Exhibit 10.2


WEBSITE PROS, INC.


EMPLOYMENT AGREEMENT


This
Employment Agreement  (“Agreement”) is
entered, as of June 26, 2007, by and between William Henry Borzage, Jr.
(“Executive”)
and Website Pros, Inc.
(the “Company”),
a Delaware corporation.


1.             Employment by the Company.


1.1          Contingent on Transaction.  The
effective date of the employment terms in this Agreement (“Effective
Date”) shall be the Closing Date as defined in that certain Agreement
and Plan of Merger and Reorganization (“Merger
Agreement”) entered into as of June 26, 2007, by and
among:  the Company; Augusta Acquisition
Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company;
and Web.com, Inc., a Minnesota
corporation (“Augusta”).  If
the transactions contemplated in
the Merger Agreement (resulting in the “Merger”) do not close and the Merger
Agreement is terminated, this Agreement shall have no effect, and neither the
Company nor Executive shall have obligations hereunder.  Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Merger Agreement.


1.2          Title
and Responsibilities. 
Subject to the terms set forth herein, Executive will be employed as the
Company’s Senior Vice President, Marketing. 
Executive will serve in an executive capacity and shall report to the
Company’s Chief Executive Officer. 
Executive shall perform the duties of his executive position as required
by the Chief Executive Officer and the Company’s Board of Directors (the “Board”).  During his employment with the Company,
Executive will devote his best efforts and substantially all of his business
time and attention (except for vacation periods and reasonable periods of
illness or other incapacity permitted by the Company’s general employment
policies) to the business of the Company.


1.3          Office
Location.  Executive’s
primary work location shall be the Company’s corporate headquarters in
Jacksonville, Florida.  In addition,
Executive shall be required to travel, including internationally, for the
purpose of conducting Company business. 
Executive acknowledges that nothing in this Section constitutes “Good
Reason” for resignation, as defined below.


1.4          At-Will Employment.  Executive’s relationship with the Company is
at-will.  The Company shall have the
right to terminate Executive’s employment with the Company at any time with or
without Cause (as defined in Section 4.1(a)), and with or without advance
notice.  In addition, the Company retains
the discretion to modify the terms of Executive’s employment, including but not
limited to position, duties, reporting relationship, office location,
compensation, and benefits, at any time. 
Executive’s at-will employment relationship may only be changed in a
written agreement approved by the Board and signed by Executive and a duly
authorized officer of the Company.













1.5          Company
Employment Policies. 
The employment relationship between the parties shall be governed by the
general employment policies and procedures of the Company, including those
relating to the protection of confidential information and assignment of
inventions, except that when the terms of this Agreement differ from or are in
conflict with the Company’s general employment policies or procedures, this
Agreement shall control.


2.             Compensation.


2.1          Salary.  Executive shall receive for services to be
rendered hereunder a base salary at an annualized rate of $150,000, payable on
the Company’s standard payroll dates. 
Executive will be considered for annual increases in base salary in
accordance with Company policy and subject to review and approval by the
Compensation Committee of the Board (the “Committee”).


2.2          Stock
Options.


(a)           Executive will be
eligible to receive awards of equity compensation pursuant to the Company’s
2005 Equity Incentive Plan (together with any successor plan thereto, the “Company Plan”) from time to time as
determined in the sole discretion of the Company’s Board (or duly authorized
committee thereof).


(b)           As an inducement to
the Company to enter into this Agreement, Executive agrees that he will not
sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same
economic effect as a sale, 80% of the shares (on an as converted basis,
pursuant to the Merger Agreement) of Augusta common stock and Company common
stock that Executive may acquire, from time to time, pursuant to the exercise
of stock options granted by Augusta and the Company, from the date this
Agreement is entered into until the earliest of (i) the first anniversary of
the Effective Date, (ii) the effective date of a Change of Control of the
Company and (iii) the Release Date (as defined below) (such period measured
from the date hereof, the “Restriction
Period”); provided, however,
that nothing contained in this Section 2.2(b) will prevent the exercise of a
repurchase option, if any, in favor of Augusta and/or the Company during the
Restriction Period.  Executive further
agrees to execute and deliver such other agreements as may be reasonably requested
by the Company that are consistent with the foregoing or that are necessary to
give further effect thereto.  In order to
enforce the foregoing covenant, the Company and/or Augusta, as applicable, may
impose stop-transfer instructions with respect to Executive’s affected shares
until the end of the Restriction Period.


