Letter Agreement between ModusLink Corporation and William R. McLennan



 Exhibit 10.1 
  
 

 
  

			
	 	  	 Corporate Offices
 1100 Winter Street
 Suite 4600
 Waltham, MA 02451
 United States
 Tel: 781.663.5000
 Fax: 781.663.5100


  
 Via Federal Express

  
 January 9, 2006 
  
 Mr. William R. McLennan 
 c/o ModusLink PTE LTD 
 51 Ubi Avenue 3 
 Singapore 408858 
  
 Dear Bill: 
  
 Congratulations on your taking on your new role as President of International Business of ModusLink Corporation (“ModusLink” or
the “Company”). In this capacity you will continue to report to Joseph C. Lawler, President and Chief Executive Officer of ModusLink. 
  
 This letter will serve to memorialize certain changes to your compensation arrangements with the Company. 
  
 Effective as of December 1, 2005, your salary will be $14,426.08 bi-weekly, which is
equivalent to an annualized base salary of $375,000. You will also continue to be eligible to receive a bonus for fiscal year 2006 based on a target annualized bonus equal to 60% of your base salary earned during fiscal 2006. The actual bonus
payment you receive will be based on the Company’s and CMGI’s successful satisfaction of fiscal year 2006 business objectives pursuant to the terms and conditions of the CMGI FY2006 Executive Management Incentive Plan. 
  
 The provisions of your offer letter dated February 1, 2005 (the “Offer
Letter”) relating to your ability to request that the Company transfer you to an Equal or Greater Position (as defined in the Offer Letter) in the United States at the conclusion of two years of employment (should you remain employed for such
amount of time) shall no longer be applicable to your employment. 
  
 In addition,
you will be granted an option to purchase 100,000 shares of CMGI common stock under CMGI’s 2004 Stock Incentive Plan or 2000 Stock Incentive Plan. This option will be priced at the closing price of CMGl’s common stock (during normal
trading hours) on the date hereof. Provided you remain employed by the Company on each vesting date, this option will vest in five equal annual installments (each relating to 20% of the shares covered by the option), on each of the first five
anniversary dates of the date of grant, so that the option becomes fully vested and exercisable on the fifth anniversary of the date of grant. The option shall have a seven (7) year term. 
  
 On or as soon as practicable after the third business day following the public release of the
results of operations of CMGI for the fiscal year ending July 31, 2006 (provided that you remain employed by ModusLink through such reporting date), should CMGI meet or exceed certain financial targets set by 
  
 www.moduslink.com 







 Mr. William R. McLennan 
 Page Two 
 January 9, 2006 
  
 the Board of Directors of CMGI, Inc., you will
be granted an option to purchase 100,000 shares of CMGI common stock under CMGI’s 2004 Stock Incentive Plan or 2000 Stock Incentive Plan. This option will be priced at the closing price of CMGI’s common stock (during normal trading hours)
on the date of grant. Provided you remain employed by the Company on each vesting date, this option will vest in five equal annual installments (each relating to 20% of the shares covered by the option), on each of the first five anniversary dates
of the date of grant, so that the option becomes fully vested and exercisable on the fifth anniversary of the date of the grant. The option shall have a seven (7) year term. 
  
 The options described above shall each be subject to all terms, limitations, restrictions and termination provisions set for the in the Plan
and in the separate option agreements (which shall be based upon the Company’s standard form of option agreement) that shall be executed to evidence the grant of such option. 
  
 Except as expressly modified hereby, the agreements set forth in the Offer Letter shall remain in full force and effect. 
  

	
	 Sincerely,

	
	/s/    JAMES J. HERB        
	James J. Herb
	Senior Vice President, Human Resources

  

					
	 Agreed and accepted:
	 	 	 	 
			
	/s/    WILLIAM R.
MCLENNAN        	 	 	 	            1/9/06                       
 
	William R. McLennan	 	 	 	 Date