EXHIBIT 10.1(E) ASSET PURCHASE AGREEMENT By and Between MODEM MEDIA . POPPE TYSON, INC.Asset Purchase Agreement • January 28th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • Illinois
EXHIBIT 10.1(A) ADMINISTRATIVE SERVICES AGREEMENT BY AND BETWEEN TRUE NORTH COMMUNICATIONS INC.Administrative Services Agreement • January 28th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • Illinois
Exhibit 2 AMENDMENT NO. 1 TO RIGHTS AGREEMENT Amendment No. 1 (this "Amendment") dated as of July 14, 2004 to the Rights Agreement dated June 18, 2001 between MODEM MEDIA, INC., a Delaware corporation (the "Company") and EquiServe Trust Company, N.A.,...Rights Agreement • July 15th, 2004 • Modem Media Inc • Services-business services, nec • Delaware
b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a -------------------------------- condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made...Indemnification Agreement • December 23rd, 1998 • Modem Media Poppe Tyson Inc • Services-business services, nec • Delaware
amongStock Purchase Agreement • January 5th, 2001 • Modem Media Inc • Services-business services, nec • Delaware
THIS AGREEMENT is made as of May 4, 1999 by and among True North Communications Inc., a Delaware corporation ("True North"), Modem Media . Poppe ---------- Tyson, Inc., a Delaware corporation ("Modem Media"), and Gerald M. O'Connell and -----------...Stockholders Agreement • August 16th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec
RIGHTS AGREEMENTRights Agreement • June 18th, 2001 • Modem Media Inc • Services-business services, nec • Delaware
ANDOffice Lease • October 31st, 1996 • Tn Technologies Holding Inc
EXHIBIT 10.4 SUBLEASE AGREEMENT -------- --------- THIS SUBLEASE AGREEMENT ("Sublease") is made as of the 1st day of September, 1998 between BOZELL, JACOBS, KENYON & ECKHARDT, INC., a Delaware corporation ("Sublandlord"), and TN TECHNOLOGIES INC., a...Sublease Agreement • January 28th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • New York
EXHIBIT 10.5(a) AMENDED AND RESTATED EMPLOYMENT AGREEMENT Modem Media. Poppe Tyson, Inc. (formerly, TN Technologies Holding Inc.) ("Employer"), a Delaware corporation, and Gerald M. O'Connell ("Executive") enter into this Employment Agreement as of...Employment Agreement • January 28th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • Connecticut
RECITALSRegistration Rights Agreement • November 12th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • New York
Exhibit 10.2(m) EMPLOYMENT AGREEMENT -------------------- AGREEMENT made as of the 15th day of January, 2001 (the "Effective Date"), by and between, Modem Media, Inc., a Delaware corporation, with its principal offices located at 230 East Avenue,...Employment Agreement • March 28th, 2001 • Modem Media Inc • Services-business services, nec • Connecticut
Exhibit:10.13 Confidential treatment has been requested for portions of this Exhibit 10.13. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [XXXXX]. A complete version of this Exhibit...Master Services Agreement • November 12th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec
EXHIBIT 10.1(F) AGREEMENT AND PLAN OF MERGER BY AND AMONG TRUE NORTH COMMUNICATIONS INC. AND PT CONTROLLED, INC.Agreement and Plan of Merger • January 28th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • Illinois
Exhibit 99.6 STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT ("Agreement"), dated as of July 15, 2004, by and between Modem Media, Inc., a Delaware corporation (the "Seller"), and the undersigned holder of common stock, par value $0.001 per...Stockholder Voting Agreement • July 16th, 2004 • Modem Media Inc • Services-business services, nec
EXHIBIT 10.3 AFFILIATE AGREEMENT ------------------- This AFFILIATE AGREEMENT (this "Agreement") dated February __, 1999 (the "Effective Date") is by and between Modem Media . Poppe Tyson, Inc., a Delaware corporation ("Licensor") having its principal...Affiliate Agreement • January 28th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • New York
Exhibit 10.15 (b) AMENDED AND RESTATED RESELLER AGREEMENT 1. Agreement. This Agreement is made as of the Effective Date, with a term of two (2) years and subsequent terms of one (1) year, each self renewing annually unless terminated as provided in...Reseller Agreement • March 31st, 2003 • Modem Media Inc • Services-business services, nec • Connecticut
Exhibit(d)(5) MODEM MEDIA. POPPE TYSON, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN (as amended December 11, 1998) STOCK OPTION AGREEMENT - FRANCE [Home address of Optionee] Unless otherwise defined herein, the terms defined in the Amended and...Modem Media Inc • September 17th, 2001 • Services-business services, nec • New York
Exhibit 2.1 =============================================================================== AMENDED AND RESTATED ACQUISITION AGREEMENT Dated as of December 31, 1996Acquisition Agreement • January 8th, 1997 • Tn Technologies Holding Inc • Services-business services, nec • Illinois
