Exhibit 10.1
AGREEMENT
This Agreement ("Agreement") is made and entered into as of March 25, 2002
by and between Jupiter Media Metrix, Inc. ("JMM") and Xxxxxx Xxxxxx ("Employee")
(hereinafter collectively referred to as the "Parties").
BACKGROUND
The Board of Directors of the Company has decided, in order to maximize
the value of the Company, to provide performance incentives to key executives
whose continued employment is critical to executing several proposed
transactions. The Board of Directors of the Company believes it is in the best
interests of the Company to provide such a performance incentive to Employee,
and Employee desires to receive such a performance incentive on the terms and
conditions outlined in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein set forth, and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties covenant and agree as
follows:
1) In connection with JMM's sale of the stock or assets of AdRelevance,
Inc. ("AdR"), JMM's Media Metrix business (the "Media Metrix business") and/or
Jupiter Communications, Inc. ("Jupiter"), JMM agrees to pay Employee the amounts
outlined below:
(i) If the cash proceeds to JMM resulting from the sale of the
stock or assets of AdR, the Media Metrix business and/or
Jupiter (the "Business Sales") are less than $7.25 million,
the Company shall not be obligated to make any payment to
Employee pursuant to this Agreement.
(ii) Employee shall receive a payment of $136,500 if the proceeds
from the Business Sales equal $7.25 million.
(iii) If the proceeds from the Business Sales exceed $7.25 million,
Employee shall receive an additional payment of $47,775 for
each additional million dollars of proceeds to JMM (or a
pro-rata portion thereof).
(iv) For example, by way of illustration only, in the event that
the total proceeds to JMM from the Business Sales equal $10.25
million, Employee shall receive a payment totaling $279,825.
For example, by way of illustration only, in the event that
the total proceeds to JMM from the Business Sales equal $8
million, Employee shall receive a payment totaling $172,331.
2) Any payments owed to Employee in accordance with Section 1 shall be
paid by JMM on the first regular payroll date following the receipt by JMM of
the relevant cash proceeds.
3) The parties agree that, in the event that the Business Sales are
structured so that the buyer assumes certain liabilities in exchange for a
reduced purchase price, the liability adjustments will be included in the base
for making a payment to Employee (i.e. the liability adjustments will be
equivalent to cash proceeds under Section 1). The parties shall negotiate in
good faith in determining whether a specific liability shall be included in the
calculation described in the preceding sentence.
4) By entering into this Agreement, Employee shall forfeit the right to
receive the cash severance payment set forth in Section 8(b)(i) of the
Employment Agreement dated July 12, 2002 by and between JMM and Employee.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date and year first above written.
JUPITER MEDIA METRIX, INC.
By: /s/ Xxxx Xxxxxxx
----------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
/s/ Xxxxxx Xxxxxx
-----------------
Xxxxxx Xxxxxx