2.3          Target
Bonus.  Subject to
annual review by the Committee, Executive will be eligible to earn a target
annual bonus of up to thirty percent (30%) of Executive’s base salary (the “Target  Bonus”).  Whether
Executive earns a Target Bonus, and if so, in what amount, shall be determined
solely by the Company in its discretion. 
Executive must remain an active employee through the time the
Compensation Committee of the Board recommends bonus amounts for executives of
the Company in order to earn



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any bonus.  Executive will not
earn any bonus if his employment terminates for any reason before the
Compensation Committee of the Board has recommended a bonus for such Executive,
except as expressly set forth herein.  No
prorated bonus can be earned.


2.4          Standard
Company Benefits. 
Executive will be entitled to participate in the Company’s employee
benefits and compensation plans which may be in effect from time to time and
provided by the Company to its executives, under the terms and conditions of
such benefit and compensation plans. 
With respect to eligibility for participation and accrual of paid time
off, Executive will receive credit for his years of service with Augusta.


2.5          Executive
Severance Benefit Plan. 
Executive acknowledges and agrees that he will not be an “Eligible
Employee” under the Company’s Executive Severance Benefit Plan until the Merger
Anniversary (as defined below).  Upon a
termination of employment, Executive’s rights to receive any severance pay or
post-termination benefit continuation will be only as set forth in this
Agreement and as otherwise required by applicable law.


2.6          Relocation.  Unless otherwise agreed to by the Company,
Executive agrees to relocate his family residence to the Jacksonville, Florida
area within six (6) months of the Effective Date (the “Relocation”, which
shall be considered effective upon Executive’s purchase of a residence in or
near Jacksonville).  Provided that the
Relocation becomes effective within six (6) months after the Effective Date and
in consideration for Executive’s obligations hereunder, Executive shall be
entitled to: (a) relocation payments and benefits reasonably incurred by
Executive in accordance with Augusta’s Relocation Policy (as in effect on June
1, 2007, subject to modification by mutual agreement between Executive and the
Company), and (b) payment of a special one-time relocation bonus of $75,000,
subject to applicable tax withholding (the “Relocation Bonus”), within fifteen (15)
days following the effective date of the Relocation.  The Relocation Bonus will be subject to
vesting over the twelve- (12-) month period following the effective date of the
Relocation (the “Relocation Period”).  If Executive’s employment is terminated by
the Company for Cause or by Executive without Good Reason (other than a
termination as a result of death or disability) during the Relocation Period,
Executive agrees to repay the Company, within fifteen (15) days after Executive’s
termination, that amount of the Relocation Bonus that was not earned, as
pro-rated based on the remaining Relocation Period.  If Executive’s employment is terminated
during the Relocation Period either by the Company without Cause or as a result
of death or disability or by Executive with Good Reason, and provided that if Executive is not deceased, Executive must
execute (and not revoke) the Release described in Section 5 below, and provided further that Executive remains in full compliance
with his obligations to the Company pursuant to Section 3 below during the
Relocation Period, Executive will be deemed to have fully vested in the
Relocation Bonus; provided, however,
that the gross amount of the Relocation Bonus will be offset against, and
reduced on a dollar-for-dollar basis, the amount of the Applicable Severance
Benefits (as defined below), if any, owed by the Company to Executive pursuant
to Section 4 below.  By entering into
this Agreement, Executive expressly consents to the



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Relocation and
further acknowledges and agrees that the Relocation is not an event giving rise
to Good Reason (as defined below) for his resignation from employment.


