EXHIBIT 10.2
September 9, 2004
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▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇▇,
We are very pleased to welcome you, as an employee of ▇▇▇▇▇▇▇▇ Worldwide, Inc.
("▇▇▇▇▇▇▇▇"), to ▇▇▇▇▇▇ Interactive Inc. ("Harris"). This letter confirms that
your existing employment agreement ("Agreement") with ▇▇▇▇▇▇▇▇ remains in effect
except as modified in this letter, and that your employment continues under the
terms of that agreement as Group President, Government and Financial Services,
reporting to ▇▇▇▇ ▇▇▇▇▇, President & Chief Operating Officer. Your salary
continues to be at the rate of $225,000, earned payable on a bi-weekly basis.
The Board of Directors of ▇▇▇▇▇▇ Interactive Inc. has approved issuance to you
of options to purchase 50,000 shares of ▇▇▇▇▇▇ Interactive Inc. common stock at
the fair market price in effect at the close of the day, September 8, 2004. One
fourth of the options will vest twelve months from the grant date, with the
balance vesting monthly over the next thirty-six months. You will be receiving a
separate Option Agreement that contains all of the terms and conditions of your
options. Any and all rights under any ▇▇▇▇▇▇▇▇ Stock Appreciation Plan are
terminated.
You will continue with your current bonus/variable compensation plan through
December 31, 2004. Beginning January 2005, you will transition to the ▇▇▇▇▇▇
Interactive Inc. bonus plan applicable to Group Presidents. Details of the plan
will be provided at a later date.
For the purpose of clarity, we propose to modify the Agreement (i) to delete all
of Section 2 except the first paragraph of such section, (ii) to delete the
reference to a $20,000 signing bonus in Section 5(a), and (iii) to add to the
definition of "cause" in Section 6 "Executive's repeated failure or refusal to
adhere to Company's written standards and procedures after specific direction to
do so".
We propose to add to Section 2 of the Agreement the following:
The Company may terminate this Agreement and shall have no further
obligations hereunder (except obligations previously accrued) upon death
of the Executive, and upon disability of the Executive but in the case of
such disability the Executive shall be compensated in accordance with the
Company's benefit plans as then in effect for disabled employees. The
Company also may terminate this Agreement at any time ("at Will"),
including without limitation at the end of the "Term". Should the Company
terminate Executive for any reason other than "cause", as defined in
Section 6, death, or disability: (i) if termination occurs during the
period commencing on the date of this letter and continuing through and
including September 8, 2006, Company shall pay Executive a severance
payment equal to one year's salary, payable monthly during the year
following termination, (ii) if termination occurs thereafter, Company
shall pay Executive a severance payment equal to six month's salary,
payable monthly during the six months following termination, and (iii) in
each case, as part of such severance Company will continue to provide
standard medical benefits under Company plans during such period of
severance. Executive agrees that such severance payment shall be the
Executive's sole and exclusive remedy for such termination.
