{"id":40505,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-doubleclick-inc-and-jeffrey-epstein.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-doubleclick-inc-and-jeffrey-epstein","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-doubleclick-inc-and-jeffrey-epstein.html","title":{"rendered":"Severance Agreement &#8211; DoubleClick Inc. and Jeffrey Epstein"},"content":{"rendered":"<pre>                                 20 August 2001\n\nJeffrey Epstein\n107 Canoe Hill Road\nNew Canaan, CT  06840\n\n                  Re:      Your New Capacity at DoubleClick\n                           --------------------------------\nDear Jeff:\n\n                  This letter agreement will confirm our understandings and\nobligations in connection with your separation from DoubleClick Inc. As used in\nthis letter agreement, \"DoubleClick\" is defined to include, as appropriate,\nDoubleClick Inc., any directly or indirectly held subsidiary, any affiliated\nentity, and any successor to any of the foregoing.\n\n                  Resignation. You hereby resign, effective 24 August 2001, from\nyour position as Executive Vice President, Corporate Development, and any other\ncurrently-held positions with DoubleClick. This letter agreement confirms that\nyour authority and responsibility for any DoubleClick \"policymaking function\"\n(as that term is used in Rule 16a-1 to the Rules and Regulations to the\nSecurities Exchange Act of 1934) immediately ceases upon your resignation from\nthese positions. From 24 August 2001 through the Termination Date (as defined\nbelow), you will continue to be employed by DoubleClick and will assist in those\nspecial projects as may be designated by DoubleClick's Chief Executive Officer\nand reasonably acceptable to you. DoubleClick acknowledges that you will be able\nto serve in your new capacity without being present in DoubleClick's offices on\na daily basis.\n\n                  Separation Pay. In lieu of a notice period and in\nconsideration for your agreeing to the terms of this agreement, you will receive\nyour regular salary at your current base rate of pay for the period from today\nuntil 01 March 2002 (the \"Termination Date\"). In addition, on or before 01 April\n2002, you will receive 8\/12 of your full-year 2001 bonus paid at target. All\npayments will be less (x) customary deductions and (y) withholding.\n\n                  Stock Sales. Immediately following your resignation,\nDoubleClick will, to the extent necessary, file to remove you as a Section 16\nreporting officer. You acknowledge that you are familiar with the trading and\nreporting requirements applicable to a former Section 16 reporting officer.\nUntil the Termination Date,\n\n\n\n \n\n\n\nJeffrey Epstein\n20 August 2001\nPage 2\n\n\nyou agree to continue to abide by DoubleClick's insider trading policies, for\nwhich purposes you shall remain a \"Listed Employee.\" Following the Termination\nDate until 2 January 2003, you agree to notify DoubleClick in advance of any\nplanned stock sales, although it is acknowledged that you will no longer be\nsubject to DoubleClick's insider trading policies following the Termination\nDate.\n\n                  Stock Options. This letter agreement confirms that all stock\noptions granted to you by DoubleClick prior to the date of this letter will\ncontinue to vest according to their respective terms through the Termination\nDate.\n\n                  Release of Claims. On or promptly following the Termination\nDate, DoubleClick hereby agrees to execute the release attached hereto as\nExhibit A, and you hereby agree to execute the release attached hereto as\nExhibit B. You acknowledge and agree that DoubleClick's obligation to pay any\nseparation pay to you hereunder (other than salary continuation) is expressly\ncontingent upon your execution of the release attached as Exhibit B (provided\nthat DoubleClick concurrently executes the release attached as Exhibit A).\n\n                  Confidentiality. You shall keep the terms and conditions of\nthis agreement strictly confidential. You shall not disclose the terms of this\nagreement, except to your tax, finance, or legal advisors, or to your immediate\nfamily members, or to potential new employers, each of whom will also have an\nobligation of confidentiality.\n\n                  You further recognize and reaffirm that the Employee Covenant\nof Confidentiality and the Employee Proprietary Information and Inventions\nAgreement you signed pursuant to your employment with DoubleClick continue in\nfull force and effect. You agree that you will never disclose DoubleClick trade\nsecret or proprietary information, including but not limited to information in\nits databases, technical or scientific information relating to current or future\nproducts, services, or research, business or marketing plans or projections,\nearnings and other financial data, personnel information, including executive\nand organizational changes, software, computer systems and programs, and\npolicies and procedures of DoubleClick.