Network Engines, Inc.
Executive Retention Agreement
THIS EXECUTIVE RETENTION AGREEMENT by and between Network Engines, Inc., a Delaware corporation (the
“Company”), and Don Oldham (the “Executive”) is made as of October 7, 2002. (the “Effective Date”).
WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, various business
uncertainties may arise from time to time and that such possibility, and the concerns and questions which it may raise among
key personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders,
WHEREAS, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken
to reinforce and encourage the continued employment and dedication of the Company’s key personnel without distraction from
such uncertainties, including the possibility of a change in control of the Company and related events and circumstances.
NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company
agrees that the Executive shall receive the severance benefits set forth in this Agreement in the event the Executive’s
employment with the Company is terminated under the circumstances described below, whether before or after a Change in
Control (as defined in Section 1.1).
1. Key Definitions.
As used herein, the following terms shall have the following respective meanings:
1.1 “ Change in Control ” means an event or occurrence set forth in any one or more of subsections (a) through (d)
below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is specifically
exempted from another such subsection):
(a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial owner