{"id":39390,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-netcreations-inc-and-allison-fillmore.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-netcreations-inc-and-allison-fillmore","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-netcreations-inc-and-allison-fillmore.html","title":{"rendered":"Employment Agreement &#8211; NetCreations Inc. and Allison Fillmore"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n     This Employment Agreement ('Agreement') is made and entered\ninto as of the 2nd day of February, 2000 (the 'Commencement Date') by and\nbetween NETCREATIONS, INC., a New York corporation (the 'Company'), and Allison\nFillmore (hereinafter called the 'Executive').\n\n                                 R E C I T A L S\n\n     A. The Executive desires to be employed as the Senior Vice President,\nMarketing of the Company.\n\n     B. The Company desires to employ the Executive as the Senior Vice\nPresident, Marketing of the Company.\n\n                                    AGREEMENT\n\n     NOW, THEREFORE, in consideration of the premises and mutual covenants set\nforth herein, the parties agree as follows:\n\n     1. EMPLOYMENT.\n                          \n\n         1.1 EMPLOYMENT. The Company hereby agrees to employ the Executive and\nthe Executive hereby agrees to serve the Company on the terms and conditions set\nforth herein.\n\n         1.2 DUTIES OF EXECUTIVE. During the Term of Employment under this\nAgreement, the Executive shall serve as the Senior Vice President, Marketing of\nthe Company, shall diligently perform all services as may be assigned to the\nExecutive by the Chief Executive Officer, the President, and the Chief Operating\nOfficer of the Company and by the Board of Directors (the 'Board') of the\nCompany, and shall exercise such power and authority as may from time to time be\ndelegated to the Executive by the Board. Without limiting the generality of the\nforegoing, the Executive duties shall include, among other things, the\nfollowing:\n\n         Developing and managing programs defining and implementing the\nCompany's strategic marketing objectives.\n\n         Creating and managing the Company's brand identity to increase the\nlevel of awareness of the Company and its products\/services among leading Web\nsites, the direct marketing industry, and investors.\n\n         Creating dynamic advertising and public relations programs that\nincrease the Company's visibility among its core customer groups.\n\n         Participating as a member of the Company's senior management team in\ndeveloping and implementing marketing strategies.\n\n\n\n\n         Such general business development activities as the Chief Executive\nOfficer, the President and the Chief Operating Officer may assign from time to\ntime.\n\nThe Executive acknowledges and agrees that the Company may assign some of the\nforegoing specific duties to other persons as the Company's management team\nexpands, and that such assignments of duties to other persons will not be viewed\nby the Executive as constituting a diminution in the Executive's office, title,\nand duties and responsibilities hereunder as long as the Executive's reporting\nresponsibilities and the business functions of the Company reporting to the\nExecutive remain substantially consistent with the Executive's duties and title\nas expressed at the inception of this Agreement. The Executive shall devote the\nExecutive's full time and attention to the business and affairs of the Company,\nrender such services to the best of the Executive's ability, and use the\nExecutive's best efforts to promote the interests of the Company. It shall not\nbe a violation of this Agreement for the Executive to (i) serve on civic or\ncharitable boards or committees with the prior approval of the Company, which\nshall not be unreasonably withheld, (ii) deliver lectures, fulfill speaking\nengagements or teach at educational institutions, or (iii) manage personal\ninvestments, so long as such activities do not significantly interfere with the\nperformance of the Executive's responsibilities to the Company in accordance\nwith this Agreement. The Executive's duties will require the Executive's regular\npresence during normal working hours on business days Monday through Friday at\nthe Company's principal executive offices, currently located at 379 West\nBroadway, New York, New York, but the Executive's duties will also involve some\nbusiness travel. Notwithstanding anything to the contrary contained herein, the\nExecutive need not devote more than 5 hours per week to the Executive's duties\npursuant to this Agreement from February 2, 2000 through March 12, 2000, but\nshall perform such duties on a full time basis commencing March 13, 2000;\nprovided, that in no event shall the Executive otherwise breach the terms and\nconditions of this Agreement during the period from February 2, 2000 through\nMarch 12, 2000.\n\n    2. TERM.\n\n         2.1 INITIAL TERM. The initial Term of Employment under this Agreement,\nand the employment of the Executive hereunder, shall commence on the (the\n'Commencement Date') and shall expire at midnight New York City time on February\n1, 2003, unless sooner terminated in accordance with Section 5 hereof (the\n'Initial Term').\n\n         2.2 RENEWAL TERMS. At the end of the Initial Term, the Term of\nEmployment automatically shall renew for successive one year terms (subject to\nearlier termination as provided in Section 5 hereof), unless the Company or the\nExecutive delivers written notice to the other at least 90 days prior to the\nlast day of the Initial Term or any such applicable renewal period (in either\ncase, the 'Expiration Date') of its or the Executive's election not to renew the\nTerm of Employment. For purposes of this Agreement, if the Term of Employment\nexpires as a result of the Company delivering written notice to the Executive\nstating its intention not to renew the Term of the Employment pursuant to this\nSection 2.2, the Executive shall be treated as if the Executive was terminated\nby the Company without Cause, in accordance with Section 5.4 hereof, upon the\nExpiration Date. In addition, if the Term of Employment expires as a result of\nthe Executive delivering written notice to the Company stating the Executive's\n\n\n                                       2\n\n\nintention not to renew the Term of Agreement pursuant to this Section 2.2, the\nExecutive shall be treated as if the Executive had terminated the Executive's\nemployment with the Company without Good Reason, in accordance with Section\n5.5(b) hereof, upon the Expiration Date.\n\n         2.3 TERM OF EMPLOYMENT. The period during which the Executive shall be\nemployed by the Company pursuant to the terms of this Agreement is sometimes\nreferred to in this Agreement as the 'Term of Employment.'\n\n    3. COMPENSATION.