EXHIBIT 10.26
EMPLOYMENT AGREEMENT
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AGREEMENT dated as of January 10, 2000 between DIGITAS INC., a Delaware
corporation (the "Company"), and XXXXXXX XXXX (the "Executive").
WHEREAS, the Company and the Executive desire to set forth in a written
agreement the terms and conditions under which the Executive will be employed by
and will render services to the Company;
NOW, THEREFORE, the Company and the Executive agree, as follows:
I . Effective Date. The Effective Date of this Agreement is the date
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first set forth above or the date upon which the Executive commences employment
with the Company, whichever is later. The date for commencement of employment
shall be January 10, 2000 or such other date as the parties shall agree.
2. Employment Period. The period beginning with the Effective Date
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during which the Company shall employ the, Executive and the Executive shall
serve the Company under this Agreement is referred to as the "Employment
Period".
3. Position and Duties. During the Employment Period, the Executive
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shall serve as Chief Financial Officer, with the duties and responsibilities
customarily assigned to such position and such other duties and responsibilities
as the Board of Directors or the Chief Executive Officer of the Company shall
from time to time assign to the Executive.
4. Full-time Position. During the Employment Period, and excluding
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any periods of vacation and sick leave to which the Executive is entitled, the
Executive shall devote his full business attention and time to the business and
affairs of the Company and shall use his best efforts to carry out such
responsibilities faithfully and efficiently. It shall not be considered a
violation of the foregoing for the Executive to (a) serve on corporate, civic or
chanitablc boards or committees, (b) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (c) manage personal
investments, so long as such activities do not materially interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement.
5. Compensation.
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(a) Base Salary. As compensation for the Executive's services hereunder
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during the Employment Period, the Company shall pay to the Executive an annual
salary (the
"Base Salary") of not less than $350,000, payable at such times and intervals as
the Company pays the base salaries of its other executive employees. The Base
Salary shall be reviewed annually during the Employment Period for possible
increase, The Base Salary shall not be reduced after any such increase, and the
term "Base Salary" shall thereafter refer to the Base Salary as so increased.
(b) Annual Bonus. In addition to the Base Salary, for each fiscal
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year ending during the Employment Period the Executive shall be eligible for an
annual bonus of (the "Annual Bonus"), in a targeted amount of between 50%
(minimum) and 100% of the annual Base Salary, the precise amount to be
determined by the Chief Executive Officer subject to approval by the
Compensation Committee of the Board. Annual bonuses are awarded for calendar
year performance and are generally paid in March of the following year, subject
to the conditions precedent that Executive is employed on that date. If the
period from the Effective Date to December 31 is less than a full year, any
Annual Bonus paid in respect of that period shall be adjusted pro rata based
upon the number of months that the Executive is employed by the Company during
such fiscal year.
(c) Signing Bonus. The Executive shall receive a one-time bonus of
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$225,000, payable within three weeks of commencing employment with the Company.
(d) Stock Options.
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(i) On or prior to the Effective Date, the Board will authorize the
grant to the Executive of options to purchase 200,000 shares of the
Company's common stock (the "Options"). The Options shall be granted
under the Company's 1999 Option Plan and shall be subject to the terms
of both the 1999 Option Plan and an Option Agreement to be executed by
the Executive in connection with the grant of the Options. The Option
Agreement shall provide, among other things, that the Options are
exercisable at a price per share of $17.50 and that the Options vest
over four years at the rate of 25% on the first anniversary of the
grant date and 611,01. on each quarter thereafter.
(ii) In addition to the stock options described above in
Section 5(d)(i), on or prior to the Effective Date, the Board will
authorize the grant to the Executive of options to purchase 100,000
shares of the Company's common stock exercisable at the offering price
of the Company's initial underwritten public offering, if and when such
offering should occur (the "IPO Options"). The IPO Options shall be
granted under the Company's then applicable Option Plan and shall be
subject to the terms of both such Option Plan and an Option Agreement
(the "IPO Option Agreement") to be executed by the Executive in
connection with the grant of the IPO Options. The IPO Option Agreement
shall provide, among other things, that the IPO Options vest over four
term at the rate of 25% on the first anniversary of the grant date and
6 1/4% on each quarter thereafter.
