CONFIDENTIAL
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT is executed by U. S. Interactive,
Inc. (hereinafter referred to as "USI") and Xxxxxxx Xxxxxxxxx (hereinafter
referred to as "Xxxxxxxxx").
WITNESSETH:
WHEREAS, Xxxxxxxxx is currently an employee and a director and
President of USI; and
WHEREAS, Xxxxxxxxx has agreed to resign from his employment
with USI, and from his office of President and as a Director, and USI has agreed
to accept Xxxxxxxxx'x resignations;
WHEREAS, USI is preparing to effect its initial underwritten
public offering of its common stock (the "Offering");
WHEREAS, USI intends to register shares of its common stock
under the Securities Act of 1933 (the "Securities Act") for sale in the
Offering; and
WHEREAS, Xxxxxxxxx desires to sell certain of his shares of
USI common stock in the Offering;
NOW THEREFORE, in consideration of the obligations of the
parties hereto, and other consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Resignation. USI and Xxxxxxxxx hereby agree that as of this
date Xxxxxxxxx is no longer employed by USI and that Xxxxxxxxx does hereby
resign as of this date from all officer positions and director positions of USI
and all USI affiliates.
2. Severance Compensation: USI shall pay to Xxxxxxxxx the sum
of One Hundred Thirty one Thousand Two Hundred Fifty Dollars ($131,250). This
sum will be paid in equal periodic payments throughout the next nine (9) months,
in accordance with USI's normal payroll disbursements, or at such earlier times
at the discretion of USI. These payments are to be made irrespective of any
other employment Xxxxxxxxx may obtain. USI will make state and federal tax
deductions, social security deductions, and all other appropriate deductions
from these severance payments and any other payments hereunder. If Xxxxxxxxx
breaches any material obligation set forth in this document or in the agreements
referred to in Section 6, and if such breach is curable and is not cured within
ten (10) days after Xxxxxxxxx is aware of such breach or receives notice of such
breach, whichever is earlier, all payments set forth in this section and the
benefits and insurance coverages set forth in Section 5 will immediately
terminate.
3. Vacation Compensation: USI and Xxxxxxxxx agree that
Xxxxxxxxx has no accrued, unused vacation.
4. Stock Options: Xxxxxxxxx may exercise his 51,948 currently
vested options for shares of USI stock during the period of ninety (90) days
immediately after the date hereof. All options for shares not vested as of this
date (11,103 exercisable on 1/1/00) are deemed to be vested immediately upon
execution by Xxxxxxxxx and USI of this Agreement and are exercisable for a
period of ninety (90) days immediately after the date hereof. The 51,948 options
and the 11,103 options are hereinafter referred to as the "Vested Options".
Xxxxxxxxx must exercise the Vested Options in accordance with the Amended and
Restated 1997 U.S. Interactive Stock Option Plan and the Option Agreement dated
June 15, 1998. USI and Xxxxxxxxx acknowledge that upon execution by Xxxxxxxxx
and USI of this Agreement that Xxxxxxxxx has 63,051 Vested Options at an
exercise price of $3.85 per option.
1
5. Insurance and Other Benefits: USI will continue at USI's
sole expense the existing coverage of Xxxxxxxxx and his family (to the extent
applicable) for health, life, disability and dental care for a period of nine
(9) months after the date hereof. Thereafter, Xxxxxxxxx will be eligible to
continue his coverage in accordance with applicable law. USI will provide
Xxxxxxxxx information regarding his eligibility for such benefits and his
obligations pursuant to applicable law including, without limitation, COBRA.
Xxxxxxxxx understands and agrees that following the nine (9) month period, he
will be solely responsible for making any applicable premium payments. USI shall
reimburse Xxxxxxxxx for auto expenses up to a maximum of $500 per month, in
accordance with the reimbursement practices of USI until final payment of the
severance compensation set forth in Section 2.