\n\n         3.1 BASE SALARY. The Executive shall receive a base salary at the\nannual rate (prorated for any applicable period of less than one year) of\n$140,000 (the 'Base Salary') during the Term of Employment, with such Base\nSalary payable in installments consistent with the Company's normal payroll\nschedule, subject to applicable withholding and other taxes. The Base Salary\nshall be reviewed, at least annually, for merit increases and may, by action and\nin the discretion of the Board, be increased (but not decreased) at any time or\nfrom time to time. Notwithstanding the foregoing, during the period from\nFebruary 2, 2000 through March 12, 2000, the Executive shall only be paid at a\nrate of $583.00 per day worked.\n\n         3.2 BONUSES. During the term of this Agreement, the Executive shall be\neligible to receive performance and annual incentive awards (the 'Bonuses') of\nup to a maximum potential limit of $60,000 per annum as described below. Bonuses\nshall be reviewed, at least annually, for merit increases and, by action and in\nthe discretion of the Board, the limit on the potential size of Bonuses can be\nincreased, but not decreased, at any time or from time to time.\n\n                  Each period for which Bonuses are payable is sometimes\nhereinafter referred to as a Bonus Period. Unless otherwise specified by the\nBoard, the Bonus Period shall be the designated fiscal year or fiscal quarter of\nthe Company. The amount of the Bonuses that may be awarded for any period, if\nany, shall be determined prior to the commencement of the relevant Bonus Period\nby the Board, in its sole and absolute discretion. However, any bonus plan for\nthe Executive shall be predicated on the establishment of quarterly goals,\nreferred to as Key Initiatives, to be mutually developed and signed-off on\nbetween the Executive and the Company's Board\/Representative of the Company\nprior to and\/or adjusted during a quarter. Key Initiatives will comprise, among\nother things, revenues and pretax income goals. For purposes of this Agreement,\nthe term 'Representative of the Company' means the Company's Chief Executive\nOfficer or President. All Bonuses shall be payable to the Executive quarterly in\ncash and\/or to the extent determined by the Board and agreed upon by the\nExecutive, with common stock ('Common Stock') of the Company by no later than\nten (10) business days after the Company has completed its financial statements,\napproved by the Company's Chief Financial Officer and its Chief Executive\nOfficer, for the preceding fiscal period. Bonuses shall be subject to proration\nfor periods of less than one quarter. Any bonuses payable pursuant to this\nSection 3.2 are sometimes hereinafter referred to as 'Incentive Compensation.'\n\n\n\n                                       3\n\n\nNotwithstanding anything to the contrary contained herein, the initial Key\nInitiatives will be established by the Company's President within thirty (30)\ndays of the date of this Agreement.\n\n    4. EXPENSE REIMBURSEMENT AND OTHER BENEFITS.\n\n         4.1 REIMBURSEMENT OF EXPENSES. Upon the submission of proper\nsubstantiation by the Executive, and subject to such rules and guidelines as the\nCompany may from time to time adopt, the Company shall reimburse the Executive\nfor all reasonable expenses actually paid or incurred by the Executive during\nthe Term of Employment in the course of and pursuant to the business of the\nCompany including, without limitation, the Executive's reasonable cellular\ntelephone charges.\n\n         The Executive shall account to the Company in writing for all expenses\nfor which reimbursement is sought and shall supply to the Company copies of all\nrelevant invoices, receipts or other evidence reasonably requested by the\nCompany.\n\n         4.2 COMPENSATION\/BENEFIT PROGRAMS. During the term of Employment, the\nExecutive shall be entitled to participate in all medical, dental,\nhospitalization, accidental death and dismemberment, disability, travel and life\ninsurance plans applicable to the Company's senior executives generally, and any\nand all other plans as are presently and hereinafter offered by the Company\ngenerally to its executives, including savings, pension, profit-sharing and\ndeferred compensation plans, subject to the general eligibility and\nparticipation provisions set forth in such plans. The Company shall pay or\nreimburse the Executive for any and all reasonable expenses the Executive incurs\nto maintain health care continuation coverage under Section 4980B of the U.S.\nInternal Revenue Code of 1986, as amended ('COBRA') for the Executive, the\nExecutive's spouse, and the Executive's dependents under any and all health care\nplans of the Executive's prior employer through May 2, 2000 or such earlier date\nas the Executive shall be covered by the Company's then existing health care\nplans.\n\n         4.3 TRANSPORTATION ALLOWANCE. The Executive will not be entitled to\nreimbursement for his expenses in commuting to and from the Company's offices.\n\n         4.4 STOCK OPTIONS.\n\n            a. During the Term of Employment, the Executive shall be eligible to\nbe granted options (the 'Stock Options') to purchase the Common Stock of the\nCompany under (and therefore subject to) all terms and conditions of the\nCompany's Stock Option Plan. The number of Stock Options and terms and\nconditions of the Stock Options shall be determined by the Committee appointed\npursuant to the Stock Option Plan, or by the Board of Directors of the Company,\nin its discretion and pursuant to the Stock Option Plan.\n\n            b. Reasonably promptly following the date of this Agreement, the\nCompany shall grant to the Executive Stock Options, intended to be incentive\nstock options under Section 422 of the Internal Revenue Code of 1986, as\namended, to purchase the number of shares of the Company's Common Stock which\n\n\n                                       4\n\n\nwill constitute 150,000 shares of the Company's outstanding Common Stock. All of\nthe Stock Options referred to in this paragraph (b) shall have certain\ncharacteristics:\n\n            (i) the Stock Options shall vest as follows for so long as the\nExecutive is continuously employed by the Company as its Senior Vice President,\nMarketing: 16.667% of the Stock Options shall vest on August 2, 2000, and the\nbalance of the Stock Options shall vest thereafter in 8.334% increments on each\nquarterly anniversary of that date until the entire 150,000 options have vested,\nin each case subject to continued employment by the Company;\n\n            (ii) subject to clause (vii) below, the Stock Options shall be\nexercisable from and after the date upon which the Stock Options vest through\nthe close of business on February 1, 2005 at an initial exercise price of $33.50\nper share;\n\n            (iii) the Stock Options shall be on such other terms and conditions\nas may be set forth in the instrument granting the Stock Options, including\nwithout limitation the provisions concerning termination of unvested Stock\nOptions;\n\n            (iv) the option agreement shall provide that the shares of common\nstock underlying those Stock Options shall be registered in the first\nregistration statement on Form S-8 or other form of registration statement filed\nby the Company with the Securities Exchange Commission for the purpose of\nregistering options or other securities issued to executives or other employees\nof the Company in their respective capacities as executive or employees of\n(rather than shareholders of or