Newcomb Employment Agreement


     

    EXHIBIT
      10.1

     

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement
      (this
“Agreement”)
      is made
      and entered into by and between WEB.COM, INC., a Minnesota corporation having
      its principal executive offices located at the business address of 303 Peachtree
      Center Avenue, Suite 500, Atlanta, Georgia 30303 (the “Company”),
      and
      Joseph A. Newcomb, an individual residing at the address indicated in
Exhibit
      1 (“Executive”).
      Company and Executive enter into this Agreement as of the date they each have
      signed it, but the Agreement shall be effective as of the date established
      pursuant to Section 2.1, below.

     

    Whereas,
      Company
      desires to employ Executive with the title indicated in Exhibit
      1
      and the
      parties wish to establish certain terms and conditions of such employment by
      entering into this Agreement; and

     

    Whereas,
      Executive desires to be employed with Company on the terms and conditions set
      forth in this Agreement.

     

    Now
      Therefore, in
      consideration of the premises and the mutual covenants and agreements contained
      herein, the parties hereby agree as follows:

     

    1.  Employment;
      Regular Compensation.  Company
      agrees to employ Executive with the title indicated in Exhibit
      1
      and
      Executive agrees to serve in such capacity on the terms and conditions set
      forth
      in this Agreement. Company shall pay Executive an initial base salary (the
      “Base
      Salary”)
      and
      such other consideration as set forth in Exhibit
      1.
      The
      Base Salary is expressed as an annual amount solely for reference purposes,
      and,
      if payable, shall be paid to Executive on a bi-weekly basis. In its sole
      discretion, the Company may change Executive’s compensation.

     

    2.  Effective
      Date; Indefinite Term.  

     

    2.1  
      This
      Agreement shall be deemed in full force and effect as of March 31,
      2006;

     

    2.2  This
      Agreement has an indefinite term, and Executive’s employment by Company
      hereunder may be terminated at will by either party at any time, with or without
      Cause (as defined in Section 6.1, below) or any reason, voluntary or
      involuntary, and with or without prior notice. Certain provisions of this
      Agreement, however, as more fully set forth in Section 5, below, provide for
      the
      payment of benefits to Executive upon the specified circumstances of termination
      of Executive’s employment with Company, and certain other provisions, as more
      fully set forth below in Section 11, below, may continue in effect beyond the
      date of such termination. Executive expressly acknowledges and agrees that
      employment with Company is on an “at will” basis, and that this Agreement does
      not provide a guarantee of continued employment, notwithstanding any other
      provision in this Agreement.

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    3.  Duties.
      Executive shall report to Jeffrey Stibel, President and Chief Executive Officer,
      or such other individual as may be designated from time to time by the Board
      of
      Directors (the “Board”).
      Executive shall faithfully and diligently perform all such acts and duties,
      and
      furnish such services, as are assigned to Executive by such supervising officer
      or such other individual as may be designated by the Board.

     

    4.  Efforts;
      Conflicts of Interest.
      During
      Executive’s employment by Company, Executive shall devote his full business time
      and efforts to Company and its business during normal business hours, and shall
      safeguard and promote its lawful interests. During Executive’s employment by
      Company, Executive shall not, either directly or indirectly, engage in or enter
      into any business or perform any services for any other person, firm,
      association, or corporation that conflicts with Executive’s efforts to Company
      or with Company’s business interests, except for: (a) serving on the board of
      directors of any other entity that is not in competition with Company (subject
      to Company’s approval, which shall not be unreasonably withheld or delayed); (b)
      activities approved in writing in advance by the Executive’s supervising officer
      or the Board, which approval shall not be unreasonably withheld or delayed;
      or
      (c) passive investments in entities that do not involve Executive providing
      any
      advice or services to the businesses in which the investments are made, or
      which
      do not violate Company policy, including without limitation any policy relating
      to conflicts of interest or business ethics.

     

    5.  Benefits
      Upon Termination of Employment.

     

    5.1  By
      Company for Cause or by Executive Without Good Reason.
      If
      Executive’s employment is terminated by Company for Cause or by Executive
      Without Good Reason (as defined in Section 6.5, below), then Company’s
      obligation to pay compensation and benefits under this Agreement shall
      immediately terminate, except that: (a) Company shall pay to Executive and,
      if
      applicable, Executive’s heirs, any earned but unpaid Base Salary through such
      termination date; and (b) Company shall permit Executive to receive continuation
      of the benefits as set forth in Section 5.5, below, to the extent applicable.
      Under such circumstances, no further payments or benefits (except as otherwise
      required by law) shall be provided to Executive. The terms “Cause” and “Without
      Good Reason” shall have the meaning set forth in Section 6, below.

