Exhibit 10.2(t)
July 14, 2004
Xx. XX X'Xxxxxxx
Chairman
Modem Media, Inc.
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000
Dear GM:
This letter agreement is intended to clarify the terms of your consulting
agreement with Modem Media, Inc. (the "Company") dated November 18, 2003.
For the avoidance of doubt, all stock options listed on Exhibit A hereto, to the
extent vested, shall be exercisable by you until the later to occur of (i)
January 30, 2006 or (ii) such date as may be provided for by the applicable plan
documents; provided, however, that if the Termination Date (as defined in your
consulting agreement) occurs before December 31, 2005, the later of 30 days
following such Termination Date or such date as may be provided for by the
applicable plan documents.
In connection with the preparation of this letter agreement, the Company shall
reimburse you for up to 50% of your attorney's fees; provided that the Company's
aggregate reimbursement obligation shall not exceed $2,500 and such amount is
substantiated by appropriate documentation in a form satisfactory to the
Company, which shall be paid within 30 days of receipt of such documentation.
Please indicate your acceptance of the terms of this letter agreement by signing
below and returning the signed letter agreement to the Company.
Very truly yours,
/s/ Xxxxxx Xxxxx
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Member of the Board of Directors of the
Compensation Committee
ACCEPTED AND AGREED:
/s/ XX X'Xxxxxxx
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