Separation of Employment Agreement and General Release - Internet Capital Group Inc. and Ronald W. Hovsepian
SEPARATION OF EMPLOYMENT AGREEMENT AND GENERAL RELEASE
WHEREAS Ronald W. Hovsepian (hereinafter "Employee") has been employed
by Internet Capital Group, Inc. (hereinafter "Employer"); and
WHEREAS Employee and Employer mutually desire to terminate amicably
Employee's employment with Employer.
IT IS HEREBY AGREED by and between Employee and Employer as follows:
1. (a). Employee, for and in consideration of the undertakings of
Employer set forth herein, and intending to be legally bound, does hereby
permanently and irrevocably sever his employment relationship with Employer
effective April 15, 2002 and also does hereby REMISE, RELEASE AND FOREVER
DISCHARGE, Employer and its parent, subsidiaries, and affiliated entities, and
its and their respective officers, directors, shareholders, employees and
agents, its and their respective successors and assigns, heirs, executors, and
administrators (hereinafter referred to collectively as "Releasees") of and from
any and all actions and causes of action, suits, debts, claims and demands
whatsoever in law or in equity, absolute or contingent, know or unknown which he
ever had, now has, or which he, his heirs, executors or administrators may have,
by reason of any matter, cause or thing whatsoever, from the beginning of time
up to and including the termination of his employment, and particularly, but
without limitation, any claims arising from or relating in any way to his
relationship as an employee or consultant or the termination of his employment
relationship with Employer, including, but not limited to, any claims that have
been asserted, could have been asserted or could be asserted now or in the
future, including any claims under any federal, state or local laws, including
Mass. Gen. L. ch. 151B, the Section 1 et seq., as supplemented by Mass. Gen. L.
ch. 149, Sections 24A-H; the Pennsylvania Human Relations Act, 43 P.S.Section
951 et seq.; Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.
C.Section 2000e et seq., the Age Discrimination in Employment Act, 29
U.S.C.Section 621 et seq., the Americans with Disabilities Act, 29 U.S.C.Section
12101 et seq.; any common law contract or tort claims now or hereafter
recognized, and all claims for counsel fees and costs, provided; however, that
nothing herein shall release Employer from its obligations hereunder, including
its indemnification obligations under Section 7 hereof, or under the Consulting
Agreement (defined below).
1.(b). Employer on its behalf and on behalf of Releasees and intending
to be legally bound does hereby REMISE, RELEASE, AND FOREVER DISCHARGE Employee
and his heirs, executors, and administrators of and from any and all actions and
causes of action, suits, debts, claims and demands whatsoever in law or in
equity, absolute or contingent, known or unknown, which they ever had, now have,
or which they or their successors and assigns, heirs, executors, and
administrators may have, by reason of any matter, cause or thing whatsoever,
from the beginning of time up to and including the termination of Employee's
employment, and particularly, but without limitation, any claims arising from or
relating in any way to Employee's consulting or employment relationship or the
termination of his employment relationship with Employer, including, but not
limited to, any claims that have been
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asserted, could have been asserted or could be asserted now or in the future;
provided this Separation of Employment Agreement and General Release shall not
release Employee from his obligations hereunder or under the Consulting
Agreement or from any liability arising from or related to willful misconduct or
criminal activity.
2. In full consideration of Employee's execution of this Separation of
Employment Agreement and General Release, and his agreement to be legally bound
by its terms, Employer agrees, beginning upon the later of (i) the 8th day
following Employee's termination date and (ii) the 8th day following the
execution of this Separation of Employment Agreement and General Release, to do
the following:
(a) Employer shall engage the Employee as a consultant
pursuant to the terms of the Consulting Agreement attached hereto as Exhibit A
(the "Consulting Agreement");
(b) Employer shall continue to pay the employer portion of
premiums for continued medical and dental insurance benefits for Employee per
his current benefits election until the earlier of August 31, 2002 or
eligibility for these benefits under a new employer's or spouse employer's plan;
(c) Employer shall pay Employee $16,152.96 for accrued and
unused vacation (less any amounts required to be withheld or any deduction
required by reason of the Federal Insurance Contribution Act, Federal income
tax, state and local income tax and comparable laws and regulations);
(d) Employer shall provide the Employee with outplacement
assistance for a period of 6 months; and
(e) Employer shall pay up to $3,000 for legal fees incurred by
Employee for services related to this Agreement;
(f) Employer shall provide Employee vesting credit so that the
following shall be deemed fully vested on the 8th day following the date hereof:
(i) 750,000 shares of restricted stock granted on April 23, 2001, (ii) 109,375
stock options priced at $1.40 granted on July 25, 2001, (iii) 156,250 stock
options priced at $2.09 granted on April 23, 2001, (iv) 116,667 stock options
priced at $3.0312 granted on December 21, 2000. Vested stock options will be
exercisable until February 28, 2005. Employee agrees to waive and hereby
forfeits any and all of his rights to any and all other restricted stock and
stock options granted to him by any Releasee, including Employer.
