Amendment and Termination Agreement to AOL Advertising Insertion Order between America Online, Inc. and VitaminShoppe.com, Inc.

Summary

America Online, Inc. (AOL) and VitaminShoppe.com, Inc. have agreed to amend and terminate their previous advertising insertion order. Under this agreement, VitaminShoppe.com will make a final payment to AOL, after which all remaining payment obligations are released. The advertising schedule is updated for a specific period, and the agreement will end early on a set date. Both parties release each other from any further claims related to the original agreement. Public statements about the agreement require mutual approval unless legally required. All other terms of the original agreement remain in effect unless changed here.

EX-10.2 3 0003.txt AMENDMENT TO AND TERMINATION OF AOL ADVERTISING IN SECTION ORDER Exhibit 10.2 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. AMENDMENT TO AND TERMINATION OF AOL ADVERTISING INSERTION ORDER This AMENDMENT TO AND TERMINATION OF AOL ADVERTISING INSERTION ORDER (this "Amendment and Termination Agreement") is entered into as of August 22, 2000 by and between America Online, Inc. ("AOL") and VitaminShoppe.com, Inc. ("Advertiser"). W I T N E S S E T H: WHEREAS, AOL and Advertiser are parties to that certain AOL Advertising Insertion Order dated September 24, 1999 (the "Agreement"); and WHERAS, AOL and Advertiser desire to amend the Agreement; NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: 1. Section 1 of the Agreement, which sets forth a payment schedule, shall be amended by adding the following subsection C: Advertiser shall pay AOL [*****] on the business day that follows the date on which this Amendment and Termination Agreement is fully executed by AOL and Advertiser. Upon receipt of such payment, AOL shall release Advertiser from any and all other payments due under the Agreement, including those due under subsection A above on the six-month, nine-month, twelve-month, fifteen-month, and eighteen-month anniversaries of the date of the Agreement. 2. The portions of Exhibit E to the Agreement which relate to the time period from August 23, 2000 through October 15, 2000 shall be amended to reflect the carriage plan attached hereto as Schedule 1. 3. Notwithstanding paragraph 4 of Exhibit A to the Agreement, the Agreement shall terminate on [*****]. This termination shall be subject to survival of only those terms expressly identified for survival in the Agreement. 4. In exchange for AOL's release of Advertiser's payment obligations as set forth above and agreement to early termination of this Agreement, Advertiser hereby releases and forever discharges AOL and all of its affiliates from any and all claims, demands, or other obligations or liabilities of any kind whatsoever, whether known or unknown or based on facts now known or unknown, arising from, relating to or concerning the Agreement that arose on or prior to the date of this Amendment and Termination CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. Agreement. In exchange for Advertiser's amendment of AOL's carriage obligations as set forth above and agreement to early termination of this Agreement, AOL hereby releases and forever discharges Advertiser and all of its affiliates from any and all claims, demands, or other obligations or liabilities of any kind whatsoever, whether known or unknown or based on facts now known or unknown, arising from, relating to or concerning the Agreement that arose on or prior to the date of this Amendment and Termination Agreement. 5. Without limiting the last sentence of paragraph 16 of Exhibit A to the Agreement, Neither party shall make any public statements regarding the other party which relate to the Agreement, either party's performance under the Agreement, or this Amendment and Termination Agreement, including without limitation, the terms of the Agreement, the existence of this Amendment and Termination Agreement, or the terms of this Amendment and Termination Agreement, without the prior approval of the other party except as such Party may be advised by counsel in advance and in a written opinion that the specific disclosure to be made is required by applicable law, regulation, or court order, or rules or regulations applicable to such party. 6. Except as set forth herein, all other terms and provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. AMERICA ONLINE, INC. By: /s/ Eric L. Keller Name: Eric L. Keller Title: Senior Vice President VITAMINSHOPPE.COM, INC. By: /s/ Ann M. Sardini Name: Ann M. Sardini Title: Chief Financial Officer Schedule 1 AOL Service