Employment Agreement between iVillage Inc. and Douglas McCormick (Chief Executive Officer)
Contract Categories:
Human Resources
›
Employment Agreements
Summary
This agreement is between iVillage Inc. and Douglas McCormick, appointing him as Chief Executive Officer starting November 29, 2000, for an initial term of 30 months. McCormick will receive a $500,000 annual salary, stock options, and eligibility for a bonus plan. He is required to devote his full professional time to the company and is subject to non-compete and confidentiality obligations. The agreement also outlines benefits, expense reimbursement, and conditions for termination. Either party may terminate the agreement with proper notice after the initial term.
EX-10.31 14 0014.txt EMPLOYEE AGREEMENT EXHIBIT 10.31 EXECUTION COPY iVILLAGE INC. EMPLOYMENT AGREEMENT This Employment Agreement (this "Agreement") is entered into by and between iVillage Inc., a Delaware corporation (the "Company"), and Douglas McCormick ("Employee") on November 29, 2000 (the "Effective Date"). In consideration of the mutual covenants and agreements hereinafter set forth, the Company and Employee hereby agree as follows: AGREEMENT 1. EMPLOYMENT. The Company hereby employs Employee to serve as Chief Executive Officer of the Company with such duties and responsibilities as are usually vested in the office of chief executive officer of a corporation and as otherwise set forth in the Company's By-Laws, and in such other executive and managerial capacities consistent with his status and title as are determined by the Board of Directors of the Company. Unless earlier terminated as set forth herein, the initial term of employment shall be for a period of thirty (30) months from the Effective Date (the "Initial Term"). Thereafter, the employment of Employee by the Company shall continue at will, provided that either party may terminate this Agreement effective as of the end of the Initial Term or thereafter, as the case may be, by providing written notice at least thirty (30) days prior to the effective date of termination and, provided further, that Employee's employment may be terminated as provided in Section 6 of this Agreement. The term of employment shall commence on the Effective Date and shall continue until terminated as set forth herein. 2. COMPENSATION. 2.1 Base Salary. Employee shall be paid a base salary (the "Base Salary") at the annual rate of five hundred thousand dollars ($500,000), subject to such annual review increases, if any, as may be approved by the Board of Directors or a committee thereof. The Base Salary shall be payable in installments consistent with the Company's payroll practices. 2.2 Stock Options. Employee is being granted, simultaneously herewith, non-qualified options to purchase (a) 600,000 shares of the Company's common stock, $.01 par value ("Common Stock"), at an exercise price equal to $1.25 per share (the fair market value of the Common Stock on the Effective Date of this Agreement) (the "Tier I Options"); (b) 200,000 shares of Common Stock at an exercise price of $3.50; and (c) 200,000 shares of Common Stock at an exercise price of $5.00 (the options to purchase Common Stock referred to in subsections (a), (b) and (c) above are collectively referred to herein as the "Options"). Each tranche of the Options shall vest in equal quarterly installments during the Initial Term, commencing on the three (3) month anniversary of the Effective Date, until fully vested. All Options shall be exercisable for a period of ninety (90) days after termination of Employee's employment with the Company for any reason (except in those limited circumstances set forth elsewhere in this Agreement) and otherwise shall be subject to the terms of the forms of stock option agreement attached as Exhibit A hereto and the Company stock option plan under which such Options were granted. 2.3 Bonus. Employee shall be eligible to participate in the Company's bonus plan which is targeted at forty percent (40%) of Employee's Base Salary (pro-rated for any partial years served during the Initial Term), and is based on satisfactory performance of Company, departmental and individual goals and objectives, as determined by the Board of Directors or a committee thereof. 2.4 Payment. Payment of all compensation to Employee hereunder (including any payment under Section 6.1) shall be subject to all applicable employment and withholding taxes and other customary deductions. 3. OTHER EMPLOYMENT BENEFITS. 3.1 Business Expenses. Upon submission of itemized expense statements in the manner and form regularly specified by the Company, Employee shall be entitled to reimbursement for reasonable travel (generally business class air fare) and other reasonable business expenses incurred by Employee in the performance of his duties under this Agreement in accordance with the Company's travel and entertainment policy. 3.2 Fringe Benefits. The Company shall make Employee the beneficiary of and Employee shall receive the standard package of fringe benefits as the Company generally provides to its other senior executive officers. Fringe benefits to be included in this standard benefit package include, but are not limited to, medical and dental insurance coverages, disability insurance, four (4) weeks of paid vacation per year, holidays and sick leave. Participation in such fringe benefit programs will be subject to certain employee contributions that may from time to time regularly be applicable to such programs. 