investors in) the Company;\n\n            (v) the option agreement shall include certain anti-dilution\nprovisions customary in options granted by the Company;\n\n            (vi) the Stock Options may not be hypothecated or pledged, and may\nnot be sold, transferred or otherwise disposed of (except by exercise in\naccordance with the terms of the option agreement) other than through transfer\nby will or the laws of descent and distribution, and during the lifetime of the\nExecutive the Stock Options shall be exercisable only by the Executive; and\n\n            (vii) the Stock Options shall not be exercisable at any time unless\nthe Executive has executed a written instrument, reasonably satisfactory to the\nExecutive and to the Company evidencing (a) the Executive's investment intent\nand customary investment representations to substantiate compliance with\napplicable securities laws, and (b) the Executive's agreement that the sale,\ntransfer, or other disposition of the shares shall be subject to applicable\nsecurities law restrictions and applicable restrictions under this Agreement and\nthe option agreement, and that the certificates evidencing the shares shall be\nlegended to reflect the same.\n\n         4.5 VACATION BENEFITS. The Executive shall be entitled to four (4)\nweeks of vacation time each calendar year during the term of this Agreement, to\nbe taken at such times as the Executive and the Company shall mutually determine\n\n\n                                       5\n\n\nand provided that no vacation time shall interfere with the duties required to\nbe rendered by the Executive hereunder. Notwithstanding the foregoing, in view\nof the Company's current circumstances the Executive will not (i) take more than\none week of vacation time in any 30-day period unless otherwise mutually agreed\nwith the Chief Executive Officer of the Company.\n\n         4.6 OTHER BENEFITS. The Executive shall receive such additional\nbenefits, if any, as the Board of the Company shall from time to time determine.\n\n     5. TERMINATION.\n\n         5.1 TERMINATION FOR CAUSE. The Company shall at all times have the\nright, upon written notice (which shall describe in general terms the basis for\ndismissal per this Section) to the Executive, to terminate the Term of\nEmployment, for Cause. For purposes of this Agreement, the term 'Cause' shall\nmean (i) an action or omission of the Executive which constitutes a willful and\nmaterial breach of, or failure or refusal (other than by reason of the\nExecutive's disability) to perform the Executive's duties under, this Agreement\nwhich is not cured within fifteen (15) days after receipt by the Executive of\nwritten notice of same if such action or omission is capable of being so cured,\n(ii) habitual insobriety or use of controlled substances (other than under the\nsupervision of a licensed physician); (iii) habitual absenteeism; (iv) fraud,\nnon-disclosed self-dealing, embezzlement or misappropriation of funds or\nproperty or breach of trust in connection with the Executive's services\nhereunder, (v) conviction of a felony or conviction of any other crime or\nmisdemeanor involving moral turpitude; or (vi) gross negligence in connection\nwith the performance of the Executive's duties hereunder, which is not cured, to\nthe extent that the same is curable, within fifteen (15) days after receipt by\nthe Executive of written notice of same. Upon any termination pursuant to this\nSection 5.1, the Company shall pay to the Executive the Executive's Base Salary\nand earned but unpaid Incentive Compensation to the date of termination. The\nCompany shall have no further liability hereunder (other than for reimbursement\nfor reasonable business expenses incurred prior to the date of termination,\nsubject, however, to the provisions of Section 4.1).\n\n         5.2 DISABILITY. The Company shall at all times have the right, upon\nwritten notice to the Executive, to terminate the Term of Employment, if the\nExecutive shall as the result of mental or physical incapacity, illness or\ndisability, become unable to perform the Executive's obligations hereunder for a\ntotal of 180 days in any 12-month period. The Company shall rely upon a\ncertification performed by the Company's disability insurer or by a physician\njointly chosen by the Executive's doctor and the Company's doctor to determine\nwhether the Executive continues to be disabled provided that if the Executive\ndoes not submit to examination by a licensed medical doctor for such purpose (if\nrequested by the Company) then the Company may terminate the Executive's\nemployment if the Executive shall become entitled to benefits under the\nCompany's disability plan as then in effect. Upon any termination pursuant to\nthis Section 5.2, the Company shall (i) pay to the Executive any unpaid Base\nSalary through the effective date of termination specified in such notice, (ii)\npay to the Executive the Executive's accrued but unpaid Incentive Compensation,\nif any, for any Bonus Period ending on or before the date of termination of the\nExecutive's employment with the Company, (iii) continue to pay the Executive\nthrough the date which is six (6) months after the termination (but no later\n\n\n\n                                       6\n\n\nthan the Expiration Date) (the 'Continuation Period'), an amount equal to the\nBase Salary the Executive was receiving at the time of the Executive's\nDisability, such amount to be paid in the manner and at such times as the Base\nSalary otherwise would have been payable to the Executive, and (iv) continue to\npay the Executive Incentive Compensation and continue to provide the Executive\nwith the benefits the Executive was receiving under Section 4.2 hereof (the\n'Benefits') through the Continuation Period (to the extent permitted under the\nterms of applicable insurance and other benefit programs of the Company then in\neffect and covering the Executive, and provided further that the Company shall\nnot take any affirmative action from the time of giving notice of termination to\nthe Executive through the end of the Continuation Period which would cause the\nrelevant insurance and other benefits available to the Executive to be reduced\nor eliminated) following the termination of the Executive's employment with the\nCompany, in the manner and at such times as the compensation or Benefits\notherwise would have been payable or provided to the Executive, provided that\nthe amounts payable to the Executive pursuant to the foregoing clauses (i)\nthrough (iv) shall be reduced by the amount actually paid to the Executive\npursuant to the disability insurance referred to in Section 4.2 hereof. The\nCompany shall have no further liability hereunder (other than for reimbursement\nfor reasonable business expenses incurred prior to the date of termination,\nsubject, however to the provisions of Section 4.1).