Exhibit (d)(8) MODEM MEDIA . POPPE TYSON, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN (as amended December 11, 1998) STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Amended and Restated 1997 Stock Option Plan...Modem Media Inc • April 30th, 2001 • Services-business services, nec • New York
By and Among DIGITAS INC.Agreement and Plan of Merger • July 15th, 2004 • Modem Media Inc • Services-business services, nec • Delaware
DEMAND NOTEModem Media Poppe Tyson Inc • January 28th, 1999 • Services-business services, nec • Illinois
Exhibit 10.2(l) EMPLOYMENT AGREEMENT AGREEMENT made as of the 4th day of January 2001, by and between, Modem Media, Inc., a Delware corporation, with its principal offices located at 230 East Avenue, Norwalk, CT 06855 ("Modem Media" or the "Company")...Employment Agreement • March 28th, 2001 • Modem Media Inc • Services-business services, nec • Connecticut
EXHIBIT 10.2(e) January 31, 2000 Robert C. Allen 121 St. John's Rd Ridgefield, CT 06877 Dear Bob: This letter constitutes the agreement (the "Agreement") between you and Modem Media . Poppe Tyson, Inc. (the "Company") regarding benefits due you under...Modem Media Poppe Tyson Inc • March 15th, 2000 • Services-business services, nec
INTERCOMPANY CREDIT AGREEMENT ----------------Intercompany Credit Agreement • January 28th, 1999 • Modem Media Poppe Tyson Inc • Services-business services, nec • Illinois
EXHIBIT 10.6(b) COVENANT NOT TO COMPETE OR SOLICIT BUSINESS ------------------------------------------- TN Technologies Holding Inc., a Delaware corporation ("Buyer") and Douglas C. Ahlers ("Executive") enter into this Covenant Not To Compete or...Reorganization Agreement • December 23rd, 1998 • Modem Media Poppe Tyson Inc • Services-business services, nec • Connecticut
EXHIBIT 10.2(i) January 31, 2000 Sloane Levy 16 Village Court Wilton, CT 06897 Dear Sloane: This letter constitutes the agreement (the "Agreement") between you and Modem Media. Poppe Tyson, Inc. (the "Company") regarding benefits due you under certain...Modem Media Poppe Tyson Inc • March 15th, 2000 • Services-business services, nec
Exhibit(d)(2) MODEM MEDIA . POPPE TYSON, INC. AMENDED AND RESTATED 1997 STOCK OPTION PLAN (as amended December 11, 1998) STOCK OPTION AGREEMENT Unless otherwise defined herein, the terms defined in the Amended and Restated 1997 Stock Option Plan shall...Modem Media Inc • September 17th, 2001 • Services-business services, nec • New York
EXHIBIT 10.2(d) January 31, 2000 G. M. O'Connell 347 Nod Hill Road Wilton, CT 06897 Dear G.M.: This letter constitutes the agreement (the "Agreement") between you and Modem Media . Poppe Tyson, Inc. (the "Company") regarding benefits due you under...Modem Media Poppe Tyson Inc • March 15th, 2000 • Services-business services, nec
Exhibit 10.3 (b) SPACE SHARING AGREEMENT ----------------------- THIS SPACE SHARING AGREEMENT (this "Agreement") is dated as of December 31, 1996, and is made by and between Foote, Cone & Belding, Inc., formerly known as Foote, Cone & Belding/Honig,...Sharing Agreement • January 8th, 1997 • Tn Technologies Holding Inc • Services-business services, nec
Exhibit(d)(1) MODEM MEDIA . POPPE TYSON, INC. 1999 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT Name Unless otherwise defined herein, capitalized terms in this Stock Option Agreement (the "Agreement") shall have the meanings as defined in the Modem...Stock Option Agreement • September 17th, 2001 • Modem Media Inc • Services-business services, nec
EXHIBIT 10.13 TN TECHNOLOGIES INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of this ___ day of ____, 1996, by and between TN Technologies Inc., a Delaware corporation (the "Company"), and...Indemnification Agreement • October 31st, 1996 • Tn Technologies Holding Inc • Delaware
Exhibit 10.2(p) PERSONAL & HIGHLY CONFIDENTIAL June 1, 2004 Frank Connolly 211 Shelter Rock Road Stamford, Connecticut 06903 Dear Frank: This letter constitutes the agreement (the "Agreement") between you and Modem Media, Inc. (the "Company")...Modem Media Inc • July 30th, 2004 • Services-business services, nec
Exhibit (d)(6) MODEM MEDIA . POPPE TYSON, INC. 2000 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT [Address] Unless otherwise defined herein, capitalized terms in this Stock Option Agreement (the "Agreement") shall have the meanings as defined in the...Stock Option Agreement • April 30th, 2001 • Modem Media Inc • Services-business services, nec
EXHIBIT 2.2 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this "Agreement"), made as of December 17, 1999 by and among VIVID HOLDINGS, INC., a Delaware corporation (the "Company"), VIVID PUBLISHING INC. (d/b/a Vivid Studios), a California...Stock Purchase Agreement • February 25th, 2000 • Modem Media Poppe Tyson Inc • Services-business services, nec • New York
