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EXHIBIT 10.16
ABACUS DIRECT CORPORATION
0000 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
December 3, 1998
Xx. Xxxxxx X. Xxxxxx
c/o 0000 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxxx 00000
Dear Xxx:
This letter shall set forth our mutual understanding and agreement in
connection with certain matters relating to your employment as follows:
1. Reference is hereby made to that certain Employment Agreement (the
"Employment Agreement"), dated as of August 6, 1996, between you and Abacus
Direct Corporation (the "Company"). You and the Company hereby acknowledge and
agree that your job title set forth in Section 1(b) of the Employment Agreement
shall be changed to "President-New Markets and Chairman-Abacus Europe" and that
all references to "President and Chief Operating Officer" shall be deleted in
their entirety from the Employment Agreement and replaced with "President-New
Markets and Chairman-Abacus Europe" in lieu thereof.
2. Reference is hereby made to that certain Stock Option Agreement (the
"Option Agreement"), dated as of September 15, 1998, between you and the
Company. As you know, the Option Agreement grants the Company certain repurchase
rights which terminate in 20% increments (each such 20% increment, a "Repurchase
Share") on each anniversary of the date of grant. This shall serve to confirm
that in the event the Company terminates your Employment Agreement for any
reason other than for Cause (as defined in the Employment Agreement) prior to
September 15, 1999, the Company shall be deemed to have waived a pro rata
portion of the Repurchase Share which would have terminated on September 15,
1999, based upon the amount of time you were employed by the Company during the
12 month period ending on such date.
3. Except as expressly set forth in this letter agreement, each of the
Employment Agreement and the Option Agreement shall remain in full force and
effect as the same was in effect immediately prior to the date of this letter
agreement.
Kindly indicate your agreement with the foregoing by signing in the
space marked "ACKNOWLEDGED AND AGREED" below.
ABACUS DIRECT CORPORATION
By: /s/ XXXXXX XXXX
----------------------------
Name: Xxxxxx Xxxx
Title: CFO
ACKNOWLEDGED AND AGREED:
/s/ XXXXXX X. XXXXXX
----------------------------
Xxxxxx X. Xxxxxx