3. Except as set forth herein, it is expressly agreed and understood
that Employer does not have, and will not have, any obligation to provide
Employee at any time in the future with any payments, benefits or consideration
other than those recited in paragraphs 2(a) - 2(g) above.
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4. Employee further agrees and covenants that neither he, nor any
person, organization or other entity on his behalf, will file, charge, claim,
sue or cause or permit to be filed, charged or claimed, any civil action, suit
or legal proceeding for personal relief (including any action for damages,
injunctive, declaratory, monetary or other relief) against Releasees involving
any matter occurring at any time in the past up to and including the date of
this Separation of Employment Agreement and General Release or involving any
continuing effects of any acts or practices which may have arisen or occurred
prior to the date of this Separation of Employment Agreement and General
Release. Employee further agrees that if any person, organization, or other
entity should bring a claim against Releasees involving any such matter, he will
not accept any personal relief in any such action.
5. In further consideration of the agreements of Employer as set forth
herein, Employee agrees that:
(a) Employee agrees that for the one (1) year period beginning
on the date that his employment terminates, he will not, without Employer's
express written consent, directly or indirectly engage in any employment or
business activity with an ICG Competitor (defined below) or with any entity that
provides products or services competitive with or substantially similar to those
offered by any current ICG Affiliate Company (defined below); provided, however
that nothing herein shall prohibit Employee from joining any partnership that
invests in any entity that provides products or services competitive with or
substantially similar to those offered by any current ICG Affiliate Company so
long as Employee does not participate directly in investment or operational
decisions regarding such entity. For purposes of this Separation of Employment
Agreement and General Release, an "ICG Competitor" means any of the following
entities or their successors: General Atlantic Partners LLC, iFormation Group,
CMGI, Inc. and Divine Inc. "ICG Affiliate Company" means any of the following:
(i) eCredit.com, Inc., (ii) Logistics.com, Inc., (iii) OneCoast Network
Corporation and (iv) ICG Commerce Holdings, Inc. Employee shall, notwithstanding
this paragraph, comply with all other provisions of this agreement including
paragraph 5(b).
(b) During the one (1) year period beginning on the date of
this Separation of Employment Agreement and General Release, he will not either
directly or through others, whether as a proprietor, stockholder, director,
officer, consultant, independent contractor, employer, employee, agent
representative or in any other capacity, (i) solicit, hire or attempt to solicit
or hire any employee of Employer or any ICG Affiliate Company to change or
terminate his or her relationship with such company or otherwise to become an
employee, consultant or independent contractor of any other person or business
entity or (ii) solicit, hire or attempt to solicit or hire any consultant,
independent contractor or customer of Employer or any ICG Affiliate Company with
whom he had contact during the course of his employment with Employer to change
or terminate his or her relationship with any such company or to become an
employee, a consultant, independent contractor or customer to, for or of any
other person or business entity. Nothing in this section 5 (b) shall prevent
Employee from soliciting, hiring or attempting to solicit or hire any individual
(i) whose employment with Employer or an ICG Affiliate Company terminated more
than six months prior to the contact or (ii) who directly
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contacts Employee regarding obtaining employment elsewhere. Notwithstanding the
foregoing, general solicitations of employment published in a journal, over the
Internet, newspaper or other publication of general circulation and not
specifically directed towards such employees, consultants or independent
contractors shall not be deemed to constitute solicitation for purposes of this
Section. Employee shall not be prohibited from employing or maintaining as a
customer any person or business that contacts Employee on such person's or such
business' own initiative and without any solicitation on Employee's part,
directly or through others.