\n\n         5.3 DEATH. Upon the death of the Executive during the Term of\nEmployment, the Company shall (i) pay to the estate of the deceased Executive\nany unpaid Base Salary through the Executive's date of death, (ii) pay to the\nestate of the deceased Executive the Executive's accrued but unpaid Incentive\nCompensation, if any, for any Bonus Period ending on or before the Executive's\ndate of death, (iii) continue to pay to the estate of the deceased Executive the\nBase Salary the Executive was receiving prior to the Executive's death under\nSection 3.1 hereof through the Continuation Period following the Executive's\ndeath, in the manner and at such times as the Base Salary otherwise would have\nbeen payable to the Executive, and (iv) continue to pay to the estate of the\ndeceased Executive Incentive Compensation through the Continuation Period\nfollowing the termination of the Executive's employment with the Company, in the\nmanner and at such times as the compensation would have been payable or provided\nto the Executive. The Company shall have no further liability hereunder (other\nthan for reimbursement for reasonable business expenses incurred prior to the\ndate of the Executive's death, subject, however to the provisions of Section\n4.1).\n\n         5.4 TERMINATION WITHOUT CAUSE. At any time the Company shall have the\nright to terminate the Executive's employment hereunder without Cause by written\nnotice to the Executive. Upon any termination pursuant to this Section 5.4, the\nCompany shall (i) pay to the Executive any unpaid Base Salary through the\neffective date of termination specified in such notice, (ii) pay to the\nExecutive the accrued but unpaid Incentive Compensation, if any, for any Bonus\nPeriod ending on or before the date of the termination of the Executive's\nemployment with the Company, and a prorated portion of the Bonus earned, if any,\nfor the quarterly Bonus Period, if any, in which the termination occurs, (iii)\ncontinue to pay the Executive's Base Salary and Incentive Compensation through\nthe Continuation Period, in the manner and at such time as the Base Salary and\nIncentive Compensation otherwise would have been payable to the Executive, and\n(iv) continue to provide the Executive with the Benefits the Executive was\nreceiving under Section 4.2 hereof (to the extent permitted under the terms of\n\n\n\n                                       7\n\n\n\napplicable insurance and other benefit programs of the Company then in affect\nand covering the Executive, and provided further that the Company shall not take\nany affirmative action from the time of giving notice of termination to the\nExecutive through the end of the Continuation Period which would cause the\nrelevant insurance and other benefits available to the Executive to be reduced\nor eliminated) during the Continuation Period, in the manner and at such times\nas the Benefits otherwise would have been payable or provided to the Executive.\nThe Company shall have no further liability hereunder (other than for\nreimbursement for reasonable business expenses incurred prior to the date of\ntermination, subject, however, to the provisions of Section 4.1).\n\n         5.5 TERMINATION BY EXECUTIVE.\n\n            a. The Executive shall at all times have the right, upon ninety (90)\ndays written notice to the Company, to terminate the Term of Employment.\n\n            b. Upon termination of the Term of Employment pursuant to this\nSection 5.5 (that is not a termination under Section 5.6) by the Executive\nwithout Good Reason, the Company shall pay to the Executive any unpaid Base\nSalary through the effective date of termination specified in such notice and\nshall pay to the Executive the accrued but unpaid Incentive Compensation, if\nany, for any Bonus Period ending on or before the date of the termination of the\nExecutive's employment with the Company. The Company shall have no further\nliability hereunder (other than for reimbursement for reasonable business\nexpenses incurred prior to the date of termination, subject, however, to the\nprovisions of Section 4.1).\n\n            c. Upon termination of the Term of Employment pursuant to this\nSection 5.5 (that is not a termination under Section 5.6) by the Executive for\nGood Reason, the Company shall pay to the Executive the same amounts that would\nhave been payable by the Company to the Executive under Section 5.4 of this\nAgreement if the Term of Employment had been terminated by the Company without\nCause. The Company shall have no further liability hereunder (other than for\nreimbursement for reasonable business expenses incurred prior to the date of\ntermination, subject, however, to the provisions of Section 4.1).\n\n            d. For purposes of this Agreement, 'Good Reason' shall mean any of\nthe following:\n\n               (i) the assignment to the Executive of any material duties\ninconsistent in any material respect with the Executive's duties as defined\nhereunder or any other action by the Company which results in a material\ndiminution in the Executive's position, authority, duties or responsibilities\nfrom those contemplated by Section 1.2 of this Agreement, which is not remedied\nby the Company within fifteen (15) days after receipt of written notice from the\nExecutive of the same, excluding for this purpose any isolated, insubstantial\nand inadvertent action not taken in bad faith;\n\n               (ii) any material failure by the Company to comply with any of\nthe provisions of Article 3 of this Agreement which is not remedied by the\nCompany within fifteen (15) days after receipt of written notice thereof given\n\n\n                                       8\n\n\nby the Executive, other than an isolated, insubstantial and inadvertent failure\nnot occurring in bad faith and which is remedied by the Company promptly after\nreceipt of notice thereof given by the Executive;\n\n               (iii) the Company's requiring the Executive to be based at any\noffice or location more than 60 miles outside of New York City, NY, except for\nbusiness trips reasonably required in the performance of the Executive's\nresponsibilities; or\n\n               (iv) any purported termination by the Company of the Executive's\nemployment otherwise than pursuant to Sections 5.1 - 5.4 of this Agreement.\n\n         5.6 CHANGE IN CONTROL OF THE COMPANY.\n\n            a. Unless otherwise provided in this Agreement, in the event that a\nChange in Control (as defined in paragraph (b) of this Section 5.6) in the\nCompany shall occur during the Term of Employment, and prior to the first\nanniversary of the date of the Change in Control, either (x) the Term of\nEmployment is terminated by the Company without Cause, pursuant to Section 5.4\nhereof or (y) the Executive terminates the Term of Employment for Good Reason\npursuant to Section 5.5(c) hereof, the Company shall (1) pay to the Executive\nany unpaid Base Salary through the effective date of termination, (2) pay to the\nExecutive the Incentive Compensation, if any, not yet paid to the Executive for\nany Bonus Period prior to such termination, at such time as the Incentive\nCompensation otherwise would have been payable to the Executive, and (3) pay to\nthe Executive in a lump sum payment an amount equal to the amount of the\nExecutive's Base Salary for the six (6) months preceding such termination. If,\nduring the Term of Employment, any Change in Control should occur and, prior to\nthe first anniversary of the date of the Change in Control, either (x) the Term\nof