6. Existing Agreements. Xxxxxxxxx does hereby affirm his
obligations under and agrees that he remains subject to (i) the Employee
Non-Disclosure, Assignment of Developments, Non-Solicitation and Non-Competition
Agreement executed by him on June 28, 1996, as modified by Exhibit A attached
hereto; (ii) the Second Amended and Restated Investors' Rights Agreement dated
as of March 12, 1999; and (iii) the Second Amended and Restated Stockholders'
Agreement (individually, as a voting trustee, and in a custodial capacity) dated
as of March 12, 1999.
7. Release. Except for the obligations of USI set forth in
this Agreement, Xxxxxxxxx does hereby remise, release and forever discharge USI,
and each of USI's past and present divisions, subsidiaries, parents,
predecessors, and, in a corporate capacity and as an individual, each of USI's
past and present directors, officers, shareholders, agents and employees (except
with respect to the obligations of USI under this Agreement, the Amended and
Restated 1997 U.S. Interactive Stock Option Plan and any option agreements, the
Employee Non-Disclosure, Assignment of Developments, Non-Solicitation and
Non-Competition Agreement executed by Xxxxxxxxx on June 28, 1996, as modified by
Exhibit A attached hereto, the Second Amended and Restated Stockholders'
Agreement (individually, as a voting trustee, and in a custodial capacity) dated
as of March 12, 1999 as amended from time to time), and USI does hereby remise,
release and forever discharge Xxxxxxxxx (except with respect to the obligations
of Xxxxxxxxx under: this Agreement; the Amended and Restated 1997 U.S.
Interactive Stock Option Plan and any option agreements; the Employee
Non-Disclosure, Assignment of Developments, Non-Solicitation and Non-Competition
Agreement executed by Xxxxxxxxx on June 28, 1996 , as modified by Exhibit A
attached hereto; the Second Amended and Restated Investors' Rights Agreement
dated as of March 12, 1999, as amended from time to time, and the Second Amended
and Restated Stockholders' Agreement (individually, as a voting trustee, and in
a custodial capacity) dated as of March 12, 1999 as amended from time to time),
from any and all manner of actions, causes of action, suits, debts, accounts,
contracts, agreements, controversies, which Xxxxxxxxx (in the case of USI) and
USI (in the case of Xxxxxxxxx) ever had, now has, or hereafter can, shall or may
have for, upon or by reason of any act, transaction, practice, conduct, matter,
cause or thing of any kind whatsoever that arose or occurred prior to the date
hereof, whether or not now known, including but not limited to any action, cause
of action, suit, debt, account, contract, agreement, controversy, judgment,
damage, claim, liability and demand of any nature whatsoever, arising out of,
relating to or based upon, in whole or in part:
2
(a) Xxxxxxxxx' employment with USI and any
compensation arrangements related thereto, including vacation, sick time, and
any options (excluding the Vested Options) granted or to be granted to Xxxxxxxxx
by USI;
(b) Any act, transaction, practice or conduct arising
or occurring prior to the date hereof, which is actionable, or claimed to be
actionable, under any statutory or common law of the United States or any state
thereof;
(c) Any effect which existed or occurred, or
presently exists, or may in the future exist or occur, as a result of any act,
transaction, practice or conduct that occurred prior to the date hereof;
(d) All claims arising from or during Xxxxxxxxx'x
employment by USI or as a result of the termination of Xxxxxxxxx'x employment,
and all claims arising under federal, state or local laws or regulations
prohibiting employment discrimination based upon age, race, sex, religion,
handicap, disability, national origin or any other protected characteristic,
including, but not limited to, any and all claims arising under the laws of the
Commonwealth of Pennsylvania , the State of New Jersey, and the laws of the
State of Delaware, the Age Discrimination in Employment Act, the Fair Labor
Standards Act, Title VII of the Civil Rights Act of 1964, The Civil Rights Act
of 1991, the Employee Retirement Income Security Act ("ERISA"), and/or claims
growing out of any legal restrictions, expressed or implied, on USI's right to
control or terminate the employment of its employees; and
(e) Any other act, transaction, practice or conduct
whatever that occurred prior to the date hereof, whether or not Xxxxxxxxx or USI
presently has knowledge of the acts, transactions, practices, conduct or other
matters covered herein (all of the foregoing, hereinafter "Claims").
