Sample Business Contracts

Severance Agreement - iVillage Inc. and Candice Carpenter

Sponsored Links

                                                                 EXECUTION COPY

                              [iVillage Letterhead]

                                  April 1, 2001

Ms. Candice Carpenter
799 Park Avenue
Apartment 20B
New York, New York  10021

Dear Candice:

         This letter, when mutually executed, will constitute an amendment (the
"Amendment") to that certain agreement between iVillage Inc. (the "Company") and
you dated October 5, 2000 (the "October Agreement" and, as amended by this
Amendment, the "Agreement").

         1. Section 1 of the October Agreement is hereby deleted in its entirety
and in its place and stead the following shall be substituted:

         "1. Title and Role.

              a.  Resignation. Effective as of August 1, 2000 (the "Effective
                  Date"), you have resigned as Chief Executive Officer of the
                  Company. In addition, as of April 1, 2001 you have resigned
                  from the Company's Board of Directors and the board of
                  directors of iVillage UK Limited as well as from any other
                  capacity in which you currently serve the Company or its
                  subsidiaries or affiliates, except as otherwise provided
                  herein. After April 1, 2001, you shall not have any
                  management, operational, day-to-day or other responsibilities
                  with the Company or any of its subsidiaries or affiliates.

              b.  Special Projects. Notwithstanding the foregoing, you have
                  agreed to remain available to the Company as an employee for
                  special projects, as and to the extent mutually agreed upon
                  and as your time permits, and will receive the compensation
                  and benefits described herein until December 31, 2002 (the
                  "Special Projects Period"), unless otherwise specified in this
                  Agreement. Such special projects shall include such duties,
                  responsibilities, jobs and projects mutually agreed upon by
                  the Company's Board and Chief Executive Officer and you."


         2. Section 2 of the  October Agreement is hereby deleted in its
entirety and in its place and stead the following shall be substituted:

         "2.  Compensation and Benefits. In consideration of your acceptance of
this Agreement, you shall receive the following:

              a.  Lump Sum. Upon execution of this Amendment, the Company shall
                  pay you a one-time lump sum payment of $1,327,900 representing
                  payment of all amounts to which you are entitled from the
                  Company under the October Agreement, this Agreement or
                  otherwise, including, without limitation, (i) any remaining
                  salary payments (except as provided in Section 2(c) below),
                  (ii) your 2000 bonus payment, (iii) reimbursement of all
                  outstanding expenses incurred by you pursuant to Section 2(e)
                  of the October Agreement through the date of the Amendment,
                  (iv) payment for surrender of certain stock options pursuant
                  to Section 2(d) below, (v) payment of any expenses for your
                  proposed Public Broadcasting System television pilot, and (vi)
                  any support payments to which you were entitled under Section
                  2(h) of the October Agreement. Such one-time lump sum payment
                  shall be payable by the Company to you in two separate checks
                  as follows: (x) $793,333 for the salary and bonus payments
                  described in subsections (i) and (ii) above, which shall be
                  subject to normal payroll withholdings and deductions and
                  reportable on IRS Form W-2 and (y) $534,567 for the expense
                  reimbursement and other obligations referred to above, which
                  payment shall be reportable on IRS Form 1099;

              b.  Insurance. The Company will continue to pay the premiums for
                  medical insurance and provide you all the employee benefits
                  which are currently available to you through the earlier of
                  (i) the end of the Special Projects Period or (ii) the date on
                  which you commence full-time employment with another employer;

              c.  Salary. Subject to Section 2(e) of this Amendment (providing
                  for the set-off of $3,100 per month in 2001 and $2,325 per
                  month in 2002 (in each case, $27,900 per year) against
                  required interest payments pursuant to your promissory note),
                  payment at the rate of $3,433.33 per month, less all
                  deductions required by law, through December 31, 2002 and
                  payable in the manner and at the times of normal payroll;

              d.  Stock Options. Any outstanding stock options to purchase the
                  Company's common stock will continue to vest according to
                  their current respective vesting schedules through the end of
                  the Special Projects Period; provided, however, that the
                  vesting schedule of any portion of any outstanding stock
                  options which, according to their terms, would not vest prior
                  to December 31, 2002 shall be amended to provide that such
                  portion shall vest pro rata on a quarterly basis commencing on
                  the date of this Agreement through December 31,