Employment is terminated by the Company without Cause, pursuant to Section\n5.4 hereof or (y) the Executive terminates the Term of Employment for Good\nReason pursuant to Section 5.5(c) hereof, the Executive's unvested Stock Options\nshall be vested and become immediately exercisable. In addition, if a Change in\nControl transaction shall occur in which the Company is not the surviving entity\nand the acquiror does not agree to assume the obligations represented by the\nStock Option rights of the Executive on or prior to the closing of the Change in\nControl transaction on such terms and conditions as shall be reasonably\nsatisfactory to the Company, then the Executive's unvested Stock Options shall\nbe vested and become immediately exercisable immediately prior to the\nconsummation of the closing of such Change in Control transaction so as to\npermit the Executive to dispose of the shares of common stock underlying such\nStock Options in that Change in Control transaction on substantially the same\nterms and conditions as are applicable to shareholders of the Company generally.\nIf any of the Executive's Stock Options shall vest according to the applicable\nvesting schedule, the options which shall have vested and not lapsed in\naccordance with their terms before or after any such Change in Control shall\ncontinue to be exercisable for a period of three months from the date of any\ntermination of the Executive's employment by the Company following such Change\nin Control. The Company shall have no further liability hereunder (other than\nfor reimbursement for reasonable business expenses incurred prior to the date of\ntermination, subject, however, to the provisions of Section 4.1).\n\n\n                                       9\n\n            b. For purposes of this Agreement, the term 'Change in Control'\nshall mean:\n\n               (i) Approval by the shareholders of the Company of (x) a\nreorganization, merger, consolidation or other form of corporate transaction or\nseries of transactions, in each case, with respect to which persons who were the\nshareholders of the Company immediately prior to such reorganization, merger or\nconsolidation or other transaction do not, immediately thereafter, own more than\n50% of the combined voting power entitled to vote generally in the election of\ndirectors of the reorganized, merged or consolidated company's then outstanding\nvoting securities, in substantially the same proportions as their ownership\nimmediately prior to such reorganization, merger, consolidation or other\ntransaction, or (y) a liquidation or dissolution of the Company or (z) the sale\nof all or substantially all of the assets of the Company (unless such\nreorganization, merger, consolidation or other corporate transaction,\nliquidation, dissolution or sale is subsequently abandoned);\n\n               (ii) Individuals who, as of the Commencement Date of this\nAgreement, constitute the Board (the 'Incumbent Board') cease for any reason to\nconstitute at least a majority of the Board, provided that any person becoming a\ndirector subsequent to the Commencement Date of this Agreement whose election,\nor nomination for election by the Company's shareholders, was approved by a vote\nof at least a majority of the directors then comprising the Incumbent Board\n(other than an election or nomination of an individual whose initial assumption\nof office is in connection with an actual or threatened election contest\nrelating to the election of the Directors of the Company, as such terms are used\nin Rule 14a-11 of Regulation 14A promulgated under the Securities Exchange Act)\nshall be, for purposes of this Agreement, considered as though such person were\na member of the Incumbent Board; or\n\n               (iii) the acquisition by any person, entity or 'group', within\nthe meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act, of\nmore than 30% of either the then outstanding shares of the Company's Common\nStock or the combined voting power of the Company's then outstanding voting\nsecurities entitled to vote generally in the election of directors (hereinafter\nreferred to as the ownership of a 'Controlling Interest') excluding, for this\npurpose, any acquisitions by (1) the Company, (2) any person, entity or 'group'\nthat as of the Commencement Date of this Agreement owns beneficial ownership\n(within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act)\nof a Controlling Interest, (3) Rosalind Resnick and\/or Ryan Scott Druckenmiller\nor their respective affiliates, or (4) any employee benefit plan of the Company.\n\n            c. Notwithstanding the foregoing, the term 'Change in Control' shall\nNOT include any transaction, event or circumstance as a result of which or after\nwhich Rosalind Resnick, Ryan Scott Druckenmiller, and their respective\naffiliates continue to own, in the aggregate, the largest percentage of shares\nof the Company owned by any shareholder of the Company.\n\n         5.7 RESIGNATION. Upon any termination of employment pursuant to this\nArticle 5, the Executive shall be deemed to have resigned as an officer, and if\n\n\n                                       10\n\n\nthe Executive was then serving as a director of the Company, as a director, and\nif required by the Board, the Executive hereby agrees to immediately execute a\nresignation letter to the Board.\n\n         5.8 SURVIVAL. The provisions of this Article 5 shall survive the\ntermination of this Agreement, as applicable.\n\n     6. RESTRICTIVE COVENANTS.\n\n         6.1 NON-COMPETITION. At all times while the Executive is employed by\nthe Company and for a two (2) year period after the termination of the\nExecutive's employment with the Company for any reason (other than (a)\ntermination by the Company without Cause or (b) termination by the Executive for\nGood Reason (as defined in Section 5.5(d) hereof) or (c) termination by the\nCompany prior to the first anniversary of a Change in Control other than for\nCause), the Executive shall not, directly or indirectly, engage in or have any\ninterest in any sole proprietorship, partnership, corporation or business or any\nother person or entity (whether as an employee, officer, director, partner,\nagent, security holder, creditor, consultant or otherwise) that directly engages\nin competition with the Company (for this purpose, any business unit or division\nthat provides e-mail marketing services to third parties for compensation and\nderives more than five percent (5%) of the division's or unit's revenues from\nthose activities shall be deemed to be in competition with the Company);\nprovided that such provision shall not apply to the Executive's ownership of\nCommon Stock of the Company or the acquisition by the Executive, solely as an\ninvestment, of securities of any issuer that is registered under Section 12(b)\nor 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed\nor admitted for trading on any United States national securities exchange or\nthat are quoted on the Nasdaq, or any similar system or automated dissemination\nof quotations of securities prices in common use, so long as the Executive does\nnot control, acquire a controlling interest in or become a member of a group\nwhich exercises direct or indirect control or, more than one percent (1%) of any\nclass of capital stock of such corporation.