Exclusions. Notwithstanding the foregoing, nothing in this Severance
Agreement shall operate, or shall be construed or interpreted, as a release,
acquittal, discharge or waiver of any of the following, and none of the
following shall be included in the claims that are the subject of the release
contained in this Severance Agreement:
a. Such rights of Xxxxxxxxx which are unconditionally
vested in him as of the date hereof under the terms of the employee welfare
benefit plans of USI (medical, dental and disability insurance plans, life
insurance, and 401(k) plan), Xxxxxxxxx hereby acknowledging that all such rights
shall be provided only in accordance with, and subject to, the terms and
provisions of the relevant plans as in effect from time to time which are
applicable to Xxxxxxxxx.
b. The right of Xxxxxxxxx and his dependents to the
continuation of health care coverage for nine (9) months as specified in Section
5 hereof, and subject to, applicable law, including, without limitation, COBRA,
of which Xxxxxxxxx understands he will be notified after the date hereof.
Xxxxxxxxx hereby acknowledges that such rights are subject to Xxxxxxxxx'x timely
exercise and that all payments subsequent to such nine (9) month severance
period for any such continued health care coverage will be paid by him.
x. Xxxxxxxxx'x right to reimbursement of business
expenses incurred through the date hereof, in accordance with and subject to the
normal reimbursement procedures of USI, provided that in order for a request to
be eligible for reimbursement it must be submitted on or before forty-five (45)
days after the date hereof.
3
d. Any right which Xxxxxxxxx now has or may have to
claim indemnity (including advancement of expenses) for liabilities in
connection with his activities as a director, officer or employee of USI
pursuant to the terms of any applicable statute, under any insurance policy, or
pursuant to the certificate of incorporation or bylaws of USI.
Xxxxxxxxx hereby confirms that: (a) his execution of the release
contained in this Severance Agreement is a material inducement to USI for
entering into this Severance Agreement and making the payments at the time
called for herein; (b) Xxxxxxxxx has had the opportunity to consult, and has in
fact consulted with legal counsel, concerning this Severance Agreement; (c) no
statements, representations or promises have been made to Xxxxxxxxx, or relied
upon by Xxxxxxxxx, in executing this Severance Agreement.
8. Covenant Not to Xxx. Except for the obligations of USI set
forth in this Agreement,, Xxxxxxxxx covenants and agrees not to commence or
prosecute any action or proceeding against USI or any of USI's past or present
divisions, subsidiaries, parents, predecessors, or, in a corporate capacity or
as an individual, any of USI's past or present directors, officers,
shareholders, agents, or employees, or to assert against USI or any of USI's
past or present divisions, subsidiaries, parents, predecessors, or, in a
corporate capacity or as an individual, any of USI's past or present directors,
officers, shareholders, agents or employees in any action or proceeding any
matter whether or not now known, based upon any act, transaction, practice or
conduct of USI or any of USI's past or present divisions, subsidiaries, parents,
predecessors, or, in a corporate capacity or as an individual, any of USI's past
or present directors, officers, shareholders, agents or employees, that occurred
prior to the date hereof.
9. References. If inquiries are made to USI from prospective
employers of Xxxxxxxxx or from any other person or entity, the inquiries
(whether written or oral) will be referred to Xx. Xxxxxx or another executive
mutually agreed upon by Xxxxxxxxx and USI, and Xx. Xxxxxx or the other executive
will provide only the information contained on Exhibit B attached hereto. If
authorized by Xxxxxxxxx in writing in advance, USI also will provide a
prospective employer any other information mutually agreed upon by Xxxxxxxxx and
USI.
10. Non-Disparagement: Xxxxxxxxx agrees that he will not
disparage or defame USI and/or its current or former directors, officers,
shareholders, and employees, and USI agrees not to, and shall cause its
directors, officers and employees not to, disparage or defame Xxxxxxxxx.
11. Return of USI Property: Xxxxxxxxx agrees that as of the
execution of this Severance Agreement, he has returned to USI any and all USI
property currently in his possession, including, but not limited to, any USI
keys, access cards, credit cards, computer equipment, computer tapes and
diskettes, documents, manuals, client information, and any other information in
either printed or electronic formats which he obtained as a result of or in
connection with his employment by USI, with the exception of the items of
personal property and computer equipment specified on Exhibit C attached hereto,
which shall be Xxxxxxxxx'x property.