(c) At all times hereafter, Employee agrees to hold in
strictest confidence and not to disclose, lecture upon or publish any of
Employer's Proprietary Information (defined below), unless Employer expressly
authorizes such disclosure in writing. "Proprietary Information" shall mean any
and all confidential and/or trade secrets and/or proprietary knowledge, data or
information of Employer, its affiliated entities, any of its partner companies,
investors, and partners, including but not limited to information relating to
financial matters, investments, budgets, personnel matters, business plans,
products, processes, know-how, designs, methods, improvements, discoveries,
inventions, ideas, data, programs and other works of authorship. Employer
acknowledges and agrees that "Proprietary Information" shall not include any
knowledge that Employee acquired prior to his commencement of any consulting or
employment relationship with Employer.
(d) Employee shall deliver to the person designated by
Employer all originals and copies of all documents and other property of
Employer in his possession, under his control or to which he may have access.
Employee will not reproduce or appropriate for his own use, or for the use of
others, any Employer property, Proprietary Information or Inventions.
(e) Employee hereby assigns to Employer all his interest in
any and all Inventions that he conceived or developed during his employment and
acknowledges that all original works of authorship that are made by him within
the scope of and during the period of his employment with Employer and which are
protectible by copyright are "works made for hire," as that term is defined in
the United States Copyright Act. The term "Inventions" shall mean all trade
secrets, inventions, processes, data, programs, works of authorship, know-how,
improvements, discoveries, developments, techniques and designs including all
patented, copyright or trademarked information. The term "Inventions" shall not
include those inventions developed by Employee prior to the commencement of any
consulting or employment relationship with Employer and described in Exhibit B
hereto. Employee agrees that the decision whether or not to commercialize or
market any Invention developed by him is within Employer's sole discretion and
for Employer's sole benefit and that no royalty will be due to Employee as a
result of Employer's efforts to commercialize or market any such Invention.
Employee agrees to execute any proper oath or verify any proper document
required to carry out the terms of this Separation of Employment Agreement and
General Release.
(f) Because Employee's services to Employer were personal and
unique, and because he had access to and has become acquainted with the
Proprietary Information and because any breach by Employee of any of the
restrictive covenants contained
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in this Separation of Employment Agreement and General Release would result in
irreparable injury and damage for which money damages would not provide an
adequate remedy, Employer shall have the right to enforce the obligations set
forth in Section 5 of this Separation of Employment Agreement and General
Release by injunction, specific performance or other equitable relief, without
bond and without prejudice to any other rights and remedies that Employer may
have for a breach, or threatened breach, of the provisions of Section 5 of this
Separation of Employment Agreement and General Release. Employee agrees that in
any action in which Employer seeks injunction, specific performance or other
equitable relief, Employee will not assert or contend that any of the provisions
of Section 5 of this Separation of Employment Agreement and General Release are
unreasonable or otherwise unenforceable.
6. This Separation of Employment Agreement and General Release will be
governed by and construed according to the laws of the State of Delaware, where
the Employer is incorporated. Employee acknowledges and agrees that he has had
an opportunity to seek advice of counsel in connection with this Separation of
Employment Agreement and General Release and that the covenants contained herein
are reasonable in geographical and temporal scope and in all other respects. If
any court or other decision-maker of competent jurisdiction determines that any
of the covenants contained in this Separation of Employment Agreement and
General Release, or any part thereof, is unenforceable because of the duration
or geographical scope of such provision, then, the duration or scope of such
provision, as the case may be, shall be reduced so that such provision becomes
enforceable and, in its reduced form, such provision shall then be enforceable
and shall be enforced. In case any one or more of the provisions contained in
Section 5 of this Separation of Employment Agreement and General Release shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect the other
provisions of Section 5 of this Separation of Employment Agreement and General
Release, which shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. No waiver by Employer of any breach
of this Separation of Employment Agreement and General Release shall be a waiver
of any preceding or succeeding breach. No waiver by Employer of any right under
this Separation of Employment Agreement and General Release shall be construed
as a waiver of any other right.
7. Employer agrees to continue to indemnify, defend and hold harmless
Employee against all claims, losses, damages, expenses or liabilities arising
out of actions or omissions or alleged actions or omissions occurring during
Employee's employment by Employer, including by reason of the fact that Employee
served at the request of Employer as an officer and/or director of another
corporation and of all equity interests, to the same extent and on the same
terms and conditions (including with respect to advancement of expenses)
provided for in Article VI of Employer's bylaws or under the Delaware General
Corporation Law, each as in effect on the date of Employee's termination of his
employment relationship. Employer agrees that nothing in this agreement shall
affect or modify Employee's rights, if any, under any officers' and directors'
liability insurance policies purchased by Employer and in effect during
Employee's employment with Employer and that Employee shall be provided
indemnification of
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the type described in this paragraph by Employer no less broad than Employer
provides its other officers.
