{"id":40523,"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-ubid-inc-cmgi-inc-and-gregory-jones.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-ubid-inc-cmgi-inc-and-gregory-jones","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-ubid-inc-cmgi-inc-and-gregory-jones.html","title":{"rendered":"Severance Agreement &#8211; uBid Inc., CMGI Inc. and Gregory Jones"},"content":{"rendered":"<pre>\n                              SEVERANCE AGREEMENT\n                              -------------------\n\nTHIS SEVERANCE AGREEMENT (\"Agreement\") by and between uBid, Inc., a\nDelaware corporation (the \"Company\") headquartered at 8550 West Bryn \nMawr Avenue, Suite 220, Chicago, Illinois, CMGI, Inc., (\"CMGI\") a \nDelaware corporation headquartered at 100 Brickstone Square, Andover, \nMassachusetts and Gregory Jones (the \"Executive\"), residing at 366 \nBluffs Edge Drive, Lake Forest, Illinois, is made as of February 21, \n2001.\n\nWHEREAS, the Board of Directors of the Company (the \"Board\") has \ndetermined that the Executive will play a critical role in the \noperations of the Company; and\n\nWHEREAS, the Board has determined that appropriate steps should be \ntaken to reinforce and encourage the continued employment and \ndedication of the Executive;\n\nNOW, THEREFORE, as an inducement for and in consideration of the \nExecutive remaining in its employ, the Company agrees that the \nExecutive shall receive the benefits set forth in this Agreement in \nthe circumstances described below.\n\n1.   Term of Agreement. The term of this Agreement shall be February 21, \n2001 to\n     -----------------                                                          \nFebruary 21, 2003 (\"Retention Period\").  Thereafter, this Agreement \nmay be renewed by written agreement of the parties.\n\n2.   Not A Guarantee of Employment.  The Executive acknowledges that \nthis\n     -----------------------------                                       \nAgreement does not constitute a guarantee of employment or impose on \nthe Company any obligation to retain the Executive as an employee and \nthat this Agreement does not prevent the Executive from terminating \nhis employment.  The Executive understands and acknowledges that he is \nan employee at will and that either he or the Company may terminate \nthe employment relationship between them at any time and for any lawful \nreason.\n\n3.   Severance Pay and Option Acceleration\n     -------------------------------------\n\n     (a)  In the Absence of a Change in Control\n          -------------------------------------\n\nIn the event that no Change in Control (as defined below) has occurred \nand the employment of the Executive is terminated by the Company for a \nreason other than for Cause (as defined below), then the Executive \nshall be eligible for severance pay in accordance with such policies \nas the Company's Board of Directors may establish from time to time, \nprovided he executes a copy of the Company's standard severance \nagreement and release following his last day of employment with the \nCompany.  Such severance pay (which shall be paid only if the \nemployment of the Executive is terminated by the Company for a reason \nother than for Cause, as defined below) shall amount to no less than \nthe equivalent of six months' base wages, less applicable taxes and \nwithholding, \n\n \nand shall be paid in installments, on a semi-monthly basis, in \naccordance with the Company's regular payroll practices.\n\n     (b)  Following a Change in Control.\n          ----------------------------- \n\n     In the event a Change in Control (as defined below) occurs and, thereafter,\nthe employment of the Executive is terminated by the Company for a reason other\nthan for Cause (as defined below), then the Executive shall be eligible for\nseverance pay in accordance with such policies as the Company's Board of\nDirectors may establish from time to time, provided he executes a copy of the\nCompany's standard severance agreement and release following his last day of\nemployment with the Company. Such severance pay (which shall be paid only if the\nemployment of the Executive is terminated by the Company for a reason other than\nfor Cause, as defined below) shall amount to no less than the equivalent of six\nmonths' base wages, less applicable taxes and withholding, and shall be paid in\ninstallments, on a semi-monthly basis, in accordance with the Company's regular\npayroll practices.\n\n     Additionally, with respect to each outstanding option to purchase shares of\ncommon stock of the Company then held by the Executive, on the Executive's last\nday of employment, twenty-five (25) percent of any unvested portion of each\nstock option shall be accelerated such that the Executive shall be entitled to\nexercise the stock option (in accordance with the exercise terms and conditions\nset forth in the option agreement and\/or plan pursuant to which such options\nwere granted) to the same extent as he would have had the accelerated portion of\nthe option vested in accordance with the schedule established in the applicable\nstock option grant.\n\n4.   Guarantee of Payment.  In the event the Company fails to pay the sums\n     ----------------------                                               \ndescribed in section 3(a), CMGI shall, on behalf of the Company, within 10 days\nof receipt of written notice from the Executive, pay such overdue sums to the\nExecutive, provided, however, that in no event shall CMGI be obligated to adopt\na schedule of payments which is less beneficial to it than that which the\nCompany and the Executive have established in section 3(a), and provided further\nthat this guaranty (i) shall be capped at $1,000,000, (ii) shall terminate\nautomatically upon the consummation of the initial public offering after the\ndate hereof of securities of the Company pursuant to an effective registration\nstatement under the Securities Act of 1933, as amended, and (iii) shall be\nreplaceable and terminable, at the sole option of CMGI, with an irrevocable\nletter of credit issued by an acceptable lending institution for the account of\nthe Executive.\n\n5.   Sole Remedy.   The payment to the Executive of the amounts payable under\n     -----------                                                             \nSection 3 (and applicable acceleration of options) along with payment of any\naccrued but unused vacation pay shall constitute the sole remedy of the\nExecutive in the event of a termination of the Executive's employment by the\nCompany.\n\n6.   Definitions.   