3.             Confidential
Information.  As a condition of
his employment, Executive must execute and comply with the Proprietary
Information and Inventions Agreement attached hereto as Exhibit A  (the “Confidential Information Agreement”)
and the Noncompetition Agreement attached hereto as Exhibit B  (the “Noncompetition Agreement”).


4.             Termination Of
Employment; Change of Control


4.1          Termination
With Cause.


(a)           Definition of Cause.  For purposes of this Agreement, “Cause” shall mean (i)
conviction of any felony or any crime involving moral turpitude or dishonesty;
(ii) perpetration of a material fraud or act of dishonesty against the Company;
(iii) persistent, willful and material breach of the Executive’s duties that
has not been cured within thirty (30) days after written notice from the Board
or the Committee of such breach; or (iv) material breach of this Agreement, the
Confidential Information Agreement, or the Noncompetition Agreement that has
not been cured within thirty (30) days after written notice from the Board or
the Committee, or has caused irreparable damage incapable of cure.


(b)           Termination
for Cause. If the Company terminates Executive’s employment
at any time for Cause, Executive’s salary shall cease on the date of
termination, and Executive will not be entitled to any Applicable Severance
Benefits (as defined below), severance pay, pay in lieu of notice or any other
such compensation, any accelerated vesting of any stock, options or other stock
awards, other than payment of accrued salary and such other benefits as
expressly required in such event by applicable law or the terms of any
applicable Company benefit plans.


(c)           Termination
Without Cause.


(i)            Termination
Prior to Merger Anniversary.  If the
Company terminates Executive’s employment at any time without Cause prior to
the first anniversary of the Effective Date (such anniversary date, the “Merger Anniversary”),
Executive shall be eligible for the following severance benefits (the “Initial  Severance Benefits”):
(x) the Company shall make a lump sum severance payment to Executive in an
amount equal to six (6) months of Executive’s then-current base salary, subject
to withholdings and deductions, and (y) each then-outstanding, unvested equity
award held by Executive shall become fully vested (and exercisable, as
applicable) as to all of the shares subject to such award.  Executive shall not be entitled to the
Initial Severance Benefits unless and until the Release requirements set forth
in Section 5 of this Agreement are satisfied.



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(ii)           Termination
On or Following Merger Anniversary. If the Company terminates Executive’s
employment at any time without Cause on or after the Merger Anniversary,
Executive shall be eligible for severance benefits as provided under the
Company’s Executive Severance Benefit Plan in accordance with the terms of such
plan at the time of termination (the “Subsequent Severance Benefits”).


4.2          Resignation
With or Without Good Reason.


(a)           Definition of Good Reason.  For purposes of this Agreement, a Resignation
for “Good Reason”
shall mean Executive resigns from all positions he then-holds with the Company
and its affiliates if (i) (A) the Company makes a material adverse change in
the Executive’s position causing such position to be of materially reduced
stature or responsibility, (B) there is a material reduction of the Executive’s
base salary and/or Target Bonus percentage, provided that
fluctuation in actual Target Bonus amounts earned and paid will not constitute
Good Reason, or (C) the Executive is required to relocate his primary work
location to a facility or location that would increase the Executive’s one way
commute distance by more than twenty (20) miles from the Executive’s primary
work location immediately prior to the termination (provided
that in all cases, neither the Relocation nor the initial assignment
to Jacksonville, Florida constitutes Good Reason), (ii) Executive provides
written notice to the Company’s General Counsel within the 60-day period
immediately following such material change or reduction, (iii) such material
change or reduction is not remedied by the Company within thirty (30) days
following the Company’s receipt of such written notice and (iv) Executive’s
resignation is effective not later than ninety (90) days after the expiration
of such thirty (30) day cure period.


(b)           Executive’s
Resignation.  Executive
may resign from his employment with the Company at any time, with or without
advance notice, and with or without Good Reason (as defined above).