8. The parties hereto acknowledge that the undertakings of each of the
parties herein are expressly contingent upon the fulfillment and satisfaction of
the obligations of the other party as set forth herein.
9. Employee hereby agrees and recognizes that his employment
relationship with Employer has been permanently and irrevocably severed and that
Employer has no obligation, contractual or otherwise, to hire, rehire or
re-employ him in the future, and he agrees not to seek re-employment with
Employer.
10. Employee agrees and acknowledges that the agreement by Employer,
described herein, is not and shall not be construed to be an admission of any
violation of any federal, state or local statute or regulation, or of any duty
owed by Employer and that this agreement is made voluntarily to provide an
amicable conclusion of his employment relationship with Employer.
11. Employee agrees, covenants and promises that from and after the
Effective Time he will not communicate or disclose, the terms of this Separation
of Employment Agreement and General Release to any persons with the exception of
members of his immediate family, his attorney, and his accountant or tax
advisor, each of whom shall be informed of this confidentiality obligation and
shall be bound by its terms. Employee further agrees that he will not disparage
in any way the professional or personal reputation or character of Releasees.
12. Employee hereby certifies that he has read the terms of this
Separation of Employment Agreement and General Release, that he has been
informed by Employer, through this document and otherwise, that he should
discuss this Separation of Employment Agreement and General Release with an
attorney of his own choice, and that he understands its terms and effects.
Employee further certifies that he has the intention of releasing all claims
recited herein in exchange for the consideration described herein, which he
acknowledges as adequate and satisfactory to him. Neither Employer nor any of
its agents, representatives or attorneys has made any representations to
Employee concerning the terms or effects of this Separation of Employment
Agreement and General Release other than those contained herein.
13. Employee acknowledges that he has been informed that he has the
right to consider this Separation of Employment Agreement and General Release
for a period of at least 21 days prior to entering into this Separation of
Employment Agreement and General Release. Employee further acknowledges that he
has the right to revoke this Separation of Employment Agreement and General
Release within seven (7) days of its execution by giving written notice of such
revocation by hand delivery or fax to Internet Capital Group, Inc., 435 Devon
Park Drive, Building 600, Wayne, PA 19087, Fax: 610-989-0112, Attention: Stephen
M. Prichard, within the seven (7) day period.
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14. This Separation of Employment Agreement and General Release is the
final, complete and exclusive agreement of the parties with respect to the
subject matter hereof and supersedes and merges all prior discussions between
us, other than any existing restrictive covenant agreement between Employee and
Employer. No modification of or amendment to this Separation of Employment
Agreement and General Release, nor any waiver of any rights under this
Separation of Employment Agreement and General Release, will be effective unless
in writing and signed by the party to be charged.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
parties have executed the foregoing Separation of Employment Agreement and
General Release this 15th day of April, 2002.
WITNESS: /s/ Megan Hovsepian
--------------------
/s/ Ronald Hovsepian
----------------------------------
Ronald Hovsepian
INTERNET CAPITAL GROUP, INC.
WITNESS: /s/ Angie Ficco By:
--------------------
/s/ Stephen M. Prichard
----------------------------------
Stephen M. Prichard
Managing Director, Human Resources
<PAGE>
Exhibit A
Consulting Agreement
<PAGE>
CONSULTING AGREEMENT
This Consulting Agreement ("AGREEMENT") is made and entered into by and
between Internet Capital Group Operations, Inc. (the "COMPANY"), a Delaware
corporation, and Ronald Hovsepian ("Consultant").
WHEREAS, the Company desires to have the benefit of Consultant's skills
and services, and he desires to perform services for the Company, on the terms
and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and promises
contained in this Agreement, the Company and Consultant hereby agree as follows:
1. SERVICES TO BE PROVIDED. During the term of this Agreement, Consultant shall
perform for the Company such consulting services as the Company reasonably
requests from time to time. Consultant agrees to perform such services in a
professional manner, consistent with industry standards. Consultant will devote
6 days per month to providing consulting services hereunder.