                  2002; provided, further, that you hereby surrender (and
                  forfeit all of your rights thereto) to the Company all Company
                  stock options with an exercise price of $24 (consisting of
                  333,334 stock options) and all other unvested Company stock
                  options with an exercise price greater than $17 (consisting of
                  75,000 stock options) as partial consideration for the lump
                  sum payment described in Section 2(a) above. Notwithstanding
                  any conflicting terms in the Company's stock option plans
                  under which such stock options were granted and subject to
                  applicable law, the exercise period with respect to the
                  remaining options to be held by you after execution of this
                  Amendment shall expire ninety (90) days after termination of
                  the Special Projects Period. You shall be solely responsible,
                  and the Company shall bear no liability, for your failure to
                  timely exercise the options described in this Agreement;

              e.  Promissory Note. Your promissory note to the Company dated
                  June 5, 1998 in the principal amount of $500,000 shall be
                  amended such that the maturity date of such note shall be
                  extended to December 31, 2002 with all other terms and
                  conditions thereof remaining the same; provided, however,
                  that, upon execution of this Amendment, you shall pay the
                  Company (by set-off against the lump sum payment described in
                  Section 2(a) above or otherwise in same day funds) the sum of
                  $27,900 representing the amount of overdue interest payable to
                  the Company for calendar year 2000 under such note; provided,
                  further, that you hereby authorize the Company to set-off or
                  deduct from the monthly salary payments payable to you
                  pursuant to Section 2(c) of this Amendment the amounts of
                  $3,100 per month during calendar year 2001 and $2,325 per
                  month during calendar year 2002 (in each case $27,900 per
                  year) towards payment of the interest payable under such note
                  during those periods."

         3. Section 4 of the October Agreement is hereby deleted in its
entirety  and in its place and stead the following shall be substituted:

         "4. Public Statements. The parties mutually agreed on the joint press
release announcing your then new role with the Company (the "2000
Announcement"), which Announcement was issued concurrently with the Company's
second quarter 2000 financial results press release and was announced on the
analyst conference call discussing such results. The parties may also mutually
agree on a joint press release or other public announcement regarding your
resignation from the Company pursuant to this Amendment (the "2001
Announcement"). Except as expressly provided herein or required by applicable
law, regulation (including without limitation the rules and regulations of the
Securities and Exchange Commission), court order or NASDAQ stock market rule (or
rule of any stock exchange or quotation system on which the Company's securities
are then publicly traded), after the Effective Date the parties agree that they
will not make, or cause to be made, any statements, observations or opinions, or
communicate any information (whether oral or written) ("Statements")
inconsistent with


the 2000 Announcement, the 2001 Announcement and/or any required public
disclosure pursuant to the foregoing proviso, as applicable, that references or
refers to (a) the terms of (i) your role with the Company from the Effective
Date through the date of this Amendment and/or (ii) your resignation from the
Company; (b) the existence of this Agreement; or (c) any Statements, including
Statements to the press or media, that disparage or are likely in any way to
harm the reputation of each other, which in the case of the Company shall
include any of its respective former, present or future directors, officers,
stockholders or employees and which shall include Statements likely to damage
each other's business opportunities and reputations. In addition, you hereby
agree that you will not speak, present, appear, sell, publish, initiate contact
with the media, make any Statements or otherwise disclose any information either
on behalf of or regarding the Company, your employment with the Company, your
resignation from the Company and/or any similar or related topic without the
prior written consent of the Company. Further, in the event you are contacted by
a member of the media regarding the Company, you agree that you will coordinate
with the Company's public relations department, in addition to any other
restrictions or conditions included within this Agreement, prior to responding."

         4. Sections 5(a), 5(b), 5(c), 5(d), 5(e) and 5(f) of the October
Agreement are hereby deleted in their entirety and shall be of no further force
and effect.

         5. The last sentence of Section 6 of the October Agreement is hereby
amended by deleting the phrase "or a "voluntary resignation" under Section 5(c)

         6. Section 8 of the October Agreement is hereby amended by deleting the
phrase "termination of the Special Projects Period or any earlier termination of
this Agreement," and substituting therefore the phrase "execution of this

         7. Section 9 of the October Agreement is hereby deleted in its entirety
and shall be of no further force and effect. In lieu thereof, the phrase
"Intentionally Omitted" shall be inserted in its place.

         8. Section 14 of the October Agreement is hereby deleted in its
entirety and shall be of no further force and effect; each of the parties
acknowledging that the Company has fulfilled its obligations thereunder.

         9. Each of the parties agrees that Sections 3, 4, 5, 6, 7, 8, 10, 11,
12 and 13 of the Agreement shall survive indefinitely (except as expressly
limited by the terms of any such section).


         To accept the Amendment, please date and sign this letter and return it
to me (An extra copy for your files is enclosed).

                                 Very truly yours,

                                 iVILLAGE INC.

                                 By:  /s/ Steven Elkes
                                      Name: Steven Elkes
                                      Title: Executive Vice President--
                                             Operations and Business Affairs

         By signing this letter, I acknowledge that I have had the opportunity
to review this Amendment carefully with an attorney of my choice; that I have
read this Amendment and understand the terms of the Amendment; and that I
voluntarily agree to them.

         By: /s/ Candice Carpenter                        Date: April 1, 2001
             -------------------------------                    -------------
                 Candice Carpenter