EXHIBIT 10.27
EMPLOYMENT AGREEMENT
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AGREEMENT dated as of January 10, 2000 between Digitas Inc., a Delaware
corporation (the "Company"), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, the Company and the Executive desire to set forth in a written
agreement the terms and conditions under which the Executive will be employed by
and will render services to the Company;
NOW, THEREFORE, the Company and the Executive agree as follows:
1. EFFECTIVE DATE. The Effective Date of this Agreement is the date
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first set forth above or the date upon which the Executive commences employment
with the Company, whichever is later. The date for commencement of employment
shall be January 10, 2000 or such other date as the parties shall agree.
2. EMPLOYMENT PERIOD. The period during which the Company shall
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employ the Executive and the Executive shall serve the Company under this
Agreement (the "Employment Period") shall begin on the Effective Date and end on
the second anniversary of the Effective Date; provided, however, that on the
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second anniversary of the Effective Date and on each subsequent anniversary of
such date (each such anniversary hereinafter referred to as a "Renewal Date"),
the Employment Period shall be automatically extended by one year, unless at
least 60 days before a Renewal Date either party shall give notice to the other
that the Employment Period shall not be so extended.
3. POSITION AND DUTIES. During the Employment Period, the Executive
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shall serve as Chief People Officer, with the duties and responsibilities
customarily assigned to such position and such other duties and responsibilities
as the Board of Directors or the Chief Executive Officer of the Company shall
from time to time assign to the Executive.
4. FULL-TIME POSITION. During the Employment Period, and excluding
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any periods of vacation and sick leave to which the Executive is entitled, the
Executive shall devote his full business attention and time to the business and
affairs of the Company and shall use his best efforts to carry out such
responsibilities faithfully and efficiently. It shall not be considered a
violation of the foregoing for the Executive to (a) serve on corporate, civic or
charitable boards or committees, (b) deliver lectures, fulfill speaking
engagements or teach at educational institutions and (c) manage personal
investments, so long as such activities do not materially interfere with the
performance of the Executive's responsibilities as an employee of the Company in
accordance with this Agreement
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5. COMPENSATION.
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(a) BASE SALARY. As compensation for the Executive's services
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hereunder during the Employment Period, the Company shall pay to the Executive
an annual salary (the "Base Salary") of not less than $350,000, payable at such
times and intervals as the Company pays the base salaries of its other executive
employees. The Base Salary shall be reviewed annually during the Employment
Period for possible increase. The Base Salary shall not be reduced after any
such increase, and the term "Base Salary" shall thereafter refer to the Base
Salary as so increased.
(b) ANNUAL BONUS. In addition to the Base Salary, for each fiscal year
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ending during the Employment Period the Executive shall be eligible for an
annual bonus of (the "Annual Bonus"), of up to 100% of the annual Base
Salary, the precise amount to be determined by the Chief Executive Officer
subject to approval by the Compensation Committee of the Board. Annual
bonuses are awarded for calendar year performance and are generally paid in
March of the following year, subject to the conditions precedent that the
Executive is employed on that date. If the period from the Effective Date
to December 31 is less than a full year, any Annual Bonus paid in respect
of that period shall be adjusted pro rata based upon the number of months
that the Executive is employed by the Company during such fiscal year.
(c) STOCK OPTIONS. On or prior to the Effective Date, the Board will
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authorize the grant to the Executive of options to purchase 200,000 shares
of the Company's common stock (the "Options"). The Options shall be granted
under the Company's 1999 Option Plan and shall be subject to the terms of
both the 1999 Option Plan and an Option Agreement to be executed by the
Executive in connection with the grant of the Options. The Option Agreement
shall provide, among other things, that the Options are exercisable at a
price per share of $17.50 and that the Options vest over four years at the
rate of 25% on the first anniversary of the grant date and 6 1/4% on each
quarter thereafter. Notwithstanding any other provisions of this Section,
the applicable Option Plan governing issuance of stock options to the
Executive hereunder shall provide that all stock options granted to the
Executive shall vest and become exercisable within ninety days after
termination of employment within two years following a Change in Control,
whether by the Company without Cause or by the Executive with Good Reason
(as hereinafter defined).
