CONFIDENTIAL
SEVERANCE AGREEMENT
This SEVERANCE AGREEMENT is executed by U. S. Interactive,
Inc. (hereinafter referred to as "USI") and ▇▇▇▇▇ ▇. ▇▇▇▇▇ (hereinafter referred
to as "▇▇▇▇▇").
WITNESSETH:
WHEREAS, ▇▇▇▇▇ is currently an employee and a director of USI;
and
WHEREAS, ▇▇▇▇▇ has agreed to resign from his employment with
USI and USI has agreed to accept ▇▇▇▇▇'▇ resignation;
NOW THEREFORE, in consideration of the obligations of the
parties hereto, and other consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Resignation. USI and ▇▇▇▇▇ hereby agree that as of this
date ▇▇▇▇▇ is no longer employed by USI and that ▇▇▇▇▇ does hereby resign as of
this date from all officer positions of USI and all USI affiliates. ▇▇▇▇▇ hereby
agrees to resign from his position as a director of USI if he at any time
becomes an employee, partner, officer, director, consultant, agent, lender, or a
3% or greater stockholder, of any entity set forth on Exhibit A or Exhibit A-1.
2. Severance Compensation: USI shall pay to ▇▇▇▇▇ the sum of
One Hundred Thirty - one Thousand Two Hundred Fifty Dollars ($131,250). This sum
will be paid in equal periodic payments throughout the next nine (9) months, in
accordance with USI's normal payroll disbursements, or at such earlier times at
the discretion of USI. These payments are to be made irrespective of any other
employment ▇▇▇▇▇ may obtain. USI will make state and federal tax deductions,
social security deductions, and all other appropriate deductions from these
severance payments and any other payments hereunder. If ▇▇▇▇▇ breaches any
obligation set forth in this document or in the agreements referred to in
Section 6, and if such breach is curable and is not cured within ten (10) days
after ▇▇▇▇▇ is aware of such breach or receives notice of such breach, whichever
is earlier, all payments set forth in this section and the benefits and
insurance coverages set forth in Section 5 will immediately terminate.
3. Vacation Compensation: In addition to the compensation
described in Section 2 above, USI shall pay to ▇▇▇▇▇ compensation for his
accrued, unused vacation in the amount of Twelve Thousand One Hundred Fifteen
Dollars ($12,115), less all appropriate deductions, at the next scheduled
payroll.
4. Stock Options: ▇▇▇▇▇ may exercise his 51,948 currently
vested options for shares of USI stock during the period of ninety (90) days
immediately after the date hereof. All options for shares not vested as of this
date (11,103 exercisable on 1/1/00) are deemed to be vested immediately upon
execution by ▇▇▇▇▇ and USI of this Agreement and are exercisable for a period of
ninety (90) days immediately after the date hereof. The 51,948 options and the
11,103 options are hereinafter referred to as the "Vested Options". ▇▇▇▇▇ must
exercise the Vested Options in accordance with the Amended and Restated 1997
U.S. Interactive Stock Option Plan and the Option Agreement dated June 15, 1998.
USI and ▇▇▇▇▇ acknowledge that upon execution by ▇▇▇▇▇ and USI of this Agreement
that ▇▇▇▇▇ has 63,051 Vested Options at an exercise price of $3.85 per option.
5. Insurance and Other Benefits: USI will continue at USI's
sole expense ▇▇▇▇▇'▇ existing coverage for health, life, disability and dental
care for a period of nine (9) months after the date hereof. Thereafter, ▇▇▇▇▇
will be eligible to continue his coverage in accordance with applicable law. USI
will provide ▇▇▇▇▇ information regarding his eligibility for such benefits and
his obligations pursuant to applicable law including, without limitation, COBRA.
▇▇▇▇▇ understands and agrees that following the nine (9) month period, he will
be solely responsible for making any applicable premium payments. USI shall
reimburse ▇▇▇▇▇ for auto expenses up to a maximum of $700 per month, in
accordance with the reimbursement practices of USI until final payment of the
severance compensation set forth in Section 2.
6. Existing Agreements. ▇▇▇▇▇ does hereby affirm his
obligations under and agrees that he remains subject to (i) the Employee
Non-Disclosure, Assignment of Developments, Non-Solicitation and Non-Competition
Agreement executed by him on June 28, 1996, as modified by Exhibit B attached
hereto; (ii) the Amended and Restated Investors' Rights Agreement dated as of
September 22, 1998; and (iii) the Amended and Restated Stockholders' Agreement
(both individually and as a voting trustee) dated as of September 22, 1998.
7. Release. Except for the obligations of USI set forth in
this Agreement, ▇▇▇▇▇ does hereby remise, release and forever discharge USI, and
each of USI's past and present divisions, subsidiaries, parents, predecessors,
and, in a corporate capacity and as an individual, each of USI's past and
present directors, officers, shareholders, agents and employees, and USI does
hereby remise, release and forever discharge ▇▇▇▇▇ (except with respect to the
obligations of ▇▇▇▇▇ under: this Agreement; the Amended and Restated 1997 U.S.