3.3 Administrative Assistant. During the term of this Agreement, the Company shall employ Employee's current administrative assistant (or in Employee's sole discretion, a substitute administrative assistant) on terms at least as favorable as her existing compensation package, subject to changes in Company-wide benefit programs. 3.4 No Other Benefits. Employee understands and acknowledges that the compensation specified in Sections 2 and 3 of this Agreement shall be in lieu of any and all other compensation, benefits and plans. 4. EMPLOYEE'S BUSINESS ACTIVITIES. Employee shall devote substantially all of his professional time, attention and energy exclusively to the business and affairs of the Company and its affiliates, as its business and affairs now exist and as they hereafter may be changed. In addition, Employee will not engage in any consulting activity except with the prior written approval of the Company (which shall not be unreasonably withheld), or at the direction of the Company, except for consultancies for companies listed on Exhibit B hereto, provided that such consultancies do not materially detract from Employee's ability to perform his obligations 2 hereunder. The foregoing shall not be construed as preventing Employee from investing his assets in such form or manner as will not require any significant services on his part in the operation of the affairs of the businesses or entities in which such investments are made. In addition, the foregoing shall not be construed as preventing Employee from engaging in activities involving charitable, educational, religious and other similar types of organizations and activities, or from serving as a director of other companies, so long as such activities do not interfere with the performance of his duties hereunder or otherwise violate the terms hereof. 5. OBLIGATION NOT TO COMPETE. Employee acknowledges the highly confidential nature of information regarding the Company's businesses, customers, suppliers, employees, agents, independent contractors and consultants. Employee hereby agrees that (a) while he is employed by the Company or is receiving pay pursuant to Section 6.1 of this Agreement and (b) during the one (1) year period following his termination of employment with the Company pursuant to Section 6.1 (b) or (d) (the "Restricted Period"), Employee shall not engage in, assist others in engaging in or provide services to any organization, proprietorship or entity that engages in or proposes to engage in any business in which the Company or its affiliates is actively engaged or is actively considering engagement at the time of termination of Employee's employment. Examples of specific businesses currently considered to be competitive include, but are not limited to, any organization or subsidiary, affiliate or group within such organization, that is directed or targeted to a primarily female demographic, including but not limited to, Oxygen Media, Hearst Inc. or any woman's portal or other similar organizations, whether currently existing or as may be formed after execution of this Agreement and regardless of the medium of distribution ("Competitive Business"); provided, however, that in the event of Employee's termination of employment pursuant to Sections 6.1(a) and (d) only, the term "Competitive Business" shall only apply to Oxygen Media or Women.com Networks. Employee also agrees that, during the Restricted Period, he shall not in any manner directly or indirectly, solicit, or encourage any customer, distributor, supplier, employee, agent, independent contractor, consultant or any other person or company to terminate or alter its relationship with the Company or its affiliates. Each of the following activities shall, without limitation, be deemed to violate the provisions of this Section 5: to engage in, work with, have an interest or concern in, advise, lend money to, guarantee the debts or obligations of, or permit one's name or any part thereof to be used in connection with, an enterprise or endeavor, either individually, in partnership, or in conjunction with any person or persons, firms, associations, companies, or corporations, whether as a principal, agent, shareholder, employee, officer, director, partner, consultant or in any other manner whatsoever, which engages in a Competitive Business; provided, however, that (i) Employee and/or his affiliates shall retain the right to invest in or have an interest in entities provided that said interest does not exceed five percent (5%) of the voting control of said entity and (ii) the Company and Employee acknowledge that the Employee and/or his affiliates currently have investments in, consultancies with and/or serve on the Board of Directors of (and may retain such positions), the entities listed on Exhibit B attached hereto. 6. TERMINATION OF EMPLOYMENT AND EFFECTS OF TERMINATION. 