(d) BENEFITS. During the Employment Period, the Executive shall be
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entitled to receive employee benefits (including without limitation
medical, life insurance and other welfare benefits and benefits under
retirement and savings plans), Company-provided parking and paid vacation,
in each case to the same extent as, and on the same terms and conditions
as, other similarly situated senior executives of the Company from time to
time.
(e) EXPENSES. The Executive shall be entitled to receive prompt
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reimbursement for all reasonable expenses incurred by the Executive during
the Employment Period in carrying out his duties under this Agreement,
provided that the Executive complies
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with the policies, practices and procedures of the Company for submission
of expense reports, receipts, or similar documentation of such expenses.
6. Termination of Employment.
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(a) Termination by the Company. The Executive's employment may be
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terminated by the Company under any of the following circumstances:
(i) upon the "Disability" of the Executive, defined as the
inability of the Executive to perform his duties hereunder on
a full-time basis by reason of physical or mental incapacity,
sickness or infirmity that continues for more than 180 days
or for periods aggregating more than 180 days during any
period of 365 consecutive days;
(ii) for "Cause," as defined below; or
(iii) for any other reason (a termination without "Cause").
(b) Definition of "Cause". "Cause" means and shall be limited to:
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(i) wrongful misappropriation of the funds or property of the
Company;
(ii) use of alcohol or illegal drugs interfering with the
performance of the Executive's obligations, continuing after
written warning of such actions;
(iii) admission, confession, indictment or plea bargain to, or
conviction of, a felony, or of any crime involving moral
turpitude, dishonesty, theft, unethical or unlawful conduct;
(iv) commission of any willful, intentional or grossly negligent
act which could reasonably be expected to injure the
reputation, business or business relationships of the Company
or which may tend to bring the Executive or the Company into
disrepute, or the willful commission of any act which is a
breach of the Executive's fiduciary duties to the Company;
(v) the deliberate or willful failure by the Executive (other
than by reason of the Executive's physical or mental illness,
incapacity or disability) to substantially perform his duties
with the Company and the continuation of such failure for a
period of 30 days after delivery by the Company to the
Executive of Notice specifying the scope and nature of such
failure and the Company's intention to terminate the
Executive for Cause.
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(vi) commission of any act which constitutes a material breach of
the policies of the Company, including but not limited to the
disclosure of any confidential information or trade secrets
pertaining to the Company or any of its clients.
For purposes of this Section, any act or failure to act of the
Executive shall not be considered "willful" unless done or omitted to be done by
the Executive not in good faith and without reasonable belief that the
Executive's action or omission was in the best interest of the Company. The
determination that any of the above described events constitute Cause shall be
made by the Board in its sole discretion. The Company shall give the Executive
Notice of termination specifying which of the foregoing provisions is
applicable. The effective date of the Executive's termination of employment
with the Company (the "Date of Termination") shall be the 30th business day
after such Notice is given or such other date as the Company and the Executive
shall agree.
(c) TERMINATION BY THE EXECUTIVE. The Executive's employment may be
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terminated by the Executive under either of the following circumstances:
(i) for "Good Reason," as defined below; or
(ii) for any other reason (a termination without "Good Reason").
(d) DEFINITION OF "GOOD REASON". "Good Reason" means termination at
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the Executive's initiative:
(i) within two years after a corporate Change in Control (as
defined in Exhibit A to this Agreement) if the Executive's
title, duties, status, reporting relationship, authority,
responsibilities or compensation have been materially and
adversely affected; or if the Executive's principal place of
employment immediately prior to the change of control is
relocated to a location more than 50 miles from such place of
employment.
(ii) after any material failure by the Company to comply with any
provision of Section 5 of this Agreement, unless such failure
is remedied by the Company within ten business days after
receipt of Notice thereof from the Executive.
The Executive shall give the Company Notice of termination specifying
which of the foregoing provisions is applicable and the factual basis therefor,
and if the Company fails to remedy such material failure, the Date of
Termination shall be the 30th business day after such Notice is given or such
other date as the Company and the Executive shall agree.