We further propose that Section 7(a) be amended to read in its entirety as
follows:
(a) The Executive agrees that his services hereunder are of a
special, unique, extraordinary and intellectual character, and that his
position with the Company places him in a position of confidence and trust
with the clients and employees of the Company. The Executive also
acknowledges that the clients serviced by the Company are located
throughout the world and accordingly, it is reasonable that the
restrictive covenants set forth below are not limited by specific
geographic area but by the location of the Company's clients and potential
clients. The Executive further acknowledges that the rendering of services
to the Company's clients necessarily
requires the disclosure of confidential information and trade secrets of
those clients (such as without limitation, marketing plans, budgets,
designs, client preferences and policies, and identity of appropriate
personnel of clients with sufficient authority to influence a shift in
suppliers). The Executive and the Company agree that in the course of any
prior employment with the Company and hereunder, the Executive has and
will continue to develop a personal acquaintanceship and relationship with
the Company's clients, and a knowledge of those clients' affairs and
requirements which may constitute the Company's primary or only contact
with such clients. The Executive acknowledges that the Company's
relationships with its established clientele may therefore be placed in
the Executive's hands in confidence and trust. The Executive consequently
agrees that it is reasonable and necessary for the protection of the
goodwill and business of the Company that the Executive make the covenants
contained herein; that the covenants are given as an integral part of and
incident to this Agreement; that there is adequate consideration for such
covenants and employment hereunder including, but not limited to, the
stock options being granted in Executive's favor simultaneous herewith;
and that in making its decision to employ Executive for the consideration
outlined above, the Company relied upon and was induced by the covenants
made by the Executive in this paragraph 7. Accordingly, the Executive
agrees that while he is in the Company's employ and during a one year
period after termination of his employment for any reason (the
"Non-Competition Period"), Executive shall not, directly or indirectly,
own, manage, operate, join, control, participate in, invest in or
otherwise be connected or associated with, in any manner, including,
without limitation, as an officer, director, employee, distributor,
independent contractor, independent representative, partner, consultant,
advisor, agent, proprietor, trustee or investor, any Competing Business
(defined below); provided, however, that ownership of 4.9% or less of the
stock or other securities of a corporation, the stock of which is listed
on a national securities exchange or is quoted on the NASDAQ Stock
Market's National Market, shall not constitute a breach of this Section 7,
so long as the Executive does not in fact have the power to control, or
direct the management of, or is not otherwise engaged in activities with,
such corporation.
For purposes of this Section 7, the term "Competing Business" shall
mean any business or venture which is substantially similar to the whole
or any significant part of the business conducted by Company, and which is
in material competition with the Company, and the term "Affiliate" of any
person or entity shall mean any other person or entity directly or
indirectly controlling, controlled by or under common control with such
particular person or entity, where "control" means the possession,
directly or indirectly, of the power to direct the management and policies
of a person or entity whether through the ownership of voting securities,
contract, or otherwise.
During the Noncompetion Period, the Executive shall not, directly or
indirectly, including on behalf of, for the benefit of, or in conjunction
with, any other person or entity, (i) solicit, assist, advise, influence,
induce or otherwise encourage in any way, any employee of Company to
terminate such employee's relationship with Company for any reason, or
assist any person or entity in doing so, or employ, engage or otherwise
contract with any employee or former employee of Company in a Competing
Business or any other business unless such former employee shall not have
been employed by Company for a period of at least one year and no
solicitation prohibited hereby shall have occurred prior to the end of
such one-year period, (ii) interfere in any manner with the relationship
between any employee and Company, or (iii) contact, service or solicit any
existing clients, customers or accounts of Company on behalf of a
Competing Business, either as an individual on Executive's own account, as
an investor, or as an officer, director, partner, joint venturer,
consultant, employee, agent or salesman of any other person or entity.
In consideration of ▇▇▇▇▇▇▇ becoming a part of ▇▇▇▇▇▇, upon receipt by ▇▇▇▇▇▇ of
a copy of this letter signed by you, ▇▇▇▇▇▇ and its affiliates will become
legally bound by the Agreement including the modifications set out above, and
all references in the Agreement to the "Company" shall include reference not
only to ▇▇▇▇▇▇▇▇ but also to ▇▇▇▇▇▇ and all of its affiliates. By signing and
returning this letter, you agree that ▇▇▇▇▇▇ and its affiliates as well as
▇▇▇▇▇▇▇▇ have become obligated to assure that you are provided with the rights
and benefits set forth in the Agreement. You also agree that ▇▇▇▇▇▇ and its
affiliates as well as ▇▇▇▇▇▇▇▇ are entitled to all of the rights and benefits
that ▇▇▇▇▇▇▇▇ has under the Agreement.
Please indicate your agreement by signing below and returning this letter to me,
in the enclosed postage paid envelope.
We are extremely pleased that you will be joining the ▇▇▇▇▇▇ Interactive team
and we look forward to an exciting time moving forward together.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
EVP Human Resources
▇▇▇▇▇▇ Interactive Inc.
I accept this offer as outlined above.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ September 9, 2004
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Enclosures