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(iii) Notwithstanding any other provisions of this Section, the
applicable Option Plans governing issuance of stock options to the
Executive hereunder shall provide that all stock options granted to the
Executive shall (A) immediately vest and (B) become exercisable within
ninety days after termination of employment within two years following
a Change in Control, whether by the Company without Cause or by the
Executive with Good Reason (as hereinafter defined).
(c) Benefits. During the Employment Period, the Executive shall be
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entitled to receive employee benefits (including without limitation medical,
life insurance and other welfare benefits and benefits under retirement and
savings plans), Company-provided parking and paid vacation, in each case to the
same extent as, and on the same terms and conditions as, other similarly
situated senior executives of the Company from time to time.
(f) Relocation Allowance. The Executive shall be entitled to receive an
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allowance of up to $175,000 (plus a one-time tax gross-up) to reimburse him for
relocation expenses actually incurred, such as commissions payable in connection
with the sale of his house, costs of moving personal property, charges for
temporary housing, etc., such allowance to be allocatable in the discretion of
the Executive.
(g) Expenses. The Executive shall be entitled to receive prompt
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reimbursement for all reasonable expenses incurred by the Executive during the
Employment Period in carrying out his duties under this Agreement, provided that
the Executive complies with the policies, practices and procedures of the
Company for submission of expense reports, receipts, or similar documentation of
such expenses.
6. Termination of Employment.
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(a) Termination by the Company. The Executive's employment may be
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terminated by the Company under any of the following circumstances:
(i) upon the "Disability" of the Executive, defined as the inability
of the Executive to perform his duties hereunder on a full-time basis
by reason of physical or mental incapacity, sickness or infirmity that
continues for more than 180 days or for periods aggregating more than
180 days during any period of 365 consecutive days;
(ii) for "Cause," as defined below; or
(iii) for any other reason (a termination without "Cause"),
(b) Definition of "Cause". "Cause" means and shall be limited to:
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(i) wrongful misappropriation of the funds or property of the Company;
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(ii) use of alcohol or illegal drugs interfering with the performance
of the Executive's obligations, continuing after written warning of
such actions;
(iii) admission, confession, indictment or plea bargain to, or
conviction of, a felony, or of any crime involving moral turpitude,
dishonesty, theft, unethical or unlawful conduct;
(iv) commission of any willful, intentional or grossly negligent act
which could reasonably be expected to injure the reputation, business
or business relationships of the Company or which may tend to bring the
Executive or the Company into disrepute, or the willful commission of
any act which is a breach of the Executive's fiduciary duties to the
Company;
(v) the deliberate or willful failure by the Executive (other than by
reason of the Executive's physical or mental illness, incapacity or
disability) to substantially perform his duties with the Company and
the continuation of such failure for a period of 30 days after delivery
by the Company to the Executive of Notice specifying the scope and
nature of such failure and the Company's intention to terminate the
Executive for Cause.
(vi) commission of any act which constitutes a material breach of the
policies of the Company, including but not limited to the disclosure of
any confidential information or trade secrets pertaining to the Company
or any of its clients.
For purposes of this Section, any act or failure to act of the
Executive shall not be considered "'willful" unless done or omitted to be done
by the Executive not in good faith and without reasonable belief that the
Executive's action or omission was in the best interest of the Company. The
Company shall give the Executive Notice of termination specifying which of the
foregoing provisions is applicable. The effective date of the Executive's
termination of employment with the Company (the "Date of Termination') shall be
the 30th business day after such Notice is given or such other date as the
Company and the Executive shall agree.
(c) Termination by the Executive. The Executive's employment may be
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terminated by the Executive under either of the following circumstances:
(i) for "Good Reason," as defined below; or
(ii) for any other reason (a termination without "Good Reason").
(d) Definition of "Good Reason". "Good Reason" means termination at
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the Executive's initiative:
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(i) within two years after a corporate Change in Control (as defined in
Exhibit A to this Agreement) if the Executive's title, duties, status,
reporting relationship, authority, responsibilities or compensation
have, been materially and adversely affected; or if the Executive's
principal place of employment immediately prior to the change of
control is relocated to a location more than 50 miles from such place
of employment.
(ii) after any material failure by the Company to comply with any
provision of Section 5 of this Agreement, unless such failure is
remedied by the Company within ten business days after receipt of
Notice thereof from the Executive.