(e) SEVERANCE BENEFITS UPON CERTAIN TERMINATIONS. If during the
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Employment Period the Executive's employment is terminated by the Company
without Cause or by the Executive for Good Reason, the Executive shall not
be entitled to any further compensation or benefits provided for under this
Agreement except as follows:
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(i) The Company shall continue to pay the Executive the Base Salary at the
rate in effect immediately before the Date of Termination (but, in the
case of a termination by the Executive for Good Reason, disregarding any
reduction thereof that was the basis for such termination), for twelve
months after the Date of Termination,
(ii) The Company shall continue to provide the Executive with group health
benefits pursuant to COBRA (the "Group Health Benefits") for twelve
months after the Date of Termination; provided, that during any period
when the Executive is eligible to receive any such benefits under another
employer-provided plan or a government plan, the Group Health Benefits or
substitute benefits provided by the Company under this clause may be made
secondary to those provided under such other plan;
(iii) The Company shall pay the Executive any amounts that have been earned but
not yet paid under Section 5 hereof.
(iv) Stock options previously granted to the Executive may become vested and
exercisable as described in Section 5(c).
(v) Receipt of severance benefits is conditioned on Executive's execution and
delivery of a separation agreement including a general release of claims,
in a form acceptable to the Company, and on Executive's strict compliance
with the Non-Competition, Non-Solicitation and Confidentiality Agreement
substantially in the form attached hereto as Exhibit B.
(f) ADDITIONAL LIMITATION.
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(i) Anything in this Agreement to the contrary notwithstanding, in the
event that any compensation, payment or distribution by the Company to
or for the benefit of the Executive, whether paid or payable or
distributed or distributable pursuant to the terms of this Agreement
or otherwise (the "Severance Payments"), would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), the following provisions shall apply:
(A) If the Severance Payments, reduced by the sum of (1) the Excise
Tax and (2) the total of the Federal, state, and local income and
employment taxes payable by the Executive on the amount of the
Severance Payments which are in excess of the Threshold Amount,
are greater than or equal to the Threshold Amount, the Executive
shall be entitled to the full benefits payable under this
Agreement.
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(B) If the Threshold Amount is less than (x) the Severance Payments,
but greater than (y) the Severance Payments reduced by the sum of
(1) the Excise Tax and (2) the total of the Federal, state, and
local income and employment taxes on the amount of the Severance
Payments which are in excess of the Threshold Amount, then the
benefits payable under this Agreement shall be reduced (but not
below zero) to the extent necessary so that the maximum Severance
Payments shall not exceed the Threshold Amount. To the extent
that there is more than one method of reducing the payments to
bring them within the Threshold Amount, the Executive shall
determine which method shall be followed; provided that if the
Executive fails to make such determination within 45 days after
the Company has sent the Executive Notice of the need for such
reduction, the Company may determine the amount of such reduction
in its sole discretion.
For the purposes of this Section 6(f), "Threshold Amount" shall mean
three times the Executive's "base amount" within the meaning of
Section 280G(b)(3) of the Code and the regulations promulgated
thereunder less one dollar ($1.00); and "Excise Tax" shall mean the
excise tax imposed by Section 4999 of the Code, and any interest or
penalties incurred by the Executive with respect to such excise tax.
(ii) The determination as to which of the alternative provisions of Section
6(f)(i) shall apply to the Executive shall be made by
PriceWaterhouseCoopers LLP or any other nationally recognized
accounting firm selected by the Company (the "Accounting Firm"), which
shall provide detailed supporting calculations both to the Company and
the Executive within 15 business days of the Date of Termination, if
applicable, or at such earlier time as is reasonably requested by the
Company or the Executive. For purposes of determining which of the
alternative provisions of Section 6(f)(i) shall apply, the Executive
shall be deemed to pay federal income taxes at the highest marginal
rate of federal income taxation applicable to individuals for the
calendar year in which the determination is to be made, and state and
local income taxes at the highest marginal rates of individual
taxation in the state and locality of the Executive's residence on the
Date of Termination, net of the maximum reduction in federal income
taxes which could be obtained from deduction of such state and local
taxes. Any determination by the Accounting Firm shall be binding upon
the Company and the Executive.