Interactive Stock Option Plan and any option agreements; the Employee
Non-Disclosure, Assignment of Developments, Non-Solicitation and Non-Competition
Agreement executed by ▇▇▇▇▇ on June 28, 1996 , as modified by Exhibit B attached
hereto; the Amended and Restated Investors' Rights Agreement dated as of
September 22, 1998, as amended from time to time, and the Amended and Restated
Stockholders' Agreement (both individually and as a voting trustee) dated as of
September 22, 1998) as amended from time to time, from any and all manner of
actions, causes of action, suits, debts, accounts, contracts, agreements,
controversies, which ▇▇▇▇▇ (in the case of USI) and USI (in the case of ▇▇▇▇▇)
ever had, now has, or hereafter can, shall or may have for, upon or by reason of
any act, transaction, practice, conduct, matter, cause or thing of any kind
whatsoever that arose or occurred prior to the date hereof, whether or not now
known, including but not limited to any action, cause of action, suit, debt,
account, contract, agreement, controversy, judgment, damage, claim, liability
and demand of any nature whatsoever, arising out of, relating to or based upon,
in whole or in part:
(a) ▇▇▇▇▇' employment with USI and any compensation
arrangements related thereto, including vacation, sick time, and any options
(excluding the Vested Options) granted or to be granted to ▇▇▇▇▇ by USI;
(b) Any act, transaction, practice or conduct arising
or occurring prior to the date hereof, which is actionable, or claimed to be
actionable, under any statutory or common law of the United States or any state
thereof;
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(c) Any effect which existed or occurred, or
presently exists, or may in the future exist or occur, as a result of any act,
transaction, practice or conduct that occurred prior to the date hereof;
(d) All claims arising from or during ▇▇▇▇▇'▇
employment by USI or as a result of the termination of ▇▇▇▇▇'▇ employment, and
all claims arising under federal, state or local laws or regulations prohibiting
employment discrimination based upon age, race, sex, religion, handicap,
disability, national origin or any other protected characteristic, including,
but not limited to, any and all claims arising under the laws of the State of
New York (including, without limitation, the New York Human Rights Law and the
New York Labor Law, and the New York Payment of Wages Law), the laws of the
State of Delaware (including, without limitation, the Delaware Wage Payment and
Collection Law), the Age Discrimination in Employment Act, the Fair Labor
Standards Act, Title VII of the Civil Rights Act of 1964, The Civil Rights Act
of 1991, the Employee Retirement Income Security Act ("ERISA"), and/or claims
growing out of any legal restrictions, expressed or implied, on USI's right to
control or terminate the employment of its employees; and
(e) Any other act, transaction, practice or conduct
whatever that occurred prior to the date hereof, whether or not ▇▇▇▇▇ or USI
presently has knowledge of the acts, transactions, practices, conduct or other
matters covered herein (all of the foregoing, hereinafter "Claims").
▇▇▇▇▇ hereby acknowledges that insofar as the Claims that are subject
to release include any Claim arising under the federal Age Discrimination in
Employment Act, as amended ("Age Discrimination Claim"), the following terms
apply:
▇. ▇▇▇▇▇ has been advised in writing to consult with
an attorney prior to agreeing to and signing this Severance Agreement.
▇. ▇▇▇▇▇ has been advised that he has a period of 21
days within which to consider the terms of this Severance Agreement prior to
signing this Severance Agreement; however, ▇▇▇▇▇ may voluntarily choose to sign
prior to the end of the 21-day period.
▇. ▇▇▇▇▇ has been advised that he has a period of 7
days immediately following his signing of this Severance Agreement to revoke
this Severance Agreement and the release contained herein and that any such
revocation must be in writing, signed by ▇▇▇▇▇, and hand delivered during the
revocation period to the Chief Operating Officer of USI.
▇. ▇▇▇▇▇ agrees not to exercise all or any part of
the Vested Options for a period of eight (8) days following ▇▇▇▇▇'▇ execution of
this Agreement.
If ▇▇▇▇▇ chooses to exercise his right during the Revocation Period to
revoke this Severance Agreement, then, in order to place USI and ▇▇▇▇▇ in the
positions they were in prior to the Severance Agreement, ▇▇▇▇▇ shall, within 24
hours of the revocation, return to USI all amounts paid to ▇▇▇▇▇, if any,
pursuant to this Severance Agreement and any other benefits whatsoever conferred
upon ▇▇▇▇▇ in this Severance Agreement, including the acceleration of any
vesting or exercisability provisions relating to options referred to herein.
▇▇▇▇▇ shall take all required steps, including execution of such documents as
may be required by USI to effectuate such return of payments and other
consideration. Upon such timely return of such payments and other consideration,
▇▇▇▇▇ shall reserve whatever rights and claims he held prior to this Severance
Agreement.