The Executive shall give the Company Notice of termination specifying
which of the foregoing provisions is applicable and the factual basis therefor,
and if the Company fails to remedy such material failure, the Date of
Termination shall be the 30th business day after such Notice is given or such
other date as the Company and the Executive shall agree.
(e) Severance Benefits upon Certain Terminations. If the Executive's
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employment hereunder is terminated by the Company without Cause or by the
Executive for Good Reason, the Executive shall not be entitled to any further
compensation or benefits provided for under this Agreement except as follows:
(i) The Company shall continue to pay the Executive the Base Salary at
the rate in effect immediately before the Date of Termination (but, in
the case of a termination by the Executive for Good Reason,
disregarding any reduction thereof that was the basis for such
termination), for twelve months after the, Date of Termination,
(ii) The Company shall continue to provide the Executive with group
health benefits pursuant to COBRA (the "Group Health Benefits") for
twelve months after the Date of Termination; provided, that during any
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period when the Executive is eligible to receive any such benefits
under another employer provided plan or a government plan, the Group
Health Benefits or substitute benefits provided by the Company under
this clause may be made secondary to those provided under such other
plan;
(iii) The Company shall pay the Executive any amounts that have been
earned but not yet paid under Section 5 hereof.
(iv) In addition to the compensation or benefits described in
subsections 6(e)(i). (ii) and (iii), in the event of a termination
within two years after a corporate Change in Control, either by the
Company without Cause or by the Executive for Good Reason, (A) the
Executive shall be entitled to a one-time separation payment of
$250,000, payable within seven days after the Date of Termination and
(B) stock options previously granted to the Executive will become
vested and exercisable as described in Section 5(d)(iii).
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(vi) Receipt of severance benefits is conditioned on Executive's
execution and delivery of a separation agreement including a general
release of claims, in a form reasonably acceptable to the Company, and
on Executive's strict compliance with the Non-Competition, Non-
Solicitation and Confidentiality Agreement substantially in the form
attached hereto as Exhibit B.
(f) Additional Limitation.
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(i) Anything in this Agreement to the contrary
notwithstanding, in the event that any compensation, payment or
distribution by the Company to or for the benefit of the Executive,
whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (the "Severance Payments"), would
be subject to the excise tax imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended (the "Code"), the following provisions
shall apply:
(A) If the Severance Payments, reduced by the sum of (1) the
Excise Tax and (2) the total of the Federal, state, and local
income and employment taxes payable by the Executive on the amount
of the Severance Payments which are in excess of the Threshold
Amount, are greater than or equal to the Threshold Amount, the
Executive shall be entitled to the full benefits payable under
this Agreement.
(B) If the Threshold Amount is less than (X) the Severance
Payments, but greater than (y) the Severance Payments reduced by
the sum of (1) the Excise Tax and (2) the total of the Federal,
state, and local income and employment taxes Oil the amount of the
Severance Payments which are in excess of the Threshold Amount,
then the benefits payable under this Agreement shall be reduced
(but not below zero) to the extent necessary so that the maximum
Severance Payments shall not exceed the Threshold Amount. To the
extent that there is more am one method of reducing the payments
to bring them within the Threshold Amount, the Executive shall
determine which method shall be followed; provided that if the
Executive fails to make such determination within 45 days after
the Company has sent the Executive Notice of the need for such
reduction, the Company may determine the amount of such reduction,
in its sole discretion.
For the purposes of this Section 6(f), "Threshold Amount" shall mean
three times the Executive's "base amount" within the meaning of Section
28OG(b)(3) of the Code and the regulations promulgated thereunder less
one dollar ($1.00); and "Excise Tax" shall mean the excise tax imposed
by Section 4999 of the Code, and any interest or penalties incurred by
the Executive with respect to such excise tax.
