EX-10.25



 






EXHIBIT 10.25




November 22, 2004




Pete Krainik

DoubleClick Inc.

111 Eighth Avenue

New York, NY 10011



Dear Pete:



          This letter agreement will confirm our understandings and obligations in connection with your
separation from DoubleClick Inc. As used in this letter agreement, “DoubleClick” is defined to
include, as appropriate, DoubleClick Inc., any directly or indirectly held subsidiary, any
affiliated entity, and any successor to any of the foregoing.



          Resignation. You hereby resign, effective January 1, 2005, from your position as
DoubleClick’s Chief Marketing Officer and from any other currently held positions with DoubleClick.
This letter agreement confirms that, as of January 1, 2005, you are no longer an “executive
officer” of DoubleClick (as that term is defined in Rule 3b-7 under the Securities Exchange Act of
1934) and that you no longer perform a “policy-making function” (as that term is used in Rule 16a-1
under the Securities Exchange Act of 1934). From today through and including the earlier of July
1, 2005, or the date upon which you begin new full-time employment, which date will be the
effective date of your termination (the “Termination Date”), you will continue to be employed by
DoubleClick. During the period from today through and including January 1, 2005, you will assist
in those special projects as may be designated by DoubleClick’s Chief Executive Officer or
President and reasonably acceptable to you. DoubleClick acknowledges that you will be able to
serve in your new capacity without being present in DoubleClick’s offices on a daily basis. During
the period from January 2, 2005 through the Termination Date, you will be on a leave of absence
with pay (the “Leave Period”). During the Leave Period, you will perform no work for DoubleClick,
will have no DoubleClick authority, and agree not to bind or attempt to bind DoubleClick as its
agent in any way.



          Separation Pay. In consideration for your agreeing to the terms of this agreement, you
(or, in the event of your death, your estate) will receive: (a) your regular salary at your
current base rate of pay for the period from today through and including the Termination Date
payable in the ordinary course of business, provided that in the event that the Termination Date
occurs prior to July 1, 2005, the then



 









 





remaining unpaid balance shall be paid to you in a lump sum
within thirty (30) days of the Termination Date rather than through salary continuation; and (b) a
lump-sum payment of $93,600 in payment of your 2004 bonus, payable upon the earlier of (i) thirty
(30) days after the Termination Date or (ii) at the same time such bonus payments are paid to
employees in the ordinary course of business ((a) and (b) together the “Separation Pay”). All
payments will be less customary deductions and withholdings.



          You agree to notify me in writing upon your acceptance of full-time employment with any other
employer.



          Stock Sales. You acknowledge that you are familiar with the trading and reporting
requirements applicable to a former Section 16 reporting officer, and that it is your
responsibility to ensure that all applicable filings are made as required under the federal
securities laws. DoubleClick will assist you with those filings through the Termination Date
provided that you notify our Legal Department not later than the day of the trade. Until February
15, 2005, you agree to continue to abide by DoubleClick’s insider trading policies, including all
applicable blackout periods, for which purposes you shall remain a “Listed Employee.”



          Stock Options. This agreement confirms that all stock options granted to you by
DoubleClick prior to the date of this letter will continue to vest according to their respective
terms through and including January 1, 2005.



          Release of Claims. You, on your own behalf and on behalf of any spouse, heirs, legal
representatives, successors-in-interest, and assigns, waive, release, and discharge DoubleClick
Inc., its present and former subsidiaries, divisions, departments, affiliated entities,
predecessors, partners, joint venturers, directors, officers, shareholders, agents, employees,
successors, and assigns from any and all claims, rights, demands, debts, obligations, damages or
accountings of whatever nature which you may have, may have had, or, in the future, may believe you
had, against DoubleClick occurring prior to the date of your signing this agreement, whether known
or unknown, asserted or unasserted, including but not limited to: (a) all claims and liability for
any acts that violated or may have violated your rights under any contract, tort, or other common
law, any federal, state, or local fair employment practices or civil rights law or regulation, any
employee relations statute, executive order, law, regulation, or ordinance, any workers
compensation law, or any other duty or obligation of any kind, including but not limited to rights
created by 42 U.S.C. § 1981, Title VII of the Civil Rights Act of 1964 (“Title VII”), the Age
Discrimination in Employment Act (“ADEA”), the Americans with Disabilities Act (“ADA”), the Family
and Medical Leave Act (“FMLA”), the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A, and all other
federal, state, and local laws prohibiting employment discrimination of whatever kind or nature;
(b) all liability for any claims whatsoever which were or may have been alleged against or imputed
to DoubleClick by you or anyone acting on your behalf; (c) all rights to or claims for wages,
commissions, monetary or equitable relief, or



 









 





compensatory, punitive, or liquidated damages, or
reemployment or reinstatement in any position; and (d) all rights to or claims for attorneys’ fees,
costs, or disbursements.



