Newcomb Restricted Stock Agreement


    EXHIBIT
      10.2

     

    
      

RESTRICTED
      STOCK AGREEMENT

     

    This
      Restricted Stock Agreement (this “Agreement”)
      is
      entered into as of March 31, 2006 between WEB.COM, INC., a Minnesota corporation
      (the “Company”)
      and
      JOSEPH A. NEWCOMB (“Executive”).

     

    Executive
      and the Company are parties to an employment agreement dated of even date
      herewith (the “Employment
      Agreement”).
      

     

    In
      accordance with the Employment Agreement, in connection with Executive’s
      entering into employment with the Company, Executive is to receive an award
      of
one
      hundred thousand (100,000)
      shares
      of the common stock, $0.01 par value per share, of the Company (the
“Common
      Stock”).

     

    IN
      WITNESS WHEREOF, the Company and Executive hereby agree as follows:

     

    1.  Grant.
      The
      Company hereby grants Executive one
      hundred thousand (100,000)
      shares
      (the “Shares”)
      of the
      Company’s common stock, which shares shall vest in sixty (60) consecutive
      monthly increments of 1.67% beginning on the first month following the date
      of
      this Agreement. This Agreement incorporates by reference the attached Terms
      and
      Conditions. Shares of Common Stock that are not yet vested are herein referred
      to as “Unvested
      Shares”
while
      shares of Common Stock that are vested are herein referred to as “Vested
      Shares”.
      In
      addition any Unvested Shares then remaining shall become fully vested upon
      a
      change in the beneficial ownership of the Company’s voting stock or a change in
      the composition of the Board which occurs as follows: 

     

    (a) Any
      “person,” including a “syndication” or “group” as those terms are used in
      Section 13(d)(3) of the Securities Exchange Act of 1934, is or becomes the
      beneficial owner, directly or indirectly, of securities of the Company
      representing 40% or more of the combined voting power of the Company’s then
      outstanding “Voting Securities,” which is any security which ordinarily
      possesses the power to vote in the election of the Board of Directors of a
      corporation without the happening of any precondition or contingency;


     

    (b) The
      Company is merged or consolidated with another corporation and immediately
      after
      giving effect to the merger or consolidation less than 80% of the outstanding
      Voting Securities of the surviving or resulting entity are then beneficially
      owned in the aggregate by (x) the stockholders of the Company in their
      capacities as such immediately prior to such merger or consolidation, or (y)
      if
      a record date has been set to determine the stockholders of the Company entitled
      to vote on such merger or consolidation, the stockholders of the Company as
      of
      such record date; 

    


    (c) If
      at any
      time the following do not constitute a majority of the Board of Directors of
      the
      Company (or any successor entity referred to in clause (ii) above): Persons
      who,
      prior to their election as a Director of the Company (or successor entity if
      applicable) were nominated, recommended or endorsed by a formal resolution
      of
      the Board of Directors of the Company or the Nominating and Corporate Governance
      Committee thereof; or 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (d) The
      Company transfers substantially all of its assets to another corporation which
      is a less than 80% owned subsidiary of the Company.

     

    2.  Non-Transferability.
      Executive shall not assign or transfer any Unvested Shares, other than by will
      or the laws of descent and distribution. 

     

    3.  Termination. Executive’s
      rights to any Unvested Shares, and the vesting of any Unvested Shares, will
      terminate automatically and without further notice at the close of business
      thirty (30) days following the termination of Executive’s employment for any
      reason.  

     

    4.  Investment
      Representations.
      Executive hereby represents that he is acquiring the Shares for Executive’s own
      account for investment and not with any present intention of selling or
      otherwise distributing them. Executive agrees to comply with applicable federal
      and state securities laws in connection with any sale, assignment or transfer
      of
      the Shares.

     

    5.  Registration
      of Shares.
      Within
      ninety (90) days after the date hereof, the Company shall file a registration
      statement on an appropriate form under the Securities Act of 1934, as amended,
      to register the resale of the Shares. Prior to the effective date of any such
      registration statement any Shares issued under this Agreement shall bear an
      appropriate legend to the effect that any sale, assignment or transfer of the
      Shares may only be effected in compliance with an effective registration
      statement or any applicable exemption therefrom. 

     

    6.  Compliance
      with Law.
      The
      Shares are subject to the requirement that, if at any time counsel to the
      Company determines that the listing, registration or qualification of the Shares
      upon any securities exchange or under any state or federal law, or the consent
      or approval of any governmental or regulatory body, is necessary as a condition
      of, or in connection with, the issuance or purchase of the Shares, then the
      Shares may not to be sold, assigned or transfer, in whole or in part, unless
      the
      listing, registration, qualification, consent or approval has been effected
      or
      obtained on conditions acceptable to the Compensation Committee or unless such
      sale, assignment or transfer is otherwise permissible under any applicable
      exemption from registration. 

     

    
      
        
        

      

      
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    7.  Recapitalization.
      If the
      outstanding shares of Common Stock are changed into or exchanged for a different
      number or kind of shares or other securities of the Company by reason of any
      recapitalization, reclassification, stock split, stock dividend, combination,
      subdivision or similar transaction, then, subject to any required action by
      the
      Company’s shareholders, the number and kind of Shares are to be proportionately
      adjusted; except that no fractional Shares are to be issued in making the
      foregoing adjustments. All adjustments made by the Compensation Committee under
      this paragraph
      will be
      final, conclusive and binding upon Executive.