\n\n         6.2 NONDISCLOSURE. The Executive shall not during the Executive's\nemployment under this Agreement or after the termination of such employment\ndivulge, communicate, use to the detriment of the Company or for the benefit of\nany other person or persons, or misuse in any way, any Confidential Information\n(as hereinafter defined) pertaining to the business of the Company. Any\nConfidential Information or data now or hereafter acquired by the Executive with\nrespect to the business of the Company (which shall include, but not be limited\nto, information concerning the Company's financial condition, prospects,\ntechnology, customers, suppliers, sources of leads and methods of doing\nbusiness) shall be deemed a valuable, special and unique asset of the Company\nthat is received by the Executive in confidence and as a fiduciary, and\nExecutive shall remain a fiduciary to the Company with respect to all of such\ninformation. For purposes of this Agreement, 'Confidential Information' means\ninformation disclosed to the Executive or known by the Executive as a\nconsequence of or through the Executive's employment by the Company (including\ninformation conceived, originated, discovered or developed by the Executive)\nprior to or after the date hereof (up to the date of termination of the\nExecutive's employment pursuant to this Agreement), and whose existence or\nsignificance or utility in respect of the Company or its business is not\n\n\n                                       11\n\n\n\ngenerally known. Notwithstanding the foregoing, nothing herein shall be deemed\nto restrict the Executive from disclosing Confidential Information to the extent\nrequired by law or in the valid performance of the Executive's duties.\n\n         6.3 NONSOLICITATION OF EMPLOYEES AND CLIENTS. At all times while the\nExecutive is employed by the Company and for a one (1) year period after the\ntermination of the Executive's employment with the Company for any reason, the\nExecutive shall not, directly or indirectly, for the Executive or for any other\nperson, firm, corporation, partnership, association or other entity (a) employ\nor attempt to employ or enter into any contractual arrangement with any employee\nor former employee of the Company, until a period of at least six (6) months has\nelapsed from the date of termination of the employment of such person with the\nCompany, and\/or (b) call on or solicit any of the actual or targeted prospective\nclients of the Company on behalf of any person or entity in connection with any\nbusiness competitive with the business of the Company, while the Executive is\nemployed by the company, or in connection with any email direct marketing\nbusiness for a one-year period after the termination of the executive's\nemployment, nor shall the Executive make known the names and addresses of such\nclients or any information relating in any manner to the Company's trade or\nbusiness relationships with such customers, other than in connection with the\nperformance of the Executive's duties under this Agreement.\n\n         6.4 OWNERSHIP OF DEVELOPMENTS. All copyrights, patents, trade secrets,\nor other intellectual property rights associated with any ideas, concepts,\ntechniques, inventions, processes, or works of authorship developed or created\nby the Executive during the course of performing work for the Company or its\nclients (collectively, the 'Work Product') shall belong exclusively to the\nCompany and shall, to the extent possible, be considered a work made by the\nExecutive for hire for the Company within the meaning of Title 17 of the United\nStates Code. To the extent the Work Product may not be considered work made by\nthe Executive for hire for the Company, the Executive agrees to assign, and\nautomatically assigns at the time of creation of the Work Product, without any\nrequirement of further consideration, any right, title, or interest the\nExecutive may have in such Work Product. Upon the request of the Company, the\nExecutive shall take such further actions, including execution and delivery of\ninstruments of conveyance, as may be appropriate to give full and proper effect\nto such assignment.\n\n         6.5 BOOKS AND RECORDS. All books, records, and accounts relating in any\nmanner to the customers or clients of the Company, whether prepared by the\nExecutive or otherwise coming into the Executive's possession, shall be the\nexclusive property of the Company and shall be returned immediately to the\nCompany on termination of the Executive's employment hereunder or on the\nCompany's request at any time, upon which the Executive shall not retain any\ncopies of the same in any media whatsoever.\n\n         6.6 DEFINITION OF COMPANY. Solely for purposes of this Article 6, the\nterm 'Company' also shall include any existing or future subsidiaries of the\nCompany that are operating during the time periods described herein and any\nother entities that directly or indirectly, through one or more intermediaries,\ncontrol, are controlled by or are under common control with the Company during\nthe periods described herein.\n\n\n                                       12\n\n\n         6.7 ACKNOWLEDGMENT BY EXECUTIVE. The Executive acknowledges and\nconfirms that (a) the restrictive covenants contained in this Article 6 are\nreasonable and necessary to protect the legitimate business interests of the\nCompany, and (b) the restrictions contained in this Article 6 (including without\nlimitation the length of the term of the provisions of this Article 6) are not\noverbroad, overlong, or unfair and are not the result of overreaching, duress or\ncoercion of any kind. The Executive further acknowledges and confirms that the\nExecutive's full, uninhibited and faithful observance of each of the covenants\ncontained in this Article 6 will not cause the Executive any undue hardship,\nfinancial or otherwise, and that enforcement of each of the covenants contained\nherein will not impair the Executive's ability to obtain employment commensurate\nwith the Executive's abilities and on terms fully acceptable to the Executive or\notherwise to obtain income required for the comfortable support of the Executive\nand the Executive's family and the satisfaction of the needs of the Executive's\ncreditors. The Executive acknowledges and confirms that the Executive's special\nknowledge of the business of the Company is such as would cause the Company\nserious injury or loss if the Executive were to use such ability and knowledge\nto the benefit of a competitor or were to compete with the Company in violation\nof the terms of this Article 6. The Executive further acknowledges that the\nrestrictions contained in this Article 6 are intended to be, and shall be, for\nthe benefit of and shall be enforceable by, the Company and its successors and\nassigns, including, without limitation, any successor to the Company, whether by\nmerger, consolidation, sale of stock, sale of assets or otherwise.