Sample Business Contracts

Severance Agreement - Internet Capital Group Inc. and Tony Dolanski

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February 4, 2003

Tony Dolanski
4 Roselawn Lane
Malvern, PA 19355

Dear Tony,

The Board of Directors and I recognize you as a valuable contributor to Internet
Capital Group. We place a high priority upon retaining your services to ICG and
in rewarding you for your commitment, dedication, and hard work. I am,
therefore, very pleased to communicate a severance package that will be made
available to you should you be terminated other than for cause prior to December
31, 2005. A summary of these severance benefits is listed below.

         -        SEVERANCE PAY - ICG will pay you at the date of termination of
                  employment a lump sum payment equal to 12 months of base
                  salary plus target bonus at the rate existing at termination
                  of employment.

         -        ANNUAL BONUS - ICG will pay you at the same time, under the
                  same terms and conditions as other employees, a pro-rated
                  bonus for service through your termination date, based on your
                  individual performance and ICG's performance for that period
                  as determined by the Board of Directors.

         -        EMPLOYEE BENEFITS - ICG will continue to provide you and your
                  family medical and dental insurance at the same percent of
                  premium payment existing at the time of termination until the
                  earlier of (A) 12 months after termination of employment; or
                  (B) your eligibility for any of these benefits under another
                  employer's or spouse's employer's plan.

         -        OUTPLACEMENT - ICG will provide you career counseling until
                  the earlier of (A) 12 months after termination of employment;
                  or (B) your employment with a subsequent employer.

         -        EQUITY - ICG Management will recommend to the Compensation
                  Committee of the Board of Directors that your stock options
                  and restricted stock be subject to the better of the
                  following: (A) credit for an additional 12 months service
                  (compared to your actual service with ICG); or (B) application
                  of the terms of the relevant option or restricted stock
                  agreement. Such options shall be exercisable after your
                  termination of employment to the earlier of 1) twenty-four
                  months or 2) 12 months after the ICG share price is maintained
                  at $10 for 20 trading days.

         -        CHANGE IN CONTROL - In the event of an involuntary termination
                  caused by a change in control as defined in the summary plan
                  description, you will receive 100% acceleration of all equity
                  grants. The term to exercise any option grant shall be
                  extended to the remaining term of the option.


         -        RELEASE - Availability of these severance benefits will be
                  conditioned upon your executing, and not rescinding or
                  breaching, upon termination of employment a release of
                  liability in a form acceptable to ICG. If you elect not to
                  sign a release of liability, you will be eligible for the
                  standard severance package applicable at that time. That
                  package currently consists of one month's pay plus two week's
                  pay per year of completed service and paid medical and dental
                  insurance for you and your family for the standard severance

My belief is that the current ICG team, including you, is outstanding and will
drive our success against our business plan. This success will provide
meaningful financial rewards to our shareholders and employees.


/s/ Walter Buckley
Chairman and Chief Executive Officer

cc: employee file