6.1 Events of Termination.Employee's employment with the Company shall terminate upon any one of the following: 3 (a) The Company provides Employee with written notice of the Company's intent to terminate Employee's employment with the Company without cause, in which case termination shall be effective on the date specified in such written notice, which shall be a date no earlier than thirty (30) days after the date of the Notice unless Employee consents to an earlier date. In the event of termination under this subparagraph (a), the Company shall pay Employee the compensation and benefits otherwise payable to Employee under Section 2.1 through the effective date of termination (including pay for accrued but unused vacation and any then outstanding expense reimbursements). Employee's rights under the Company's benefit plans of general application shall be determined under the provisions of those plans. In addition, if Employee's employment with the Company is terminated pursuant to this subparagraph (a) prior to the expiration of the Initial Term (but not if Employee's employment with the Company is terminated pursuant to this subparagraph (a) after the expiration of the Initial Term), the Company shall (i) pay Employee an amount in cash equal to his Base Salary for a twelve (12) month period, to be paid monthly commencing upon execution of appropriate and customary termination and release agreements, (ii) continue insurance coverage on Employee for such twelve (12) month period at the Company's expense (subject to applicable employee contributions), and (iii) continue the normal vesting of the Options during such twelve (12) month period. Employee shall continue to comply with Section 5 after termination pursuant to this subparagraph (a). (b) The Company determines, in good faith, that Employee should be terminated for "cause" as defined in Section 6.2 below, in which case termination shall be effective on the date that written notice of termination is hand-delivered to Employee by the Company (or, if the Company is unable to hand-deliver such notice to Employee, the date that such notice is mailed or faxed to Employee pursuant to Section 10.9). In the event of termination under this subparagraph (b), the Company shall pay Employee the compensation and benefits otherwise payable to Employee under Section 2.1 through the effective date of termination (including pay for accrued but unused vacation and any then outstanding expense reimbursements), and the Company will have no obligation to pay Employee the Base Salary or any bonus or other compensation (including Options) for the remainder of the Initial Term. Employee's rights under the Company's benefit plans of general application shall be determined under the provisions of those plans. Employee shall continue to comply with Section 5 after termination pursuant to this subparagraph (b). (c) The resignation by Employee for "good reason" as defined in Section 6.3 below, in which case resignation shall be effective on the date that written notice of Employee's resignation is delivered to the Company pursuant to Section 10.9. In the event of resignation under this subparagraph (c), the Company shall pay Employee the compensation and benefits otherwise payable to Employee under Section 2.1 through the effective date of resignation (including pay for accrued but unused vacation and any then outstanding expense reimbursements). Employee's rights under the Company's benefit plans of general application shall be determined under the provisions of those plans. In addition, if Employee's employment with the Company is terminated pursuant to this subparagraph (c) prior to the expiration of the Initial Term (but not if Employee's employment with the Company is terminated pursuant to this subparagraph (c) after the expiration of the Initial Term), the Company shall (i) pay Employee an amount in cash equal to his base salary for a twelve (12) month period, to be paid monthly 4 commencing upon execution of appropriate and customary termination and release agreements, (ii) continue insurance coverage on Employee for such twelve (12) month period at the Company's expense (subject to the applicable employee contributions), and (iii) continue the normal vesting of the Options during such twelve (12) month period. Employee shall continue to comply with Section 5 after termination pursuant to this subparagraph (c). (d) The effective date of any voluntary termination by Employee other than for "good reason". In the event of termination under this subparagraph (d), the Company shall pay Employee the compensation and benefits otherwise payable to Employee under Section 2.1 through the effective date of termination (including pay for accrued but unused vacation and any then outstanding expense reimbursements), and the Company will have no obligation to pay Employee the Base Salary, any bonus or other compensation (including Options) for the remainder of the Initial Term. Employee's rights under the Company's benefit plans of general application shall be determined under the provisions of those plans. Employee shall continue to comply with Section 5 after termination pursuant to this subparagraph (d). (e) The date of Employee's death or permanent disability. Permanent