Exclusions. Notwithstanding the foregoing, nothing in this Severance
Agreement shall operate, or shall be construed or interpreted, as a release,
acquittal, discharge or waiver of any of the following, and none of the
following shall be included in the claims that are the subject of the release
contained in this Severance Agreement:
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a. Such rights of ▇▇▇▇▇ which are unconditionally
vested in him as of the date hereof under the terms of the employee welfare
benefit plans of USI (medical, dental and disability insurance plans, life
insurance, and 401(k) plan), ▇▇▇▇▇ hereby acknowledging that all such rights
shall be provided only in accordance with, and subject to, the terms and
provisions of the relevant plans as in effect from time to time which are
applicable to ▇▇▇▇▇.
b. The right of ▇▇▇▇▇ and his dependents to the
continuation of health care coverage for nine (9) months as specified in Section
5 hereof, and subject to, applicable law, including, without limitation, COBRA,
of which ▇▇▇▇▇ understands he will be notified after the date hereof. ▇▇▇▇▇
hereby acknowledges that such rights are subject to ▇▇▇▇▇'▇ timely exercise and
that all payments subsequent to such nine (9) month severance period for any
such continued health care coverage will be paid by him.
▇. ▇▇▇▇▇'▇ right to reimbursement of business
expenses incurred through the date hereof, in accordance with and subject to the
normal reimbursement procedures of USI, provided that in order for a request to
be eligible for reimbursement it must be submitted on or before forty-five (45)
days after the date hereof.
d. Any right which ▇▇▇▇▇ now has or may have to claim
indemnity (including advancement of expenses) for liabilities in connection with
his activities as a director, officer or employee of USI pursuant to the terms
of any applicable statute, under any insurance policy, or pursuant to the
certificate of incorporation or bylaws of USI.
▇▇▇▇▇ hereby confirms that: (a) his execution of the release contained
in this Severance Agreement is a material inducement to USI for entering into
this Severance Agreement and making the payments at the time called for herein;
(b) ▇▇▇▇▇ has had the opportunity to consult, and has in fact consulted with
legal counsel, concerning this Severance Agreement; (c) no statements,
representations or promises have been made to ▇▇▇▇▇, or relied upon by ▇▇▇▇▇, in
executing this Severance Agreement.
8. Covenant Not to ▇▇▇. Except for the obligations of USI set
forth in this Agreement,, ▇▇▇▇▇ covenants and agrees not to commence or
prosecute any action or proceeding against USI or any of USI's past or present
divisions, subsidiaries, parents, predecessors, or, in a corporate capacity or
as an individual, any of USI's past or present directors, officers,
shareholders, agents, or employees, or to assert against USI or any of USI's
past or present divisions, subsidiaries, parents, predecessors, or, in a
corporate capacity or as an individual, any of USI's past or present directors,
officers, shareholders, agents or employees in any action or proceeding any
matter whether or not now known, based upon any act, transaction, practice or
conduct of USI or any of USI's past or present divisions, subsidiaries, parents,
predecessors, or, in a corporate capacity or as an individual, any of USI's past
or present directors, officers, shareholders, agents or employees, that occurred
prior to the date hereof.
9. References. If inquiries are made to USI from prospective
employers of ▇▇▇▇▇ or from any other person or entity, the inquiries (whether
written or oral) will be referred to ▇▇. ▇▇▇▇▇▇ or another executive mutually
agreed upon by ▇▇▇▇▇ and USI, and ▇▇. ▇▇▇▇▇▇ or the other executive will provide
only the information contained on Exhibit C attached hereto. If authorized by
▇▇▇▇▇ in writing in advance, USI also will provide a prospective employer any
other information mutually agreed upon by ▇▇▇▇▇ and USI.
10. Non-Disparagement: ▇▇▇▇▇ agrees that he will not disparage
or defame USI and/or its current or former directors, officers, shareholders,
and employees, and USI agrees not to, and shall cause its directors, officers
and employees not to, disparage or defame ▇▇▇▇▇.
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11. Return of USI Property: ▇▇▇▇▇ agrees that as of the
execution of this Severance Agreement, he has returned to USI any and all USI
property currently in his possession, including, but not limited to, any USI
keys, access cards, credit cards, computer equipment, computer tapes and
diskettes, documents, manuals, client information, and any other information in
either printed or electronic formats which he obtained as a result of or in
connection with his employment by USI, with the exception of the items of
personal property and computer equipment specified on Exhibit D attached hereto,
which shall be ▇▇▇▇▇'▇ property. Notwithstanding anything to the contrary
contained in this Section 11, it is understood and agreed by the parties that
▇▇▇▇▇ has, and in the future will have, in his possession certain information
relating to USI solely in his role as a director of USI.
12. Special Provisions: USI agrees to ▇▇▇▇▇ ▇▇▇▇▇ the
following:
▇ ▇▇▇▇▇'▇ current phone extension and voicemail (to be
used without reference to USI) during the nine (9)
month period defined in Section 2.
