Exhibit 10.2(l)
January 31, 0000
Xxxx Xxxxxxx
0 Xxxxxxxxxx Xxxx
Xxxxxxxx, XX 00000
Dear Xxxx:
This letter constitutes the agreement (the "Agreement") between you and Modem
Media . Xxxxx Xxxxx, Inc. (the "Company") regarding benefits due you under
certain circumstances as described below.
1 Acceleration of Stock Options Upon. Termination. The vesting of your
Company stock options granted to you as of the date of this Agreement will be
accelerated by one year upon either of the following events:
A. The termination of your employment by you for "Good Reason" (as
defined in Section 4 below) within eighteen (18) months after a
Change of Control; or
B. The termination of your employment by the Company or its successor
(other than for "cause," as defined in Section 3 below) within
eighteen (18) months after a Change of Control.
In addition, if the effective date of any such termination of your
employment is 6 months or less from your next vesting date, an additional number
of options will vest equal to (I) the total number of options that would have
vested on your next vesting date, multiplied by (ii) a fraction, the numerator
of which equals the number of months from the date of your last vesting and the
effective date of your termination of employment, and the denominator of which
is 12.
2. Change of Control. For purposes of this Agreement, "Change of Control"
shall mean the occurrence of any of the following events: (I) the consummation
of a merger or consolidation of the Company with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; (ii) the
consummation of the sale or disposition by the Company of all or substantially
all of the Company's assets; or (iii) any person (as such term is used in
Section 13(d) of the Securities Exchange Act of 1934, as amended) becomes the
beneficial owner (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company's then outstanding
voting securities.
3. Termination for Cause. For purposes of this Agreement, "cause" shall mean
(I) your gross misconduct in the performance of your duties with the Company;
(ii) your engaging in illegal conduct (other than any misdemeanor, traffic
violation or similar misconduct) in connection with your performance of duties
for the Company; or (iii) your commission of a felony. The determination as to
whether "cause" exists shall be made by me (or such other individual who may
become your immediate supervisor).
4. Termination for Good Reason. For purposes of this Agreement, "Good Reason"
shall mean a material reduction in your compensation or/and employee benefits;
material reduction in your job responsibilities or position; or relocation of
your work location by more than fifty (50) miles.
5. Other Agreements. Except as specifically stated herein, all other terms and
conditions of prior written agreements regarding the subject of your employment
shall remain in full force and effect.
Kindly indicate your agreement to the foregoing by signing in the space provided
below.
Very truly yours,
MODEM MEDIA . XXXXX XXXXX, INC.
/s/ X.X. X'Xxxxxxx
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Xxxx Xxxxxxx
February 18, 2000
