Exhibit 10.2(q)
June 1, 2004
Xxxxxxx xx Xxxx Silver
00 Xxxxxx Xxxxxx
Xxxxxx XX0X 0XX
Dear Xxxxxxx:
This letter constitutes the agreement (the "Agreement") between you and
Modem Media, Inc. (the "Company") regarding benefits due to you under certain
circumstances as described below.
1. Acceleration of Stock Options Upon Termination. The vesting of your
Company stock options granted to you prior to the date of this letter (excluding
Grant No. 99-1352 for 23,255 options) will be fully accelerated and become fully
exercisable upon either of the following events:
A. The termination of your employment by you for Good Reason within
eighteen (18) months after a Change of Control; or
B. The termination of your employment or being placed on garden leave by
the Company or its successor (other than for Cause) within eighteen (18) months
after a Change of Control.
2. Change of Control. For purposes of this Agreement, "Change 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, "Cause" shall
mean (i) your gross misconduct in the performance of your duties for 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), and such determination shall be final and
binding on all persons.
4. Termination for Good Reason. For purposes of this Agreement, "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 other terms
and conditions of prior written agreements regarding the subject of your
employment, including that certain letter dated September 26, 2002, 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, INC.
/s/ Xxxx X. Xxxxxxxxxx
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Title: CEO and President
ACCEPTED AND AGREED:
/s/ Xxxxxxx xx Xxxx Xxxxxx
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Date:
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