▇ ▇▇▇▇▇'▇ current USI Email address will be directed
during the nine (9) month period to the following
Email address:▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇.
o In office storage of ▇▇▇▇▇'▇ office furniture
including his desk, chair and lamps specified on
Exhibit D for the nine (9) month period defined in
Section 2. USI shall be responsible for the first
five hundred dollars ($500) for moving the furniture
off the USI premises, and ▇▇▇▇▇ will be responsible
for any amounts in excess of five hundred dollars
($500).
o The office currently occupied by ▇▇▇▇▇, or other
office in USI's New York location, to reasonably be
determined by the New York General Manager, for a
period of three months; any relocation from the
current office will be with reasonable notice and
completed by USI.
o Administrative support, not to exceed four hours per
week, for a period of three months.
13. Confidentiality: The parties hereto agree that it is the
intent of the parties to maintain the complete confidentiality of this Severance
Agreement and the negotiations leading to this Severance Agreement. Therefore,
the parties agree that they will not publicize, and will take all prudent steps
to ensure the confidentiality of this Severance Agreement. The only comment the
parties will make about ▇▇▇▇▇'▇ resignation from USI is detailed in the attached
Exhibit C, that he resigned voluntarily, and that all matters relating to his
employment with USI have been resolved to the mutual satisfaction of the
parties. Notwithstanding the terms of this Section, ▇▇▇▇▇ will be entitled to
disclose the terms of this Severance Agreement as may be required by law ,and to
his lawyers, tax advisors, accountants, and immediate family on the condition
that those to whom such disclosure is made also will be bound by the terms of
this Section, and USI shall be permitted to disclose the terms of this Severance
Agreement as required by law.
14. No Admission of Fault: ▇▇▇▇▇ and USI agree that their
willingness to enter into this Severance Agreement does not constitute, and is
not to be construed as, any admission of liability or fault on the part of ▇▇▇▇▇
or USI.
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15. Jurisdiction. Any action, suit or proceeding arising out
of or relating to this Agreement or any other agreement executed in connection
herewith shall be litigated exclusively in the Courts of the Commonwealth of
Pennsylvania. Each of the parties hereto hereby irrevocably and unconditionally
(A) submits to the jurisdiction of the Pennsylvania Courts, (B) waives, and
agrees not to plead or to make, any objection to the venue of any proceeding in
the Pennsylvania Courts, (C) waives, and agrees not to plead or to make, any
claim that any proceeding brought in the Pennsylvania Courts has been brought in
an improper or otherwise inconvenient forum, (D) waives, and agrees not to plead
or to make, any claim that the Pennsylvania Courts lack personal jurisdiction
over him or it, (E) waives their rights to remove any proceeding to the federal
courts except where such courts are vested with sole and exclusive jurisdiction
by statute, and (F) understands and agrees that they shall not seek a jury trial
or punitive damages in any proceeding based upon or arising out of or otherwise
related to this Agreement or any other agreement executed in connection herewith
or the breach, termination or validity thereof, and waives any and all rights to
any such jury trial or to seek punitive damages. Each party is required to
continue to perform its obligations under this Agreement pending final
resolution of any dispute arising out of or relating to this Agreement, unless
to do so would be impossible or impracticable under the circumstances.
16. Injunctive Relief ; Acceleration of Payments (a) Each
party agrees that any breach of their respective obligations under this
Agreement will cause irreparable harm to the other party and that in the event
of such a breach the other party shall have, in addition to any and all remedies
at law, the right to an injunction, specific performance or other equitable
relief.
(b) In the event it is determined by a court of
competent jurisdiction that USI has breached its obligations to make the
required severance payments hereunder, USI shall immediately pay to ▇▇▇▇▇ (i)
the amount of such payments and all remaining payments, (ii) the benefits and
insurance premiums for coverages required to be provided by USI but not
provided, (iii) interest at a rate of ten percent (10%) per annum from the
original due date on amounts not paid to ▇▇▇▇▇, and (iv) all reasonable
attorney's fees and costs incurred by ▇▇▇▇▇ in obtaining such a determination.
17. No Waiver. No failure or delay on the part of any party to
this Agreement in exercising any right, power or remedy hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any such right,
power or remedy preclude any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.
18. Notices. Except as expressly set forth in this Agreement,
all notices, requests, demands and other communications provided for hereunder
shall be in writing and mailed or delivered to the applicable party at the
addresses specified below:
If to ▇▇▇▇▇: at the following address, or at such other address as
shall be designated by ▇▇▇▇▇ in a written notice to USI complying as to delivery
with the terms of this Agreement:
▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇-▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP
The Chrysler Building
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Direct: ▇▇▇-▇▇▇-▇▇▇▇
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If to USI: at the following address, or at such other address as shall
be designated by USI in a written notice to ▇▇▇▇▇ complying as to delivery with
the terms of this Agreement:
U.S. Interactive, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Chief Operating Officer
With a copy to: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esquire
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP
3200 Mellon Bank Center
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
All notices, requests, demands and other communications must be by
express overnight courier service, or registered or certified mail return
receipt requested, and shall be considered to be delivered three (3) days after
dispatch.