          On or promptly following the Termination Date, you hereby agree to execute a separate release in
the form attached hereto as Exhibit A. You acknowledge and agree that DoubleClick’s obligation to
pay any Separation Pay to you hereunder (other than salary continuation) is expressly contingent
upon your execution of the release attached as Exhibit A.



          Nothing herein, or in the release attached as Exhibit A shall be interpreted to release either
party from the obligations set forth in this Agreement.



          Confidentiality. You shall keep the terms and conditions of this agreement strictly
confidential other than as required by law. You shall not disclose the terms of this agreement,
except to your
tax, finance, or legal advisors, or to your immediate family members, or to potential new
employers, each of whom will also have an obligation of confidentiality.



          You further recognize and reaffirm that the Employee Covenant of Confidentiality and the Employee
Proprietary Information and Inventions Agreement you signed pursuant to your employment with
DoubleClick continue in full force and effect. You agree that you will never disclose DoubleClick
trade secret or proprietary information, including but not limited to information in its databases,
technical or scientific information relating to current or future products, services, or research,
business or marketing plans or projections, earnings and other financial data, personnel
information, including executive and organizational changes, software, computer systems, and
programs, and policies and procedures of DoubleClick.



     Return of Company Property. By signing below, you agree that you will return to
DoubleClick, on or before January 1, 2005, any documents (including electronic documents, disks,
and files) that you received and/or created as part of your employment with DoubleClick and that
remain in your possession, custody, or control, and you further agree that you will not, to the
best of your knowledge and belief, have retained (yourself or through an agent) any copies thereof.
You further agree that you will, on or before January 1, 2005, return all tangible company
property that remains in your possession, custody, or control, including but not limited to
company-sponsored credit cards and/or calling cards, cellular telephones, computer equipment, keys,
badges, and any other company property; notwithstanding the forgoing, however, you may retain your
Company laptop until February 1, 2005 at which time it must be returned to the Company. The
Company will continue your email and voicemail access until February 1, 2005. You agree and
understand that your material compliance with the requirements of this paragraph is an express
condition to your entitlement to the Separation Pay set forth above. You agree that DoubleClick
may, at its discretion, examine all documents and other materials that you have designated as
personal, prior to their removal from the company premises.



 









 





          Non-Solicitation. You agree that for the duration of your employment with
DoubleClick and for a period of one year from your Termination Date, you may not solicit any
DoubleClick employee on behalf of another employer or encourage any DoubleClick employee to leave
the company. Similarly, you agree that for the same period of continued employment and one-year
period from the Termination Date, you may not solicit any DoubleClick account, on your behalf or on
behalf of any other individual or entity, for any purpose or in any manner competitive with the
current businesses of DoubleClick.



          Non-Competition. You agree that for the duration of your employment with DoubleClick and
for a period of one year following the Termination Date, you may not, as an employee, agent,
consultant, advisor, independent contractor, partner, officer, director, stockholder, owner,
co-venturer, principal, investor, lender, or guarantor, of any corporation, partnership, or other
entity, directly or indirectly: (a) engage in any business competitive with the current businesses
of DoubleClick (“DoubleClick Competitive Business); (b) render services to any DoubleClick
Competitive Business; (c) authorize your name to be used in connection with a DoubleClick
Competitive Business; or (d) acquire any debt, equity, or other ownership interest in any person or
entity engaged, to your knowledge, in a DoubleClick Competitive Business, except that you may own,
in the aggregate, not more than one percent (1%) of the outstanding equity of any publicly traded
entity that is engaged in a DoubleClick Competitive Business as a material part
of such entity’s business. You hereby acknowledge that the scope of this non-competition
obligation is fair and reasonable, and is given in consideration of the other benefits set forth in
this agreement.



          Non-Disparagement. DoubleClick agrees not to disparage your professional or
personal reputation. Similarly, you agree not to disparage DoubleClick or the professional or
personal reputation of any present or former DoubleClick employee or representative. DoubleClick
will consult with you regarding the dissemination of an internal statement in connection with your
departure.



          Duty to Cooperate. You agree to cooperate with DoubleClick in providing truthful
testimony or information with respect to all inquiries or investigations, claims and litigation
pertaining to DoubleClick. DoubleClick agrees to reimburse you for reasonable out-of-pocket
expenses which are approved by DoubleClick in advance in connection with its request for your
cooperation.



