EXHIBIT 10.1
September 24, 2001
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▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
This letter will confirm that, pursuant to the action taken by the
Board of Directors of Engage, Inc. ("Engage"), on Thursday, September 20, 2001,
notwithstanding anything to the contrary contained in the Executive Retention
Agreement dated as of November 7, 2000, by and between Engage and you (the
"Retention Agreement"), as a result of your resignation from your positions at
Chief Executive Officer and President and as a director of Engage, you will be
entitled to receive all of the rights and benefits afforded to you under Section
3A of the Retention Agreement commencing on your last day of employment on
September 30, 2001. In addition, you are entitled to receive all of the rights
and benefits set forth in that certain letter from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ to you,
dated as of September 10, 2001.
Very truly yours,
Engage, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President & General Counsel