19. No Transfer of Claim. ▇▇▇▇▇ represents and warrants that
he has not sold, assigned, transferred, conveyed or otherwise disposed of any
claim, demand or cause of action relating to any matter covered by this
Agreement.
20. Successors and Assigns. This Agreement shall inure to the
benefit of USI and its predecessors, successors and assigns and shall be binding
upon ▇▇▇▇▇ and his heirs, executors, and administrators. ▇▇▇▇▇ shall not have
the right to assign any of his rights hereunder or any interest herein nor
delegate any of his duties hereunder.
21. Entire Agreement. This Agreement, and the other agreements
executed and delivered herewith, constitute the entire agreement between the
parties and supersede any prior understandings or agreements concerning the
subject matter hereof.
22. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware without
giving effect to choice of laws principles.
23. Counterparts. This Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Agreement by signing
any such counterpart.
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IN WITNESS WHEREOF, the parties hereto, intending to be
legally bound hereby, have executed this Agreement under seal on the day and
year set forth below.
WITNESS:
---------------------------
By:
-----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇
Date: February 26, 1999
--------------------------
U.S. INTERACTIVE, INC.
BY:
-----------------------------
TITLE:
--------------------------
DATE: February 26, 1999
--------------------------
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Exhibit A
1. ▇▇▇▇▇▇.▇▇▇
2. Organic
3. Modem Media ▇▇▇▇▇ ▇▇▇▇▇
4. Proxicom
5. Magnet
6. Rare Medium
7. IXL
8. CKS/US Web
9. RazorFish
10. K2
11. Renaissance/Neoglyphics
12. Sapient/Studio Archetype
13. Viant
14. Scient
15. Ogilvy One
16. Dawin Digital
17. Thunder House
18. EDS
19. ▇▇▇▇▇ Systems
20. Cambridge Technology Partners
21. Diamond
22. All entities set forth on Exhibit A-1
23. Any entity which (prior to ▇▇▇▇▇ becoming an employee, partner,
officer, director, agent, lender, consultant, or a 3% or greater
stockholder) results from a merger or other combination involving any
of the foregoing entities, and any entity which (prior to ▇▇▇▇▇
becoming an employee, partner, officer, director, agent, lender,
consultant, or a 3% or greater stockholder) controls, is controlled by,
or is under common control with, any of the foregoing entities.
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Exhibit A-1
Atlantic Data Services Beacon Application Services Corporation
BISYS Group, The Breakaway Systems (formerly the Counsel group
Cambridge Technology Partners Business Data Services, Inc.
Cognizant Technology Solutions CoreTech Consulting Group, Inc.
Diamond Technology Partners, Inc. CORIO, Inc.
Kenda Systems DARC Development corporation
Registry, Inc., The (Renaissance Worldwide, Inc.) Decision Technologies, Inc.
TIER Corporation Eggrock Partners, LLC.
▇▇▇▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇▇ Group
Elumen Solutions
Benchmarking Partners Greenbrier & ▇▇▇▇▇▇
Born Information Services Group Greystone Solutions, Inc.
▇▇▇▇▇ Technology Group ICON Solutions
CIBER, Inc. Internet Business Advantage
Clarkston-Potomac Group, Inc. Inbenta
Cohesibe Network Systems, Inc. ▇▇▇▇▇, Inc.
Collective Technologies Kinderhook Systems
Computer Merchant (The) Lante Corporation
Context Integration, Inc. Logical Design Solutions
Extraprise Mastech Systems Corporation
Fort Point Partners, Inc METRO Information Services
i-Cube Naviant Technology Solutions
Inforte Information Technology NexGen SI, Inc.
Management Information Consulting, Inc. Nims Associates, Inc.
Micro Modeling Associates NobleStar Systems
OneSource Information Services, Inc Pencom Web Works
Paragon Computer Professionals, Inc. PKS Information Systems
Pencom Systems, Inc. Professional Development Group, Inc.
Saleslink PSW Technologies, Inc.
Sapient Corporation SCB Computer Technology, Inc.
Scient Synetics Corporation
SE Technologies Technium, Inc.
Seek Consulting Group Technology Solutions Co. Inc.
Silicon Valley Internet Partners TransTech
SPL (Systems Programming, Ltd.) TVisions, Inc.
Tanning Technology Corporation Unisource Systems, Inc.
Tessera Enterprise Systems, Inc.
The Concours Group Adaptive Consulting Partners LLC
The Revere Group, Inc. Advanced Technology Systems
US Web Alliance Consulting Group
Biant Corporation (Silicon Balley Internet Partners) American Management Systems
Aris Corporation
ACI Corporation Automated Labor (Infolmage)
ADEPT, Inc.
AppNet Systems, Inc.