(c)           Executive’s
Resignation Without Good Reason.  In the event that Executive resigns his
employment without Good Reason, Executive will not be entitled to the
Applicable Severance Benefits, severance pay, pay in lieu of notice or any
other such compensation, any accelerated vesting of stock, options or other
stock awards, other than payment of accrued salary and such other benefits as
expressly required in such event by applicable law or the terms of any
applicable Company benefit plans. 
Executive’s death or disability will be treated as Executive’s
resignation without Good Reason.


(d)           Executive’s
Resignation for Good Reason.  Executive
may resign his employment for Good Reason so long as Executive tenders his
resignation in writing to the Company in accordance with the time frames set
forth in Section 4.2(a) above. In the event that Executive resigns his
employment for Good Reason (i) Executive will be eligible to receive the Initial
Severance Benefits if the resignation is effective prior to the Merger
Anniversary, and (ii) Executive will be eligible to receive the Subsequent
Severance Benefits if the resignation is effective on or after the Merger
Anniversary; provided, however, that in
either situation, Executive’s obligation to sign and provide an



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effective general
release of claims, in a form acceptable to the Company, has been satisfied.


4.3          Change
of Control.


(a)           Definition of Change of Control.  For purposes of this Agreement, a “Change of Control” shall mean any of
the following: (i) a sale, lease or other disposition in one transaction or a
series of transactions, of all or substantially all of the assets of the
Company, (ii) a merger or consolidation in which the Company is not the
surviving entity or if the Company is the surviving entity, as a result of
which the shares of the Company’s capital stock are converted into or exchanged
for cash, securities of another entity, or other property, unless (in any case)
the holders of the Company’s outstanding shares of capital stock immediately
before such transaction own more than fifty percent (50%) of the combined
voting power of the outstanding securities of the surviving entity immediately
after the transaction, (iii) the Company’s stockholders approve a plan or
proposal to liquidate or dissolve the Company or (iv) a person or group
hereafter acquires beneficial ownership of more than fifty percent (50%) of the
outstanding voting securities of the Company (all within the meaning of Section
13(d) of the Securities Exchange Act of 1934, as amended, and the regulations
promulgated thereunder).  Executive
acknowledges and agrees that the Merger is not a Change of Control for purposes
of this Agreement.


(b)           Change of Control Acceleration;
Severance.


(i)            If
the Company undergoes a Change of Control, then the vesting of each equity
award held by Executive immediately prior to such Change of Control transaction
shall accelerate only as provided in the applicable stock plan governing the
equity award, and, if applicable, the terms of the Company’s Executive
Severance Benefit Plan (the “Change of Control
Acceleration”).


(ii)           If
following the effective date of a Change of Control either (x) the Company (or
its successor) terminates Executive’s employment without Cause, or (y)
Executive resigns with Good Reason, then Executive shall be eligible to receive
either the Initial Severance Benefits or the Subsequent Severance Benefits (as
determined based on the effective date of Executive’s termination of
employment; such applicable benefits, the “Applicable Severance Benefits”); provided, however, that in either situation,
Executive’s obligation to sign and provide an effective general release of
claims, in a form acceptable to the Company, has been satisfied.


4.4          Cessation
of Severance Benefits. 
If Executive violates this Agreement, the Confidential Information
Agreement, or the Noncompetition Agreement, then Executive’s eligibility for
and entitlement to receive the Applicable Severance Benefits, Change of Control
Acceleration, and all other benefits being provided to Executive by the Company
will cease immediately, and Executive will not be entitled to any further
compensation and benefits from the Company, the Company will have no further
obligation to provide any such compensation or benefits, and to the extent
Executive has already received Applicable Severance Benefits and/or Change in
Control



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Acceleration under
this Agreement in connection with Executive’s termination, all such benefits
will be forfeited and Executive shall be required to immediately return any
cash payments made pursuant to such benefits.