(g) OTHER TERMINATIONS. If the Executive's employment is terminated
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by reason of the Executive's death or for any other reason other than by the
Company without Cause or by the Executive for Good Reason, the Executive shall
not be entitled to any compensation under this Agreement other than:
(i) Base Salary through the 90th day following the Date of Termination in the
case of the Executive's death, and through the Date of Termination in all
other cases,
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(ii) any unpaid Annual Bonus that Executive has earned fully in accordance with
Section 5(b) above, for a fiscal year that ended before the Date of
Termination,
(iii) benefits under and subject to the terms and conditions of any long-term
disability insurance coverage in the case of termination because of Disability,
and
(iv) vested benefits, if any, required to be paid or provided by law.
7. NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT. As a
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condition to his employment, on or before the Effective Date the Executive
agrees to execute and deliver a Non-Competition, Non-Solicitation and
Confidentiality Agreement substantially in the form attached hereto as Exhibit
B.
8. NO MITIGATION. In no event shall the Executive be obligated to seek other
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employment or take any other action by way of mitigation of the amounts payable
to the Executive under any of the provisions of this Agreement and, except as
specifically provided in Section 6(e)(ii) (health benefits) above, such amounts
shall not be reduced, regardless of whether the Executive obtains other
employment.
9. NOTICES.
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(a) Each notice, demand, request, consent, report, approval or
communication (hereinafter "Notice") which is or may be required to be given by
any party to the other party in connection with this Agreement shall be in
writing and given by facsimile, personal delivery, receipted delivery services,
or by certified mail, return receipt requested, prepaid and properly addressed
to the other party as shown below.
(b) Notices shall be effective on the date sent via facsimile, the
date delivered personally or by receipted delivery service, or three (3) days
after the date mailed:
If to the Company: Digitas Inc.
Prudential Tower
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Executive: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Or at the residence address
most recently filed with the Company.
(c) Each party may designate by Notice to the other a new address to
which any Notice may thereafter be given.
10. ENTIRE AGREEMENT. This Agreement shall constitute the entire agreement of
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the parties with respect to the subject matter hereof and shall supersede all
prior agreements whether oral or written with the Company and its predecessor
entities with respect to the subject matter hereof.
11. SUCCESSORS AND ASSIGNS
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(a) This Agreement is personal to the Executive and shall not be
assignable by the Executive without the prior written consent of the Company .
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) The Company may assign this Agreement to any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company that expressly
agrees to assume and perform this Agreement in the same manner and to the same
extent that the Company would have been required to perform it if no such
assignment had taken place, and "Company" shall include any such successor that
assumes and agrees to perform this Agreement, by operation of law or otherwise.
12. MISCELLANEOUS.
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(a) This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts, without reference to
principles of conflict of laws.
(b) This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto.
(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
(d) The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.
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(e) The headings contained in this Agreement are for convenience only and in no
manner shall be construed as part of this Agreement.