disability may be deemed to occur, at the Company's discretion communicated by written notice to Employee, if Employee is incapacitated or disabled by accident or sickness or otherwise so as to render him mentally or physically incapable of performing the services required to be performed by him under this Agreement for a period of 120 consecutive days. In the event of termination under this subparagraph (e), the Company shall pay Employee or his estate the compensation and benefits otherwise payable to Employee under Section 2.1 through the effective date of termination (including pay for accrued but unused vacation and any then outstanding expense reimbursements), and the Company will have no obligation to pay Employee or his estate the Base Salary, any bonus or other compensation (including Options) for the remainder of the Initial Term. Employee's rights under the Company's benefit plans of general application shall be determined under the provisions of those plans or the provision of any agreement executed pursuant to those plans. Employee shall continue to comply with Section 5 after termination as a result of permanent disability pursuant to this subparagraph (e). (f) Notwithstanding anything to the contrary in this Agreement, in the event the Employee's employment is terminated for any reason: (i) prior to the six-month anniversary of the Effective Date, then Employee shall immediately vest in one-third (1/3) of the Tier I Options, to the extent not already vested pursuant to the terms of this Agreement; or (ii) on or after the six-month anniversary of the Effective Date but prior to the one-year anniversary of the Effective Date, then Employee shall immediately vest in two-fifths (2/5) of the Tier I Options, to the extent not already vested pursuant to the terms of this Agreement. This accelerated vesting is in addition to any vesting to occur after termination of employment pursuant to Sections 6.1 (a), (c), and (e) above. (g) In the event of a termination of Employee's employment pursuant to this Section 6.1, the Company and Employee agree to work together in good faith to issue a joint press release discussing such termination with such language as shall be mutually agreed by the parties. Under no circumstances shall Employee be required to obtain suitable employment 5 elsewhere upon termination of this Agreement or otherwise mitigate any post-termination payments required to be made to Employee by the Company. 6.2 Termination For "Cause" Defined. For purposes of Sections 6.1(a) and 6.1(b) above, "cause" for Employee's termination shall exist at any time after the happening of one or more of the following events: (a) Employee has breached any material provision of this Agreement or any other agreement between the Company and the Employee, which breach is not cured within thirty (30) days following the delivery to Employee of written notice reasonably describing the alleged breach; (b) Employee has engaged in habitual neglect of his duties as an employee of the Company which remains uncured following delivery to Employee of written notice reasonably describing the offending conduct and a reasonable opportunity to cure; (c) Employee has committed an act of dishonesty including, without limitation, Employee's theft, misuse or unauthorized disclosure of proprietary information; (d) Employee is convicted of a felony or a crime involving moral turpitude not involving a conviction for operating a motor vehicle under the influence of alcohol or any other motor vehicle violation; (e) Any chemical dependency or substance abuse resulting in a continuous and material impairment of the Employee's ability to perform his duties as an employee of the Company; 6.3 Resignation For "Good Reason" Defined. Employee may regard his employment as being constructively terminated and may, therefore, resign within thirty (30) days of the Employee's discovery of the occurrence of one or more of the following events, any of which shall constitute "good reason" for such resignation: (a) Without the Employee's prior written consent, the assignment to the Employee of any duties materially inconsistent with the Employee's position, duties, responsibilities and status with the Company as set forth in this Agreement, whether after a "change in control" event (as defined in Exhibit A hereto) or otherwise; (b) A material reduction by the Company of the Employee's base salary or of any bonus compensation formula applicable to him; (c) The Company or any affiliate(s) requiring the Employee to be based anywhere other than within twenty-five (25) miles of the area in which he resides, except for required travel on the Company's or an affiliate's business to an extent substantially consistent with the Employee's present business travel obligations; (d) A breach by the Company of any material provision of this Agreement or any other agreement between the Company and the Employee, which breach is not cured within 6 thirty (30) days following the delivery to the Company of written notice reasonably describing the alleged breach; and/or (e) The Company's management fails to nominate Employee as a nominee for election to the Company's Board of Directors upon expiration of Employee's term as a director or Employee is removed from the Company's Board of Directors during his term without cause. 