     

    5.2  By
      Company for Nonperformance Due to Disability.
      If
      Executive’s employment is terminated by Company for Nonperformance Due to
      Disability, then Company’s obligation to pay compensation and benefits under
      this Agreement shall immediately terminate, except that: (a) Company shall
      pay
      to Executive and, if applicable, Executive’s heirs, any earned but unpaid Base
      Salary through such termination date; (b) Company shall provide Executive with
      such other payments and benefits as may be permitted under the Company’s short-
      or long-term disability plans, to the extent applicable, and subject to the
      terms and conditions of such plans, including without limitation any eligibility
      requirements; and (c) Company shall permit Executive to receive continuation
      of
      the benefits as set forth in Section 5.5, below, to the extent applicable.
      The
      term “Nonperformance Due to Disability” shall have the meaning set forth in
      Section 6, below.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    5.3  By
      Company Other Than for Cause or by Executive for Good Reason.
      If
      Executive’s employment is terminated by Company other than for Cause or by
      Executive for Good Reason (as defined in Section 6.3, below), then Company’s
      obligation to pay compensation and benefits under this Agreement shall
      immediately terminate, except that: (a) Company shall pay to Executive and,
      if
      applicable, Executive’s heirs, any earned but unpaid Base Salary through such
      termination date; (b) Company shall pay to Executive any earned but unpaid
      incentive compensation or bonuses through the termination date, subject to
      the
      terms of the applicable bonus plan, including without limitation any eligibility
      requirements or any limitations on such payment under applicable law; (c)
      Company shall permit Executive to receive continuation of the benefits as set
      forth in Section 5.5, below, to the extent applicable; and (d) Company shall
      pay
      to Executive, as severance benefits, the amount specified on Exhibit 1 (the
      “Severance
      Benefits”).
      The
      Severance Benefits shall be paid in a lump sum, as soon as practicable following
      such termination date, subject to the following conditions: (x) Executive and
      Company shall execute a separation agreement which shall include a mutual waiver
      and release of all claims related to Executive’s employment or any termination
      thereof, within any applicable consideration or execution periods and in a
      form
      that is acceptable to Company; and (y) subject to confirmation by Company that
      Executive does not later revoke such waiver and release of claims within any
      revocation period required by applicable law.

     

    5.4  Death
      of Executive.
      In the
      event of Executive’s death, Executive’s employment and all other obligations
      hereunder shall automatically terminate and the Company’s obligation to pay
      compensation and benefits under this Agreement shall immediately terminate,
      except that Company shall pay to Executive’s estate: (a) Executive’s Base Salary
      through the end of the calendar month in which Executive’s death occurs; (b)
      Executive’s earned but unpaid incentive compensation or bonuses through the date
      of Executive’s death, subject to the terms and conditions of the applicable
      Bonus Plan, including without limitation any eligibility requirements or any
      limitations on such payment under applicable law; and (c) Company shall permit
      Executive’s heirs to receive continuation of the benefits as set forth in
      Section 5.5, below, to the extent applicable and allowed by law and subject
      to
      the terms of such plans.

     

    5.5  Benefits
      Continuation.
      Upon
      termination of Executive’s employment, Company shall permit Executive and, if
      applicable, Executive’s family members, to continue to participate in Company’s
      employee benefits plans, to the extent required or allowed by law and subject
      to
      the terms of such plans and applicable law.

     

    6.  Definitions.

     

    6.1  “Cause”
      shall
      mean termination of Executive’s employment by Company for one or more of the
      following reasons: (a) Executive has breached or threatens to breach a fiduciary
      duty owed to Company; (b) Executive has engaged or threatens to engage in
      dishonesty, fraud, gross negligence, willful malfeasance or other acts of
      misconduct in the performance of Executive’s duties or during the course of
      Executive’s employment; (c) upon the willful and continued failure by Executive
      substantially to perform Executive’s duties with the Company (other than by
      reason of Nonperformance Due to Disability as defined below); (d) Executive
      has
      willfully violated or threatens to violate Company policies, or has willfully
      violated or threatens to violate any law, rule or regulation (other than traffic
      violations or similar offenses) which result in material injury to Company;
      or
      (e) Executive has violated or threatens to violate the terms of Sections 4,
      7,
      or 8 of this Agreement or the material terms of the Confidentiality and
      Non-Competition Agreement, or any other material breach of this
      Agreement.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    6.2  “Disability”
      shall
      have the meaning ascribed to such term or its variations, such as “Disabled,” in
      Company’s long-term disability plan, or in the absence of such plan, a meaning
      consistent with the definition of permanent and total disability under Section
      22(e)(3) of the Internal Revenue Code of 1986, as amended.

