EXHIBIT 10.1
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, ▇▇▇▇▇▇/▇▇▇▇▇▇▇▇ Brand & Strategic
Consulting Group, reporting to ▇▇▇▇ ▇▇▇▇▇, President & Chief Operating Officer.
Your salary continues to be at the rate of $235,000, 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.
We propose to modify the Agreement to delete the second sentence of paragraph
7(a) that removes certain non-competition restrictions from the Agreement if you
resign after both ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ cease employment with
▇▇▇▇▇▇▇▇.
We propose that paragraph 8(b) of the Agreement be amended to read in its
entirety as follows:
Should termination occur pursuant to paragraph 7(b) or paragraph 7(f) (at
"Will") 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. Thereafter, should termination
occur pursuant to paragraph 7(b) or paragraph 7(f), Company shall pay
Executive a severance payment equal to six month's salary, payable monthly
during the six months following termination. 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 paragraph 9(a) and 9(b) be amended to read in their
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 9. 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 9, 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 9, 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
