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EXHIBIT 10.2(N)
May 4, 2000
Bill Zierolf
417 Shrub Oak Lane
Fairfield, CT 06430
Dear Bill:
This letter constitutes the agreement (the "Agreement") between you and
Modem Media . Poppe Tyson, Inc. (the "Company") regarding benefits due you
under certain circumstances as described below.
1. Acceleration of Stock Options Upon Termination. The vesting of your Company
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stock options granted to you as of the date of this Agreement will be
accelerated by one year upon either of the following events:
A. The termination of your employment by you for "Good Reason" (as defined
in Section 4 below) within eighteen (18) months after a "Change of
Control" (as defined in Section 2 below); or
B. The termination of your employment by the Company or its successor
(other than for "Cause," as defined in Section 3 below) within eighteen
(18) months after a Change of Control.
In addition, if the effective date of any such termination of your
employment is 6 months or less from your next vesting date, an additional
number of options will vest equal to (i) the total number of options that
would have vested on your next vesting date, multiplied by (ii) a fraction,
the numerator of which equals the number of months from the date of your
last vesting and the effective date of your termination of employment, and
the denominator of which is 12.
2. Change of Control. For purposes of this Agreement, "Change of Control"
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shall mean the occurrence of any of the following events: (i) the
consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; (ii) the consummation of the sale or
disposition by the Company of all or substantially all of the Company's
assets; or (iii) any person (as such term is used in Section 13(d) of the
Securities Exchange Act of 1934, as amended) becomes the beneficial owner
(as defined in Rule 13d-3 under said Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company's then outstanding voting
securities.
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3. Termination for Cause. For purposes of this Agreement, "Cause" shall
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mean (i) your gross misconduct in the performance of your duties for the
Company; (ii) your engaging in illegal conduct (other than any misdemeanor,
traffic violation or similar misconduct) in connection with your
performance of duties for the Company; or (iii) your commission of a
felony. The determination as to whether "Cause" exists shall be made by me
(or such other individual who may become your immediate supervisor).
4. Termination for Good Reason. For purposes of this Agreement, "Good
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Reason" shall mean a material reduction in your compensation or/and
employee benefits; material reduction in your job responsibilities or
position; or relocation of your work location by more than fifty (50)
miles.
5. Non-Compete. In consideration of the agreements set forth above, you
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agree to the following:
A. You agree not to engage in any "Competitive Activity"
during a period of one-year following the termination of your employment or your
voluntary resignation from employment. For purposes of this Agreement,
Competitive Activity shall mean (i) the provision of services similar to those
provided by the Company, other than on the Company's behalf, to any Client for
whom the Company performed substantial services during the two-year period
immediately preceding the termination of your employment or your voluntary
resignation; (ii) the solicitation or inducement of any employee to leave the
employ of the Company or the hiring of any such employee; or (iii) the request
or advisement to any Client of the Company to withdraw, curtail or cancel its
business with the Company.
B. As used in this Agreement the term "Client" shall also
include any prospective client to whom a presentation (or similar offering of
services) has been made by the Company during the one-year period immediately
preceding the termination of you employment or your voluntary resignation, in
any case in which you have had access to Confidential Information concerning
such prospective client or such presentation.
6. Other Agreements. Except as specifically stated herein, all other terms
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and conditions of prior written agreements regarding the subject of your
employment, including that certain letter dated October 18, 1999, shall remain
in full force and effect. Kindly indicate your agreement to the foregoing by
signing in the space provided below.
Very truly yours,
MODEM MEDIA . POPPE TYSON, INC.
/s/ Gerald M. O'Connell
CEO and Chairman of the Board
Accepted and Agreed:
/s/ Bill Zierolf
5/5/00