4.5          Application
of Internal Revenue Code Section 409A. If the Company (or, if applicable, the successor
entity thereto) determines that the termination payments and benefits provided
under this Agreement (the “Payments”) constitute
“deferred compensation” under Code Section 409A (together, with any state law
of similar effect, “Section
409A”) and Executive is a “specified employee” of the Company or
any successor entity thereto at the relevant date, as such term is defined in
Section 409A(a)(2)(B)(i) (a “Specified Employee”), then, solely to the extent
necessary to avoid the incurrence of the adverse personal tax consequences
under Section 409A, the timing of the Payments shall be delayed as
follows:  on the earliest to occur
of (i) the date that is six months and one day after the termination date, (ii)
the date of Executive’s death, or (iii) such earlier date, as reasonably
determined in good faith by the Company (or any successor entity thereto), as
would not result in any of the Payments being subject to adverse personal tax
consequences under Section 409A (such earliest date, the “Delayed Initial Payment Date”),
the Company (or the successor entity thereto, as applicable) shall (A) pay to
Executive a lump sum amount equal to the sum of the Payments that Executive
would otherwise have received through the Delayed Initial Payment Date
(including reimbursement for any premiums paid by Executive for health
insurance coverage under COBRA) if the commencement of the payment of the
Payments had not been delayed pursuant to this Section 4.5 and (B) commence
paying the balance of the Payments in accordance with the applicable payment
schedules set forth above. 
Notwithstanding the foregoing, it is intended that (1) each installment
of the Payments provided under Sections 4.1(c), 4.2(d) and 4.3(b)(ii) is a
separate “payment” for purposes of Section 409A, (2) all Payments provided
under Sections 4.1(c)(i)(x), 4.1(c)(ii) and the identical amounts referenced in
Sections 4.2(d) and 4.3(b)(ii) satisfy, to the greatest extent possible, the
exemptions from the application of Section 409A provided under of Treasury
Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), (3) the Payments
constituting accelerated vesting provided under Sections 4.1(c), 4.2(d) and
4.3(b) satisfy, to the greatest extent possible, the exemptions from the
application of Section 409A provided under Treasury Regulation
1.409A-1(b)(5)(i)(A) and (ii), and (4) the Payments provided under Sections
4.1(c)(i)(y) and 4.1(c)(ii) and the identical amounts referenced in Sections
4.2(d) and 4.3(b)(ii) also satisfy, to the greatest extent possible, the
exemptions from the application of Section 409A provided under Treasury
Regulation 1.409A-1(b)(v).


4.6          Certain
Offsets.  The Company
shall reduce Executive’s Applicable Severance Benefits, in whole or in part, by
any other severance benefits, pay in lieu of notice, or other similar benefits
payable to Executive by the Company that become payable in connection with
Executive’s termination of employment, including but not limited to any
payments that are owed pursuant to (i) any applicable legal requirement,
including, without limitation, the Worker Adjustment and Retraining
Notification Act (the “WARN Act”),
or (ii) any Company policy or practice providing for Executive to remain
on the payroll for a limited period of time after being given notice of the
termination of Executive’s employment. 
The termination payments and benefits provided under this



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Agreement are
intended to satisfy, in whole or in part, any and all statutory obligations
that may arise out of Executive’s termination of employment.  In the Company’s sole discretion, such
reductions may be applied on a retroactive basis, with severance benefits
previously paid being recharacterized as payments pursuant to the Company’s
statutory obligation.  If Executive is
indebted to the Company at his or her termination date, the Company reserves
the right to offset any severance payments under the Plan by the amount of such
indebtedness.


