3420 Ocean Park Blvd., Suite 1040
Santa Monica, California 90405
February 13, 2001
Mr. ---- -. -----
The following confirms our mutual agreement to amend the terms of your
December 20, 2000 separation letter (the "Separation Letter") with Stamps.com
Inc. (the "Company"):
1. Upon receipt of this amendment letter signed and dated by you, the
Company agrees to pay you a lump sum amount of $120,807.37, which amount
represents 90% of remaining payments to which you would otherwise be entitled to
under paragraph 2(a) of the Separation Letter. Amounts paid under this
amendment letter shall be less any and all appropriate withholding taxes.
2. You acknowledge that by payment of the amounts set forth above, the
Company shall have no further payment obligations to you and you shall be
entitled to no further payments under paragraph 2(a) of the Separation Letter.
3. Except as expressly amended by this amendment letter, the terms,
releases, covenants and agreements contained in the Separation Letter remain
unaffected by this amendment letter and continue in full force and effect.
4. The Separation Letter (including Exhibits A through D thereto) and
this amendment letter constitute the entire agreement between you and the
Company concerning the terms of your employment severance and the compensation
related thereto. No amendments to the Separation Letter or this amendment
letter will be valid unless written and signed by you and an officer of the
I believe this letter fully describes our agreement, and if you are in
accord, please sign and date below. We wish you the best in your future
/s/ KEN McBRIDE
Chief Financial Officer
I agree to and accept the terms of this letter.
/s/ ------------- February 17, 2001