2. TERM. The term of this Agreement shall begin on April 16, 2002 and continue
until August 31, 2002.
3. COMPENSATION. As compensation for Consultant's performance of services under
this Agreement and as consideration for the restrictive covenants contained in
this Agreement, Consultant shall receive an aggregate of $135,000, payable
within 10 days of execution of this agreement. Consultant will bill the Company
for reasonable out-of-pocket expenses, including travel, telephone and facsimile
transmission, mail, photocopying and materials production. Consultant will use
his own computer equipment, office space and phone lines for the services he
performs for the Company. He will not bill the Company for his equipment and
overhead costs.
4. INDEPENDENT CONSULTANT. Consultant shall not be considered a partner,
co-venturer, agent, employee, or representative of Company, but shall remain in
all respects an independent consultant. The Company shall not have any rights
under this Agreement to control the manner and methods of providing services to
be rendered under this Agreement. Consultant shall not be entitled to
participate in or receive any benefit or right as a Company employee. This
Agreement does not authorize, expressly or impliedly, Consultant to make or
undertake any promise, warranty or representation, to execute any contract, or
otherwise to assume any obligation or responsibility for the Company, or to hire
persons as employees of the Company, or to otherwise act on behalf of, or to
represent that Consultant is an agent or representative of the Company.
The Consultant further acknowledges and agrees that he shall be responsible for
the payment of all federal, state and local taxes, estimated or otherwise, and
shall pay such taxes when due. The parties agree that the Company will file
information returns with all appropriate government
<PAGE>
agencies detailing the total consideration paid to Consultant during each year
that services are performed under this Agreement.
5. ASSIGNMENT; OWNERSHIP OF WORKS.
a. DEFINITIONS. For purposes of this Agreement, the term "PROPRIETARY
RIGHTS" shall mean all trade secrets, know-how, patents, copyrights and other
intellectual property rights throughout the world. The term "INVENTIONS" shall
mean all trade secrets, inventions, processes, data, concepts, programs,
original works of authorship, know-how, improvements, discoveries, developments,
designs, techniques and other work product, whether or not patentable or
registrable under copyright, trademark or similar laws.
b. ASSIGNMENT. Consultant hereby assigns and transfers and agrees to
assign and transfer in the future (when any such Inventions or Proprietary
Rights are first reduced to practice or first fixed in a tangible medium, as
applicable) to the Company all of his right, title, ownership and interest in
and to any and all Inventions (and all Proprietary Rights with respect thereto)
which he solely or jointly conceives or develops or reduces to practice, or
causes to be conceived or developed or reduced to practice during the term of
his services under this Agreement ("COMPANY INVENTION"). Consultant will, at the
Company's request(s), promptly execute a written assignment to the Company of
any such Company Invention, and he will preserve any such Company Invention as
part of the Proprietary Information of the Company. Consultant further
acknowledges and agrees that all Inventions protectable by copyright are "works
made for hire" under the U.S. Copyright Act. However, to the extent that any
such Inventions may not, by operation of any applicable law, be a "work made for
hire," such Inventions, including all Proprietary Rights in or associated
therewith, shall be assigned to Company under this paragraph 5. Consultant
warrants that all Inventions and Proprietary Rights are free and clear of all
liens, security interests, claims and other encumbrances of any type and are and
will be free from claims of infringement by third parties.
c. PRIOR INVENTIONS. Consultant has set forth on the attached Prior
Inventions Schedule a complete list of all Inventions that he has, along or
jointly with others, made prior to the commencement of this Agreement with the
Company that he considers to be his property or the property of third parties
and that he wishes to have excluded from the scope of this Agreement
(collectively "PRIOR INVENTIONS"). If no such disclosure is attached, Consultant
represents that there are no Prior Inventions. If, during the term of this
Agreement with the Company, Consultant incorporates a Prior Invention into a
Company product process or machine, the Company is hereby granted and shall have
a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with
rights to sublicense through multiple tiers of sublicensees) to make, have made,
modify, use and sell such Prior Invention. Notwithstanding the foregoing,
Consultant agrees that he will not incorporate, or permit to be incorporated,
Prior Inventions in any Company Inventions without the Company's prior written
consent.
