONS ("Executive"). ------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to Section 1(d) hereof (the "Employment Period"); provided, --------

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (April 27th, 1999)

EXHIBIT 10.18 SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- January 1, 1999, between US INTERNET PROVIDERS, INC., a Delaware corporation (the "Company"), and ALLON H. LEFEVER ("Executive"). ------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to Section 1(d) hereof (the "Employment Period"); provided, -

Onemain Com Inc – FIRST ADDENDUM TO STOCK EXCHANGE AGREEMENT (April 27th, 1999)

EXHIBIT 10.6 FIRST ADDENDUM TO STOCK EXCHANGE AGREEMENT This FIRST ADDENDUM TO STOCK EXCHANGE AGREEMENT ("FIRST ADDENDUM") is entered into as of February ___, 1999, by and among ONEMAIN.COM, INC., a Delaware corporation formerly named U.S. Internet Providers, Inc. (the "ACQUIRER"), JPS.NET, CORP., a California corporation ("COMPANY"), and the SHAREHOLDERS OF COMPANY listed on the signature page hereof (collectively, the "TRANSFERORS"). The Acquirer, Company and the Transferors are referred to herein individually as a "PARTY" and collectively as the "PARTIES." WHEREAS, the Parties entered into the Stock Exchange Agreement dated December 18, 1998 (the "AGREEMENT"), and the Parties hereto desire to amend the Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth, the parties do hereby agree as follo

Onemain Com Inc – AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (March 22nd, 1999)

EXHIBIT 10.14 ------------- AMENDMENT TO SENIOR MANAGEMENT AGREEMENT ---------------------------------------- THIS AMENDMENT TO THE SENIOR MANAGEMENT AGREEMENT (this "Amendment") --------- is made as of February 18, 1999, by and between ONEMAIN.COM, INC., a Delaware corporation (the "Company") and M. CRISTINA DOLAN ("Executive") (collectively, --------- the "Parties"). ------- Whereas, the Parties entered into that Senior Management Agreement (the "Agreement") dated January 1, 1999, the Parties now desire to amend the --------- Agreement as set forth below. I. The fol

Onemain Com Inc – UNDERWRITING AGREEMENT (March 22nd, 1999)

EXHIBIT 1 8,000,000 Shares OneMain.com, Inc. Common Stock ($.001 Par Value) UNDERWRITING AGREEMENT ---------------------- March ___, 1999 BT Alex. Brown Incorporated ING Baring Furman Selz LLC First Union Capital Markets Corp. Soundview Technology Group Wit Capital Corporation As Representatives of the several Underwriters c/o BT Alex. Brown Incorporated One South Street Baltimore, Maryland 21202 Ladies and Gentlemen: OneMain.com, Inc., a Delaware corporation (the "Company"), proposes to sell to the several underwriters (the "Underwriters") named in Schedule I hereto for whom you are acting as representatives (the "Representatives") an aggregate of 8,000,000 shares o

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (March 22nd, 1999)

EXHIBIT 10.16 ------------- SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- January 1, 1999, between US INTERNET PROVIDERS, INC., a Delaware corporation (the "Company"), and ALLON H. LEFEVER ("Executive"). ------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to

Onemain Com Inc – FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT (March 22nd, 1999)

EXHIBIT 10.7 ------------ FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT This FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT ("First Amendment") is entered into as of the ____ day of February, 1999, by and among ONEMAIN.COM, INC., a Delaware corporation formerly named U.S. Internet Providers, Inc. (the "Acquirer"), D&E SUPERNET, INC., a Delaware corporation ("Target"), and the SHAREHOLDERS OF TARGET listed on the signature page hereof (collectively, the "Transferors"). The Acquirer, Target and the Transferors are referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS, the Parties entered into the Stock Exchange Agreement dated December 21, 1998 (the "Agreement"), the Parties hereto desire to amend the Agreement. WHEREAS, Supernet Interactive Services, Inc. distrib

Onemain Com Inc – FIRST ADDENDUM TO STOCK EXCHANGE AGREEMENT (March 22nd, 1999)

EXHIBIT 10.6 ------------ FIRST ADDENDUM TO STOCK EXCHANGE AGREEMENT This FIRST ADDENDUM TO STOCK EXCHANGE AGREEMENT ("First Addendum") is entered into as of February ___, 1999, by and among ONEMAIN.COM, INC., a Delaware corporation formerly named U.S. Internet Providers, Inc. (the "Acquirer"), JPS.NET, CORP., a California corporation ("Company"), and the SHAREHOLDERS OF COMPANY listed on the signature page hereof (collectively, the "Transferors"). The Acquirer, Company and the Transferors are referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS, the Parties entered into the Stock Exchange Agreement dated December 18, 1998 (the "Agreement"), and the Parties hereto desire to amend the Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual co

Onemain Com Inc – AMENDMENT TO SENIOR MANAGEMENT AGREEMENT (March 22nd, 1999)