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Exhibit A-1
(Continued)
B&M Associates, Inc. Natural Data
Barra Inc. NCI Information Systems, Inc.
▇▇▇▇▇ ▇▇▇▇▇ Enterprise Consulting, Inc. Net Daemons Associates, Inc.
▇▇▇▇▇▇▇▇▇ Consulting Services NeTegrity
Cambridge Interactive NetGuru systems, Inc.
Circle Strategies, Inc. NetSolbe, Inc.
Computer Management Sciences Network Six
Computer Sciences Corporation - Waltham New Resources Corp.
COMPUTERPEOPLE, Inc. Nexus Consulting Group
Compuware Northeast Consulting Resources
Corporate Information Technologies Online Enbirons, Inc.
Cotelligent Group, Inc Optimum Consulting
C/bridge Internet Solutions Opus Communications
Daou Systems Osprey Systems, Inc.
Data Processing Resources Corporation ▇▇▇▇▇▇▇▇▇ Computer Consultants, Inc
Database Technologies Corporation Polaris Service, Inc
DataEdge, Inc. Predictive Systems, Inc
Dimension Systems, Inc. Premier Systems Integrators, Inc.
Edgewarter Technology, Inc. Orixucin
EDS Quest Consulting, Inc.
Enterprise Networking Systems, Inc. Rare Medium, Inc.
ERP Technologies Razorfish
Executive Alliance ReadyAbout Interactive
First Consulting Group Research Triangle Consultants, Inc.
Free Range Media ReSOURCE PARTNER, Inc.
Granitar Systems, Inc. Resource Support Associates, inc.
Group Cortex, Inc RMS Technologies
▇▇▇▇, ▇▇▇▇▇▇ Rock Island Group
High Technology Solutions Rwd Technologies, Inc
HSO Business Systems, Inc/ Semaphore
▇▇▇▇▇▇▇ Group, Inc Sigma Systems, Inc.
Immersive Environments Silverline Industries, Inc.
Information Management Resources Snickelways Interactive
INS (international Network Services) Soften Systems
Integral Results, Inc. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Companies (The)
Integrated Information Systems, Inc Systems Services Corporation
Integrates Software Specialists, Inc. Systems Solutions Group
Integration Associates, Inc. Tangent International Computer Consultants, Inc
Interactive Business Systems, Inc. The Lab
▇▇▇▇ ▇▇▇▇▇▇ - Independent Consultant The Telluride Group, Inc.
Kanbay Incorporated The Tower Group
LCI Computer Group N>B. US internetworking
Lighthouse Technology Solutions Waterstone Consulting
Matrix Resources Web Design Group, Inc.
Maznet Systems, Inc./ World Research Advisory
▇▇▇▇▇▇▇ Group
Modus Media
11
Exhibit B
The Employee Non-Disclosure, Assignment of Developments,
Non-Solicitation and Non-Competition Agreement executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇ on
June 28, 1996 is hereby amended as follows:
Section 3 (iii) is hereby deleted in its entirety and replaced with the
following:
(iii) (a) become a partner, officer, director, consultant, agent, lender,
employee or 3% or greater stockholder of any entity set forth below; (b) become
a partner, officer, director, consultant, agent, lender, employee or 3% or
greater stockholder of any of the following entities: ▇▇▇▇▇▇.▇▇▇, Organic, Modem
Media ▇▇▇▇▇ ▇▇▇▇▇, Proxicom, Magnet, Rare Medium, IXL, CKS/US Web, ▇▇▇▇▇▇▇▇▇,
▇▇, Renaissance/Neoglyphics, Sapient/Studio Archetype, Viant, Scient, Ogilvy
One, Dawin Digital, Thunder House, EDS, ▇▇▇▇▇ Systems, Cambridge Technology
Partners, Diamond; (c) become a partner, officer, director, consultant, agent,
lender, employee or a 3% or greater stockholder of any entity which,prior to me
becoming an employee, partner, officer, director, agent, lender, consultant, or
a 3% or greater stockholder, results from a merger or other combination
involving any entity in either (a) or (b) above, or any entity which, prior to
me becoming an employee, partner, officer, director, agent, lender, consultant,
or a 3% or greater stockholder, controls, is controlled by, or is under common
control with, any of the entities in (a) or (b) above; or (d) form an entity
which delivers, or as an individual deliver, products or services which are
products or services identified in USI's E-Roadmap development plan.
Atlantic Data Services Inforte Information Technology
BISYS Group, The Management Information Consulting, Inc.
Cambridge Technology Partners Micro Modeling Associates
Cognizant Technology Solutions OneSource Information Services, Inc
Diamond Technology Partners, Inc. Paragon Computer Professionals, Inc.
Kenda Systems Pencom Systems, Inc.
Registry, Inc., The (Renaissance Worldwide, Inc.) Saleslink
TIER Corporation Sapient Corporation
▇▇▇▇▇▇▇▇-▇▇▇▇ Scient
SE Technologies
Benchmarking Partners Seek Consulting Group
Born Information Services Group Silicon Valley Internet Partners
Braun Technology Group SPL (Systems Programming, Ltd.)
