EXHIBIT 10.2(e)
January 31, 2000
Xxxxxx X. Xxxxx
000 Xx. Xxxx'x Xx
Xxxxxxxxxx, XX 00000
Dear Xxx:
This letter constitutes the agreement (the "Agreement") between
you and Modem Media . Xxxxx Xxxxx, Inc. (the "Company") regarding benefits
due you under certain circumstances as described below.
1. Acceleration of Stock Options Upon Termination. The vesting
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of your Company stock options granted to you as of the date of this
Agreement will be accelerated by one year upon either of the following
events:
A. The termination of your employment by you for "Good
Reason" (as defined in Section 4 below) within eighteen (18) months after a
Change of Control; or
B. The termination of your employment by the Company or its
successor (other than for "cause," as defined in Section 3 below) within
eighteen (18) months after a Change of Control.
In addition, if the effective date of any such termination of
your employment is 6 months or less from your next vesting date, an
additional number of options will vest equal to (i) the total number of
options that would have vested on your next vesting date, multiplied by
(ii) a fraction, the numerator of which equals the number of months from
the date of your last vesting and the effective date of your termination of
employment, and the denominator of which is 12.
2. Change of Control. For purposes of this Agreement, "Change
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of Control" shall mean the occurrence of any of the following events: (i)
the consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; (ii) the consummation of the sale or
disposition by the Company of all or substantially all of the Company's
assets; or (iii) any person (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended) becomes the
beneficial owner (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing fifty percent (50%)
or more of the total voting power represented by the Company's then
outstanding voting securities.
3. Termination for Cause. For purposes of this Agreement,
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"cause" shall mean (i) your gross misconduct in the performance of your
duties with the Company; (ii) your engaging in illegal conduct (other than
any misdemeanor, traffic violation or similar misconduct) in connection
with your performance of duties for the Company; or (iii) your commission
of a felony. The determination as to whether "cause" exists shall be made
by me (or such other individual who may become your immediate supervisor).
4. Termination for Good Reason. For purposes of this Agreement,
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"Good Reason" shall mean a material reduction in your compensation or/and
employee benefits; material reduction in your job responsibilities or
position; or relocation of your work location by more than fifty (50)
miles.
5. Other Agreements. Except as specifically stated herein, all
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other terms and conditions of prior written agreements regarding the
subject of your employment shall remain in full force and effect.
Kindly indicate your agreement to the foregoing by signing in the
space provided below.
Very truly yours,
MODEM MEDIA . XXXXX XXXXX, INC.
By: __________________________
Name:
Title:
ACCEPTED AND AGREED:
By:____________________________
Xxxxxx X. Xxxxx
Date:__________________________