12. Special Provisions: USI agrees to xxxxx Xxxxxxxxx the
following:
4
x Xxxxxxxxx'x current phone extension and voicemail (to be used
without reference to USI) during the nine (9) month period
defined in Section 2.
o During the nine (9) month period, USI's Email account for
Xxxxxxxxx will be maintained or at Xxxxxxxxx'x option
Xxxxxxxxx'x current USI Email address will be directed to the
following Email address: ----------------.
o At the request of Xxxxxxxxx, in office storage of Xxxxxxxxx'x
office furniture including those items specified on Exhibit C
for the nine (9) month period defined in Section 2. USI shall
be responsible for the first five hundred dollars ($500) for
moving the furniture off the USI premises, and Xxxxxxxxx will
be responsible for any amounts in excess of five hundred
dollars ($500).
o Allowance of two hundred dollars ($200) per month for a period
of nine months for office expenses of Xxxxxxxxx.
o Administrative support, not to exceed four hours per week, for
a period of three months.
o A waiver of USI's right to purchase Xxxxxxxxx'x shares of
stock of USI pursuant to Section 3.5(a) of the Second Amended
and Restated Stockholders' Agreement dated March 12, 1999 in
the event of Xxxxxxxxx'x death.
o USI shall not object to the transfer of shares by Xxxxxxxxx to
his children, other donees, trust(s) or a family limited
partnership provided the customary and usual joinders are
executed and Xxxxxxxxx retains voting control of such shares
until consummation of the Offering.
o In any history of USI, USI will specifically refer to
Xxxxxxxxx by name as a co-founder to the extent it refers to
any of the other co-founders.
o USI will allocate 2,500 shares of "friends and family" stock
to persons (other than Xxxxxxxxx) designated by Xxxxxxxxx in
the Offering.
13. Confidentiality: The parties hereto agree that it is the
intent of the parties to maintain the complete confidentiality of this Severance
Agreement and the negotiations leading to this Severance Agreement. Therefore,
the parties agree that they will not publicize, and will take all prudent steps
to ensure the confidentiality of this Severance Agreement. The only comment the
parties will make about Xxxxxxxxx'x resignation from USI is detailed in the
attached Exhibit B, that he resigned voluntarily, and that all matters relating
to his employment with USI have been resolved to the mutual satisfaction of the
parties. Notwithstanding the terms of this Section, Xxxxxxxxx will be entitled
to disclose the terms of this Severance Agreement as may be required by law ,and
to his lawyers, tax advisors, accountants, and immediate family on the condition
that those to whom such disclosure is made also will be bound by the terms of
this Section, and USI shall be permitted to disclose the terms of this Severance
Agreement as required by law, including any disclosure required in connection
with the Offering.
14. Public Offering Lock-up. Xxxxxxxxx hereby agrees to
execute and deliver to the Underwriter in connection with the Offering a Lock-up
Agreement in the form attached hereto concurrently with the execution and
delivery to USI of this Severance Agreement by Xxxxxxxxx. Xxxxxxxxx hereby
agrees to accurately complete, execute and deliver to USI within three (3) days
after the execution and delivery of this Severance Agreement by Xxxxxxxxx the
Director & Officer Questionnaire previously delivered to him in connection with
the Offering.
15. Certain Registration Rights. (a) Election to Include
Shares in Offering. Xxxxxxxxx shall, during the fifteen (15) day period
commencing on the date hereof, have the right to elect to require USI to include
not less than one hundred thousand (100,000) but no more than five hundred
thousand (500,000) shares of USI Common Stock in a registration statement to be
filed by USI under the Securities Act for offer and sale in the Offering (the
"Shares"), subject to the terms and conditions set forth below in this Section
15. Such election shall be made by giving written notice thereof to USI in
accordance with the provisions of Section 20 of this Severance Agreement.