CIBER, Inc. Tanning Technology Corporation
Clarkston-Potomac Group, Inc. Tessera Enterprise Systems, Inc.
Cohesibe Network Systems, Inc. The Concours Group
Collective Technologies The Revere Group, Inc.
Computer Merchant (The) US Web
Context Integration, Inc. Biant Corporation (Silicon Balley Internet Partners)
Extraprise ACI Corporation
Fort Point Partners, Inc
i-Cube
12
Exhibit B
(Continued)
ADEPT, Inc. B&M Associates, Inc.
AppNet Systems, Inc. Barra Inc.
Beacon Application Services Corporation ▇▇▇▇▇ ▇▇▇▇▇ Enterprise Consulting, Inc.
Breakaway Systems (formerly the ▇▇▇▇▇▇▇▇ group ▇▇▇▇▇▇▇▇▇ Consulting Services
Business Data Services, Inc. Cambridge Interactive
CoreTech Consulting Group, Inc. Circle Strategies, Inc.
CORIO, Inc. Computer Management Sciences
DARC Development corporation Computer Sciences Corporation - Waltham
Decision Technologies, Inc. COMPUTERPEOPLE, Inc.
Eggrock Partners, LLC. Compuware
▇▇▇▇▇▇▇▇ Group Corporate Information Technologies
Elumen Solutions Cotelligent Group, Inc
Greenbrier & ▇▇▇▇▇▇ C/bridge Internet Solutions
Greystone Solutions, Inc. Daou Systems
ICON Solutions Data Processing Resources Corporation
Internet Business Advantage Database Technologies Corporation
Inbenta DataEdge, Inc.
▇▇▇▇▇, Inc. Dimension Systems, Inc.
Kinderhook Systems Edgewarter Technology, Inc.
Lante Corporation EDS
Logical Design Solutions Enterprise Networking Systems, Inc.
Mastech Systems Corporation ERP Technologies
METRO Information Services Executive Alliance
Naviant Technology Solutions First Consulting Group
NexGen SI, Inc. Free Range Media
Nims Associates, Inc. Granitar Systems, Inc.
NobleStar Systems Group Cortex, Inc
Pencom Web Works ▇▇▇▇, ▇▇▇▇▇▇
PKS Information Systems High Technology Solutions
Professional Development Group, Inc. HSO Business Systems, Inc/
PSW Technologies, Inc. ▇▇▇▇▇▇▇ Group, Inc
SCB Computer Technology, Inc. Immersive Environments
Synetics Corporation Information Management Resources
Technium, Inc. INS (international Network Services)
Technology Solutions Co. Inc. Integral Results, Inc.
TransTech Integrated Information Systems, Inc
TVisions, Inc. Integrates Software Specialists, Inc.
Unisource Systems, Inc. Integration Associates, Inc.
Interactive Business Systems, Inc.
Adaptive Consulting Partners LLC ▇▇▇▇ ▇▇▇▇▇▇ - Independent Consultant
Advanced Technology Systems Kanbay Incorporated
Alliance Consulting Group LCI Computer Group N>B.
American Management Systems Lighthouse Technology Solutions
Aris Corporation Matrix Resources
Automated Labor (Infolmage)
13
Exhibit B
(Continued)
Maznet Systems, Inc./ World Research Advisory
▇▇▇▇▇▇▇ Group
Modus Media
Natural Data
NCI Information Systems, Inc.
Net Daemons Associates, Inc.
NeTegrity
NetGuru systems, Inc.
NetSolbe, Inc.
Network Six
New Resources Corp.
Nexus Consulting Group
Northeast Consulting Resources
Online Enbirons, Inc.
Optimum Consulting
Opus Communications
Osprey Systems, Inc.
▇▇▇▇▇▇▇▇▇ Computer Consultants, Inc
Polaris Service, Inc
Predictive Systems, Inc
Premier Systems Integrators, Inc.
Orixucin
Quest Consulting, Inc.
Rare Medium, Inc.
Razorfish
ReadyAbout Interactive
Research Triangle Consultants, Inc.
ReSOURCE PARTNER, Inc.
Resource Support Associates, inc.
RMS Technologies
Rock Island Group
Rwd Technologies, Inc
Semaphore
Sigma Systems, Inc.
Silverline Industries, Inc.
Snickelways Interactive
Soften Systems
▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Companies (The)
Systems Services Corporation
Systems Solutions Group
Tangent International Computer Consultants, Inc
The Lab
The Telluride Group, Inc.
The Tower Group
US internetworking
Waterstone Consulting
Web Design Group, Inc.
14
Exhibit C
Inquiry Script
In reference to ▇▇▇▇▇ ▇. ▇▇▇▇▇
Effective February 26, 1999, with the consent and support of the Board of
Directors, ▇▇▇▇▇ resigned his position as Chief Executive Officer of US
Interactive. ▇▇▇▇▇ remains a significant shareholder and will continue to serve
on the Board of Directors to assist in the ongoing success of the company.