     

    8.  Reorganization.
      If,
      while all or any portion of the Shares remain Unvested, the Company proposes
      to
      merge or consolidate with another corporation, whether or not the Company is
      to
      be the surviving corporation, or if the Company proposes to liquidate or sell
      or
      otherwise dispose of substantially all of its assets or substantially all of
      the
      outstanding shares of Common Stock are to be sold, then the Compensation
      Committee may, in its sole discretion, either (i) make appropriate provision
      for
      the protection of the Unvested Shares by the substitution on an equitable basis
      of (A) appropriate stock of the surviving corporation or its parent in the
      merger or consolidation, or other reorganized corporation that will be issuable
      in respect to the Unvested Shares, or (B) any alternative consideration as
      the
      Compensation Committee, in good faith, may determine to be equitable in the
      circumstances; and, in either case, require in connection therewith the
      surrender of the Unvested Shares so replaced. In any such case, the Compensation
      Committee may, in its discretion, accelerate the date on which the Unvested
      Shares, in whole or in part, becomes exercisable. 

     

    9.  Rights
      as Shareholder.
      Executive will have all of the rights of a shareholder of the Company with
      respect to all of the Shares (including the right to vote on matters for which
      a
      vote of shareholders is permitted or required), regardless of whether the Shares
      are Vested or Unvested, except as otherwise expressly set forth in this
      Agreement. 

     

    10.  Withholding
      of Taxes.
      The
      Company’s obligation to deliver Shares to Executive on any applicable date of
      vesting is subject to Executive’s satisfaction of any applicable federal, state
      and local income and employment tax and withholding requirements in a manner
      and
      form satisfactory to the Company. 

     

    11.  No
      Special Employment Rights.
      No
      provision in this Agreement will be deemed to grant to Executive any right
      with
      respect to Executive’s continued employment with, or other engagement by, the
      Company or any subsidiary, parent or affiliate or interfere in any way with
      the
      ability of the Company or any subsidiary, parent or affiliate at any time to
      terminate Executive’s employment or other engagement or to increase or decrease
      Executive’s compensation from the rate in existence at the Grant Date.


     

    12.  Other
      Employee Benefits.
      The
      amount of any compensation deemed to be received by Executive as a result of
      the
      vesting of any Shares will not constitute “earnings” with respect to which any
      other benefits of Executive are determined, including, without limitation,
      benefits under any pension, profit sharing, life insurance or salary
      continuation plan. 

     

    
      
        
        

      

      
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    13.  Interpretation
      of this Agreement.
      All
      decisions and interpretations made by the Company’s Board of Directors or the
      Compensation Committee with regard to any question arising under this Agreement
      will be binding and conclusive on the Company and Executive.

     

    14.  Choice
      of Law.
      This
      Agreement is to be governed by the internal law, and not the laws of conflicts,
      of the State of Georgia.

     

    15.  Successors
      and Assigns.
      This
      Agreement is to bind and inure to the benefit of and be enforceable by
      Executive, the Company and their respective heirs, executors, personal
      representatives, successors and assigns.

     

    16.  Notices.
      Any
      notice provided for in this Agreement must be in writing and is to be either
      personally delivered, sent by reputable overnight carrier or mailed by first
      class mail, return receipt requested, to the recipient at the address indicated
      as follows:

     

    Notices
      to Executive:
      

     

    Joseph
      A.
      Newcomb

    1048
      Diamond Crest Ct.

    Santa
      Barbara, CA 93110

    


    Copy
      to:

    


    Joseph
      A.
      Newcomb

    Web.com,
      Inc.

    303
      Peachtree Center Ave., Suite 500

    Atlanta,
      GA 30303

    


    


    Notices
      to The Company:

     

    Web.com,
      Inc.

    303
      Peachtree Center Avenue

    Suite
      500

    Atlanta,
      Georgia 30303

    Attn:
      Chief Executive Officer

    


    or
      any
      other address or to the attention of any other person as the recipient party
      shall have specified by prior written notice to the sending party. Any notice
      under this Agreement will be deemed to have been given when so delivered, sent
      or mailed.

     

    17.  Severability.
      Whenever possible, each provision of this Agreement is to be interpreted in
      a
      manner as to be effective and valid under applicable law, but if any provision
      of this Agreement is held to be invalid, illegal or unenforceable in any respect
      under any applicable law or rule in any particular jurisdiction, that
      invalidity, illegality or unenforceability is not to affect any other provision
      or any other jurisdiction, and this Agreement shall be reformed, construed
      and
      enforced in the particular jurisdiction as if the invalid, illegal or
      unenforceable provision had never been contained herein.

     

    
      
        
        

      

      
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    18.  Complete
      Agreement.
      This
      Agreement embodies the complete agreement and understanding between the parties
      with respect to the subject matter hereof and effective as of its date
      supersedes and preempts any prior understandings, agreements or representations
      by or between the parties, written or oral, that may have related to the subject
      matter hereof in any way.

     

    19.  Amendment
      and Waiver.
      Subject
      to the next sentence, the provisions of this Agreement may be amended or waived
      only with the prior written consent of the Company and Executive, and no course
      of conduct or failure or delay in enforcing the provisions of this Agreement
      is
      to affect the validity, binding effect or enforceability of this Agreement.
      The
      Company unilaterally may waive any provision of this Agreement in writing to
      the
      extent that the waiver does not adversely affect the interests of Executive
      under this Agreement, but the waiver is not to operate as or be construed to
      be
      a subsequent waiver of the same provision or a waiver of any other provision
      of
      this Agreement.

     

    


    


    


    [Signatures
      appear on following page]

    



    
      
        
        

      

      
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    The
      parties are signing this Agreement as of the date stated in the introductory
      clause.

     

    WEB.COM,
      INC.

    


    


    


    By: 
      /s/ Jonathan B. Wilson

           
Name: 
      Jonathan B. Wilson

    Title: 
      Senior Vice President

    


    


    /s/
      Joseph A. Newcomb

    Joseph
      A.
      Newcomb

    


     

    


     

     

    


     

    
      
        
        

      

      
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