\n\n         6.8 REFORMATION BY COURT. In the event that a court of competent\njurisdiction shall determine that any provision of this Article 6 is invalid or\nmore restrictive than permitted under the governing law of such jurisdiction,\nthen only as to enforcement of this Article 6 within the jurisdiction of such\ncourt, such provision shall be interpreted and enforced as if it provided for\nthe maximum restriction permitted under such governing law.\n\n         6.9 EXTENSION OF TIME. If the Executive shall be in violation of any\nprovision of this Article 6, then each time limitation set forth in this Article\n6 shall be extended for a period of time equal to the period of time during\nwhich such violation or violations occur. If the Company seeks injunctive relief\nfrom such violation in any court, then the covenants set forth in this Article 6\nshall be extended for a period of time equal to the pendency of such proceeding\nincluding all appeals by the Executive.\n\n         6.10 SURVIVAL. The provisions of this Article 6 shall survive the\ntermination of this Agreement, as applicable.\n\n     7. INJUNCTION. It is recognized and hereby acknowledged by the parties\nhereto that a breach by the Executive of any of the covenants contained in\nArticle 6 of this Agreement may cause irreparable harm and damage to the\nCompany, the monetary amount of which may be virtually impossible to ascertain.\nAs a result, the Executive recognizes and hereby acknowledges that the Company\nshall be entitled, without the necessity of proving damages or posting a bond,\nto an injunction from any court of competent jurisdiction enjoining and\nrestraining any violation of any or all of the covenants contained in Article 6\n\n\n                                       13\n\n\nof this Agreement by the Executive or any of the Executive's affiliates,\nassociates, partners or agents, either directly or indirectly, and that such\nright to injunction shall be cumulative and in addition to whatever other\nremedies the Company may possess. If the Company should fail to obtain any\ninjunction when the Company seeks an injunction pursuant to this Section (other\nthan due to the fact that the parties reach a settlement or the Executive ceases\nthe activities complained of by the Company without need of an injunction), then\nthe Company shall reimburse the Executive for the Executive's reasonable\nattorney's fees and expenses pertaining to the proceedings to seek the\ninjunction.\n\n     8. MEDIATION. In the event a dispute arises out of or relates to this\nAgreement, or the breach thereof, and if the dispute cannot be settled through\nnegotiation, the parties hereby agree first to attempt in good faith to settle\nthe dispute by mediation administered by the American Arbitration Association\nunder its Employment Mediation Rules before resorting to arbitration as set\nforth in Section 8 below. Notwithstanding the foregoing, (i) the Company has the\nright to seek an injunction under Section 7 hereof, and (ii) either party may\nseek an injunction or entry of judgment on an arbitration award under Section 9\nof this Agreement. The cost and expenses of mediators (but not the fees and\nexpenses of any counsel or other professional representing any party other than\nthe Company) shall be borne by the Company. If any dispute is settled by\nmediation pursuant to this Section and the Company fails to achieve any decision\nin its favor, then the Company shall reimburse the Executive for the Executive's\nreasonable attorneys' fees and expenses pertaining to the mediation proceedings.\n\n     9. ARBITRATION. In the event that mediation pursuant to Section 8 of this\nAgreement has failed after thirty (30) days or the parties to this Agreement\nboth agree not to mediate, any dispute or controversy arising under or in\nconnection with this Agreement shall be settled exclusively by arbitration in\nNew York County, New York, in accordance with the Rules of the American\nArbitration Association then in effect with respect to arbitration of commercial\nmatters (except to the extent that the procedures outlined below differ from\nsuch rules). Within ten (10) days after written notice by either party has been\ngiven that a dispute exists and that arbitration is required, each party must\nselect an arbitrator and those two arbitrators shall promptly, but in no event\nlater than ten (10) days after their selection, select a third arbitrator. The\nparties agree to act as expeditiously as possible to select arbitrators and\nconclude the dispute. The selected arbitrators must render their decision in\nwriting. The cost and expenses of the arbitrators (but not the fees and expenses\nof any counsel or other professional representing any party other than the\nCompany) shall be borne by the Company. Judgment may be entered on the\narbitrators' award in any court having jurisdiction. Pursuit of an injunction\nshall not impair arbitration on all remaining issues. If any dispute is settled\nby arbitration pursuant to this Section and the Company fails to achieve any\ndecision in its favor, then the Company shall reimburse the Executive for the\nExecutive's reasonable attorneys' fees and expenses pertaining to the\narbitration proceedings.\n\n     10. ASSIGNMENT. Neither party shall have the right to assign or delegate\ntheir rights or obligations hereunder, or any portion thereof, to any other\nperson, except that the rights of the Company may be assigned by the Company to\nany person or entity acquiring a substantial portion of the Company's assets or\nto any successor of the Company.\n\n                                       14\n\n\n     11. GOVERNING LAW. This Agreement shall be governed by and construed in\naccordance with the laws of the State of New York.\n\n     12. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement\nbetween the parties hereto with respect to the subject matter hereof and, upon\nits effectiveness, shall supersede all prior agreements, understandings and\narrangements, both oral and written, between the Executive and the Company (or\nany of its affiliates) with respect to such subject matter. This Agreement may\nnot be modified in any way unless by a written instrument signed by both the\nCompany and the Executive.\n\n     13. NOTICES: All notices required or permitted to be given hereunder shall\nbe in writing and shall be personally delivered by courier, sent by registered\nor certified mail, return receipt requested or sent by confirmed facsimile\ntransmission addressed as set forth herein. Notices personally delivered, sent\nby facsimile or sent by overnight courier shall be deemed given on the date of\ndelivery and notices mailed in accordance with the foregoing shall be deemed\ngiven upon the earlier of receipt by the addressee, as evidenced by the return\nreceipt thereof, or three (3) days after deposit in the U.S. mail. Notice shall\nbe sent (i) if to the Company, addressed to NetCreations, Inc., 379 West\nBroadway, Suite 202, New York, New York 10012, attention: Chief Executive\nOfficer, with a copy to Greenberg Traurig, Met Life Building, 200 Park Avenue,\n15th Floor, New York, New York 10166, Attention: Andrew J. Cosentino, Esq.; and\n(ii) if to the Executive, to the Executive's address as reflected on the payroll\nrecords of the Company, with a copy to such other person as the Executive may\nindicate from time to time by written notice to the Company, or to such other\naddress as either party hereto may from time to time give notice of to the\nother.