Exhibit 10.1


WEBSITE PROS, INC.


EMPLOYMENT AGREEMENT


THIS
EMPLOYMENT AGREEMENT (“Agreement”) is entered, as of June 26, 2007,
by and between JEFF STIBEL (“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 President.  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. 
Notwithstanding the foregoing, it is acknowledged and agreed that
Executive shall be permitted to continue to perform his current duties and
responsibilities as a director of autobytel, The Search Agency, Thinmail, Inc.
and Axon Sleep Research Lab, Inc., and may, subject to the consent of the Board
(which consent will not be unreasonably withheld), in the future serve on the
boards of directors of other entities. 
Executive shall be permitted to continue his involvement with these organizations,
both as partial owner, board member and as his services are needed to promote
the organizations’ interests, provided that
such activities do not materially interfere with the performance of his duties
hereunder.  Executive may serve on the
boards of directors (or similar oversight body) of certain academic or charity
institutions, such as the Brown Entrepreneurship Program and Tufts
Entrepreneurial Leadership Program, provided, in
each case, that such activities do not materially interfere with the
performance of his duties hereunder. 
From time to time, in connection with such work with academic and
charity institutions, Executive may be asked to sit on student-run boards or
participate at an advisory level, and the Company hereby agrees and consents to
such activities but only to the extent that such activities do not materially
interfere with the performance of his duties hereunder.  Executive may also engage in civic and
not-for-profit activities,













provided
that such activities do not materially interfere with the performance of his
duties hereunder. It is expressly understood and agreed that the Executive may
use limited non-material amounts of Company resources from time to time, such
as his email account and computing systems, as reasonably necessary in order to
minimize the time involved in the non-Company activities described in this
Section 1.2, provided that such use does not materially interfere with the
performance of his duties hereunder and provided such use does not violate the
Company’s policies on the use of Company resources (as in effect from time to
time).


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 $325,000, 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).



 2
 









(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 of Augusta common stock and Company common stock
acquired by Executive, from time to time, pursuant to the exercise of stock
options, from the date this Agreement is entered into until the earliest of (i)
the later of (x) June 26, 2008 and (y) the date that is ten (10) months after 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 sixty percent (60%) 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 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 is not an “Eligible Employee”
under the Company’s Executive Severance Benefit Plan.  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 (as evidenced by, at a minimum, entry into a lease for (or closing of a
contract to purchase) a primary family residence in the Jacksonville
metropolitan area) not later than six (6) months after the Effective Date (the “Relocation”).  Executive shall be entitled to relocation
payments and benefits reasonably incurred by Executive, up to an aggregate
amount of $100,000, in



 3
 









accordance with
Augusta’s Relocation Policy (as in effect on June 1, 2007, subject to
modification by mutual agreement between Executive and the Company).  In addition, Executive shall be eligible to
earn an additional relocation payment in an amount to be determined by the
Company (the “Relocation
Bonus”) subject to the following conditions:  (a) fifty (50%) percent of the Relocation
Bonus will be payable within fifteen (15) days following the closing date of
either a lease or contract to purchase a primary family residence in the
Jacksonville metropolitan area and (b) fifty (50%) percent of the Relocation
Bonus will be payable within fifteen (15) days following the closing date of a
contract to sell Executive’s current primary family residence in Atlanta,
Georgia.  Both installments of the
Relocation Bonus will be subject to vesting over the applicable twelve- (12-)
month period following the date on which such installment is paid (each such
twelve- (12-) month period, a “Vesting 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) prior to the expiration of both
Vesting Periods, 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 applicable Vesting
Period.  If Executive’s employment is
terminated prior to the expiration of both Vesting Periods 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 both Vesting Periods, Executive will be
deemed to have fully vested in the entire 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 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,



 4
 









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 eighteen (18) months of Executive’s then-current base salary
plus two hundred twelve thousand six hundred forty dollars ($212,640), all
subject to withholdings and deductions, (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, and (z) if Executive
timely elects COBRA health insurance coverage, the Company will reimburse
Executive’s COBRA premiums for twelve (12) months following the date his
employment terminates or until such earlier date as he becomes eligible for
health insurance coverage from another source (provided that Executive must
promptly inform the Company, in writing, if he becomes eligible for health
insurance coverage from another source within twelve (12) months after the
termination).  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.


(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 the following severance benefits (the “Subsequent Severance Benefits”):  (x) the Company shall make a lump sum
severance payment to Executive in an amount equal to eighteen (18) months of
Executive’s then-current base salary plus 150% of the prior year’s bonus actually
earned, subject to withholdings and deductions, (y) the vesting of each
then-outstanding, unvested equity award held by Executive shall accelerate as
to that number of shares under each such award that would have vested in the
ordinary course had Executive continued to be employed by the Company for an
additional eighteen (18) months (such acceleration of vesting, the “18-Month Acceleration”),
and (z) if Executive timely elects COBRA health insurance coverage, the Company
will reimburse Executive’s COBRA premiums for eighteen (18) months following
the date his employment terminates or until such earlier date as he becomes
eligible for health insurance coverage from another source (provided that



 5
 









Executive must
promptly inform the Company, in writing, if he becomes eligible for health
insurance coverage from another source within eighteen (18) months after the
termination).  Executive shall not be
entitled to the Subsequent Severance Benefits unless and until the Release
requirements set forth in Section 5 of this Agreement are satisfied.


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, that in either
situation, the Release requirements set forth in Section 5 of this
Agreement are satisfied.



 6
 









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 as to all of the then-unvested shares subject to each such
award, effective as of immediately prior to the effective time of the
transaction (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 case the Release requirements set forth in
Section 5 of this Agreement are 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 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.



 7
 









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) and (z), 4.1(c)(ii)(x) and (z) 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)(y) 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 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



 8
 









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 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



 9
 









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, (iii) Subsequent Severance Benefits, and
(iv) amounts paid to Executive in connection with an acquisition of Executive’s
previous employer.


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.



 10
 









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, including but not limited to
that certain Employment Agreement between Executive and Augusta dated August
11, 2005, as such may have been amended from time to time.  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



 11
 









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 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



 12















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

  
	
   

  
	
   

  
	
  Jeff Stibel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jeff Stibel

  	
   

  
					



 













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     , 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 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:


	
  JEFF
  STIBEL

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
				



 



 2