4.7          Excess Parachute Payments.


(a)           If
any payment or benefit (including payments and benefits pursuant to this
Agreement) that Executive has received in connection with an acquisition of
Executive’s previous employer, or would receive pursuant to this Agreement or
otherwise (collectively, the “Payments”) would (i) constitute a “parachute payment”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the “Code”),
and (ii) but for this sentence, be subject to the excise tax imposed by Section
4999 of the Code (the “Excise
Tax”), then such Payments shall be equal to the Reduced
Amount.  The “Reduced Amount” shall
be the largest portion of the Payments that would result in no portion of the
Payments being subject to the Excise Tax. 
If a reduction in payments or benefits constituting the Payments is
necessary so that the Payments equal the Reduced Amount, (i) Executive shall
have no right to any portion of the Payments except those included in the
Reduced Amount, and (ii) reduction shall occur in the following order unless
Executive elects in writing a different order (provided,
however, that such election shall be subject to Company approval if
made on or after the date on which the event that triggers the Payments
occurs): (1) reduction of cash payments; (2) cancellation of accelerated
vesting of equity awards other than stock options; (3) cancellation of
accelerated vesting of stock options; and (4) reduction of other benefits paid
to Executive. In the event that acceleration of compensation from Executive’s
equity awards is to be reduced, such acceleration of vesting shall be canceled
in the reverse order of the date of grant unless Executive elects in writing a
different order for cancellation.


(b)           The independent
registered public accounting firm engaged by the Company for general audit
purposes as of the day prior to the effective date of the Change of Control
shall make all determinations required to be made under this Section 4.7.  If the independent registered public
accounting firm so engaged by the Company is serving as accountant or auditor
for the individual, entity or group effecting the Change of Control, the
Company shall appoint a nationally recognized independent registered public
accounting firm to make the determinations required hereunder.  The Company shall bear all expenses with
respect to the determinations by such independent registered public accounting
firm required to be made hereunder.


(c)           The independent
registered public accounting firm engaged to make the determinations hereunder
shall provide its calculations, together with detailed supporting
documentation, to the Company and Executive within fifteen (15) calendar days
after the date on which Executive’s right to any Payments is triggered (if
requested at that time by the Company or Executive) or such other time as
requested by the Company or



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Executive.  If the independent registered public
accounting firm determines that no Excise Tax is payable with respect to any
Payments, either before or after the application of the Reduced Amount, it
shall furnish the Company and Executive with an opinion reasonably acceptable
to Executive that no Excise Tax will be imposed with respect to such
Payments.  Any good faith determinations
of the accounting firm made hereunder shall be final, binding and conclusive
upon the Company and Executive.


(d)           As a result of this
Section 4.7, Executive hereby acknowledges and understands that some or all of
the following payments and benefits may be subject to cancellation and
forfeiture: (i) amounts paid for the Relocation under Section 2.6, (ii) Initial
Severance Benefits, and (iii) Subsequent Severance Benefits.


5.             Release.  As a condition of receiving
either the Applicable Severance Benefits and the Change of Control Acceleration
under this Agreement, to which Executive would not otherwise be entitled,
Executive shall execute, and allow to become effective, a release substantially
in the form attached hereto as Exhibit
C (the “Release”)
(the Company shall determine the actual form of Release to be provided by
Executive).  Unless the Release is timely
executed by Executive, delivered to the Company, and becomes effective after
the termination of Executive’s employment with the Company (the date on which
the Release becomes effective, the “Release Date”),
Executive shall not receive any of the Applicable Severance Benefits or the
Change of Control Acceleration provided for under this Agreement.  Any lump sum severance benefits owed to
Executive shall be paid within ten (10) business days following the Release
Date, but in no event later than March 15 of the year following the year in
which termination occurs.


6.             General Provisions.


6.1          Notices.  Any notices provided hereunder must be in
writing and shall be deemed effective upon the earlier of personal delivery
(including, personal delivery by facsimile transmission), delivery by express
delivery service (e.g. Federal Express), or the third day after mailing by
first class mail, to the Company at its primary office location and to
Executive at his address as listed on the Company payroll (which address may be
changed by either party by written notice).


6.2          Severability.  Whenever possible, each provision of this
Agreement will be interpreted in such 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
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, and such invalid, illegal or
unenforceable provision will be reformed, construed and enforced in such
jurisdiction so as to render it valid, legal, and enforceable consistent with
the intent of the parties insofar as possible.


6.3          Waiver.  If either party should waive any breach of
any provisions of this Agreement, he or it shall not thereby be deemed to have
waived any preceding or succeeding breach of the same or any other provision of
this Agreement.



