www.sec.gov/Archives/edgar/data/1091284/0001125282-03-0 -
[Cached Version]
Published on: 4/4/2003
Last Visited: 4/8/2003
Jonathan Stern has served as our Chief Financial Officer since June 2002. From September 1998 to June 2002, Mr. Stern was Executive Vice President and Chief Financial Officer of Lexent Inc., a NASDAQ-listed infrastructure services company. From September 1990 to September 1998, he was Vice President and Controller of International Specialty Products Inc., a NYSE-listed specialty chemicals manufacturer. Prior to that, he was Vice President and Controller of Western Union Corp., a NYSE-listed telecommunications provider. Prior to that he was with Price Waterhouse & Co (now PricewaterhouseCoopers LLP). Mr. Stern received a B.A. in Economics from Brooklyn College and an M.B.A. in finance from the Stern School of Business at New York University. Mr. Stern is a Certified Public Accountant.
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We have entered into employment agreements with each of Richard D. Forman, our President and Chief Executive Officer; Jonathan Stern, our Chief Financial Officer; Walt Meffert, Jr., our Chief Technology Officer; Jack S. Levy, our Vice President, General Counsel and Secretary; and with Michael Pollack, our General Manager of Corporate Services—U.S. In connection with Mr. Samant’s resignation, we entered into a Separation Agreement and General Release with him.
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Jonathan Stern
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We have a letter agreement with Mr. Stern which confirms the terms of his employment. The letter agreement provides that his employment will be “at will” and may be terminated at any time by either party. Mr. Stern is entitled to an annual salary of $250,000, which will be reviewed on an annual basis and an annual bonus of up to $150,000, which may be paid 50% in cash and 50% in fully-vested shares of Common Stock. In connection with Mr. Stern’s employment with us, we granted him options to purchase an aggregate of 350,000 shares of Common Stock, of which: • options
to purchase 150,000 shares have
an exercise price of $7.48; • options
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These stock options began vesting on December 11, 2002 and vest in equal monthly amounts over a 42-month period, for as long as Mr. Stern is employed by us. In the event that he is terminated without cause or resigns with good reason following a change in control, each option shall accelerate, vest and become exercisable in full on the effective date of his termination. The letter agreement provides that if Mr. Stern’s employment with us is terminated without cause or for good reason at any time, he will receive his base salary in effect at the time of such termination or resignation for a period of six months from the date of such termination or resignation. In addition, Mr. Stern’s medical coverage will be continued for such six month period at REGISTER COM INC’s expense. Mr. Stern must give REGISTER COM INC thirty days written notice and opportunity to cure prior to resigning for good reason. On March 8, 2003, we granted Mr. Stern options to purchase 50,000 shares of our Common Stock at an exercise price of $5.27 per share. The options vest and become exercisable in 42 equal monthly installments commencing on September 8, 2003.In the event that he is terminated without cause or resigns with good reason following a change in control, this option shall accelerate, vest and become exercisable in full on the effective date of his termination.
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Levy, Meffert and Stern will be, respectively, $42,500, $33,750 and $37,500. Retention bonuses will not be set off by any payments under any of the other arrangements described above.
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Jonathan Stern
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I, Jonathan Stern, certify that: 1. I have reviewed this annual report on Form 10-K of Register.com, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of REGISTER COM INC as of, and for, the periods presented in this annual report;
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Date: April 4, 2003 By: /s/ Jonathan Stern
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Jonathan Stern Chief Financial Officer
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I, Jonathan Stern, Chief Financial Officer of Register.com, Inc. (the "Company"), hereby certify, pursuant to 18 U.S.C.ss.1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: (i) REGISTER COM INC's accompanying Annual Report on Form 10-K for the year ended December 31, 2002 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and (ii) The information contained in such report fairly presents, in all material respects, the financial condition and results of operations of REGISTER COM INC.
/s/ Jonathan Stern
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Jonathan Stern Chief Financial Officer
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