0001193125-04-210219 Sample Contracts

CMGI, Inc. Restricted Stock Agreement Granted Under 2000 Stock Incentive Plan
Restricted Stock Agreement • December 9th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware

AGREEMENT made as of the 2nd day of August, 2004 (the “Grant Date”) between CMGI, Inc., a Delaware corporation (the “Company”), and [ ] (the “Participant”).

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CMGI, Inc. Restricted Stock Agreement Under 2000 Stock Incentive Plan
Restricted Stock Agreement • December 9th, 2004 • Cmgi Inc • Services-direct mail advertising services • Delaware

WHEREAS, in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of March 23, 2004, by and among the Company, Westwood Acquisition Corp., a wholly owned subsidiary of the Company, and Modus Media, Inc., (“Modus”), the Company established the Modus SalesLink Corporation Employee Retention Policy (the “Retention Policy”) pursuant to the Company’s 2000 Stock Incentive Plan (the “Plan”); and

SIXTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES PARTNERS III, LLC
Limited Liability Company Agreement • December 9th, 2004 • Cmgi Inc • Services-direct mail advertising services

THIS SIXTH AMENDMENT, effective as of the 3rd day of February, 2003, to the Limited Liability Company Agreement dated as of June 30, 1999 (as amended to date, the “Agreement”), of @Ventures Partners III, LLC, a Delaware limited liability company (the “LLC”), is by and among the Capital Member and all of the Managing Members of the LLC. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.

FIFTH AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF @VENTURES PARTNERS III, LLC
Limited Liability Company Agreement • December 9th, 2004 • Cmgi Inc • Services-direct mail advertising services

THIS FIFTH AMENDMENT, effective as of the 24th day of January, 2003, to the Limited Liability Company Agreement dated as of June 30, 1999 (as amended to date, the “Agreement”), of @Ventures Partners III, LLC, a Delaware limited liability company (the “LLC”), is by and among the Capital Member and the Managing Members of the LLC. Capitalized terms used herein, and not otherwise defined herein, shall have the respective meanings ascribed to them in the Agreement.

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