(f) This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
(g) When required by the context, references to "the "Company" in this
Agreement shall mean or shall include Digitas Inc., its successors and
assigns (subject to the provisions of Section 11(b), its predecessors and
its Affiliates. Affiliates are companies that control, that are controlled
by, or are under common control with Digitas Inc.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the day and year first above written.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇
DIGITAS INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇
Chief Executive Officer
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EXHIBIT A
DEFINITION OF "CHANGE IN CONTROL"
"CHANGE IN CONTROL" shall mean any of the following:
(a) any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Act") (other than the
Company, any of its subsidiaries, or any trustee, fiduciary or other person
or entity holding securities under any employee benefit plan or trust of
the Company or any of its subsidiaries), together with all "affiliates" and
"associates" (as such terms are defined in Rule 12b-2 under the Act) of
such person, shall become the "beneficial owner" (as such term is defined
in Rule 13d-3 under the Act), directly or indirectly, of securities of the
Company representing twenty-five percent (25%) or more of either (A) the
combined voting power of the Company's then outstanding securities having
the right to vote in an election of the Company's Board ("Voting
Securities") or (B) the then outstanding shares of Company's common stock,
par value $0.01 per share ("Common Stock") (other than as a result of an
acquisition of securities directly from the Company); or
(b) persons who, as of the Commencement Date, constitute the Company's Board
(the "Incumbent Directors") cease for any reason, including, without
limitation, as a result of a tender offer, proxy contest, merger or similar
transaction, to constitute at least a majority of the Board, provided that
any person becoming a director of the Company subsequent to the
Commencement Date shall be considered an Incumbent Director if such
person's election was approved by or such person was nominated for election
by a vote of at least a majority of the Incumbent Directors; but provided
further, that any such person whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of members of the Board or other actual or threatened solicitation
of proxies or consents by or on behalf of a person other than the Board,
including by reason of agreement intended to avoid or settle any such
actual or threatened contest or solicitation, shall not be considered an
Incumbent Director; or
(c) the stockholders of the Company shall approve (A) any consolidation or
merger of the Company where the stockholders of the Company, immediately
prior to the consolidation or merger, would not, immediately after the
consolidation or merger, beneficially own (as such term is defined in Rule
13d-3 under the Act), directly or indirectly, shares representing in the
aggregate more than fifty percent (50%) of the voting shares of the Company
issuing cash or securities in the consolidation or merger (or of its
ultimate parent corporation, if any), (B) any sale, lease, exchange or
other transfer (in one transaction or a series of transactions contemplated
or arranged by any party as a single plan) of all or substantially all of
the assets of the Company or (C) any plan or proposal for the liquidation
or dissolution of the Company.
Notwithstanding the foregoing, a "Change of Control" shall not be deemed to
have
EXHIBIT A - 1
occurred for purposes of the foregoing clause (a) solely as the result of an
acquisition of securities by the Company which, by reducing the number of shares
of Common Stock or other Voting Securities outstanding, increases the
proportionate number of shares beneficially owned by any person to twenty-five
percent (25%) or more of either (A) the combined voting power of all of the then
outstanding Voting Securities or (B) Common Stock; provided, however, that if
any person referred to in this sentence shall thereafter become the beneficial
owner of any additional shares of Voting Securities or Common Stock (other than
pursuant to a stock split, stock dividend, or similar transaction or as a result
of an acquisition of securities directly from the Company) and immediately
thereafter beneficially owns twenty-five percent (25%) or more of either (A) the
combined voting power of all of the then outstanding Voting Securities or (B)
Common Stock, then a "Change of Control" shall be deemed to have occurred for
purposes of the foregoing clause (a).
EXHIBIT A - 2
NON-COMPETITION, NON-SOLICITATION AND CONFIDENTIALITY AGREEMENT
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THIS AGREEMENT, dated as of , by and between
Digitas Inc., a Delaware corporation (the "Company") and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the
"Executive").
WHEREAS, in connection with the execution of this Agreement, the Executive
will, among other things, be granted options to purchase shares of common stock
in the Company (the "Consideration"); and
WHEREAS, the Company and the Executive desire to set forth in a written
agreement certain terms and conditions with respect to the Executive's
employment with the Company from and after the receipt by the Executive of the
Consideration.
NOW, THEREFORE, Company and the Executive agree as follows:
1. EFFECTIVENESS OF AGREEMENT. This Effective Date of this Agreement is
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the date first set forth above.
2. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY.
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(a) The Executive hereby covenants and agrees that:
(i) during the Executive's employment with the Company and for one
(1) year after termination of employment with the Company for any
reason, the Executive shall not work for any competitor of the Company
on the account of any client of the Company with whom the Executive
had a direct relationship or as to which the Executive had a
significant supervisory responsibility or otherwise was significantly
involved at any time during the two (2) years prior to such
termination;
(ii) during the Executive's employment with the Company and for
six (6) months after termination of such employment for any reason,
the Executive shall not work for a competitor of the Company on the
account of any substantial competitor of any client of the Company for
which the Executive had substantial responsibility during the two-year
period prior to termination of employment and shall not work directly
for such a competitor of such a client.