\n\n                  Return of Company Property. By signing below, you agree that\nyou will use your best efforts to return to DoubleClick, on or before the\nTermination Date, any documents (including electronic documents, disks, and\nfiles) that you received and\/or created as part of your employment with\nDoubleClick and that remain in your possession, custody or control, and you\nfurther agree that you will not, to the best of your knowledge and belief, have\nretained (yourself or through an agent) any copies thereof. You further agree\nthat you will use your best efforts to return, on or before the Termination\nDate, all tangible company property that remains in your possession, custody or\ncontrol, including but not limited to company-sponsored credit cards and\/or\ncalling cards, keys, badges, and any other company property . As partial\nconsideration of this agreement, DoubleClick will transfer ownership of your\ncellular telephone and\n\n\n\n \n\n\n\nJeffrey Epstein\n20 August 2001\nPage 3\n\n\nlaptop computer. You agree and understand that your material compliance with the\nrequirements of this paragraph is an express condition to your entitlement to\nthe Separation Pay (other than salary continuation) set forth above. We\nacknowledge that you will vacate your office following the date of this letter\nagreement, and that you may remove your personal belongings from the company\npremises at your convenience. You agree that DoubleClick may, at its discretion,\nexamine all documents and other materials that you have designated as personal,\nprior to their removal from the company premises.\n\n                  Outplacement. DoubleClick will pay for outplacement services\nwith the company's selected vendor with maximum coverage of $10,000 or six\nmonths. The six month period will commence at your discretion.\n\n                  Non-Solicitation. You agree that, for a period of one year\nfrom your Termination Date, you may not solicit any DoubleClick employee on\nbehalf of another employer or encourage any DoubleClick employee to leave the\ncompany. Similarly, you agree that, for the same one-year period, you may not\nsolicit any DoubleClick account, on your behalf or on behalf of any other\nindividual or entity, for the purpose of engaging in \"DoubleClick Competitive\nBusiness\" (as defined in the following paragraph).\n\n                  Non-Competition. You agree that, for a period of one year\nfollowing your Termination Date, you may not, as an employee, agent, consultant,\nadvisor, independent contractor, partner, officer, director, stockholder, owner,\nco-venturer, principal, investor, lender, or guarantor of any corporation,\npartnership, or other entity, or in any other capacity, directly or indirectly:\n(a) engage in any business in which DoubleClick, as of the Termination Date, is\nengaged or, to your knowledge, proposes to engage, in each case as a material\npart of DoubleClick's business (\"DoubleClick Competitive Business\"); (b)\nauthorize your name to be used in connection with a DoubleClick Competitive\nBusiness; or (c) acquire any debt, equity, or other ownership interest in any\nperson or entity engaged, to your knowledge, in a DoubleClick Competitive\nBusiness, except that you may own, in the aggregate, not more than one percent\n(1%) of the outstanding equity of any publicly-traded entity that is engaged in\na DoubleClick Competitive Business as a material part of such entity's business.\nYou hereby acknowledge that the scope of this non-competition obligation is fair\nand reasonable, and is given in consideration of the other benefits set forth in\nthis letter agreement.\n\n                  Duty to Cooperate. You agree to cooperate with DoubleClick, on\nreasonable request and at DoubleClick's sole expense, in providing truthful\ntestimony or information with respect to all inquiries or investigations, claims\nand litigation pertaining to DoubleClick. You will not be required to be a\nsignatory related to the accuracy of the company's financial statements for any\nperiod after 30 June 2001.\n\n\n\n \n\n\n\nJeffrey Epstein\n20 August 2001\nPage 4\n\n\n                  Indemnification. DoubleClick hereby confirms that, with\nrespect to any matter in which (i) you are named as a defendant or (ii) your\nactions as an officer or employee of DoubleClick are at issue, you will remain\nentitled to all indemnification and related protections currently extended to\nDoubleClick's officers under its certificate of incorporation and bylaws.\nHowever, DoubleClick will not (except to the extent otherwise currently provided\nin DoubleClick's certificate of incorporation or bylaws) be obligated to\nindemnify or defend you in any instance in which DoubleClick, in its reasonable\ndiscretion exercised in good faith, believes that you have been involved in an\nact of fraud, gross negligence or willful misconduct. This letter agreement\nconfirms that you will continue to be covered under DoubleClick's directors' and\nofficers' insurance for matters occurring during your tenure as an officer or\nemployee of DoubleClick Inc. or as a director of its affiliated entities.