PART I. FINANCIAL INFORMATION

EX-10.18 4 f87644exv10w18.txt EXHIBIT 10.18 EXHIBIT 10.18 December 23, 2002 Gerardo Capiel Chief Technology Officer Digital Impact, Inc. 214 W. 39th St., Penthouse New York, NY 10018 RE: RETENTION PROGRAM AMENDMENT Dear Gerardo: Reference is made to the letter dated January 11, 2002 describing your Retention Program approved by our board of directors (the "LETTER"). As we have discussed, both you and the Company agree that it would be in the best interests of the Company and its stockholders to amend the Letter to delay the second payment under the Program as set forth below. All capitalized terms used herein without definition shall have the same meaning as set forth in the Letter. Under the Letter, your retention payment schedule provides for payments of $50,000 on each of the following dates, subject to your continued Service with the Company on that date: July 1, 2002 January 1, 2003 July 1, 2003 Your first retention payment of $50,000 was made by the Company on July 1, 2002. The Letter is hereby amended to provide that your second payment of $50,000 will be made on July 1, 2003 together with the third payment, also scheduled for that date, subject to the same conditions as set forth in the Letter. Except as otherwise modified herein, all terms of the Letter shall remain in full force and effect. This agreement may only be amended, modified or terminated by an agreement in writing signed by you and the Company. This agreement shall be binding upon the Company and its successors and assigns. This agreement shall be governed by the internal laws of the State of California without regard to principles of conflict of laws. Very truly yours, DIGITAL IMPACT, INC. By:________________________________ David Oppenheimer Senior Vice President & Chief Financial Officer ACCEPTED AND AGREED: ___________________________________ Gerardo Capiel 2