     

    6.3  “Good
      Reason”
      shall
      mean that one or more of the following events has occurred and, after giving
      Company written notice of the occurrence and of Executive’s intention to resign
      from employment and Company not curing the event within 30 days of receipt
      of
      such written notice: (a) a substantial adverse change in Executive’s duties or
      responsibilities, without Executive’s consent, including a substantial change in
      Executive’s reporting structure; (b) a reduction in Executive’s Base Salary (at
      the annualized rate), without Executive’s consent, by more than 25%; or (c) a
      relocation of Executive’s principal place of employment by more than a 50 mile
      radius surrounding Atlanta, Georgia, without Executive’s consent.

     

    6.4  “Nonperformance
      Due to Disability”
      shall
      mean that, if because of Disability, Executive is unable to perform the
      essential functions of Executive’s job, with or without reasonable
      accommodation, for a period of 30 consecutive days in any calendar
      year.

     

    6.5  “Without
      Good Reason” shall
      mean termination or resignation of Executive’s employment by Executive other
      than for Good Reason.

     

    7.  Non-Disparagement.
      Executive shall not at anytime make false, misleading or disparaging statements
      about the Company, its parent, subsidiaries or affiliates, including any of
      their products, services, management, directors, officers, employees, and
      customers.

     

    8.  Confidential
      Information and Covenants Not to Compete.
      The
      parties agree that Executive's services to Company are of a unique value and
      that confidential and proprietary information about Company has been or will
      be
      obtained by, disclosed or otherwise made available to Executive as a result
      of
      Executive’s employment with Company. Accordingly, as a condition to Executive’s
      employment, Executive and Company also are entering into the Confidentiality,
      Invention Assignment, and Non-Competition Agreement attached hereto as
Exhibit
      2
      (the
"Confidentiality
      and Non-Competition Agreement").

     

    9.  Dispute
      Resolution Process.  All
      disputes between Executive and Company that otherwise could be resolved in
      court
      shall be resolved instead by the following alternative dispute resolution
      process (the "Process").

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    9.1  Disputes
      Covered.  This
      Process applies to all disputes between Executive and Company, including those
      arising out of or related to this Agreement or Executive's employment by
      Company. Disputes subject to this Process include but are not limited to pay
      disputes, contract disputes, legal disputes, wrongful termination disputes,
      and
      discrimination, harassment or civil rights disputes. This Process applies to
      disputes Executive may have with Company and also applies to disputes Executive
      may have with any of Company's employees or agents so long as the person with
      whom Executive has the dispute is also bound by or consents to this Process.
      This Process applies regardless of when the dispute arises and will remain
      in
      effect after Executive's employment with Company ends, regardless of the reason
      it ends. This Process does not apply, however, to any workers' compensation
      or
      unemployment compensation claims, to the extent applicable under the
      circumstances.

     

    9.2  Negotiation
      and Mediation.  Executive
      and Company agree to attempt to resolve all disputes first by direct
      negotiations. If direct negotiations are not successful, the parties shall
      then
      use mediation. They shall first attempt to agree upon a mediator. If unable
      to
      agree upon a mediator, the parties shall request and conduct mediation under
      the
      American Arbitration Association’s National Rules for the Resolution of
      Employment Disputes. Unless otherwise agreed by the parties, any mediation
      sessions shall be held in Atlanta, Georgia. Temporary or interim injunctive
      relief may be sought without mediating first. Any failure to mediate shall
      not
      affect the validity of an arbitration award or the obligation to arbitrate.
      In
      any action arising out of this Agreement, the prevailing party shall be entitled
      to be reimbursed for its reasonable legal fees and expenses.

     

    9.3  Arbitration.  If
      the dispute is not resolved through negotiation and mediation, the parties
      shall
      request, and either party may demand, arbitration pursuant to the American
      Arbitration Association’s National Rules for the Resolution of Employment
      Disputes. Unless otherwise agreed by the parties, any arbitration hearing shall
      be held in Atlanta, Georgia. The decision of the arbitrator shall be final
      and
      binding on the parties and on all persons and entities claiming through the
      parties. Submission of their dispute to arbitration shall be the exclusive
      means
      for resolving the dispute, to the exclusion of any trial by a court or jury.
      All
      disputes that are not resolved by agreement (in mediation or otherwise) shall
      be
      determined by binding arbitration.