For purposes of this Agreement, the following terms shall\n     -----------                                                             \nhave the following meanings:\n\n                                       2\n\n \n(a)  \"Cause\" shall mean a good faith finding by the Company of: (i) gross\nnegligence or willful misconduct by the Executive in connection with the\nExecutive's employment duties, (ii) failure by the Executive to perform his\nduties or responsibilities required pursuant to the Executive's employment after\nwritten notice and a 30-day opportunity to cure, (iii) mis-appropriation by the\nExecutive for the Executive's personal use of the assets or business\nopportunities of the Company, or its affiliates, (iv) embezzlement or other\nfinancial fraud committed by the Executive, (v) the Executive knowingly allowing\nany third party to commit any of the acts described in any of the preceding\nclauses (iii) or (iv), or (vi) the Executive's indictment for, conviction of, or\nentry of a plea of no contest with respect to, any felony.\n\n(b)  \"Change in Control\" shall mean the consummation of any of the following\nevents during the Retention Period: (i) a sale, lease or disposition of all or\nsubstantially all of the assets of the Company, or (ii) a merger or\nconsolidation (in a single transaction or a series of related transactions) of\nthe Company with or into any other corporation or corporations or other entity,\nor any other corporate reorganization, where the stockholders of the Company\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 a \"Change in\n                                           --------  ------- \nControl\" shall not include a sale, lease, transfer or other disposition of all\nor substantially all of the capital stock, assets, properties or business of the\nCompany (by way of merger, consolidation, reorganization, recapitalization, sale\nof assets, stock purchase, contribution or other similar transaction) that\ninvolves the Company, on the one hand, and CMGI or any CMGI Subsidiary (as\ndefined herein), on the other hand.\n\n(c)  \"CMGI Subsidiary\" shall mean any corporation or other entity that is\ncontrolled, directly or indirectly, by CMGI.\n\n7. Miscellaneous.\n   ------------- \n\n(a)  Notices.  Any notices delivered under this Agreement shall be deemed duly\n     -------                                                                  \n     delivered four business days after it is sent by registered or certified\n     mail, return receipt requested, postage prepaid, or one business day after\n     it is sent for next-business day delivery via a reputable nationwide\n     overnight courier service, in each case to the address of the recipient set\n     forth in the introductory paragraph hereto.  Either party may change the\n     address to which notices are to be delivered by giving notice of such\n     change to the other party.  All notices to the Company shall also be\n     addressed to the Company's General Counsel with a copy to the General\n     Counsel of CMGI.\n\n(b)  Pronouns.  Whenever the context may require, any pronouns used in this\n     --------                                                              \n     Agreement shall include the corresponding masculine, feminine or neuter\n     forms, and the singular forms of nouns and pronouns shall include the\n     plural, and vice versa.\n\n                                       3\n\n \n(c)  Entire Agreement.  This Agreement constitutes the entire agreement between\n     ----------------                                                          \n     the parties and supersedes all prior agreements and understandings, whether\n     written 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     ---------                                                              \n     instrument executed by both the Company and the Executive.\n\n(e)  Governing Law.  This Agreement shall be governed by and construed in\n     -------------                                                       \n     accordance with the laws of the Commonwealth of Massachusetts. The Company\n     and the Executive each hereby irrevocably waive any right to a trial by\n     jury in any action, suit or other legal proceeding arising under or\n     relating to any provision of this Agreement.\n\n(f)  Successors and Assigns.  This Agreement shall be binding upon and inure to\n     ----------------------                                                    \n     the benefit of both parties and their respective successors and assigns,\n     including any corporation with which or into which the Company may be\n     merged or which may succeed to its assets or business, provided, however,\n     that the obligations of the Executive are personal and shall not be\n     assigned by him.\n\n(g)  Waivers.  No delay or omission by the Company in exercising any right under\n     -------                                                                    \n     this Agreement shall operate as a waiver of that or any other right.  A\n     waiver or consent given by the Company on any one occasion shall be\n     effective only in that instance and shall not be construed as a bar or\n     waiver of any right on any other occasion.\n\n(h)  Captions.  The captions of the sections of this Agreement are for\n     --------                                                         \n     convenience of reference only and in no way define, limit or affect the\n     scope or substance of any section of this Agreement.\n\n(i)  Severability.  In case any provision of this Agreement shall be invalid,\n     ------------                                                            \n     illegal or otherwise unenforceable, the validity, legality and\n     enforceability of the remaining provisions shall in no way be affected or\n     impaired thereby.\n\n                                   * * * * *\n\n                                       4\n\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                              uBid, Inc.\n\n\n                              By:  \/s\/ Andrew J. Hajducky III\n                                  ---------------------------\n\n                              Title: Treasurer\n\n\n                              CMGI, Inc.\n\n\n                              By:  \/s\/ Andrew J. Hajducky III\n                                  ---------------------------\n\n                              Title: Executive Vice President, CFO and \n                                     Treasurer\n\n\n                              EXECUTIVE\n\n\n                              \/s\/ Gregory Jones\n                              ------------------\n\n                              Gregory Jones\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":[9539,9551],"class_list":["post-40523","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40523","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=40523"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40523"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40523"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40523"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}