Under Larry's leadership, US Interactive has become one of the nation's leading
Internet professional services firms with over 200 employees in 5 offices. His
strategic insights and activities are responsible for the unique and powerful
position as creators of "Electronic Enterprise solutions" supported by a simple
product service portfolio under the branded "E-Roadmap (TM)" development plan
and proprietary "IVL Methodology (TM)."
In 1994, ▇▇▇▇▇ co-founded US Interactive and served as the CEO and President
until July 1998. At that time, concurrent to a merger with Digital Evolution,
▇▇▇▇▇ assumed the CEO-only title, while ▇▇▇▇ ▇▇▇▇▇▇ (co-founder) became Chairman
of the Board, and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (co-founder) assumed the President/COO
position.
▇▇▇▇▇ ▇▇▇▇▇ is an accomplished CEO with a unique blend of business strategy,
creative marketing, and Internet technology knowledge and skills. These
competencies, along with innovative approaches, entrepreneurial enthusiasm and
the ability to squeeze maximum results from limited resources, make him a unique
leader in the dynamic, rapidly changing Internet business arena.
Under his leadership US Interactive completed the following significant
financial events:
o Grew annual revenue over 100% each year from 1994 to 1998.
o Closed three rounds of Venture Capital funding from investors
including Safeguard Scientifics, TL Ventures, and Internet
Capital Group.
o Successfully restructured and repositioned the company
annually to sustain growth, fulfill the needs of Clients, and
profit from the fluid dynamics of the Internet Industry.
o Positioned company for possible IPO.
o Completed 3 M&A events: Web Access acquisition in June 1996,
Mixed Media Works acquisition in June 1997, and merger with
Digital Evolution in July 1998.
Upon request by ▇▇▇▇▇ ▇▇▇▇▇, the Company, unless otherwise restricted by law or
due to a "quiet period" restriction, through ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇, will confirm orally that ▇▇▇▇▇ ▇▇▇▇▇ prepared
the Company in Summer 1998 for an IPO including hiring of investment bankers and
drafting of the S-1 document.
15
Exhibit C
(Continued)
▇▇▇▇▇ ▇▇▇▇▇ is also highly visible within the Internet Community, with the
following positions and activities among his accomplishments:
o Served on Board of Directors of the Association of Online
Professionals, 1996
o Founding Committee of Interactive Marketing Institute, 1996
o Founding member, and served as Technology Chair, Internet
Advertising Bureau, 1996-97
o Judge, International Advertising Festival, Cannes CyberLions
Awards, June 1998
o Member, National Council of Mayors, Technology Council, 1998
o Member, American Association of Advertising Agencies P&G/Fast
Summit Development Committee, 1998
o Featured in numerous industry publications including Fast
Company, Adweek, Industry Standard, InfoWeek, and other
publications
o Frequent Speaker and Seminar leader at Industry events including
the past 5 Internet World events.
16
Exhibit D
Property Owned By ▇▇▇▇▇
Equipment and possessions of ▇▇▇▇▇ ▇. ▇▇▇▇▇
Equipment whose ownership is transferred from USI to ▇▇▇▇▇ ▇▇▇▇▇:
>> Macintosh Powerbook 3400: TY2825A7KM (Office computer, ownership
transferred from USI to ▇▇▇▇▇ ▇. ▇▇▇▇▇)
>> Macintosh Powerbook 1400: QF6530BX963 (Home computer, ownership
transferred from USI to ▇▇▇▇▇ ▇. ▇▇▇▇▇)
>> Hewlett Packard LaserJet 6MP, #USBB020866 and the interface
attachment, HP Jet Direct EX plus, #S674560108: (Office printer,
transferred from USI to ▇▇▇▇▇ ▇. ▇▇▇▇▇)
>> Canon Innova PC, 486DX: 40001254460139 (no value, purchased in
1994 at start of MasterSmith)
>> VCP external harddrive: ZG53407459
▇▇▇▇▇ ▇▇▇▇▇'▇ personal possessions currently located and stored at USI/NY
office:
>> Toshiba 19 inch TV
>> Funai VCR
>> Macintosh Powerbook 170: FC22202C705 (LWS owned, started
business with it)
>> Macintosh Plus computer
>> TI 99/4A antique home computer
>> TRS 80 antique home computer
>> Commodore 64 antique home computer
>> Oak Rolltop desk
>> Cherry finished wood desk
>> Antique Victrola
>> Antique Royal typewriter
>> 3 folding chairs
>> 2 Antique wood side chairs
>> Antique wood desk chair
>> 2 Oak file cabinets
>> Standard torchier lamp
>> 2 Antique torchier lamps
>> Plant
>> 4 boxes of miscellaneous files, periodicals, and sundries (no
USI files)
>> Antique mirror
>> Misc. photographs and posters
17