     

    9.4  Injunctive
      Relief.  Either
      party may request a court to issue such temporary or interim relief (including
      temporary restraining orders and preliminary injunctions) as may be appropriate,
      either before or after mediation or arbitration is commenced. The temporary
      or
      interim relief shall remain in effect pending the outcome of mediation or
      arbitration. No such request shall be a waiver of the right to submit any
      dispute to mediation or arbitration.

     

    9.5  Employment
      Status.  This
      Process does not affect the status of the employment relationship between the
      parties, which as stated above in Section 2.2 shall be “at will;” nor does this
      Process guarantee continued employment by the Company, require discharge only
      for cause, or require any particular corrective action or discharge
      procedures.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    10.  Notification.
      Executive hereby authorizes the Company, or any of its employees or designated
      representatives or counsel, to notify Executive’s actual or future employers or
      any governmental agency of any terms of this Agreement or the Confidentiality
      and Non-Competition Agreement and Executive’s responsibilities or obligations
      hereunder.

     

    11.  Severability;
      Survival of Provisions.  If
      any part of this Agreement or any part of the Confidentiality and
      Non-Competition Agreement is held by any legal authority to be unenforceable
      or
      is severed by any legal authority, the remainder of such agreement shall be
      enforced to the maximum extent allowed by applicable law. Certain provisions
      of
      this Agreement, including confidential information and covenants not to compete
      (Section 8), dispute resolution process (Section 9), notification (Sections
      10
      and 21), and governing law (Section 18) of this Agreement, and all of the
      provisions of the Confidentiality and Non-Competition Agreement, shall survive
      after any such legal determination, after Executive's employment by Company
      ends
      regardless of the reason it ends, and shall be enforceable regardless of any
      such determination or any claim Executive may have against Company.

     

    12.  Relief
      for Breach.
      Because
      any breach or threatened breach by Executive of Sections 4, 7, and 8 of this
      Agreement or of the Confidentiality and Non-Competition Agreement would result
      in continuing material and irreparable harm to Company, and because it would
      be
      difficult or impossible to establish the full monetary value of such damage,
      Company shall be entitled to injunctive relief in the event of any such breach
      or threatened breach by Executive. Injunctive relief is in addition to any
      other
      available remedy, including termination of this Agreement and damages. In the
      event of any threatened breach of this Agreement by Executive, Company may
      suspend any payment of Base Salary, incentives, bonuses, Severance Benefits
      and
      other compensation due to Executive under this Agreement and, if Executive
      has
      breached this Agreement, any remaining amounts to be paid under this Agreement
      shall be forfeited as liquidated damages for such breach. In the event of any
      breach or threatened breach by either party which results in court-ordered
      relief, the breaching party shall reimburse the non-breaching party for its
      reasonable attorneys’ fees and other expenses incurred to obtain such
      relief.

     

    13.  Waiver.  No
      waiver of any provision of this Agreement shall be valid unless in writing,
      signed by the party against whom the waiver is sought to be enforced. The waiver
      of any breach of this Agreement or failure to enforce any provision of this
      Agreement shall not waive any later breach.

     

    14.  Binding
      Effect.  This
      Agreement is binding upon the parties and their personal representatives, heirs,
      successors and permitted assigns.

     

    15.  Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original and all of which, taken together, shall constitute a single
      agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    16.  Complete
      Agreement.  This
      Agreement, together with the attached Confidentiality and Non-Competition
      Agreement and the Restricted Stock Agreement and Stock Option Agreement
      referenced on Exhibit 1, is the final and complete expression of the parties'
      agreement relating to Executive's employment by the Company. Without limiting
      the foregoing, this Agreement replaces and supersedes any prior employment
      agreements between Executive and Company, or its parent, subsidiaries,
      predecessors or affiliates, and each party to this Agreement hereby releases
      and
      holds harmless the other party from any obligations or liability with respect
      thereto. The parties acknowledge and agree that they are not entering into
      this
      Agreement in reliance on anything not set out in this Agreement. This Agreement
      shall control over any inconsistent policies or procedures of Company affecting
      Executive’s employment, whether in effect now or adopted later, but Company's
      policies and procedures that are consistent with this Agreement, whether in
      effect now or adopted later, shall apply to Executive’s employment according to
      the terms thereof.