5
(b) Underwriting Agreement. Xxxxxxxxx acknowledges
and agrees that he will execute and deliver an Underwriting Agreement as
contemplated by the prospectus constituting part of the registration statement
and in the form to be agreed upon by USI and the Underwriters. Such Underwriting
Agreement shall contain such provisions and terms and conditions as are
customarily included in connection with underwritten public offerings of a
nature similar to the Offering, including, without limitation, underwritiers'
cut-backs and such representations, warranties, agreements, indemnities, and
assurances by Xxxxxxxxx as are customarily made or given by selling stockholders
to issuers and underwriters.
(c) Registration Expenses. All Registration Expenses
shall be borne by USI. "Registration Expenses" shall mean all expenses incurred
in effecting the registration contemplated in connection with the Offering,
including all registration, qualification and filing fees, reproduction and
printing expenses, expenses incurred by USI in the preparation of the
registration statement referred to above and the effectiveness of the
registration statement, fees and disbursements of counsel for USI and those of
USI's other independent professional advisers and experts, listing fees and
other costs incurred in listing the Shares for trading on NASDAQ or on any stock
exchange, and blue sky fees and expenses (if any), but shall not include: (i)
brokerage fees, underwriting discounts and selling commissions relating to the
Shares or (ii) any fees and disbursements of counsel to Xxxxxxxxx.
(d) Subsequent IPO Registration. In the event the
contemplated Offering by USI is not effected, USI will provide to Xxxxxxxxx in
any subsequent offering of USI common stock substantially the same registration
rights as provided in this Section 15.
16. No Admission of Fault: Xxxxxxxxx and USI agree that their
willingness to enter into this Severance Agreement does not constitute, and is
not to be construed as, any admission of liability or fault on the part of
Xxxxxxxxx or USI.
17. Jurisdiction. Any action, suit or proceeding arising out
of or relating to this Agreement or any other agreement executed in connection
herewith shall be litigated exclusively in the Courts of the Commonwealth of
Pennsylvania. Each of the parties hereto hereby irrevocably and unconditionally
(A) submits to the jurisdiction of the Pennsylvania Courts, (B) waives, and
agrees not to plead or to make, any objection to the venue of any proceeding in
the Pennsylvania Courts, (C) waives, and agrees not to plead or to make, any
claim that any proceeding brought in the Pennsylvania Courts has been brought in
an improper or otherwise inconvenient forum, (D) waives, and agrees not to plead
or to make, any claim that the Pennsylvania Courts lack personal jurisdiction
over him or it, (E) waives their rights to remove any proceeding to the federal
courts except where such courts are vested with sole and exclusive jurisdiction
by statute, and (F) understands and agrees that they shall not seek a jury trial
or punitive damages in any proceeding based upon or arising out of or otherwise
related to this Agreement or any other agreement executed in connection herewith
or the breach, termination or validity thereof, and waives any and all rights to
any such jury trial or to seek punitive damages. Each party is required to
continue to perform its obligations under this Agreement pending final
resolution of any dispute arising out of or relating to this Agreement, unless
to do so would be impossible or impracticable under the circumstances.
18. Injunctive Relief; Acceleration of Payments (a) Each
party agrees that any breach of their respective obligations under this
Agreement will cause irreparable harm to the other party and that in the event
of such a breach the other party shall have, in addition to any and all remedies
at law, the right to an injunction, specific performance or other equitable
relief.
6
(b) In the event it is determined by a court of
competent jurisdiction that USI has breached its obligations to make the
required severance payments hereunder, USI shall immediately pay to Xxxxxxxxx
(i) the amount of such payments and all remaining payments, (ii) the benefits
and insurance premiums for coverages required to be provided by USI but not
provided, (iii) interest at a rate of ten percent (10%) per annum from the
original due date on amounts not paid to Xxxxxxxxx, and (iv) all reasonable
attorney's fees and costs incurred by Xxxxxxxxx in obtaining such a
determination.