(iii) during the Executive's employment with the Company and for
one (1) year after termination of employment with the Company for any
reason, the Executive shall not directly or indirectly solicit or
hire, or assist any other person in soliciting or hiring, any
Executive of the Company (as of the date of
termination) or any person who, as of the date of termination, was in
the process of being recruited by the Company or induce any such
Executive to terminate his or her employment with the Company;
(iv) the Executive shall retain in strictest confidence all
confidential information of the Company and its clients learned by the
Executive during the period of his or her employment by the Company,
and shall not disclose any of such information to anyone outside the
Company, except in the course of his or her duties for the Company or
with the Company's express written consent; and
(v) for the purposes of Section 2(a)(i) and (ii), the term "work
for" shall include, without limitation, communicating with or
advising, directly or indirectly, any individuals who work on such
account, or the client of such account, with respect to any business
matter relating to such account.
(b) The covenants contained in Section 2(a) are for the benefit of the Company
and shall survive any termination of this Agreement.
(c) The Executive acknowledges and agrees that: (i) the purpose of the
foregoing covenants is to protect the goodwill, trade secrets and other
confidential information of the Company; (ii) because of the nature of the
business in which the Companys are engaged and because of the nature of the
confidential information to which the Executive has access, it would be
impractical and excessively difficult to determine the actual damages of
the Company in the event the Executive breached any of the covenants of
this Section 2; and (iii) remedies at law (such as monetary damages) for
any breach of the Executive's obligations under this Section 2 might be
inadequate. The Executive therefore agrees and consents that if he
commits any breach of a covenant under this Section 2 or threatens to
commit any such breach, the Company shall have the right (in addition to,
and not in lieu of, any other right or remedy that may be available to it)
to temporary and permanent injunctive relief from a court of competent
jurisdiction, without posting any bond or other security and without the
necessity of proof of actual damage.
(d) With respect to any provision of this Section 2 finally determined by a
court of competent jurisdiction to be unenforceable, the Executive and the
Company hereby agree that such court shall have jurisdiction to reform this
Agreement or any provision hereof so that it is enforceable to the maximum
extent permitted by law, and the parties agree to abide by such court's
determination. If any of the covenants of this Section 2 are determined to
be wholly or partially unenforceable in any jurisdiction, such
determination shall not be a bar to or in any way diminish the Company's
right to enforce any such covenant in any other jurisdiction.
(e) For purposes of this Agreement, the term "Company" shall mean the Company
and its subsidiaries, predecessors, successors, assigns and Affiliates.
Affiliates are companies that control, that are controlled by, or are under
common control with Digitas Inc.
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3. NOTICES.
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(a) Each notice, demand, request, consent, report, approval or
communication (hereinafter "Notice") which is or may be required to be given by
any party to any other party in connection with this Agreement and the
transactions contemplated hereby, shall be in writing, and given by facsimile,
personal delivery, receipted delivery services, or by certified mail, return
receipt requested, prepaid and properly addressed to the party to be served as
shown below.
(b) Notices shall be effective on the date sent via facsimile, the
date delivered personally or by receipted delivery service, or three (3) days
after the date mailed.
If to the Company: Digitas Inc.
Prudential Tower
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Executive: At his residence address
most recently filed with the Company
(c) Each party may designate by Notice to the other a new address to
which any Notice may thereafter be so given.
4. ENTIRE AGREEMENT. As of the effective date of this Agreement, this
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Agreement shall constitute the entire agreement of the parties with respect to
the subject matter hereof.
5. SUCCESSORS AND ASSIGNS.
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(a) This Agreement is personal to the Executive and shall not be assignable by
the Executive without the prior written consent of the Company.
(b) This Agreement shall inure to the benefit of and be enforceable by the
Company and its successors and assigns.
6. MISCELLANEOUS.
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(a) This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, without reference to principles
of conflict of laws.
(b) This Agreement may not be amended or modified except by a written agreement
executed by the parties hereto.
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(c) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
(d) The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to assert any right under, this Agreement
shall not be deemed to be a waiver of such provision or right or of any other
provision of or right under this Agreement.
(e) The headings contained in this Agreement are for convenience only
and in no manner shall be construed as part of this Agreement.
(f) This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the day and year first above written.
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DIGITAS INC.
By______________________________________
Name:
Title:
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