          Indemnification. DoubleClick hereby confirms that, with respect to any matter in which
(i) you are named as a defendant or (ii) your actions as an officer or employee of DoubleClick are
at issue, you will remain entitled to all indemnification and related protections currently
extended to DoubleClick’s officers under its certificate of incorporation and bylaws. However,
DoubleClick will not (except to the extent otherwise currently provided in DoubleClick’s
certificate of incorporation or bylaws) be obligated to indemnify or defend you in any instance in
which DoubleClick, in its



 









 





reasonable discretion exercised in good faith, believes that you have
been involved in an act of fraud, gross negligence, or willful misconduct.



          Benefits. You are entitled to the following benefits: You will receive any accrued but
unused Paid Time Off days through January 1, 2005. You will receive any entitlement under
DoubleClick’s 401(k) plan in accordance with the terms of the plan as applied to all covered
employees. You will be refunded the post-tax value of your cash balance from contributions, if
any, to the Employee Stock Purchase Plan. You will be reimbursed for any usual and ordinary
business expenses incurred in connection with your employment in accordance with DoubleClick’s
expense policy. You will be entitled to retain, and exercise, all stock options vested on or before
January 1, 2005 in accordance with the terms expressed in the respective notices of grant of stock
option. Your entitlement to stock option vesting and change of control benefits under
DoubleClick’s Stock Option Plan shall cease completely as of that date.



          Your benefits and coverage under the medical insurance arrangements to which you are subject as of
the date of this agreement will continue, under the current terms and conditions, through the last
day of the month in which the Termination Date falls, on which date such benefits and coverage will
cease and you will be eligible to continue such benefits and coverage at your expense pursuant to
the federal law known as COBRA. You will be receiving more detailed information concerning your
option to continue your health coverage under separate cover. Other than the foregoing benefits
and the Separation Pay set forth above, you will not be entitled to any form of payment or benefit.



          The Company agrees to not contest your application for unemployment insurance benefits.



          Entire Agreement/Choice of Law/Severability. This agreement contains the entire
agreement between the parties and shall be governed by the laws of the State of New York without
giving effect to its principles of conflicts of law. You hereby agree that you are subject to the
jurisdiction of the courts of the State of New York. This agreement may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought.



          Should any provision of this agreement be declared or be determined by any court of competent
jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions
shall not be affected thereby and said illegal or invalid part, term, or provision shall be deemed
not to be part of this agreement.



          Remedy for Breach of Promises. If you commence, continue, join in, or in any other
manner attempt to assert any claim released in this agreement, or otherwise breach any promises
made in this agreement, DoubleClick shall have a right to the return of all amounts and benefits
paid hereunder, and to cease furnishing to you



 









 





any further salary, vesting of stock options, and
medical insurance coverage described in this agreement. DoubleClick’s rights under this paragraph
are without prejudice to its other rights, including the continued effect of your release and
waiver of any and all claims against DoubleClick and the right of DoubleClick to seek preliminary
and permanent injunctive relief in court to preclude any irreparable harm arising out of a
violation or threatened violation of this Agreement, and to seek an award of compensatory and/or
exemplary damages arising from any breaches of this agreement.



          Acknowledgment. You acknowledge by signing this agreement that you have read it in its
entirety, understand all of its terms and conditions, and knowingly and voluntarily assent to those
terms and conditions. Any alterations to this agreement shall not affect its terms; your signature
shall be deemed an acceptance of its terms without modification. You further acknowledge that you
have been advised of your right to consult with counsel in connection with this agreement.



          You have 21 days from your receipt of this agreement to consider it (a period which you may waive)
before signing it and returning it to me. In addition, if you sign this agreement, you have seven
days after signing it to revoke your release and waiver of claims under ADEA by notifying me, in
writing. You understand that, in the event you revoke your release of claims under ADEA,
DoubleClick will be relieved of its obligation to provide you the Separation Pay. Therefore, the
promise to provide to you the Separation Pay will take effect eight days after you return this
signed agreement (assuming you do not revoke your release of ADEA claims).



          To signify your acceptance of these terms, please sign and date this agreement in the space
provided and return the original to me within 21 days.



 









 





          We wish you the best of success in your future endeavors.


	 	 	 	 	 
	 	Very truly yours,



DoubleClick Inc.

 	 
	 	By:  	/s/ Melanie Hughes
 	 
	 	 	Melanie Hughes 	 
	 	 	SVP, Global Human Resources 	 




	 	 	 	 	 
	AGREED TO AND ACCEPTED:

 	 
	/s/Peter Krainik
 	 
	Pete Krainik 	 
	 	 
	 
	November 22, 2004


	Date