<PAGE>
6. LEGAL AND EQUITABLE REMEDIES.
a. This Agreement shall be deemed to be made in, and in all respects
shall be interpreted, construed and governed by and in accordance with, the laws
of the State of Delaware. Consultant agrees that the Company shall be entitled
to preliminary and permanent injunctive relief, without the necessity of proving
actual damages, as well as an equitable accounting of all earnings, profits and
other benefits arising from any violation of this Agreement, which rights shall
be cumulative and in addition to any other rights or remedies to which the
Company may be entitled.
b. Notwithstanding paragraph 6(a) of this Agreement, the Company shall
have the right to enforce this Agreement and any of its provisions by
injunction, specific performance or other equitable relief, without bond and
without prejudice to any other rights and remedies that the Company may have for
a breach, or threatened breach, of this Agreement. Consultant agrees that in any
action in which the Company seeks an injunction, specific performance or other
equitable relief, he will not assert or contend that any of the provisions of
this Agreement are unreasonable or otherwise unenforceable.
7. NO ASSIGNMENT. All of the terms and provisions of this Agreement shall
be binding upon and inure to the benefit of and be enforceable by the respective
heirs, executors, administrators, legal representatives, successors and assigns
of the parties hereto, except that the duties and responsibilities of Consultant
hereunder are of a personal nature and shall not be assigned, subcontracted or
delegated, in whole or in part, by Consultant.
8. NO WAIVER OR MODIFICATION. This Agreement cannot be changed, modified,
extended or terminated except upon written amendment signed by each party.
Consultant agrees that if the Company delays or fails to take action to remedy
any threatened or actual breach by Consultant of this Agreement or any portion
thereof, such delay or inaction by the Company shall not operate or be construed
as a waiver of any subsequent threatened or actual breach by me of the same or
any other provision, agreement or covenant. No waiver of any rights under this
Agreement, will be effective unless in writing signed by the party to be
charged.
9. NOTICES. All notices and other communications required or permitted
hereunder or necessary or convenient in connection herewith shall be in writing
and shall be deemed to have been given when hand delivered, sent by facsimile or
mailed by registered or certified mail, to the addresses listed below, or to
such other names or addresses as Company or Consultant, as the case may be,
shall designate by notice to each other person entitled to receive notices in
the manner specified in this paragraph, provided that notice of change of
address shall be deemed given only when received.
Consultant: Company:
Ronald Hovsepian Internet Capital Group Operations, Inc.
[Address] 435 Devon Park Drive
Building 600
Wayne, PA 19087
Attention: Human Resources
fax: (610) 989-0112
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10. SURVIVAL. Unless expressly stated otherwise herein, each of the
provisions of this Agreement shall survive the termination of this Agreement,
and the assignment of this Agreement by the Company to an Affiliate or any
successor in interest or other assignee.
11. ENTIRE AGREEMENT. This Agreement is the sole agreement between
Consultant and Company with respect to the consulting services to be performed
hereunder and it supersedes all prior agreements and understandings with respect
thereto, whether oral or written.
I HEREBY STATE THAT I HAVE READ THIS AGREEMENT IN ITS ENTIRETY, THAT I HAVE BEEN
GIVEN AN OPPORTUNITY TO CONSIDER THE AGREEMENT AND DISCUSS IT WITH THE ATTORNEY
OF MY CHOICE, AND THAT I ENTER INTO THIS AGREEMENT VOLUNTARILY AND INTENDING TO
BE LEGALLY BOUND. I UNDERSTAND AND AGREE THAT I AM ENTERING INTO AN INDEPENDENT
CONSULTANT RELATIONSHIP WITH THE COMPANY, AND THAT I HAVE NO PRESENT OR FUTURE
RIGHT TO EMPLOYMENT OR THE BENEFITS OF EMPLOYMENT WITH THE COMPANY. I HAVE
COMPLETELY FILLED OUT THE PRIOR INVENTIONS SCHEDULE TO THIS AGREEMENT.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have duly
executed this Agreement as of the date stated below.
INTERNET CAPITAL GROUP OPERATIONS, INC.
Date: April 15, 2002 By: /s/ Stephen M. Prichard
-------------- ------------------------
Stephen M. Prichard
Managing Director, Human Resources
Date: April 15, 2002 /s/ Ronald Hovsepian
-------------- ------------------------
Ronald Hovsepian
<PAGE>
PRIOR INVENTIONS SCHEDULE
None
<PAGE>
Exhibit B
Inventions
None