EXHIBIT 10.2(i)
January 31, 2000
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Dear ▇▇▇▇▇▇:
This letter constitutes the agreement (the "Agreement") between
you and Modem Media. ▇▇▇▇▇ ▇▇▇▇▇, Inc. (the "Company") regarding benefits
due you under certain circumstances as described below.
1. Acceleration of May 17 Stock Options Upon Termination. The
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vesting of your Company stock options granted to you on May 17, 1999 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 5 below) within eighteen (18) months
after a "Change of Control" (as defined in Section 3 below); or
B. The termination of your employment by the Company
or its successor (other than for "Cause," as defined in Section 4 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. Acceleration of December Stock Options Upon Termination. The
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vesting of your Company stock options granted to you on December 6, 1999
will be fully accelerated upon either of the following events:
A. The termination of your employment by you for Good Reason
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") within eighteen (18) months after a
Change of Control.
3. Change of Control. For purposes of this Agreement, "Change
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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.
4. Termination for Cause. For purposes of this Agreement,
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"Cause" shall mean (i) your gross misconduct in the performance of your
duties for 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).
5. Termination for Good Reason. For purposes of this Agreement,
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"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.
6. Non-Compete. In consideration of the agreements set forth
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above, you agree to the following:
A. You agree not to engage in any "Competitive Activity"
during a period of one-year following the termination of your employment or
your voluntary resignation from employment. For purposes of this Agreement,
Competitive Activity shall mean (i) the provision of services similar to
those provided by the Company, other than on the Company's behalf, to any
Client for whom the Company performed substantial services during the two-
year period immediately preceding the termination of your employment or
your voluntary resignation; (ii) the solicitation or inducement of any
employee to leave the employ of the Company or the hiring of any such
employee; or (iii) the request or advisement to any Client of the Company
to withdraw, curtail or cancel its business with the Company.
B. As used in this Agreement the term "Client" shall also
include any prospective client to whom a presentation (or similar offering
of services) has been made by the Company during the one-year period
immediately preceding the termination of you employment or your voluntary
resignation, in any case in which you
have had access to Confidential Information concerning such prospective
client or such presentation.
7. Other Agreements. Except as specifically stated herein, all
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other terms and conditions of prior written agreements regarding the
subject of your employment, including that certain letter dated April 19,
1999, 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 . ▇▇▇▇▇ ▇▇▇▇▇, INC.
By:____________________________
Name:
Title:
ACCEPTED AND AGREED:
By:____________________________
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Date:__________________________
