{"id":39905,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-retention-agreement-cmgi-inc-and-david-andonian.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-retention-agreement-cmgi-inc-and-david-andonian","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-retention-agreement-cmgi-inc-and-david-andonian.html","title":{"rendered":"Executive Retention Agreement &#8211; CMGI Inc. and David Andonian"},"content":{"rendered":"<pre>\n                         EXECUTIVE RETENTION AGREEMENT\n                         -----------------------------\n\n     THIS EXECUTIVE RETENTION AGREEMENT (\"Agreement\") by and between CMGI, Inc.,\na Delaware corporation (the \"Company\") headquartered 100 Brickstone Square,\nAndover, Massachusetts and  David Andonian (the \"Executive\"), is made as of July\n9, 2001.\n\n     WHEREAS, the Board of Directors of the Company (the \"Board\") has determined\nthat Executive plays a critical role in the operations of the Company; and\n\n     WHEREAS, the Board has determined that appropriate steps should be taken to\nreinforce and encourage the continued employment and dedication of the\nExecutive.\n\n     NOW, THEREFORE, as an inducement for and in consideration of the Executive\nremaining in its employ, the Company agrees that the Executive shall receive the\nseverance benefits set forth in this Agreement in the event the Executive's\nemployment with the Company is terminated under the circumstances described\nbelow.\n\n1.   Not an Employment Contract.  The Executive acknowledges that this Agreement\n     --------------------------                                                 \ndoes not constitute a contract of employment or impose on the Company any\nobligation to retain the Executive as an employee and that this Agreement does\nnot prevent the Executive from terminating his employment.  Executive\nunderstands and acknowledges that he is an employee at will and that either he\nor the Company may terminate the employment relationship between them at any\ntime and for any reason.\n\n2.   Severance Pay.\n     ------------- \n\n(a)  Severance Pay Following a Change in Control.  In the event a Change in\n     -------------------------------------------                            \nControl (as defined below) occurs and, within one (1) year thereafter, the\nemployment of the Executive is terminated by the Company for a reason other than\nfor Cause (as defined below) or by the Executive for Good Reason (as defined\nbelow), then the Company shall pay to the Executive (as severance pay) a lump\nsum payment equal to (i) his then current base salary multiplied by two (2),\nplus (ii) his then current target bonus multiplied by two (2), within 30 days\nafter the Termination Date (as defined below). Additionally, on the Executive's\nlast day of employment, the vesting of each of the stock options to purchase\nshares of common stock of the Company set forth on Exhibit A hereto shall be\n                                                   ---------\naccelerated in full, such that the Executive shall be entitled to exercise such\nstock options (in accordance with the exercise terms and conditions set forth in\nthe option agreement and\/or plan pursuant to which such stock options were\ngranted) to the same extent as he would have been entitled had he been\ncontinuously employed by the Company until the end of the vesting period related\nto each such stock option. The Executive agrees that after the Termination Date,\nbut prior to payment of the severance pay, bonus and acceleration of stock\noptions called for by this paragraph, he shall execute a release, based on the\nCompany's standard form severance agreement, of any and all claims he may have\nagainst the Company and its officers, employees, directors, parents and\naffiliates. Executive understands and agrees that the payment of the severance\npay, bonus and the acceleration of options called for by this paragraph are\ncontingent on his execution of the previously described release of claims.\n\n \n(b)  Severance Pay Absent a Change in Control.  In the event the employment of\n     ----------------------------------------                                 \nthe Executive is terminated by the Company for a reason other than for Cause (as\ndefined below), then the Company shall continue to pay to the Executive (as\nseverance pay), (i) his regular semi-monthly base salary as in effect on the\nExecutive's last day of employment (exclusive of bonus or any other\ncompensation), for one (1) year following the Termination Date (as defined\nbelow), plus (ii) at the end of such year, the amount of Executive's target\nbonus as in effect on the Executive's last day of employment. Unless the parties\nagree otherwise, the severance pay provided for in clause (i) above shall be\npaid in installments, in accordance with the Company's regular payroll\npractices, and the severance pay set forth in (ii) above shall be paid within 30\ndays of the end of the fiscal year to which such amount relates. The Executive\nagrees that after the Termination Date, but prior to payment of the severance\npay and bonus called for by this paragraph, he shall execute a release, based on\nthe Company's standard form severance agreement, of any and all claims he may\nhave against the Company and its officers, employees, directors, parents and\naffiliates. Executive understands and agrees that the payment of the severance\npay and bonus called for by this paragraph are contingent on his execution of\nthe previously described release of claims.\n\n(c)  Sole Remedy.  The payment to the Executive of the amounts payable under   \n     -----------                                                             \nthis Section 2 (and applicable acceleration of options) shall constitute the\nsole remedy of the Executive in the event of a termination of the Executive's\nemployment by the Company or a resignation by the Executive that results in\npayment of benefits under this Section 2.\n\n3.   Definitions.  For purposes of this Agreement, the following terms shall\n     -----------                                                             \nhave the following meanings:\n\n(a)  \"Cause\" shall mean a good faith finding by the Company of: (i) gross\nnegligence or willful misconduct by Executive in connection with his employment\nduties, (ii) failure by Executive to perform his duties or responsibilities\nrequired pursuant to his employment, after written notice and an opportunity to\ncure, (iii) mis-appropriation by Executive for his personal use of the assets or\nbusiness opportunities of the Company, or its affiliates, (iv) embezzlement or\nother financial fraud committed by Executive, (v) the Executive knowingly\nallowing any third party to commit any of the acts described in any of the\npreceding clauses (iii) or (iv), or (vi) the Executive's indictment for,\nconviction of, or entry of a plea of no contest with respect to, any felony.