19. No Waiver. No failure or delay on the part of any party to
this Agreement in exercising any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
20. Notices. Except as expressly set forth in this Agreement,
all notices, requests, demands and other communications provided for hereunder
shall be in writing and mailed or delivered to the applicable party at the
addresses specified below:
If to Xxxxxxxxx: at the following address, or at such other address as
shall be designated by Xxxxxxxxx in a written notice to USI complying as to
delivery with the terms of this Agreement:
Xxxxxxx Xxxxxxxxx
00 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Phone: (000) 000-0000
With a copy to: Xxxx X. Xxxxxxxx, Esquire
Stradley, Ronon, Xxxxxxx & Young
0000 Xxx Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
If to USI: at the following address, or at such other address as shall
be designated by USI in a written notice to Xxxxxxxxx complying as to delivery
with the terms of this Agreement:
U.S. Interactive, Inc.
0000 Xxxxxxxxxxx Xxxxxxxxx
Xxxx xx Xxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: (000) 000-0000
Attn: Xxxxxxx X. Xxxxxxxx, CEO
With a copy to: Xxxxxxxx X. Xxxx, Esquire
Xxxxxxxx Xxxxxx LLP
3200 Mellon Bank Center
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Phone: (000) 000-0000
Fax: 000-000-0000
7
All notices, requests, demands and other communications must be by
express overnight courier service, or registered or certified mail return
receipt requested, and shall be considered to be delivered three (3) days after
dispatch.
21. No Transfer of Claim. Xxxxxxxxx represents and warrants
that he has not sold, assigned, transferred, conveyed or otherwise disposed of
any claim, demand or cause of action relating to any matter covered by this
Agreement.
22. Successors and Assigns. This Agreement shall inure to the
benefit of USI and its predecessors, successors and assigns and shall be binding
upon Xxxxxxxxx and his heirs, executors, and administrators. Xxxxxxxxx shall not
have the right to assign any of his rights hereunder or any interest herein nor
delegate any of his duties hereunder.
23. Entire Agreement. This Agreement, and the other agreements
executed and delivered herewith, constitute the entire agreement between the
parties and supersede any prior understandings or agreements concerning the
subject matter hereof.
24. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware without
giving effect to choice of laws principles.
25. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have executed this Agreement under seal on the day and
year set forth below.
WITNESS:
By:
------------------------------
Xxxxxxx Xxxxxxxxx
Date:
------------------------------
U.S. INTERACTIVE, INC.
BY:
------------------------------
TITLE:
------------------------------
DATE:
------------------------------
8
Exhibit A
The Employee Non-Disclosure, Assignment of Developments,
Non-Solicitation and Non-Competition Agreement executed by Xxxxxxx Xxxxxxxxx on
June 28, 1996 is hereby amended as follows:
The provisions of Section 3 shall apply for a period of nine(9) months
from the date of the Severance Agreement between Xxxxxxxxx and USI and shall
thereafter be null and void.
Section 3 (iii) is hereby deleted in its entirety and replaced with the
following:
(iii) (a) become a partner, officer, director, consultant, agent, lender,
employee or 3% or greater stockholder of any entity set forth below; (b) become
a partner, officer, director, consultant, agent, lender, employee or 3% or
greater stockholder of any of the following entities: Xxxxxx.xxx, Organic, Modem
Media Xxxxx Xxxxx, Proxicom, Magnet, Rare Medium, IXL, CKS/US Web, XxxxxXxxx,
X0, Renaissance/Neoglyphics, Sapient/Studio Archetype, Viant, Scient, Ogilvy
One, Dawin Digital, Thunder House, EDS, Xxxxx Systems, Cambridge Technology
Partners, Diamond; (c) become a partner, officer, director, consultant, agent,
lender, employee or a 3% or greater stockholder of any entity which, prior to me
becoming an employee, partner, officer, director, agent, lender, consultant, or
a 3% or greater stockholder, results from a merger or other combination
involving any entity in either (a) or (b) above, or any entity which, prior to
me becoming an employee, partner, officer, director, agent, lender, consultant,
or a 3% or greater stockholder, controls, is controlled by, or is under common
control with, any of the entities in (a) or (b) above; or (d) form an entity
which delivers, or as an individual deliver, products or services which are
products or services identified in USI's E-Roadmap development plan.