\n\n                  Non-Disparagement. DoubleClick agrees not to disparage your\nprofessional or personal reputation. Similarly, you agree not to disparage\nDoubleClick or the professional or personal reputation of any DoubleClick\nrepresentative. An internal announcement and press release will be drafted for\nyour advance review. You and DoubleClick agree to respond to inquiries about\nyour departure with a mutually agreed upon statement. Notwithstanding the\nforegoing, you agree not to respond to press inquiries about your separation\nfrom DoubleClick without DoubleClick's prior agreement. If a prospective\nemployer contacts DoubleClick regarding your employment, a senior executive of\nDoubleClick will provide a positive account of your service to DoubleClick.\nOtherwise, only title and dates of employment will be released without your\nadvance written consent.\n\n                  Benefits. You are entitled to the following benefits: You will\nreceive payment for any accrued but unused Paid Time Off days. You will receive\nany entitlement under DoubleClick's 401(k) plan in accordance with the terms of\nthe plan as applied to all covered employees. You will be refunded the post-tax\nvalue of your cash balance from contributions, if any, to the Employee Stock\nPurchase Plan. You will be reimbursed for any usual and ordinary business\nexpenses incurred in connection with your employment in accordance with\nDoubleClick's expense policy. You will be entitled to retain, and exercise, all\nstock options vested on or before the Termination Date in accordance with the\nterms expressed in the respective notices of grant of stock option. Your\nentitlement to stock option vesting shall cease completely as of that date.\n\n                  Your benefits and coverages under the medical insurance\narrangements to which you are subject as of the date of this agreement will\ncontinue, under the current terms and conditions, through the Termination Date,\non which date such benefits and coverages will cease and you will be eligible to\ncontinue such benefits and coverages at your expense pursuant to the federal law\nknown as COBRA. You will be receiving more detailed information concerning your\noption to continue your health coverage under separate cover. Other than the\nforegoing benefits and the Separation Pay set forth above, you will not be\nentitled to any form of payment or benefit.\n\n\n\n \n\n\n\nJeffrey Epstein\n20 August 2001\nPage 5\n\n\n                  Entire Agreement\/Choice of Law\/Severability. This agreement\ncontains the entire agreement between the parties, and shall be governed by the\nlaws of the State of New York without giving effect to its principles of\nconflicts of law. You hereby agree that you are subject to the jurisdiction of\nthe courts of the State of New York. This agreement may not be changed orally,\nbut only by an agreement in writing signed by the party against whom enforcement\nof any waiver, change, modification or discharge is sought.\n\n                  Should any provision of this agreement be declared or be\ndetermined by any court of competent jurisdiction to be illegal or invalid, the\nvalidity of the remaining parts, terms, or provisions shall not be affected\nthereby and said illegal or invalid part, term, or provision shall be deemed not\nto be part of this agreement.\n\n                  Acknowledgment. You acknowledge by signing this agreement that\nyou have read it in its entirety, understand all of its terms and conditions,\nand knowingly and voluntarily assent to those terms and conditions. Any\nalterations to this agreement shall not affect its terms; your signature shall\nbe deemed an acceptance of its terms without modification. You further\nacknowledge that you have been advised of your right to consult with counsel in\nconnection with this agreement.\n\n                  You have 21 days to consider this agreement (a period which\nyou may waive) before signing it and returning it. In addition, if you sign and\nreturn this agreement, you have seven days after signing it to revoke your\nrelease and waiver of claims under the ADEA by notifying me, in writing. You\nunderstand that, in the event you revoke your release of claims under the ADEA,\nDoubleClick will be relieved of its obligation to provide you the Separation\nPay. Therefore, the promise to provide to you the Separation Pay will take\neffect eight days after you return this signed agreement (assuming you do not\nrevoke your release of ADEA claims).\n\n\n\n \n\n\n\n\nJeffrey Epstein\n20 August 2001\nPage 6\n\n\n                  To signify your acceptance of these terms, please sign and\ndate this agreement in the space provided and return the original to me.\n\n                                         Very truly yours,\n\n                                         DoubleClick Inc.\n\n\n                                         By:      \/s\/ Brian Schipper          \n                                            ------------------------------------\n                                                  Brian Schipper\n                                                  Sr. Vice President\n                                                  Human Resources\nAGREED TO AND ACCEPTED:\n\n\n \/s\/ Jeffrey Epstein                                                         \n-----------------------------------\n     Jeffrey Epstein\n\n  August 20, 2001                                                            \n-----------------------------------\n     Date\n\n\n\n\n \n\n\n\n\n                                    Exhibit A\n\n                      RELEASE OF CLAIMS BY DOUBLECLICK INC.