Modem Media Inc · S-1/A · On 12/23/98 · EX-10.7(A)

Filed On 12/23/98   ·   SEC File 333-68057   ·   Accession Number 1012870-98-3233

Pre-Effective Amendment to Registration Statement (General Form)   ·   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment #2 to Form S-1                               6     49K 
 2: EX-3.1(A)   Certificate of Incorporation                           9     40K 
 3: EX-3.1(B)   Certificate of Incorporation to Be Effective           8     35K 
 4: EX-3.2(A)   Bylaws of Registrant                                  32    134K 
 5: EX-10.6(A)  O'Connell Covenant Not to Compete                      6     24K 
 6: EX-10.6(B)  Ahlers Covenant Not to Compete                         6     24K 
 7: EX-10.6(C)  Allen Covenant Not to Compete                          6     24K 
 8: EX-10.7(A)  Letter Agreement - Steven C. Roberts                   2     12K 
 9: EX-10.7(B)  Noncompetition Agreement - Steven C. Roberts           3     16K 
10: EX-10.8     Form of Indemnification Agreement                     11     49K 
11: EX-21.1     List of Subsidiaries                                   1      5K 

EX-10.7(A)   ·   Letter Agreement - Steven C. Roberts

EX-10.7(A)
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                                                                 EXHIBIT 10.7(a)

RELATIONSHIP TECHNOLOGY GROUP                                                   

November 14, 1996                                                               

Mr. Steven Roberts                                                              
4737 Prestwick Drive                                                            
Manlius, NY  13104                                                              

Dear Steven:                                                                    

We are pleased to offer you the position of Chief Operating Officer with the    
Relationship Technology Group, reporting to Doug Ahlers, President.             

We have considered the challenge and opportunity offered by working in a fast   
paced environment and believe you will be more than able to meet the goals of   
the Relationship Technology Group.  In accepting a position with the Company,   
you agree that the employment relationship between the Company and you is an at-
will relationship and that the employment and compensation can be terminated,   
with or without cause, and with or without notice, at any time, at the option of
either the Company or you.                                                      

The following confirms the specific agreements regarding your compensation if   
you accept this position of Chief Operating Officer with the Relationship       
Technology Group.                                                               

.  Your annual base salary on your start date will be $150,000.00.    

.  When you start with the Relationship Technology Group, or when TN  
        Technologies files an IPO, whichever comes later, you will receive stock
     options with a market value at the date of grant equal to 80% of your
     salary. On your first anniversary of employment with the Relationship
       Technology Group, you will receive stock options with a market value at
the date of grant equivalent to 100% of your salary.            

  .  To compensate you for the increased cost of a mortgage in the general
  area of Westport, CT, we agree to pay you an additional $2,000 per
       month. This additional $2,000 will be divided into two monthly payments
and distributed in each semi-monthly paycheck.                  

EX-10.7(A)
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Page 2 (cont'd.)                                                                
November 14, 1996                                                               

  .    This mortgage differential payment will begin once you obtain a new
       mortgage. If your employment with the Relationship Technology Group
      terminates for any reason, this mortgage differential payment will
cease with your final paycheck.                             

.    The mortgage differential payment will have no bearing on the    
          calculation of any salary increases, merit bonuses or any other salary
         based calculations which you may earn during your employment with the
     Relationship Technology Group. Accordingly, even though your base
          salary may increase, the mortgage differential payment will remain the
same.                                                       

   .    In order to begin the mortgage differential payment process you must
        submit to the Relationship Technology Group supporting paperwork for
your current mortgage and for your new mortgage.            

Relationship Technology Group has a forty (40) hour work week, Monday through   
Friday.  The work day can be flexed one (1) hour between 7:00 a.m. and 7:00 p.m.
The responsibilities that are associated with the Chief Operating Officer       
position are such that it may require the investment of additional time to      
successfully meet deadlines and demands.                                        

Steven, we are looking forward to your joining the Relationship Technology Group
and playing a key role in our continued success.  Please acknowledge your       
acceptance by signing the copy of your offer letter and confidentiality         
agreement and returning them to me in the enclosed envelope.  If you have any   
questions or concerns, please give me a call.                                   

Best Regards,                                                                   

/s/ Marilyn L. Fidler                  Accepted By:    /s/ Steven Roberts       
Marilyn L. Fidler                                  ---------------------------  
Director of Human Resources                                                     
                           Date:    December 2, 1996
cc:  Doug Ahlers                              --------------------------------  

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-1/A Filing		Date		First		Last			Other Filings
		11/14/96		1		2
		12/2/96		2
Filed On / Filed As Of		12/23/98							S-1/A
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