Notwithstanding anything to the contrary provided herein, the foregoing
provisions shall not be deemed to limit or restrict Xxxxxxxxx during such nine
(9) month period with respect to any of the following activities: (a) public
speaking as to any topic including internet and E-commerce, (b) involvement in
any capacity with V-Call and its products and services, (c) consulting in a
personal capacity as to strategic internet and E-commerce matters, provided such
consulting is not rendered to or in association with any entity set forth below,
and (d) furnishing in any capacity any internet and E-commerce products and
services to charitable organizations and institutions.
Atlantic Data Services Benchmarking Partners
BISYS Group, The Born Information Services Group
Cambridge Technology Partners Xxxxx Technology Group
Cognizant Technology Solutions CIBER, Inc.
Diamond Technology Partners, Inc. Clarkston-Potomac Group, Inc.
Kenda Systems Cohesibe Network Systems, Inc.
Registry, Inc., The (Renaissance Worldwide, Inc.) Collective Technologies
TIER Corporation Computer Merchant (The)
Xxxxxxxx-Xxxx Context Integration, Inc.
Extraprise
Fort Point Partners, Inc
9
Exhibit A
i-Cube
Inforte Information Technology
Management Information Consulting, Inc.
Micro Modeling Associates
OneSource Information Services, Inc
Paragon Computer Professionals, Inc.
Pencom Systems, Inc.
Saleslink
Sapient Corporation
Scient
SE Technologies
Seek Consulting Group
Silicon Valley Internet Partners
SPL (Systems Programming, Ltd.)
Tanning Technology Corporation
Tessera Enterprise Systems, Inc.
The Concours Group
The Revere Group, Inc.
US Web
Biant Corporation (Silicon Balley Internet Partners)
ACI Corporation
10
Exhibit A
(Continued)
ADEPT, Inc. B&M Associates, Inc.
AppNet Systems, Inc. Barra Inc.
Beacon Application Services Corporation Xxxxx Xxxxx Enterprise Consulting, Inc.
Breakaway Systems (formerly the Xxxxxxxx group Xxxxxxxxx Consulting Services
Business Data Services, Inc. Cambridge Interactive
CoreTech Consulting Group, Inc. Circle Strategies, Inc.
CORIO, Inc. Computer Management Sciences
DARC Development corporation Computer Sciences Corporation - Waltham
Decision Technologies, Inc. COMPUTERPEOPLE, Inc.
Eggrock Partners, LLC. Compuware
Xxxxxxxx Group Corporate Information Technologies
Elumen Solutions Cotelligent Group, Inc
Greenbrier & Xxxxxx C/bridge Internet Solutions
Greystone Solutions, Inc. Daou Systems
ICON Solutions Data Processing Resources Corporation
Internet Business Advantage Database Technologies Corporation
Inbenta DataEdge, Inc.
Xxxxx, Inc. Dimension Systems, Inc.
Kinderhook Systems Edgewarter Technology, Inc.
Lante Corporation EDS
Logical Design Solutions Enterprise Networking Systems, Inc.
Mastech Systems Corporation ERP Technologies
METRO Information Services Executive Alliance
Naviant Technology Solutions First Consulting Group
NexGen SI, Inc. Free Range Media
Nims Associates, Inc. Granitar Systems, Inc.
NobleStar Systems Group Cortex, Inc
Pencom Web Works Xxxx, Xxxxxx
PKS Information Systems High Technology Solutions
Professional Development Group, Inc. HSO Business Systems, Inc/
PSW Technologies, Inc. Xxxxxxx Group, Inc
SCB Computer Technology, Inc. Immersive Environments
Synetics Corporation Information Management Resources
Technium, Inc. INS (international Network Services)
Technology Solutions Co. Inc. Integral Results, Inc.
TransTech Integrated Information Systems, Inc
TVisions, Inc. Integrates Software Specialists, Inc.
Unisource Systems, Inc. Integration Associates, Inc.
Interactive Business Systems, Inc.
Adaptive Consulting Partners LLC Xxxx Xxxxxx - Independent Consultant
Advanced Technology Systems Kanbay Incorporated
Alliance Consulting Group LCI Computer Group N>B.