6.4 Effect of Termination Payments. Employee agrees and acknowledges that upon Employee's termination of employment with the Company pursuant to Section 6 of this Agreement, Employee shall only be entitled to the severance payments and benefits (including stock option vesting), if any, specified in Section 6 or in the applicable stock option agreements and such severance payments and benefits shall be in lieu of all other severance payments and benefits which might otherwise be payable to Employee by the Company. 7. CONFIDENTIALITY; WORKS FOR HIRE. 7.1 Confidentiality. As used herein, the term "Confidential Information" means all trade secrets or confidential information concerning the business, products, practices or techniques of the Company and/or its affiliates and any third parties with whom they deal, including, but not limited to, price lists, pricing information, product information systems, designs, research, membership lists, members and users personal information, negotiations with regard to corporate transactions, sponsorship and advertising arrangements, contracts and licenses, processes, inventions, developments, proposals, plans, advertiser lists, technical, accounting and financial information of the Company and/or its affiliates, their customers or suppliers (whether or not copyrighted or copyrightable or patented or patentable). At all times, both during Employee's employment by the Company and after Employee's termination, Employee will keep in strict confidence and will not disclose any Confidential Information including, but not limited to, Confidential Information concerning any client, customer, or business partner of the Company, to any person or entity, or make use of any such Confidential Information for Employee's own purposes or for the benefit of any person or entity, except as may be necessary in the ordinary course of performing Employee's duties as an employee of the Company. The term "Confidential Information" does not include information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Employee, (ii) was within the Employee's possession prior to being furnished to the Employee by or on behalf of the Company pursuant hereto or (iii) becomes available to the Employee on a non-confidential basis from a source other than the Company or any of its present of prospective directors, officers, employees, agents or advisors; provided that with respect to clauses (ii) and (iii) above, the source of such information was not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Company or any other party with respect to such information. 7.2 Works for Hire. Employee acknowledges that all right, title and interest he obtains in all works of authorship, designs, computer programs, copyrights and copyright applications, inventions, discoveries, developments, know-how, systems, processes, formulae, patent and patent applications, trade secrets, new products, internal reports and memoranda, strategies, and marketing plans conceived, devised, developed, written, reduced to practice, or 7 otherwise created or obtained by Employee in connection with his employment by the Company (the "Intellectual Property") are regarded as "works for hire". Employee hereby transfers and assigns to the Company all right, title, and interest to the Intellectual Property. Promptly after Employee obtains knowledge of any Intellectual Property, he will disclose it to the Company. Upon request of the Company, he will execute and deliver all documents or instruments and take all other action as the Company may deem reasonably necessary to transfer all right, title, and interest in any Intellectual Property to the Company; to vest in the Company good, valid and marketable title to such Intellectual Property; to perfect, by registration or otherwise, trademark, copyright and patent protection of the Company with respect to such Intellectual Property; and otherwise to protect the Company's trade secrets and proprietary interest in such Intellectual Property. In the event of the termination of Employee's employment for any reason, Employee will deliver to the Company all documents, notes, drawings, blueprints, formulae, specifications, computer programs, data and other materials of any nature pertaining to any Intellectual Property or to Employee's work with the Company, and will not take any of the foregoing or any reproduction of any of the foregoing that is embodied in a tangible medium of expression. 8. ASSIGNMENT AND TRANSFER. Employee's rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be enforceable by, any purchaser of substantially all of the Company's assets, any corporate successor to the Company or any assignee thereof. 9. NO INCONSISTENT OBLIGATIONS. Employee is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. 10. MISCELLANEOUS. 10.