\n\n\n         For good and valuable consideration, DoubleClick Inc., on its own\nbehalf and on behalf of any present and former subsidiaries, divisions,\ndepartments, affiliated entities, predecessors, partners, joint venturers,\ndirectors, officers, shareholders, agents, employees, successors, and assigns\n(collectively referred to hereinafter as \"DoubleClick\") waives, releases, and\ndischarges Jeffrey Epstein, any spouse, heirs, legal representatives and assigns\n(collectively, \"Epstein\"), from any and all claims, rights, demands, debts,\nobligations, damages or accountings of whatever nature which it may have, may\nhave had, or, in the future, may believe it had, against Epstein arising prior\nto the date of its signing this release, whether known or unknown, asserted or\nunasserted other than acts or conduct constituting fraud or intentional\nmisconduct, including but not limited to: (a) all claims and liability for any\nacts that violated or may have violated its rights under any contract, tort, or\nother common law, any federal, state or local law, or any other duty or\nobligation of any kind; (b) all liability for any claims whatsoever which were\nor may have been alleged against or imputed to Epstein by DoubleClick or anyone\nacting on Epstein's behalf; (c) all rights to or claims for wages, commissions,\nmonetary or equitable relief, or compensatory, punitive, or liquidated damages,\nor reemployment or reinstatement in any position; and (d) all rights to or\nclaims for attorneys' fees, costs, or disbursements.\n\n         Notwithstanding the foregoing, this release shall not apply to claims\nbased on, or preserved by, the 13 August 2001 letter agreement between Epstein\nand DoubleClick.\n\n\n                                          DOUBLECLICK INC.\n\n\n\n                                          By: \n                                              -----------------------\n                                          Brian Schipper\n                                          Senior Vice President, Human Resources\n\n                                          March 1, 2002\n\n\n\n\n \n\n\n\n                                    Exhibit B\n\n                      RELEASE OF CLAIMS BY JEFFREY EPSTEIN\n\n\n         For good and valuable consideration, I, on my own behalf and on behalf\nof any spouse, heirs, legal representatives and assigns, waive, release, and\ndischarge DoubleClick Inc., its present and former subsidiaries, divisions,\ndepartments, affiliated entities, predecessors, partners, joint venturers,\ndirectors, officers, shareholders, agents, employees, successors, and assigns\n(collectively referred to hereinafter as \"DoubleClick\") from any and all claims,\nrights, demands, debts, obligations, damages or accountings of whatever nature\nwhich I may have, may have had, or, in the future, may believe I had, against\nDoubleClick arising prior to the date of my signing this release, whether known\nor unknown, asserted or unasserted other than acts or conduct constituting fraud\nor intentional misconduct, including but not limited to: (a) all claims and\nliability for any acts that violated or may have violated my rights under any\ncontract, tort, or other common law, any federal, state, or local fair\nemployment practices or civil rights law or regulation, any employee relations\nstatute, executive order, law, regulation, or ordinance, any workers\ncompensation law, or any other duty or obligation of any kind, including but not\nlimited to rights created by 42 U.S.C. 'SS' 1981, Title VII of the Civil Rights\nAct of 1964 (\"Title VII\"), the Age Discrimination in Employment Act (\"ADEA\"),\nthe Americans with Disabilities Act (\"ADA\"), and all other federal, state, and\nlocal laws prohibiting employment discrimination of whatever kind or nature; (b)\nall liability for any claims whatsoever which were or may have been alleged\nagainst or imputed to DoubleClick by me or anyone acting on my behalf; (c) all\nrights to or claims for wages, commissions, monetary or equitable relief, or\ncompensatory, punitive, or liquidated damages, or reemployment or reinstatement\nin any position; and (d) all rights to or claims for attorneys' fees, costs, or\ndisbursements.\n\n         Notwithstanding the foregoing, this release shall not apply to claims\nbased on, or preserved by, the 13 August 2001 letter agreement between myself\nand DoubleClick.\n\n\n                                                     ------------------------\n                                                     Jeffrey Epstein\n\n                                                     March 1, 2002\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7345],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9539,9551],"class_list":["post-40505","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-doubleclick-inc","corporate_contracts_industries-services__advertising","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40505","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=40505"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40505"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40505"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40505"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}