     

    17.  Payroll
      Withholding.  All
      payments of Base Salary, incentives, bonuses, Severance Benefits and other
      compensation payable to Executive pursuant to this Agreement or otherwise shall
      be subject to the customary withholding for income taxes as determined
      appropriate by the Company, and shall be subject to other withholdings or
      deductions as required with respect to such compensation paid by a corporation
      to any employee.

     

    18.  Governing
      Law.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Georgia, without giving effect to the provisions thereof relating
      to
      choice of laws. Each party hereby irrevocably (a) consents to the jurisdiction
      and venue for any legal action with the state courts in Fulton County, Georgia
      and federal courts in the Northern District of Georgia, Atlanta Division, unless
      injunctive relief is sought by Company and, in Company's judgment, that relief
      might not be effective unless obtained in some other venue; and (b) waives
      any
      jurisdictional defenses (including personal jurisdiction and venue) to any
      such
      action. These provisions do not give any party a right to proceed in court
      in
      violation of the Dispute Resolution Process under Section 9, above.

     

    19.  Successors
      And Assigns.  All
      rights and duties of Company under this Agreement shall be binding on and inure
      to the benefit of its successors, assigns or any company which purchases or
      otherwise acquires it or all or substantially all of its operating assets by
      any
      method. This Agreement shall not be assignable by Executive other than the
      right
      to receive benefits being passed by will or by the laws of descent and
      distribution.

     

    20.  Amendment.  This
      Agreement contains the entire agreement of the parties relating to the subject
      matter and may not be amended except by an instrument in writing signed by
      both
      parties; it shall not be amended orally or by course of dealing.

     

    21.  Notices.
      All
      notices required or permitted under this Agreement shall be in writing and
      may
      be personally served or mailed by registered or certified U.S. mail, postage
      prepaid and addressed as follows:

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	 	
               

              If
                to Company:

            	
               

              Web.com,
                Inc.

            
	 	 	
              303
                Peachtree Center Avenue

            
	 	 	
              Suite
                500

            
	 	 	
              Atlanta,
                Georgia 30303

            
	 	 	 
	 	
              If
                to Executive:

            	
              Address
                specified in Exhibit
                1

            


    

     

    Any
      of
      the above addresses may be changed at any time by notice given as provided
      above; provided, however, that any such notice of change of address shall be
      effective only upon receipt. All notices, requests or instructions given in
      accordance herewith shall be deemed received on the date of delivery, if hand
      delivered or telecopied, and 3 business days after the date of mailing, if
      mailed by registered or certified mail, return receipt requested.

     

     

    
      	
               

              WEB.COM,
                INC.

               

            	
               

              EXECUTIVE

               

            
	
               

              By: 
                /s/ Jonathan B. Wilson

            	
               

              /s/
                Joseph A. Newcomb

            
	
               

              Name:
                Jonathan
                B. Wilson

            	
               

              Name:
                Joseph A. Newcomb

               

            
	
              Title: 
                Senior Vice President, Legal and Corporate Development

               

            	
              Date:  
                March 31, 2006

               

            
	
              Date: 
                March 31, 2006

            	 


    

     

    


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


     

    Exhibit
      1

     

    
      	
              Executive:

            	
              Joseph
                A. Newcomb

            
	 	 
	
              Title:

            	
              Executive
                Vice President, General Counsel

            
	 	 
	
              Base
                Salary:

            	
              $185,000,
                payable upon approval by the Board after the company becomes profitable
                on
                an EBITDA basis 

            
	 	 
	
              Bonus
                Target:

            	
              50%
                of Base Salary

            
	 	 
	
              Options:

            	
              100,000
                vested immediately upon issuance

            
	 	 
	
              Restricted
                Stock:

            	
              100,000
                vested on a 5-year vesting schedule

            
	 	 
	
              Severance
                Benefits:

            	
              50%
                of Base Salary 

            
	 	 
	
              Address:

            	
              1048
                Diamond Crest Ct.

            
	 	
              Santa
                Barbara, CA 93110

            
	 	 


    

    


    


    



    
      
         

         

        


        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    Exhibit
      2

    Confidentiality,
      Invention Assignment, and Non-Competition Agreement

    


    Web.com,
      Inc. and its subsidiaries, with
      a
      place of business located at 303 Peachtree Center Avenue, Suite 500, Atlanta,
      Georgia 30303 (“Web.com”),
      and
      the undersigned managerial employee (“Employee”),
      agree, in connection with Employee’s employment by Web.com and in consideration
      of the rights and benefits given to Employee in connection with such employment
      (the receipt and consideration of which is hereby acknowledged) agree as
      follows.