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(ii) The determination as to which of the alternative
provisions of Section 6(f)(i) shall apply to the Executive shall be
made by PricewaterhouseCoopers LLP or any other nationally recognized
accounting firm selected by the Company (the "Accounting Firm"), which
shall provide detailed supporting calculations both to the Company and
the Executive within 15 business days of the Date of Termination, if
applicable, or at such earlier time as is reasonably requested by the
Company or the Executive. For purposes of determining which of the
alternative provisions of Section 6(f)(i) shall apply, the Executive
shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation applicable to individuals for the
calendar year in which the determination is to be made, and state and
local income taxes at the highest marginal rates of individual taxation
in the state and locality of the Executive's residence on the Date of
Termination, net of the maximum reduction in federal income taxes which
could be obtained from deduction of such state and local taxes. Any
determination by the Accounting Firm shall be binding upon the Company
and the Executive.
(g) Other Terminations. If the Executive's employment is terminated by
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reason of the Executive's death or for any other reason other than by the
Company without Cause or other than by the Executive for Good Reason, the
Executive shall not be entitled to any compensation under this Agreement other
than:
(i) Xxxx salary through the 90th day following the Date of
Termination in the case of the Executive's death, and through the Date
of Termination in all other cases,
(ii) any unpaid Annual Bonus that Executive has earned fully in
accordance with Section 5(b) above, for a fiscal year that ended before
the Date of Termination,
(iii) benefits under and subject to the terms and conditions of any
long-term disability insurance coverage in the case of termination
because of Disability, and
(iv) vested benefits, if any, required to be paid or provided by law.
7. Non-Competition, Non-Solicitation and Confidentiality Agreement.
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As a condition to his employment, on or before the Effective Date the Executive
agrees to
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execute and deliver a Non-Competition, Non-Solicitation and Confidentiality
Agreement substantially in the form attached hereto as Exhibit B.
8. No Mitigation. In no event shall the Executive be obligated to
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seek other employment or take any other action by way of mitigation of the
amounts payable to the Executive under any of the provisions of this Agreement
and, except as specifically provided in Section 6(e)(ii) (Group Health Benefits)
above, such amounts shall not be reduced, regardless of whether the Executive
obtains other employment.
9. Notices.
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(a) Each notice, demand, request, consent, report approval or
communication (hereinafter "Notice") which is or may be required to be given by
any party to the other party in connection with this Agreement shall be in
writing and given by facsimile, personal delivery, receipted delivery services,
or by certified mail, return receipt requested, prepaid and properly addressed
to the other party as shown below.
(b) Notices shall be effective on the date sent via facsimile, the date
delivered personally or by receipted delivery service, or three (3) days after
the date mailed:
If to the Company: Digitas Inc.
Prudential Tower
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxx
Facsimile: (000) 000-0000
If to the Executive: Xxxxxxx Xxxx
0 Xxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Or at the residence address
most recently filed with the Company.
(c) Each party may designate by Notice to the other a new address to
which any Notice may thereafter be given.
10. Entire Agreement. This Agreement shall constitute the entire
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agreement of the parties with respect to the subject matter hereof and shall
supersede all prior agreements whether oral or written with the Company and its
predecessor entities with respect to the subject matter hereof.
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11. Successors and Assigns.
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(a) This Agreement is personal to the Executive and shall not be
assignable by the Executive without the prior written consent of the Company.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) The Company may assign this Agreement to any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company that expressly
agrees to assume and perform this Agreement in the same, manner and to the same
extent that the Company would have been required to perform it if no such
assignment had taken place, and "Company" shall include any such successor that
assumes and agrees to perform this Agreement, by operation of law or otherwise.
12. Miscellaneous.
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(a) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without reference to
principles, of conflict of laws.
(b) This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
(d) The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.
(e) The headings contained in this Agreement are for convenience only
and in no manner shall be construed as part of this Agreement.
(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(g) When required by the context, references to "the "Company" in this
Agreement shall mean or shall include Digitas Inc., its successors and assigns
(subject to the
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provisions of Section 11(b), its predecessors and its Affiliates. Affiliates are
companies that control, that are controlled by, or are under common control with
Digitas Inc.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the day and year first above written.
/s/ Xxxxxxx Xxxx
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XXXXXXX XXXX
DIGITAS INC.