\n\n(b)  \"Good Reason\" shall mean: (i) the unilateral relocation by the Company of\nthe Executive's principal work place for the Company to a site more than 60\nmiles from Andover, Massachusetts; (ii) a reduction in the Executive's then\ncurrent base salary, without the Executive's consent; or (iii) the Executive's\nassignment to a position where the duties of the position are outside his area\nof professional competence.\n\n(c)  \"Change in Control\" shall mean the consummation of any of the following\nevents during the Employment Period: (i) a sale, lease or disposition of all or\nsubstantially all of the assets of the Company, or (ii) a sale, merger,\nconsolidation, reorganization, recapitalization, sale of assets, stock purchase,\ncontribution or other similar transaction (in a single transaction or a series\nof related transactions) of the Company with or into any other corporation or\ncorporations or other entity, or any other corporate reorganization, where the\nstockholders of the Company \n\n                                      -2-\n\n \nimmediately prior to such event do not retain (in substantially the same\npercentages) beneficial ownership, directly or indirectly, of more than fifty\npercent (50%) of the voting power of and interest in the successor entity or the\nentity that controls the successor entity, provided, however, that no Change in\nControl shall be deemed to have occurred due to the conversion or payment of any\nequity or debt instrument of the Company which is outstanding on the date\nhereof.\n\n(d)   \"Termination Date\" shall mean the Executive's last day on the payroll of\nthe Company.\n\n4.    Miscellaneous.\n      ------------- \n\n(a)   Notices.  Any notices delivered under this Agreement shall be deemed duly\n      -------                                                                  \ndelivered four business days after it is sent by registered or certified mail,\nreturn receipt requested, postage prepaid, or one business day after it is sent\nfor next-business day delivery via a reputable nationwide overnight courier\nservice, in each case to the address of the recipient set forth in the\nintroductory paragraph hereto. Either party may change the address to which\nnotices are to be delivered by giving notice of such change to the other party.\nAll notices to the Company shall also be addressed to the Company's General\nCounsel, or if the Executive holds the position of General Counsel as of the\nTermination Date, the Company's Chief Financial Officer.\n\n(b)   Pronouns.  Whenever the context may require, any pronouns used in this\n      --------                                                              \nAgreement shall include the corresponding masculine, feminine or neuter forms,\nand the singular forms of nouns and pronouns shall include the plural, and vice\nversa.\n\n(c)   Entire Agreement.  This Agreement constitutes the entire agreement between\n      ----------------                                                          \nthe parties and supersedes all prior agreements and understandings, whether\nwritten or oral, relating to the subject matter of this Agreement.\n\n(d)   Amendment.  This Agreement may be amended or modified only by a written\n      ---------                                                              \ninstrument executed by both the Company and the Executive.\n\n(e)   Governing Law.  This Agreement shall be governed by and construed in\n      -------------                                                       \naccordance with the laws of the Commonwealth of Massachusetts.  Any action, suit\nor other legal arising under or relating to any provision of this Agreement\nshall be commenced only in a court of the Commonwealth of Massachusetts (or, if\nappropriate, a federal court located within Massachusetts), and the Company and\nthe Executive each consents to the jurisdiction of such a court.  The Company\nand the Executive each hereby irrevocably waive any right to a trial by jury in\nany action, suit or other legal proceeding arising under or relating to any\nprovision of this Agreement.\n\n(f)   Successors and Assigns.  This Agreement shall be binding upon and inure to\n      ----------------------                                                    \nthe benefit of both parties and their respective successors and assigns,\nincluding any corporation with which or into which the Company may be merged or\nwhich may succeed to its assets or business, provided, however, that the\nobligations of the Executive are personal and shall not be assigned by him or\nher.\n\n(g)   Waivers.  No delay or omission by the Company in exercising any right\n      -------                                                              \nunder this Agreement shall operate as a waiver of that or any other right. A\nwaiver or consent given by the \n\n                                      -3-\n\n \nCompany on any one occasion shall be effective only in that instance and shall\nnot be construed as a bar or waiver of any right on any other occasion.\n\n(h)  Captions.  The captions of the sections of this Agreement are for\n     --------                                                         \nconvenience of reference only and in no way define, limit or affect the scope or\nsubstance of any section of this Agreement.\n\n(i)  Severability.  In case any provision of this Agreement shall be invalid,\n     ------------                                                            \nillegal or otherwise unenforceable, the validity, legality and enforceability of\nthe remaining provisions shall in no way be affected or impaired thereby.\n\n     THE EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT AND\nUNDERSTANDS AND AGREES TO ALL OF THE PROVISIONS IN THIS AGREEMENT.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe day and year set forth above.\n\n                              CMGI, Inc.\n\n\n\n                              By: \/s\/ Jeffrey Yanagi\n                                  ------------------\n\n                              Title: EVP HR\n\n\n\n                              \/s\/ David Andonian\n                              -------------------\n                              David Andonian\n\n                                      -4-\n\n \n                                   EXHIBIT A\n\n\nOptions to purchase CMGI Common Stock granted on:\n\nSeptember 15, 1999\n\nJuly 25, 2000\n\nJuly 9, 2001\n\n                                      -5-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7128],"corporate_contracts_industries":[9417],"corporate_contracts_types":[9539,9544],"class_list":["post-39905","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cmgi-inc","corporate_contracts_industries-financial__holding","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\/39905","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=39905"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39905"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39905"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39905"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}