    


    
      	1)  	
              Confidentiality.

            


    

    


    
      	a)  	
              During
                Web.com’s employment of Employee (whether in Employee’s current capacity
                or in any other future capacity), Web.com may disclose to Employee,
                either
                orally, in writing or by other means, trade secrets and proprietary
                information concerning Web.com’s business, finances, products, customers,
                vendors, computer technology and other technical, commercial or financial
                affairs of Web.com which are not in the public domain and which have
                been
                reasonably restricted by Web.com as confidential, hereinafter referred
                to
                as the “CONFIDENTIAL INFORMATION.”

            


    

    


    
      	b)  	
              Employee
                shall hold in trust and confidence the CONFIDENTIAL INFORMATION and
                shall
                not disclose such CONFIDENTIAL INFORMATION to any third party, except
                as
                agreed by Web.com in writing. 

            


    

    


    
      	c)  	
              Employee
                agrees not to use the CONFIDENTIAL INFORMATION for any purpose other
                than
                in the performance of Employee’s duties as an employee of Web.com.
                

            


    

    


    
      	d)  	
              Employee’s
                obligations in this Section 1 will not apply to any CONFIDENTIAL
                INFORMATION which was: (i) at the time of disclosure to Employee, in
                the public domain; (ii) after disclosure to Employee, published or
                otherwise, becomes part of the public domain through no fault of
                Employee;
                (iii) without a breach of duty owed to Web.com, in Employee’s
                possession at the time of disclosure to Employee; (iv) received after
                disclosure to Employee of such information from a third party who
                had a
                lawful right to and, without a breach of duty owed to Web.com, did
                disclose such information to Employee; or (v) independently developed
                by Employee without reference to CONFIDENTIAL
                INFORMATION.

            


    

    


    
      	e)  	
              The
                covenants of confidentiality set forth herein (i) will apply after
                the date hereof to any CONFIDENTIAL INFORMATION disclosed to Employee
                and
                (ii) will continue and must be maintained from the date hereof until
                termination of Employee’s employment, plus
                (A) with respect to trade secrets (as defined by applicable law), at
                any and all times after termination of Employee’s employment during which
                such trade secrets retain their status as such under applicable law;
                and
                (B) with respect to CONFIDENTIAL INFORMATION, for a period equal to
                the shorter of two (2) years after termination of Employee’s employment,
                or until such CONFIDENTIAL INFORMATION no longer qualifies as CONFIDENTIAL
                INFORMATION under this Agreement or applicable
                law.

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      	2)  	
              Inventions

            


    

    


    
      	a)  	
              Employee
                hereby irrevocably assigns to Web.com all of Employee’s rights to all
                Subject Inventions (as defined below) in the United States and all
                other
                countries and the right to claim priority therein. "Subject
                Invention"
                means any Invention (as defined below) which is conceived by Employee
                solely or jointly with others and (i) relates to the actual or
                anticipated business, research or development of Web.com,
                (ii) results from any work performed by Employee using any equipment,
                facilities, materials, Confidential Information or personnel of Web.com,
                or (iii) is suggested by or results from any task assigned or
                performed by Employee for or on behalf of Web.com. "Invention"
                means any idea, invention, discovery, improvement, innovation, design,
                process, method, formula, technique, machine, article of manufacture,
                composition of matter, algorithm or computer program, as well as
                improvements thereto.

            


    

    


    
      	b)  	
              If
                Employee has previously conceived of any Invention or acquired any
                ownership interest in any Invention, which: (i) is Employee’s
                property, solely or jointly; (ii) is not described in any issued
                patent as of the commencement of Employee’s employment with Web.com; and
                (iii) would be a Subject Invention if such Invention was made while
                an Web.com employee; then Employee must, at Employee’s election, either:
                (i) provide Web.com with a written description of the Invention on
                Exhibit
                2.1,
                in which case the written description (but no rights to the Invention)
                shall become the property of Web.com; or (ii) provide Web.com with
                the license described in Section 2(c)
                of
                this Agreement.

            


    

    


    
      	c)  	
              If
                Employee has previously conceived or acquired any ownership interest
                in an
                Invention described above in Section 2(b)
                and Employee elects not to disclose such Invention to Web.com as
                provided
                above, then Employee hereby grants to Web.com a nonexclusive, paid
                up,
                royalty-free license to use and practice the Invention, including
                a
                license under all patents to issue in any country which pertain to
                the
                Invention.