By /s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
Chief Executive Officer
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EXHIBIT A
DEFINITION OF "CHANGE IN CONTROL"
"Change in Control" shall mean any of the following:
(a) any "person," as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the "Act") (other than the
Company, any of its subsidiaries, or any trustee, fiduciary or other person or
entity holding securities under any employee benefit plan or trust of the
Company or any of its subsidiaries), together with all "affiliates" and
"associates" (as such terms are defined in Rule 12b-2 under the Act) of such
person, shall become the "beneficial owner" (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, of securities of the Company
representing twenty-five percent (25%) or more of either (A) the combined voting
power of the Company's then outstanding securities having the right to vote in
an election of the Company's Board ("Voting Securities") or (B) the then
outstanding shares of Company's common stock par value $0.01 per share ("Common
Stock") (other than as a result of an acquisition of securities directly from
the Company); or
(b) persons who, as of the Effective Date, constitute the Company's
Board (the "Incumbent Directors") cease for any reason, including, without
limitation, as a result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the Board, provided that any
person becoming a director of the Company subsequent to the Effective Date shall
be considered an Incumbent Director if such person's election was approved by or
such person was nominated for election by a vote of at least a majority of the
Incumbent Directors; but provided further, that any such person whose initial
assumption of office is in connection with an actual or threatened election
contest relating to the election of members of the Board or other actual or
threatened solicitation of proxies or consents by or on behalf of a person other
than the Board, including by reason of agreement intended to avoid or settle any
such actual or threatened contest or solicitation, shall not be considered an
Incumbent Director, or
(c) the stockholders of the Company shall approve (A) any
consolidation or merger of the Company where the stockholders of the Company,
immediately prior to the consolidation or merger, would not, immediately after
the consolidation or merger, beneficially own (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, shares representing in the
aggregate more than fifty percent (50%) of the voting shares of the Company
issuing cash or securities in the consolidation or merger (or of its ultimate
parent corporation, if any), (B) any sale, lease, exchange or other transfer (in
one, transaction or a series of transactions contemplated or arranged by any
party as a single plan) of all or substantially all of the assets of the
Company or (C) any plan or proposal for the liquidation or dissolution of the
Company.
EXHIBIT A-1
Notwithstanding the foregoing, a "Change of Control" shall not be deemed to have
occurred for purposes of the foregoing clause (a) solely as the result of an
acquisition of securities by the Company which, by reducing the number of shares
of Common Stock or other Voting Securities outstanding, increases the
proportionate number of shares beneficially owned by any person to twenty-five
percent (25%) or more of either (A) the combined voting power of all of the then
outstanding Voting Securities or (B) Common Stock; provided, however, that if
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any person referred to in this sentence shall thereafter become the beneficial
at owner of any additional shares of Voting Securities or Common Stock (other
than pursuant to a stock split, stock dividend, or similar transaction or as a
result of an acquisition of securities directly from the Company) and
immediately thereafter beneficially owns twenty-five percent (25%) or more of
either (A) the combined voting power of all of the then outstanding voting
Securities or (B) Common Stock, then a "Change of Control" shall be deemed to
have occurred for purposes of the foregoing clause (a).
EXHIBIT A-2
EXHIBIT B
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FORM OF NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY
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AGREEMENT
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THIS AGREEMENT, dated as of , by and between DIGITAS INC., a Delaware
corporation (the "Company") and XXXXXXX XXXX (the "Executive").
WHEREAS, in connection with the execution of this Agreement, the Executive
will, among other things, be granted options to purchase shares of common stock
in the Company (the "Consideration") and
WHEREAS, the Company and the Executive desire to set forth in a written
agreement certain terms and conditions with respect to the Executive's
employment with the Company from and after the receipt by the Executive of the
Consideration.
NOW, THEREFORE, Company and the Executive agree as follows:
1. Effectiveness of Agreement. The Effective Date of this Agreement is
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the date first set forth above.
2. Non-Competition, Non-Solicitation, and Confidentiality.
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(a) The Executive hereby covenants and agrees that:
(i) during the Executive's employment with the Company and for
one (1) year after termination of employment with the Company for any
reason, the Executive shall not work for any competitor of the Company
on the account of any client of the Company with whom the Executive had
a direct relationship or as to which the Executive had a significant
supervisory responsibility or otherwise was significantly involved at
any time during the two (2) years prior to such termination;
(ii) during the Executive's employment with the Company and for
six (6) months after termination of such employment for any reason, the
Executive shall not work for a competitor of the Company on the account
of any substantial competitor of any client of the Company for which
the Executive had substantial responsibility during the two-year period
prior to termination of employment and shall not work directly for such
a competitor of such a client.