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6.4          Entire
Agreement.  This
Agreement, including its exhibits, constitutes the entire agreement between
Executive and the Company regarding the subject matter hereof.  As of the Effective Date, this Agreement
supersedes and replaces any and all other agreements, promises,
representations, written or otherwise, between Executive and the Company or its
predecessors with regard to this subject matter.  This Agreement is entered into without
reliance on any agreement, promise, or representation, other than those
expressly contained or incorporated herein, and, except for those changes
expressly reserved to the Company’s or Board’s discretion in this Agreement,
the terms of this Agreement cannot be modified or amended except in a writing
signed by Executive and a duly authorized officer of the Company which is
approved by the Board.


6.5          Counterparts.  This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
agreement.  Signatures transmitted via
facsimile shall be deemed the equivalent of originals.


6.6          Headings
and Construction.  The
headings of the sections hereof are inserted for convenience only and shall not
be deemed to constitute a part hereof or to affect the meaning thereof.  For purposes of construction of this
Agreement, any ambiguities shall not be construed against either party as the
drafter.


6.7          Successors
and Assigns.  This
Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive, the Company, and their respective successors, assigns, heirs,
executors and administrators, except that Executive may not assign any of his
duties hereunder and he may not assign any of his rights hereunder without the
written consent of the Company.


6.8          Attorney
Fees.  If either party
hereto brings any action to enforce his or its rights hereunder, the prevailing
party in any such action shall be entitled to recover his or its reasonable
attorneys’ fees and costs incurred in connection with such action.


6.9          Arbitration. 
To provide a mechanism for rapid and economical
dispute resolution, Executive and the Company agree that any and all disputes,
claims, or causes of action, in law or equity, arising from or relating to this
Agreement (including the Release) or its enforcement, performance, breach, or
interpretation, or arising from or relating to Executive’s employment with the
Company or the termination of Executive’s employment with the Company, will be
resolved, to the fullest extent permitted by law, by final, binding, and
confidential arbitration held in Duval County, Florida and conducted by JAMS,
Inc. (“JAMS”),
under its then-applicable Rules and Procedures. 
By agreeing to this arbitration
procedure, both Executive and the Company waive the right to resolve any such
dispute through a trial by jury or judge or by administrative proceeding.  Executive will
have the right to be represented by legal counsel at any arbitration proceeding
at his expense.  The arbitrator
shall:  (a) have the authority to
compel adequate discovery for the resolution of the dispute and to award such
relief as would otherwise be available under applicable law in a court proceeding;
and (b) issue a



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written statement signed by the arbitrator regarding the disposition of
each claim and the relief, if any, awarded as to each claim, the reasons for
the award, and the arbitrator’s essential findings and conclusions on which the
award is based.  The Company shall bear
all fees for the arbitration, except for any attorneys’ fees or costs
associated with Executive’s personal representation.  The arbitrator, and not a court, shall also
be authorized to determine whether the provisions of this paragraph apply to a
dispute, controversy or claim sought to be resolved in accordance with these
arbitration procedures.  Notwithstanding
the provisions of this paragraph, the parties are not prohibited from seeking
injunctive relief in a court of appropriate jurisdiction to prevent irreparable
harm on any basis, pending the outcome of arbitration.  Any awards or orders in such
arbitrations may be entered and enforced as judgments in the federal and the
state courts of any competent jurisdiction.


6.10        Governing
Law.  All questions
concerning the construction, validity and interpretation of this Agreement
shall be governed by the law of the State of Florida without regard to
conflicts of laws principles.


6.11        Exhibits.


Exhibit A –
Proprietary Information and Inventions Agreement


Exhibit B – Noncompetition
Agreement


Exhibit C –
Release Agreement



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In
Witness Whereof, the parties have executed this Employment Agreement
effective as of the day and year first written above.


	
  Website Pros, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David L. Brown

  	
   

  
	
   

  	
  David L. Brown

  
	
   

  	
  Chief Executive Officer

  
	
   

  
	
   

  
	
  William Henry
  Borzage, Jr.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ William Henry Borzage, Jr.