            


    

    


    
      	d)  	
              If
                Employee owns any issued United States Patent or foreign equivalent
                thereof, or Employee is an inventor, either individually or jointly,
                of
                any issued United States Patent or foreign equivalent thereof, Employee
                must provide the United States Patent number and/or foreign number
                for any
                such patent or foreign equivalent thereof in Exhibit
                2.1.
                Otherwise, Employee represents that Employee owns no United States
                Patent
                or foreign equivalent thereof, individually or jointly, except those
                described on Exhibit
                2.1.

            


    

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	e)  	
              Employee
                agrees that should Web.com elect to file an application for patent,
                either
                in the United States or in any foreign country on a Subject Invention
                for
                which Employee is an inventor, Employee will execute all necessary
                documentation relating to the patent application, including formal
                assignments to Web.com, and will cooperate with attorneys or other
                persons
                designated by Company to provide all information necessary for the
                prosecution of the patent application(s) in the United States and
                any
                foreign country. Employee also agrees to assist Web.com in every
                proper
                way to maintain its patents during and following the period of employment
                including, but not limited to, the performance of all lawful acts,
                such as
                the giving of testimony in any interference proceedings, infringement
                suits, or other litigation, as may be deemed necessary or advisable
                by
                Web.com.

            


    

    


    
      	3)  	
              Copyrights.
                

            


    

    


    
      	a)  	
              Employee
                agrees that any Works (as defined below) created by Employee in the
                course
                of Employee’s duties as an employee of Web.com are subject to the "Work
                for Hire" provisions contained in Sections 101 and 201 of the
                United States Copyright Law, Title 17 of the United States Code.
                "Work"
                means any copyrightable work of authorship, including without limitation,
                any technical descriptions for products and services, user's guides,
                graphical works, audiovisual works, sound recordings, advertising
                materials, computer programs, web sites and content and any contribution
                to such materials. All right, title and interest to copyrights in
                all
                Works that have been or will be prepared by Employee within the scope
                of
                Employee’s employment with the Company will be the property of the
                Company. Employee further agrees that, to the extent the provisions
                of
                Title 17 of the United States Code do not vest the copyrights to any
                Works in the Company, Employee hereby assigns to the Company all
                right,
                title and interest to copyrights that Employee may have in the Works.
                

            


    

    


    
      	b)  	
              If
                Employee owns any ownership interest in any Work, Employee will list
                any
                such Work on Exhibit
                2.1.
                Otherwise, Employee will not claim any ownership rights in any Works,
                except those described on Exhibit
                2.1.

            


    

    


    
      	c)  	
              Employee
                also agrees to assist the Company in every proper way to maintain
                its
                Copyrights during and following the period of employment including,
                but
                not limited to, the performance of all lawful acts, such as the giving
                of
                testimony in any infringement suits or other litigation as may be
                deemed
                necessary or advisable by the
                Company.

            


    

    


    
      	4)  	
              Non-Solicitation
                of Customers.  During
                the term of Employee’s employment by Web.com and for a period of six (6)
                months following the termination of such employment, Employee shall
                not,
                either directly or indirectly, on Employee’s behalf or on behalf of others
                (a) solicit, divert or appropriate to any Competing Business (as
                defined below) or (b) attempt to solicit, divert or appropriate to
                any Competing Business, any business from any customer or actively
                sought
                prospective customer of Web.com with whom Employee had contact on
                behalf
                of Web.com. "Competing Business" means any business organization
                of
                whatever form engaged, either directly or indirectly, which is the
                same
                as, or substantially the same as, the Business of Web.com. "Business
                of
                Web.com" means the business of developing and providing Web hosting
                and
                related services and products including without limitation email
                services,
                website development and hosting and e-commerce
                services.

            


    

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	5)  	
              Non-Solicitation
                of Employees.  During
                the term of Employee’s employment by Web.com and for a period of one (1)
                year following the termination of Employee’s employment, Employee shall
                not, either directly or indirectly, on Employee’s own behalf or on behalf
                of others, solicit, divert or hire away, or attempt to solicit, divert,
                or
                hire away, any person employed by Web.com at any facility where Employee
                performed services or any person employed by Web.com with whom Employee
                had regular contact in the course of Employee’s employment by
                Web.com.