American Management Systems Lighthouse Technology Solutions
Aris Corporation Matrix Resources
Automated Labor (Infolmage)
11
Exhibit A
(Continued)
Maznet Systems, Inc./ World Research Advisory
Xxxxxxx Group
Modus Media
Natural Data
NCI Information Systems, Inc.
Net Daemons Associates, Inc.
NeTegrity
NetGuru systems, Inc.
NetSolbe, Inc.
Network Six
New Resources Corp.
Nexus Consulting Group
Northeast Consulting Resources
Online Enbirons, Inc.
Optimum Consulting
Opus Communications
Osprey Systems, Inc.
Xxxxxxxxx Computer Consultants, Inc
Polaris Service, Inc
Predictive Systems, Inc
Premier Systems Integrators, Inc.
Orixucin
Quest Consulting, Inc.
Rare Medium, Inc.
Razorfish
ReadyAbout Interactive
Research Triangle Consultants, Inc.
ReSOURCE PARTNER, Inc.
Resource Support Associates, inc.
RMS Technologies
Rock Island Group
Rwd Technologies, Inc
Semaphore
Sigma Systems, Inc.
Silverline Industries, Inc.
Snickelways Interactive
Soften Systems
Xxxxxxxx and Xxxxxxxx Companies (The)
Systems Services Corporation
Systems Solutions Group
Tangent International Computer Consultants, Inc
The Lab
The Telluride Group, Inc.
The Tower Group
US internetworking
Waterstone Consulting
Web Design Group, Inc.
12
Exhibit B
Inquiry Script
In reference to Xxxxxxx Xxxxxxxxx
Effective May 18,1999, with the consent and support of the Board of Directors,
Xxxxxxx Xxxxxxxxx resigned his positions as President and as a Director of US
Interactive. Xxxxxxx Xxxxxxxxx remains a significant shareholder of the company.
Under Xxxxxxx Xxxxxxxxx'x leadership, U.S. Interactive has become one of the
nation's leading Internet professional services firms with over 200 employees in
5 offices. His strategic insights and activities are responsible for the unique
and powerful position as creators of "Electronic Enterprise solutions" supported
by a simple product service portfolio under the branded "E-Roadmap (TM)"
development plan and proprietary "IVL Methodology (TM)."
In 1994, Xxxxxxx co-founded U.S. Interactive and served as President from July
1998 to May 1999 and as Executive Vice President Business Development prior
thereto.
Xxxxxxx Xxxxxxxxx is an accomplished President with a unique blend of business
strategy, creative marketing, and Internet technology knowledge and skills.
These competencies, along with innovative approaches, entrepreneurial enthusiasm
and the ability to squeeze maximum results from limited resources, make him a
unique leader in the dynamic, rapidly changing Internet business arena.
Under his leadership U.S. Interactive completed the following significant
financial events:
o Grew annual revenue over 100% each year from 1994 to 1998.
o Closed three rounds of Venture Capital funding from investors
including Safeguard Scientifics, TL Ventures, and Internet
Capital Group.
o Successfully restructured and repositioned the company
annually to sustain growth, fulfill the needs of Clients, and
profit from the fluid dynamics of the Internet Industry.
o Positioned company for possible IPO.
o Completed 3 M&A events: Web Access acquisition in June 1996,
Mixed Media Works acquisition in June 1997, and merger with
Digital Evolution in July 1998.
Xxxxxxx Xxxxxxxxx is also highly visible within the Internet Community, with the
following positions, awards and activities among his accomplishments:
To be submitted subsequently by Xxxxxxxxx and reasonably agreed to by
USI.
13
Exhibit C
Property Owned By Xxxxxxxxx
Equipment and possessions of Xxxxxxx Xxxxxxxxx:
Equipment whose ownership is transferred from USI to Xxxxxxx Xxxxxxxxx:
All equipment located in Xxxxxxxxx'x office including, without
limitation, computer hardware, software and appropriate licenses, but excluding
the telephone system and furniture.
Xxxxxxx Xxxxxxxxx'x personal possessions currently located and stored at
USI/King of Prussia office:
All personal possessions located in Xxxxxxxxx'x office.
14