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflicting provision or rule. 10.2 Entire Agreement. This Agreement, together with the attached exhibits, contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements between them respecting the subject matter hereof. Employee acknowledges, represents and warrants to the Company that no oral or written representations have been made to Employee by the Company, or any representative of the Company regarding (a) the Company's financial condition or its prospects or (b) any obligation, commitment or understanding on behalf of the Company to continue to employ Employee for any specific period of time except as specifically set forth herein. 10.3 Amendment. This Agreement may be amended only by a writing signed by Employee and by a duly authorized representative of the Company (other than Employee). 8 10.4 Severability. If any term, provision, covenant or condition of this Agreement, or the application thereof to any person, place or circumstance, shall be held to be invalid, unenforceable or void, the remainder of this Agreement and such term, provision, covenant or condition as applied to other persons, places and circumstances shall remain in full force and effect. 10.5 Construction. The headings and captions of this Agreement are provided for convenience only and are intended to have no effect in construing or interpreting this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against the Company or Employee. 10.6 Rights Cumulative. The rights and remedies provided by this Agreement are cumulative, and the exercise of any right or remedy by either party hereto (or by its successor), whether pursuant to this Agreement, to any other agreement, or to law, shall not preclude or waive such party's right to exercise any or all other rights and remedies. 10.7 Nonwaiver. No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an officer of the Company (other than Employee) or other person duly authorized by the Company. 10.8 Remedy for Breach. The parties hereto agree that, in the event of breach or threatened breach of any covenants of Employee, the damage or imminent damage to the value and the goodwill of the Company's business shall be inestimable, and that therefore any remedy at law or in damages shall be inadequate. Accordingly, the parties hereto agree that the Company shall be entitled to apply for injunctive relief against Employee in the event of any breach or threatened breach of any of such provisions by Employee, in addition to any other relief (including damages) available to the Company under this Agreement or under law. 10.9 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgement of complete transmission) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): if to the Company, to: iVillage Inc. 500-512 Seventh Avenue New York, New York 10018 Attention: Legal Department Telephone No.: (212) 600-6000 Facsimile No.: (917) 326-4194 9 if to Employee, to: Douglas McCormick 1080 Fifth Avenue Apt. 12-B New York, New York 10128 Telephone No.: (212) 876-9230 Facsimile No.: (212) 876-2077 with a copy to: David Alan Miller Graubard Mollen & Miller 600 Third Avenue New York, New York 10016--2097 Telephone No.: (212) 818-8800 Facsimile No.: (212) 818-8881 and David Alexander Peyser & Alexander Management Inc. 500 Fifth Avenue, Suite 2700 New York, New York 10110 Telephone No.: (212) 764-6455 Facsimile No.: (212) 921-4249 10.10 Assistance in Litigation. Employee shall, during and after termination of employment, upon reasonable notice, furnish such information and proper assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it or any of its subsidiaries or affiliates is, or may become, a party. If such information or assistance is required after termination of Employee's employment, Employee shall be entitled to reasonable reimbursement of Employee's out-of-pocket expenses (excluding attorney's fees) and, in the event such assistance exceeds ten (10) hours of Employee's time in the aggregate, for Employee's time in connection therewith. 10.11 Arbitration. Any dispute or disagreement arising out of this Agreement or a claimed breach, except that which involves a right to injunctive relief, shall be resolved by arbitration in New York, New York under the Voluntary Labor Arbitration Rules of the American Arbitration Association. The arbitrator's decisions shall be final and binding upon the parties and judgment may be entered in any court. 10.12 Execution. This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together will constitute one and the same instrument. 10 10.13 Expenses. The Company shall reimburse Employee for the reasonable professional fees and expenses incurred by Employee in connection with the negotiation of this Agreement and the documents evidencing the Options, up to a maximum of $15,000 in the aggregate. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the Effective Date. iVILLAGE INC. EMPLOYEE By /s/ Steven Elkes /s/ Douglas McCormick ------------------------------------------ -------------------------------- Name: Steven Elkes Douglas McCormick Title: Executive Vice President - Operations and Business Affairs 11 EXHIBIT B Douglas McCormick and/or McCormick Media, Inc. Investments, Consultancies and/or Board Seats CarolinesOnline.com Cddms.com Claremont Capital Equity Fund coolhunter.com Crafts.com (formerly Craftopia) Lovelawyer.com On24.com PalTalk.com Starvest Investments Streetmail.com The MyersReport.com Umagic.com Zilo.com 12