            


    

    


    
      	6)  	
              Contracts
                With Others

            


    

    


    
      	a)  	
              Employee
                agrees to provide to the Company, upon the execution and delivery
                of this
                Agreement, a copy of the pertinent portions of any employment, consulting
                or subcontracting agreement and other similar documents, (described
                on
                Exhibit
                2.1),
                executed by Employee with a former employer or any business or person
                with
                which Employee has been associated, which prohibits Employee during
                a
                period of time from: (i) competing with or participating in a
                business which competes with Employee’s former employer or business;
                (ii) soliciting personnel of the former employer or business to leave
                the former employer's employment or to leave the business; or (iii)
                soliciting customers of the former employer or business on behalf
                of
                another business.

            


    

    


    
      	b)  	
              Employee
                represents to the Company that Employee has not entered into any
                agreement
                with any other party which purports to require Employee to assign
                any Work
                or any Invention created, conceived or first practiced by Employee
                during
                a period of time which includes the date of Employee’s commencement of
                employment with the Company nor is Employee subject to any law, court
                order or regulation which purports to require such assignment, except
                as
                described on Exhibit
                2.1.
                Employee will obtain and provide to the Company a copy of the above
                described agreement(s) and a reference to any such law, court order
                or
                regulation.

            


    

    


    
      	7)  	
              Non-Competition 
                Employee
                acknowledges that he or she is being hired by Web.com because of
                his or
                her unique skills and abilities and that, by virtue of being hired
                by
                Web.com, Employee will learn special, unique and confidential matters
                pertaining to Web.com and the Business of Web.com. Employee agrees
                that,
                during Employee’s employment and for six (6) months after the termination
                of Employee’s employment for any reason (such period being the
                “Non-Competition Period”), Employee will not, directly or indirectly, (i)
                be employed (whether as an employee or as a consultant) for the purpose
                of
                providing Protected Services to a Competing Business in the Protected
                Territory, (ii) purchase or accept a beneficial interest in a Competing
                Business in the Protected Territory (except that Employee may purchase
                publicly-traded securities in Competing Businesses so long as Employee’s
                holdings in such Competing Business do not exceed one percent (1%)
                of the
                aggregate outstanding shares in such Competing Business, or (iii)
                serve as
                on the board of directors or similar governing body of any Competing
                Business. For purposes of this Section, “Protected Territory” means (y)
                the area within fifty (50) miles of Web.com’s headquarters location on the
                date Employee’s employment is terminated and (z) the area within fifty
                (50) miles of Employee’s primary place of work on behalf of Web.com on the
                date Employee’s employment is terminated. For purposes of this Section,
                “Protected Services” means those services and other services reasonably
                related thereto that Employee is being hired to provide to
                Web.com.

            


    

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
      	8)  	
              Miscellaneous. 
                This
                Agreement may not be amended, nor any obligation waived, except in
                a
                writing signed by Web.com and Employee. This Agreement is not assignable
                or delegable in whole or in part by Employee without the written
                consent
                of Web.com. This Agreement shall be governed and construed by the
                laws of
                the State of Georgia, without reference to conflict of law principles.
                An
                executed original of this Agreement may be delivered by facsimile,
                which
                shall be binding as an original. If any part of this Agreement is
                held by
                any legal authority to be unenforceable or is severed by any legal
                authority, the remainder of such agreement shall be enforced to the
                maximum extent allowed by applicable law.


            


    

    


    
       

      
        	
                 

                WEB.COM,
                  INC.

                 

              	
                 

                EXECUTIVE

                 

              
	
                 

                By: 
                  /s/ Jonathan B. Wilson

              	
                 

                /s/
                  Joseph A. Newcomb

              
	
                 

                Name:
                  Jonathan
                  B. Wilson

              	
                 

                Name:
                  Joseph A. Newcomb

                 

              
	
                Title:  
                  Senior Vice President, Legal and Corporate Development

                 

              	
                Date:  
                  March 31, 2006

              
	
                Date:  
                  March 31, 2006

                 

              	 


      

       

      




    



    
      
         

         

        


        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


    Works
      of
      Employee

    


    
      	
              Inventions:

            	
              (None,
                unless listed here) ____________________________

            
	 	
              _________________________________________________

            
	 	
              _________________________________________________

            
	 	 
	
              Patents:

            	
              (None,
                unless listed here) ____________________________

            
	 	
              _________________________________________________

            
	 	
              _________________________________________________

            
	 	 
	
              Copyrights:

            	
              (None,
                unless listed here) ____________________________

            
	 	
              _________________________________________________

            
	 	
              ________________________________________________

            


    

    


    
      
        
        

      

      
        15