\n\n     14. BENEFITS; BINDING EFFECT. This Agreement shall be for the benefit of\nand binding upon the parties hereto and their respective heirs, personal\nrepresentatives, legal representatives, and successors, including, without\nlimitation, any successor to the Company, whether by merger, consolidation, sale\nof stock, sale of assets or otherwise.\n\n     15. SEVERABILITY. The invalidity of any one or more of the words, phrases,\nsentences, clauses or sections contained in this Agreement shall not affect the\nenforceability of the remaining portions of this Agreement or any part thereof,\nall of which are inserted conditionally on their being valid in law, and, in the\nevent that any one or more of the words, phrases, sentences, clauses or sections\ncontained in this Agreement shall be declared invalid, this Agreement shall be\nconstrued as if such invalid word or words, phrase or phrases, sentence or\nsentences, clause or clauses, or section or sections had not been inserted. If\nsuch invalidity is caused by length of time or size of area, or both, the\notherwise invalid provision will be considered to be reduced to a period or area\nwhich would cure such invalidity.\n\n     16. WAIVERS. The waiver by either party hereto of a breach or violation of\nany term or provision of this Agreement shall not operate nor be construed as a\nwaiver of any subsequent breach or violation.\n\n     17. DAMAGES. Subject to compliance with Sections 7, 8 and 9 of this\nAgreement, to the extent applicable, nothing contained herein shall be construed\n\n\n                                       15\n\nto prevent the Company or the Executive from seeking and recovering from the\nother damages sustained by either or both of them as a result of its or the\nExecutive's breach of any term or provision of this Agreement. In the event that\neither party hereto brings suit for the collection of any damages resulting\nfrom, or the injunction of any action constituting, a breach of any of the terms\nor provisions of this Agreement, then the party found to be at fault shall pay\nall reasonable court costs and attorneys' fees of the other.\n\n     18. SECTION HEADINGS. The section headings contained in this Agreement are\nfor reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n     19. NO THIRD PARTY BENEFICIARY. Nothing expressed or implied in this\nAgreement is intended, or shall be construed, to confer upon or give any person\nany rights or remedies under or by reason of this Agreement, other than the\nCompany, the parties hereto and their respective heirs, personal\nrepresentatives, legal representatives, and successors, including, without\nlimitation, any successor to the Company, whether by merger, consolidation, sale\nof stock, sale of assets or otherwise.\n\n     20. INDEMNIFICATION.\n\n            a. The Company shall indemnify and hold harmless the Executive to\nthe fullest extent permitted by law from and against any and all claims,\ndamages, expenses (including reasonable attorneys' fees), judgments, penalties,\nfines, settlements, and all other liabilities incurred or paid by the Executive\nin connection with the investigation, defense, prosecution, settlement or appeal\nof any threatened, pending or completed action, suit or proceeding, whether\ncivil, criminal, administrative or investigative and to which the Executive was\nor is a party or is threatened to be made a party by reason of the fact that the\nExecutive is or was an officer, employee or agent of the Company, or by reason\nof anything done or not done by the Executive in any such capacity or\ncapacities, provided that the Executive acted in good faith, in a manner that\nwas not grossly negligent and did not constitute willful misconduct and in a\nmanner the Executive reasonably believed to be in or not opposed to the best\ninterests of the Company, and, with respect to any criminal action or\nproceeding, had no reasonable cause to believe the Executive's conduct was\nunlawful. The Company also shall pay any and all reasonable expenses (including\nattorney's fees) incurred by the Executive as a result of the Executive being\ncalled as a witness in connection with any matter involving the Company and\/or\nany of its officers or directors (other than an action or suit by the Company\nagainst the Executive).\n\n            b. The Company shall pay any reasonable expenses (including\nattorneys' fees), judgments, penalties, fines, settlements, and other\nliabilities incurred by the Executive in investigating, defending, settling or\nappealing any action, suit or proceeding described in this Section 20 (other\nthan an action or proceeding by the Company against the Executive) in advance of\nthe final disposition of such action, suit or proceeding. The Company shall\npromptly pay the amount of such expenses to the Executive, but in no event later\n\n\n                                       16\n\nthan ten (10) days following the Executive's delivery to the Company of a\nwritten request for an advance pursuant to this Section 20, together with a\nreasonable accounting of such expenses.\n\n            c. The Executive hereby undertakes and agrees to repay to the\nCompany any advances made pursuant to this Section 20 if and to the extent that\nit shall ultimately be agreed by the parties or determined by a court that the\nExecutive is not entitled to be indemnified by the Company for such amounts.\n\n            d. The Company shall make the advances contemplated by this Section\n20 regardless of the Executive's financial ability to make repayment, and\nregardless of whether indemnification of the Indemnitee by the Company will\nultimately be required. Any advances and undertakings to repay pursuant to this\nSection 20 shall be unsecured and interest-free.\n\n            e. The provisions of this Section 20 shall survive the termination\nof this Agreement.\n\n\n\n         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of\nthe date first above written.\n\n                                   COMPANY:\n\n                                   NETCREATIONS, INC.\n\n                                   By:___________________________________\n                                      Name:\n                                      Title:\n\n                                   EXECUTIVE:\n\n                                   By:___________________________________\n                                      Allison Fillmore, individually\n\n\n\n                                       17\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8322],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9544],"class_list":["post-39390","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netcreations-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39390","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39390"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39390"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39390"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39390"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}