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Severance Agreement

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Sectors: Computer Software and Services, Internet
Governing Law: United States
Effective Date: February 16, 1999
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PROXICOM, INC. EXECUTIVE

SEVERANCE AGREEMENT





This SEVERANCE AGREEMENT (the "Agreement") is dated as of February 16, 1999, between Proxicom, Inc., (the "Employer"), and Larry Clark (the "Employee"), a resident of Virginia.



WHEREAS, the Employee serves as a Senior Vice President of the Employer, and in that role has been important in developing and expanding the business and operations of the Employer and possesses valuable knowledge and skills with respect to such business; and



WHEREAS, the Board of Directors of the Employer (the "Board") believes that it is in the best interests of the Employer to encourage the Employee's continued employment with and dedication to the Employer, including in the face of potentially distracting circumstances arising from the possibility of a change in control of the Employer; and



WHEREAS, the Board has adopted a policy which authorizes the Employer to enter into this Agreement with the Employee; and



WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions for the payment of compensation to the Employee in the event of a termination of the Employee's employment during the term of this Agreement;



NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements of the parties contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:



SECTION 1. TERM. The initial term of this Agreement shall be for a period commencing on February 16, 1999 and will remain in effect until terminated or amended by the parties hereto; provided, however, that, in the event of a Change in Control Event during the initial term of this Agreement, the term of this Agreement shall be automatically extended, if necessary, so that this Agreement remains in full force and effect for the Change in Control Period (as defined in Section 10) and until all payments required to be made hereunder have been made. This Agreement may be renewed or amended by written agreement of the parties. References herein to the term of this Agreement shall include the initial term and any additional period for which this Agreement is extended or renewed.



SECTION 2. TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL EVENT. Subject to the terms of this Agreement, the Employee shall be entitled to receive severance payments from the Employer for services previously rendered to the Employer and its affiliates in the event the Employee's employment is terminated by the Employer other than for Cause (as defined in Section 8):



(a) OTHER THAN FOR CAUSE.



If, during the term of this Agreement, but prior to a Change in Control Event, the Employer terminates the Employee's employment other than for Cause:



(i) the Employer shall pay to the Employee the

following amounts: A. the sum of (1) the Employee's Annual

Base Salary (as defined in Section 7) through the Date of

Termination to the extent not theretofore paid, (2) the

product of (x) the Annual Bonus (as defined in Section 7) and

(y) a fraction, the numerator of which is the number of days

in the current fiscal year through the effective date of

termination of the Employee's employment (the "Date of

Termination"), and the denominator of which is 365, and (3)

any compensation previously deferred by the Employee (together

with any accrued interest or earnings thereon) and any accrued

vacation pay, in each case, to the extent not theretofore

paid, (the sum of the amounts described in clauses (1), (2),

and (3) shall be hereinafter referred to as the "Accrued

Obligations") in a lump sum in cash within 30 days of the Date

of Termination; and



B. an amount equal to the sum of (x)

the Employee's Annual Base Salary and (y) the Annual Bonus, in

substantially equal proportionate installments in accordance

with the Employer's normal payroll practices, commencing with

the first payroll period in the month following the month in

which the Date of Termination occurs, for a period of one

year; and



(ii) for one year after the Date of Termination,

or such longer period as may be provided by the terms of the

appropriate plan, program, practice or policy, the Employer shall

continue benefits to the Employee and/or the Employee's family at

least equal to those which would have been provided to them in

accordance with the welfare benefit plans, practices, policies and

programs provided by the Employer and its affiliated companies

(including, without limitation, medical, prescription, dental,

disability, employee life, group life, accidental death and travel

accident insurance plans and programs) to the extent applicable

generally to other peer employees of the Employer and its affiliated

companies, as if the Employee's employment had not been terminated;

provided, however, that if the Employee becomes reemployed with

another employer and is eligible to receive medical or other welfare

benefits under another employer provided plan, the medical and other

welfare benefits described herein shall be secondary to those provided

under such other plan during such applicable period of eligibility.

The cost for these welfare benefits shall paid by the Employee and

Employer in the same proportion as paid by other peer employees and

the Employer as if the Employee had not been terminated.



and (iii) to the extent not theretofore paid or

provided, the Employer shall timely pay or provide to the Employee any

other amounts or benefits required to be paid or provided or which the

Employee is eligible to receive under any plan, program, policy or

practice or contract or agreement of the Employer and its affiliated

companies (such other amounts and benefits shall be hereinafter

referred to as the "Other Benefits").



(b) CAUSE. If the Employee's employment is terminated for Cause during the term of this Agreement, this Agreement shall terminate without further obligations to the Employee, other than the obligation to pay to the Employee (x) his Current Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Employee, and (z) Other Benefits through the Date of Termination, in each case to the extent theretofore unpaid. If the Employee voluntarily terminates employment during the term of this Agreement this Agreement shall terminate without further obligations to the Employee, other than for Accrued Obligations and the timely payment or provision of Other Benefits through the Date of Termination. In such case, all Accrued Obligations shall be paid to the Employee in a lump sum in cash within 30 days of the Date of Termination.





- 2 - SECTION 3. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL EVENT. Subject to the terms of this Agreement, the Employee shall be entitled to receive severance payments from the Employer for services previously rendered to the Employer and its affiliates if a Change in Control Event occurs during the term of this Agreement and the Employee's employment is terminated by the Employee for Good Reason or by the Employer other than for Cause during the period commencing upon such Change in Control Event (as defined in Section 10) and ending one year after a Change in Control (as defined in Section 10)(the "Change in Control Period").



(a) GOOD REASON; OTHER THAN FOR CAUSE. If a Change in Control Event occurs during the term of this Agreement and the Employer terminates the Employee's employment other than for Cause or the Employee terminates employment for Good Reason during the Change in Control Period:



(i) the Employer shall pay to the Employee the

following amounts:



A. the "Accrued Obligations" in a lump

sum in cash within 30 days of the Date of Termination; and



B. the amount equal to the sum of (x)

the Employee's Annual Base Salary and (y) the Annual Bonus, in

a lump sum in cash within 30 days of the Date of Termination;



(ii) for one (1) year after the Date of

Termination, or such longer period as may be provided by the terms of

the appropriate plan, program, practice or policy, the Employer shall

continue benefits to the Employee and/or the Employee's family at

least equal to those which would have been provided to them in

accordance with the welfare benefit plans, practices, policies and

programs provided by the Employer and its affiliated companies

(including, without limitation, medical, prescription, dental,

disability, employee life, group life, accidental death and travel

accident insurance plans and programs) to the extent applicable

generally to other peer employees of the Employer and its affiliated

companies, as if the Employee's employment had not been terminated;

provided, however, that if the Employee becomes reemployed with

another employer and is eligible to receive medical or other welfare

benefits under another employer provided plan, the medical and other

welfare benefits described herein shall be secondary to those provided

under such other plan during such applicable period of eligibility.

The cost for these welfare benefits shall paid by the Employee and

Employer in the same proportion as paid by other peer employees and

the Employer as if the Employee had not been terminated.



and (iii) to the extent not theretofore paid

or provided, the Employer shall timely pay or provide to the Employee

all Other Benefits.



(b) CAUSE; OTHER THAN FOR GOOD REASON. If the Employee's employment is terminated for Cause during the Change in Control Period, this Agreement shall terminate without further obligations to the Employee, other than the obligation to pay to the Employee (x) his Annual Base Salary through the Date of Termination, (y) the amount of any compensation previously deferred by the Employee, and (z) Other Benefits through the Date of Termination, in each case to the extent theretofore un
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