EXHIBIT 10.1
AGREEMENT
This
Agreement ("AGREEMENT") is entered into by and between Interland,
Inc., a Minnesota corporation ("INTERLAND") and Joel J. Kocher, an
individual
("MR. KOCHER").
RECITALS
WHEREAS,
the Mr. Kocher is the holder of certain
options to purchase
the
common stock of Interland having an
exercise price substantially higher than the
current price of Interland's common stock (as more particularly defined in
Section 1 of this Agreement, the
"UNDERWATER OPTIONS");
WHEREAS,
the Mr. Kocher's right
to exercise the Underwater Options expires
on or about August 31, 2006;
WHEREAS, the market price
for Interland common stock from November 22, 2004
to November 22, 2005 has ranged from a high
of approximately $4.08
per share to
a low of approximately $1.79 per share and the Mr.
Kocher has conducted an
independent review of the value of the
Underwater Options and has concluded that
the Underwater Options have virtually no
value and, in reaching such conclusion,
the Mr. Kocher has relied solely on its own research and evaluation of the
prospects of Interland's common stock and has not relied on any
information,
representations, warranties or inducements
of any kind provided by Interland;
WHEREAS,
in order to liquidate
his interests in the Underwater Options Mr.
Kocher has requested Interland to enter into this
Agreement in order to
cancel
the Underwater Options;
ACCORDINGLY,
in consideration of the foregoing recitals, the promises
contained herein, and other good and
valuable consideration, the sufficiency and
receipt of which are hereby acknowledged,
the Parties hereto agree as follows:
1. CANCELLATION
OF UNDERWATER OPTIONS.
In consideration of One Dollar
($1.00) in hand paid Mr. Kocher agrees that
the options for the purchase of Interland
common stock summarized below (the
"UNDERWATER OPTIONS") shall be, and hereby
are, duly cancelled and of no further
force and effect:
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NUMBER OF SHARES
PORTION OF OPTION
GRANT DATE
GOVERNING PLAN
UNDERLYING OPTION GRANT* EXERCISE PRICE* CURRENTLY OUTSTANDING*
========== ============ =================
========================== ================
=======================
1.
1/13/1998 1995 Plan
5,551.500
$90.0000
5,551.500
2.
1/13/1998 1995 Plan
34,448.500
$90.0000
34,448.500
3.
1/13/1998 1995 Plan
10,000.000
$90.0000
10,000.000
4.
1/13/1998 No
Plan
7,500.000
$90.0000
7,500.000
5.
1/13/1998 No
Plan
7,500.000
$90.0000
7,500.000
6.
8/17/2000 2001 Plan
48,895.000
$39.4000
48,895.000
7.
8/17/2000 2001 Plan
2,539.900
$39.4000
2,539.900
8.
1/15/2002 1995 Plan
100,000.000
$21.4000
100,000.000
TOTAL:
216,434.90
</TABLE>
* All numbers
reflect adjustment for the Company's August 2003 1-for-10
reverse stock split where appropriate.
2. RELEASES.
(a) Mr. Kocher
hereby releases forever and irrevocably discharges all
claims, rights, causes of actions,
suits, matters and
issues, whether known or
unknown, concealed or hidden, suspected or unsuspected,
related in any way
to
the Underwater Options that have been or could
have been ass
