EXHIBIT 10.1
September 15, 2000
Michael L. Bayer
VP, Finance and Administration
Chief Financial Officer
MotherNature.com, Inc.
490 Virginia Road
Concord, MA 01742
RE: SEVERANCE AGREEMENT
Dear Michael:
Reference is made to that certain Noncompetition and Nonsolicitation Agreement
(the "Agreement") dated as of October 19, 1999 between and among
MotherNature.com, Inc., as defined in the Agreement (the "Company") and you, and
that certain Side Letter Agreement, dated of even date therewith (the "Side
Letter Agreement") the execution of which was a condition for the grant to you
of certain consideration by the Company. For good and valuable consideration, as
more fully described below, the Agreement and the Side Letter Agreement are
hereby modified and amended, in pertinent part, as set forth below.
Notwithstanding anything in the Agreement or the Side Letter Agreement to the
contrary, including without limitation the provisions of Paragraph 2 of the
Agreement, upon the earlier to occur of (a) termination of your employment with
the Company for any reason or (b) the closing of a sale or transfer of all or
substantially all of the stock or assets of the Company in a single transaction
or a series of related transactions, the Company shall pay you a lump sum
severance payment equal to twelve (12) months salary at your then current base
salary rate ("Severance") immediately upon the effective date of such
termination.
In addition to the foregoing, you shall be permitted to exchange all or a
portion (such portion to be mutually agreed upon by you and the Company) of the
stock options previously granted to under the Company's Stock Option Plan to
purchase 100,456 shares of the Company's common stock granted to you on August
6, 1999, at the strike price for such options of $2.69 per share, for an
equivalent number of nonqualified stock options to purchase shares of the
Company's common stock at a strike price of $0.7188 per share. The Company
shall thereupon grant you a cash bonus of $201,792.98, solely for the purpose of
and to facilitate the exercise of the exchanged options, equaling the total
strike price (in connection with the exercise of all of the options) plus the
amount of all taxes that may be payable by you in connection with the exercise
of such options and/or sale of the shares of common stock purchased upon such
exercise. The granting of such bonus and the exercise of the exchanged options
shall occur contemporaneously. In connection with your exercise of such options,
the Company agrees that
it shall offset the exercise price against the amount of said bonus and
immediately thereupon pay to you the excess.
With respect to any employee health and welfare benefits and other perquisites
that you have heretofore received, you acknowledge that if your employment with
the Company terminates, you may no longer be eligible to participate in the
Company's plans as an employee; however, if you elect to continue any such
coverage under COBRA (or the then prevailing statutory equivalent) or if you
elect to convert to an individual policy to the extent permitted by the
Company's life and/or disability insurance plans, then in either or any such
instance, the Company shall pay the cost of the COBRA premium and/or the cost of
continuing your life and disability insurance benefits on an individual basis
until the earlier to occur of twelve (12) months after termination of your
employment or the date on which you accept other employment. With respect to
your laptop computer, cellular phone and other home and mobile office
technological and computer equipment, the Company shall transfer to you all such
equipment that you used prior to your termination. All such equipment shall be
transferred "as is," and you shall bear all risk of damage or loss with respect
thereto. The Company also agrees to provide to you at no cost with an e-mail
account (Michael.Bayer@mothernature.com), telephone privileges, reimbursement
for telecommunications expenses, and, if available, office space until the
earlier to occur of (i) twelve (12) months from your termination or (ii) until
you obtain other employment. During the period in which the Company is providing
such e-mail account, the Company agrees to forward e-mails from your pre-
existing e-mail account with the Company. The Company also agrees to maintain
your existing voice mail account with the Company until the earlier to occur of
(i) twelve (12) months from your termination or (ii) until you obtain other
employment. The message shall simply state your name.
In addition to the foregoing, the Company agrees to provide you with reasonable
outplacement services, to be provided by a company mutually acceptable to you
and the Company and at a cost of not less than $15,000, from the date of
termination of your employment with the Company until the earlier to occur of
(i) twelve (12) months from your termination or (ii) until you obtain other
employment.
The Company acknowledges and agrees that if your employment with the Company
terminates as a result of or in connection with a material change in ownership
of the Company, including without limitation, as a result of the sale or
transfer of all or substantially all of the stock or assets of the Company in a
single transaction or a series of related transactions, then such termination of
your employment shall be deemed to be without cause.
The foregoing terms were approved by the Board of Directors of the Company, at
meetings dated August 11, 2000 and September 15, 2000, as the minutes of such
meetings so reflect.
SIGNATURES CONTINUED ON NEXT PAGE
MOTHERNATURE.COM, INC.
By: /s/ Michael I. Barach
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Name: Michael Barach
Title: Chief Executive Officer and President,
hereunto duly authorized
Accepted and agreed:
/s/ Michael L. Bayer
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Michael L. Bayer
Date: 10/04/00
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