Sample Business Contracts

Retention Agreement - NaviSite Inc.

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                              RETENTION AGREEMENT

    THIS RETENTION AGREEMENT ("Agreement") by and between NaviSite, a Delaware
corporation with principal executive offices located at 400 Minuteman Rd.,
Andover, MA  01810 (the "Company"), and _________________ (the "Executive"), is
made as of October 17, 2001 ("Effective Date").

    WHEREAS, the Board of Directors of the Company (the "Board") has determined
that the Executive will play a critical role in the operations of the Company;

    WHEREAS, the Board has determined that appropriate steps should be taken to
reinforce and encourage the continued employment and dedication of the

    NOW, THEREFORE, as an inducement for and in consideration of the Executive
remaining in its employ, the Company agrees that the Executive shall receive the
benefits set forth in this Agreement in the circumstances described below.

1.  Not A Guarantee of Employment.  The Executive acknowledges that this
Agreement does not constitute a guarantee of employment or impose on the Company
any obligation to retain the Executive as an employee and that this Agreement
does not prevent the Executive from terminating his employment.  The Executive
understands and acknowledges that he is an employee at will and that either he
or the Company may terminate the employment relationship between them at any
time and for any lawful reason.

2.  Severance Pay under Certain Circumstances.  In the event the employment of
the Executive is terminated (i) by the Company for a reason other than for Cause
(as defined below) or (ii) by the Executive for Good Reason (as defined below),
then the Executive shall be eligible for severance pay in accordance with the
terms set forth herein. Such severance pay shall amount to the equivalent of
______ (__) months' base wages, less applicable taxes and withholding, and shall
be paid in a lump sum on the date of such termination described in (i) or (ii)

3.  Sole Remedy.  The payment to the Executive of the amounts payable under
Section 2 along with payment of any accrued but unused vacation pay shall
constitute the sole remedy of the Executive in the event of a termination of the
Executive's employment with the Company following a Change of Control.


4.  Definitions.  For purposes of this Agreement, the following terms shall
have the following meanings:

(a)  "Cause" shall mean a good faith finding by the Company of: (i) gross
     negligence or willful misconduct by the Executive in connection with the
     Executive's employment duties, (ii)  failure by the Executive to
     substantially perform his duties or responsibilities required pursuant to
     the Executive's employment after written notice and a 30-day opportunity to
     cure, (iii)  misappropriation by the Executive for the Executive's personal
     use of the assets or business opportunities of the Company, or its
     affiliates, (iv) embezzlement or other financial fraud committed by the
     Executive, (v) the Executive knowingly allowing any third party to commit
     any of the acts described in any of the preceding clauses (iii) or (iv), or
     (vi) the Executive's indictment for, conviction of, or entry of a plea of
     no contest with respect to, any felony.

(b)  "Change in Control" shall mean the consummation of any of the following
     events:  (i) a sale, lease or disposition of all or substantially all of
     the assets of the Company, or (ii) a merger or consolidation (in a single
     transaction or a series of related transactions) of the Company with or
     into any other corporation or corporations or other entity, or any other
     corporate reorganization, where the stockholders of the Company immediately
     prior to such event do not retain (in substantially the same percentages)
     beneficial ownership, directly or indirectly, of more than fifty percent
     (50%) of the voting power of and interest in the successor entity or the
     entity that controls the successor entity; provided, however, that a
     "Change in Control" shall not include a sale, lease, transfer or other
     disposition of all or substantially all of the capital stock, assets,
     properties or business of the Company (by way of merger, consolidation,
     reorganization, recapitalization, sale of assets, stock purchase,
     contribution or other similar transaction) that involves the Company, on
     the one hand, and CMGI, Inc. or any CMGI Subsidiary (as defined herein), on
     the other hand.

(c)  "CMGI Subsidiary" shall mean any corporation or other entity that is
     controlled, directly or indirectly, by CMGI, Inc.

(d)  "Good Reason" shall mean the occurrence of any of the following conditions
     without the Executive's consent, which condition continues after notice by
     the Executive to the Company and a reasonable opportunity to cure such
     condition: (i) a decrease in the Executive's base salary, (ii) relocation
     of the Executive's work place to a location more than 60 miles from the
     Executive's business location at the time of the Change of Control, or
     (iii) the Executive's assignment to a position where the duties of the
     position are outside his area of professional competence or, following the
     event of a Change of Control, (iv) a substantial and material diminution of
     Employee's position or duties as they existed as of the Effective Date of
     this Agreement.


5.   Miscellaneous.

(a)  Notices.  Any notice delivered under this Agreement shall be deemed duly
     delivered four business days after it is sent by registered or certified
     mail, return receipt requested, postage prepaid, or one business day after
     it is sent for next-business day delivery via a reputable nationwide
     overnight courier service, in each case to the address of the recipient set
     forth in the introductory paragraph hereto.  Either party may change the
     address to which notices are to be delivered by giving notice of such
     change to the other party.

(b)  Pronouns.  Whenever the context may require, any pronouns used in this
     Agreement shall include the corresponding masculine, feminine or neuter
     forms, and the singular forms of nouns and pronouns shall include the
     plural, and vice versa.

(c)  Entire Agreement.  This Agreement constitutes the entire agreement between
     the parties and supersedes all prior agreements and understandings, whether
     written or oral, relating to the subject matter of this Agreement.

(d)  Amendment.  This Agreement may be amended or modified only by a written
     instrument executed by both the Company and the Executive.

(e)  Governing Law.  This Agreement shall be governed by and construed in
     accordance with the laws of the Commonwealth of Massachusetts.

(f)  Successors and Assigns.  This Agreement shall be binding upon and inure to
     the benefit of both parties and their respective successors and assigns,
     including any corporation with which or into which the Company may be
     merged or which may succeed to its assets or business, provided, however,
     that the obligations of the Executive are personal and shall not be
     assigned by him.

(g)  Waivers.  No delay or omission by the Company in exercising any right under
     this Agreement shall operate as a waiver of that or any other right.  A
     waiver or consent given by the Company on any one occasion shall be
     effective only in that instance and shall not be construed as a bar or
     waiver of any right on any other occasion.

(h)  Captions.  The captions of the sections of this Agreement are for
     convenience of reference only and in no way define, limit or affect the
     scope or substance of any section of this Agreement.

(i)  Severability.  In case any provision of this Agreement shall be invalid,
     illegal or otherwise unenforceable, the validity, legality and
     enforceability of the remaining provisions shall in no way be affected or
     impaired thereby.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year set forth above.

                                        NAVISITE, INC.