  	
   

  
					



 













Exhibit A


Proprietary Information and
Inventions Agreement


















Exhibit B


Noncompetition Agreement













Exhibit C


Release Agreement


I
understand that my employment with WEBSITE PROS, INC.
(the “Company”)
terminated effective                       ,
200   (the “Separation
Date”).  The Company has
agreed that if I choose to sign this Release Agreement (“Release”), the
Company will provide me certain Severance Benefits pursuant to the terms of the
Employment Agreement (the “Agreement”)
entered into and as of June 26, 2007, between myself and the Company, and any
agreements incorporated therein by reference. 
I understand that I am not entitled to such Severance Benefits unless I
sign this Release and allow it to become effective.  I understand that, regardless of whether I
sign this Release, the Company will pay me all of my accrued salary and
vacation through the Separation Date, to which I am entitled by law.


In
consideration for the Severance Benefits I am receiving under the Agreement, I
hereby generally and completely release the Company and its officers,
directors, agents, attorneys, employees, shareholders, parents, subsidiaries,
and affiliates from any and all claims, liabilities, demands, causes of action,
attorneys’ fees, damages, or obligations of every kind and nature, whether they
are now known or unknown, arising at any time prior to or on the date I sign
this Release.  This general release
includes, but is not limited to: (a) all claims arising out of or in any way
related to my employment with the Company or the termination of that
employment; (b) all claims related to my compensation or benefits from the
Company, including salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any
other ownership interests in the Company; (c) all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good
faith and fair dealing (including, but not limited to, any claims based on or
arising from the Agreement); (d) all tort claims, including claims for
fraud, defamation, emotional distress, and discharge in violation of public
policy; and (e) all federal, state, and local statutory claims, including
claims for discrimination, harassment, retaliation, attorneys’ fees, or other
claims arising under the federal Civil Rights Act of 1964 (as amended), the
federal Americans with Disabilities Act of 1990, the federal Age Discrimination
in Employment Act of 1967 (as amended), and the California Fair Employment and
Housing Act (as amended).  Notwithstanding
the release in the preceding sentence, I am not releasing any right of
indemnification I may have in my capacity as an employee, officer and/or
director of the Company pursuant to any express indemnification agreement or
otherwise, nor am I releasing any rights I may have as an owner and/or holder
of the Company’s common stock and stock options.  Excluded from this Release are any claims
which cannot be waived by law.  I am
waiving, however, my right to any monetary recovery should any agency, such as
the EEOC, pursue any claims on my behalf.


In releasing claims
unknown to me at present, I am waiving all rights and benefits under Section
1542 of the California Civil Code, and any law or legal principle of similar
effect in any jurisdiction:  “A general release does not extend to claims which the creditor does not
know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.”


If I
am forty (40) years of age or older as of the Separation Date, I acknowledge
that I am knowingly and voluntarily waiving and releasing any rights I may have
under the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”).  I also acknowledge that the consideration
given for the waiver in the above paragraphs is in addition to anything of
value to which I was already entitled.  I
have been advised by this writing, as required by the ADEA that:  (a) my waiver and release do not apply to any
claims that may arise after the date that I sign this



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Release;
(b) I should consult with an attorney prior to signing this Release (although I
may choose voluntarily not to do so); (c) I have twenty-one (21) days within
which to consider this Release (although I may choose voluntarily to sign this
Release earlier); (d) I have seven (7) days following the date that I sign this
Release to revoke the Release by providing written notice of revocation to the
Company’s Board of Directors; and (e) this Release will not be effective until
the eighth day after this Release has been signed by me.


I
hereby represent that I have been paid all compensation owed and for all hours
worked, have received all the leave and leave benefits and protections for
which I am eligible, pursuant to the Family and Medical Leave Act or otherwise,
and have not suffered any on-the-job injury for which I have not already filed
a claim.


Understood
and Agreed:


	
  William Henry Borzage, Jr.

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
				



 



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