EXHIBIT 10.12 ------------- AMENDMENT TO SENIOR MANAGEMENT AGREEMENT ---------------------------------------- THIS AMENDMENT TO THE SENIOR MANAGEMENT AGREEMENT (this "Amendment") --------- is made as of February 18, 1999, by and between ONEMAIN.COM, INC., a Delaware corporation (the "Company") and MARTIN LYONS ("Executive") (collectively, the --------- "Parties"). -------- Whereas, the Parties entered into that Senior Management Agreement (the "Agreement") dated October 16, 1998, the Parties now desire to amend the --------- Agreement as set forth below. I. The following sect

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (March 22nd, 1999)

EXHIBIT 10.10 ------------- SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- March __, 1999, between ONEMAIN.COM, INC., a Delaware corporation (the "Company"), and MICHAEL C. CRABTREE ("Executive"). ------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the da

Onemain Com Inc – STOCKHOLDERS AGREEMENT (March 3rd, 1999)

EXHIBIT 9.1 STOCKHOLDERS AGREEMENT ---------------------- THIS STOCKHOLDERS AGREEMENT (this "AGREEMENT") is made as of February __, 1999, by and among ONEMAIN.COM, INC., a Delaware corporation (the "COMPANY") and the Stockholders of the Company listed on the Schedule of Holders attached hereto as Exhibit A and each other holder of Common Stock who hereafter executes --------- a Joinder Agreement agreeing to be bound by the terms hereof. (The Persons listed on Exhibit A and such additional Persons who execute Joinder Agreements --------- are referred to collectively herein as the "STOCKHOLDERS".) RECITALS --------

Onemain Com Inc – 1999 STOCK OPTION AND INCENTIVE PLAN (March 3rd, 1999)

EXHIBIT 10.18 ONEMAIN.COM, INC. 1999 STOCK OPTION AND INCENTIVE PLAN TABLE OF CONTENTS PAGE ---- 1. PURPOSE................................................................................................... 1 2. DEFINITIONS............................................................................................... 1 3. ADMINISTRATION OF THE PLAN................................................................................ 5 3.1. Board..............................................

Onemain Com Inc – FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT (March 3rd, 1999)

EXHIBIT 10.5 FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT This FIRST AMENDMENT TO THE STOCK EXCHANGE AGREEMENT ("FIRST AMENDMENT") is entered into as of the 12th day of February, 1999, by and among ONEMAIN.COM, INC., a Delaware corporation formerly named U.S. Internet Providers, Inc. (the "ACQUIRER"), UNITED STATES INTERNET, INC., a Tennessee corporation ("TARGET"), and the TRANSFERORS' REPRESENTATIVE listed on the signature page hereof (the "TRANSFERORS' REPRESENTATIVE"). The Acquirer, Target and the Transferors' Representative are referred to herein individually as a "PARTY" and collectively as the "PARTIES." WHEREAS, the Parties entered into the Stock Exchange Agreement dated December 21, 1998 (the "AGREEMENT"), the Parties hereto desire to amend the Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinaft

Onemain Com Inc – POWER OF ATTORNEY (March 3rd, 1999)

EXHIBIT 10.2 ----------- -------------------------------------------------------------------------------- SHAREHOLDER CONSENT, POWER OF ATTORNEY AND INVESTOR QUESTIONNAIRE FOR [ATTACH LABEL HERE] A SHAREHOLDER OF UNITED STATES INTERNET, INC. -------------------------------------------------------------------------------- THE SIGNATURE OF THE SHAREHOLDER LISTED ABOVE ON THE CONSENT AND POWER OF ATTOR

Onemain Com Inc – SENIOR MANAGEMENT AGREEMENT (March 3rd, 1999)

EXHIBIT 10.11 ------------- SENIOR MANAGEMENT AGREEMENT --------------------------- THIS SENIOR MANAGEMENT AGREEMENT (this "Agreement") is made as of --------- October 16, 1998, between US INTERNET PROVIDERS, INC., a Delaware corporation (the "Company"), and MARTIN LYONS ("Executive"). ------- --------- The parties hereto agree as follows: 1. Employment. The Company agrees to employ Executive and Executive ---------- accepts such employment for the period beginning as of the date hereof and ending on the third anniversary of the date hereof or upon Executive's earlier separation pursuant to Section

Onemain Com Inc – EMPLOYEE STOCK PURCHASE PLAN (March 3rd, 1999)

EXHIBIT 10.19 ONEMAIN.COM, INC. EMPLOYEE STOCK PURCHASE PLAN ---------------------------- TABLE OF CONTENTS PAGE ---- 1. SHARES SUBJECT TO THE PLAN............................................................................... 1 2. ADMINISTRATION........................................................................................... 1 3. INTERPRETATION........................................................................................... 1 4. ELIGIBLE EMPLOY