SEVERANCE AGREEMENT



 





EXHIBIT 10.15




[DOUBLECLICK LOGO]




As of December 12, 2003




John Healy

DoubleClick Inc.

111 Eighth Avenue

New York, NY 10011



Dear John:



     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 immediately, from your
position as Senior Vice President, TechSolution Sales, and from any other
currently held positions with DoubleClick. This letter agreement confirms that
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 June 30, 2004, or the date upon which you begin new 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 until December 31, 2003, you will assist in those special projects
that will 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 1, 2004, through June
30, 2004, or the date upon which you begin new employment, you will be on a
leave of absence with pay (the “Leave Period”). During the Leave Period, you
will perform no work for DoubleClick except as mandated by the CEO and
President, 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 will receive: (a) your regular salary at your current base rate
of pay for the period from today through and including the Termination Date,
provided that in the event that the Termination Date occurs prior to June 30,
2004, the then remaining



 









 





John Healy

As of December 12, 2003

Page 2


unpaid balance shall be paid to you in a lump sum
rather than through salary continuation; and (b) a lump-sum payment of
$100,000, based on target commissions for the first and second quarters of
2004, payable after the Termination Date ((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 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 2, 2004,
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 the December 31,
2003.



     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



 









 





John Healy

As of December 12, 2003

Page 3


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.




     Confidentiality. You shall keep the terms and conditions of this
agreement strictly confidential. 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 the earlier of the Termination Date or
December 31, 2003, 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 the earlier of the Termination Date or December 31,
2003, 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. 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. We
acknowledge that you will vacate your office following the date of this
agreement, and that you may remove your personal belongings from the company
premises at your convenience. 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.



 









 





John Healy

As of December 12, 2003

Page 4



     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 the purpose of engaging in
“DoubleClick Competitive Business” (as defined in the following paragraph).



     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 in which any
division of DoubleClick TechSolutions, as of the Termination Date, is engaged
or, to your knowledge, proposes to engage; (b) render services to Merkle,
Experian, Next Action, and iBehavior (the businesses and entities referred to
in (a) and (b) are hereinafter individually and collectively referred to as a
“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.



     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



 









 





John Healy

As of December 12, 2003

Page 5


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
a lump-sum payment equal to 20 days’ salary at your regular base rate of pay,
less customary deductions and withholdings, for accrued but unused Paid Time
Off days through the date of this agreement. 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 including the monthly rent payments of $2,645.00 through March
31, 2004, for your New York City apartment located at 315 West 33rd Street, New
York, NY 10001. You will be entitled to retain, and exercise, all stock options
vested on or before the Termination Date in accordance with the terms expressed
in the respective notices of grant of stock option. Your entitlement to stock
option vesting 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 December 31, 2003, after 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. During the period from January 1, 2004, through and including the
Termination Date, DoubleClick will pay to you an amount, grossed up, equal to
its current employer portion of your medical insurance coverage. 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.



     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



 









 





John Healy

As of December 12, 2003

Page 6


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 salary paid and the value of all stock options
vested during the Leave Period, 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.



 









 





John Healy

As of December 12, 2003

Page 7



     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/ John Healy
	 	 
	

	 	 
	John Healy
	 	 
	

	 	 
	December 17, 2003
	 	 
	

	 	 
	Date