(iii) during the Executive's employment with the Company and
for one (1) year after termination of employment with the Company for
any reason, the Executive shall not directly or indirectly solicit or
hire, or assist any other person in soliciting or hiring, any Executive
of the Company (as of the date of termination) or any person who, as of
the date of termination, was in the process of being recruited by the
Company or induce any such Executive to terminate his or her employment
with the Company;
EXHIBIT B-1
(iv) the Executive shall retain in strictest confidence all
confidential information of the Company and its clients learned by the
Executive during the period of his or her employment by the Company,
and shall not disclose any of such information to anyone outside the
Company, except in the course of his or her duties for the Company or
with the Company's express written consent; and
(v) for the purposes of Section 2(a)(i) and (ii), the term "work
for" shall include, without limitation, communicating with or advising,
directly or indirectly, any individuals who work on such account, or
the client of such account, with respect to any business matter
relating to such account.
(b) The covenants contained in Section 2(a) are for the benefit of the
Company and shall survive any termination of this Agreement,
(c) The Executive acknowledges and agrees that: (i) the purpose of the
foregoing covenants is to protect the goodwill, trade secrets and other
confidential information of the Company; (ii) because of the nature of the
business in which the Companys are engaged and because of the nature of the
confidential information to which the Executive has access, it would be
impractical and excessively difficult to determine the actual damages of the
Company in the event the Executive breached any of the covenants of this
Section 2; and (iii) remedies at law (such as monetary damages) for any breach
of the Executive's obligations under this Section 2 might be inadequate. The
Executive therefore agrees and consents that if he commits any breach of a
covenant under this Section 2 or threatens to commit any such breach, the
Company shall have the right (in addition to, and not in lieu of, any other
right or remedy that may be available to it) to temporary and permanent
injunctive relief from a court of competent jurisdiction, without posting any
bond or other security and without the necessity of proof of actual damage.
(d) With respect to any provision of this Section 2 finally determined
by a court of competent jurisdiction to be unenforceable, the Executive and the
Company hereby agree that such court shall have jurisdiction to reform this
Agreement or any provision hereof so that it is enforceable to the maximum
extent permitted by law, and the parties agree to abide by such court's
determination, If any of the covenants of this Section 2 are determined to be
wholly or partially unenforceable in any jurisdiction, such determination shall
not be a bar to or in any way diminish the Company's right to enforce any such
covenant in any other jurisdiction.
(e) For purposes of this Agreement, the term "Company" shall mean the
Company and its subsidiaries, predecessors, successors, assigns and Affiliates.
Affiliates are companies that control, that are controlled by, or are under
common control with Digitas Inc.
EXHIBIT B-2
3. Notices.
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(a) Each notice, demand, request, consent, report, approval or
communication (hereinafter "Notice") which is or may be required to be given by
any party to any other party in connection with this Agreement and the
transactions contemplated hereby, shall be in writing, and given by facsimile,
personal delivery, receipted delivery services, or by certified mail, return
receipt requested, prepaid and properly addressed to the party to be served as
shown below.
(b) Notices shall be effective on the date sent via facsimile, the date
delivered personally or by receipted delivery service, or three (3) days after
the date mailed.
If to the Company: Digitas Inc.
Prudential Tower
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attn: Chief Executive Officer
Facsimile: (000) 000-0000
If to the Executive: At his residence address
most recently filed with the Company
(c) Each party may designate by Notice to the other a new address to
which any Notice may thereafter be so given.
4. Entire Agreement. As of the effective date of this Agreement, this
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Agreement shall constitute the entire agreement of the parties with respect to
the subject matter hereof
5. Successors and Assigns.
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(a) This Agreement is personal to the Executive and shall not be
assignable by the Executive without the prior written consent of the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by
the Company and its successors and assigns.
6. Miscellaneous.
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(a) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without reference to
principles of conflict of laws.
(b) This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto.
EXHIBIT B-3
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
(d) The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.
(e) The headings contained in this Agreement are for convenience only
and in no manner shall be construed as part of this Agreement.
(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrumnent.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the day and year first above written.
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XXXXXXX XXXX
Three Compo Parkway
Westport, CT 06880
DIGITAS INC.
By
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Name:
Title:
EXHIBIT B-4
