VIANT CORP
EXHIBIT 10.40
<DOCUMENT>
<TYPE>EX-10.40
<SEQUENCE>5
<FILENAME>a2075172zex-10_40.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>
<PAGE>

                                VIANT CORPORATION

                      CHANGE OF CONTROL SEVERANCE AGREEMENT

         This Change of Control Severance Agreement (the "Agreement") is made
and entered into effective as of January 2, 2002 (the "Effective Date"), by and
between Bruce Shoger (the "Employee") and Viant Corporation, a Delaware
corporation (the "Company"). Certain capitalized terms used in this Agreement
are defined in Section 1 below.

                                 R E C I T A L S

         A. It is expected that the Company from time to time will consider the
possibility of a Change of Control. The Board of Directors of the as Company
(the "Board") recognizes that such consideration can be a distraction to the
Employee and can cause the Employee to consider alternative employment
opportunities.

         B. The Board believes that it is in the best interests of the Company
and its shareholders to provide the Employee with an incentive to continue his
employment and to maximize the value of the Company upon a Change of Control for
the benefit of its shareholders.

         C. In order to provide the Employee with enhanced financial security
and sufficient encouragement to remain with the Company notwithstanding the
possibility of a Change of Control, the Board believes that it is imperative to
provide the Employee with certain severance benefits upon the Employee's
termination of employment following a Change of Control.

                                    AGREEMENT

         In consideration of the mutual covenants herein contained and the
continued employment of Employee by the Company, the parties agree as follows:

         1. DEFINITION OF TERMS. The following terms referred to in this
Agreement shall have the following meanings:

                  (a) CAUSE. "Cause" shall mean (i) any act of personal
dishonesty taken by the Employee in connection with his responsibilities as an
employee which is intended to result in substantial personal enrichment of the
Employee, (ii) Employee's conviction of a felony which the Board reasonably
believes has had or will have a material detrimental effect on the Company's
reputation or business, (iii) a willful act by the Employee which constitutes
misconduct and is injurious to the Company, or (iv) continued willful violations
by the Employee of the Employee's obligations to the Company after there has
been delivered to the Employee a written demand for performance from the Company
which describes the basis for the Company's belief that the Employee has not
substantially performed his duties.

                  (b) CHANGE OF CONTROL. "Change of Control" shall mean the
occurrence of any of the following events:

                        (i) the approval by shareholders of the Company of a
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;


<PAGE>

                        (ii) the approval by the shareholders or the Board of
the Company of a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of all or substantially all of the
Company's assets;

                        (iii) any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities; or

                        (iv) a change in the composition of the Board, as a
result of which fewer than a majority of the directors are Incumbent Directors.
"Incumbent Directors" shall mean directors who either (A) are directors of the
Company as of the date hereof, or (B) are elected, or nominated for election, to
the Board with the affirmative votes of at least a majority of those directors
whose election or nomination was not in connection with any transactions
described in subsections (i), (ii), or (iii) or in connection with an actual or
threatened proxy contest relating to the election of directors of the Company.

                  (c) INVOLUNTARY TERMINATION. "Involuntary Termination" shall
mean (i) without the Employee's express written consent, a significant reduction
of the Employee's duties, position or responsibilities relative to the
Employee's duties, position or responsibilities in effect immediately prior to
such reduction, or the removal of the Employee from such position, duties and
responsibilities, unless the Employee is provided with comparable duties,
position and responsibilities; provided, however, that a reduction in duties,
position or responsibilities solely by virtue of the Company being acquired and
made part of a larger entity (as, for example, when the Chief Financial Officer
of the Company remains as such following a Change of Control but is not made the
Chief Financial Officer of the acquiring corporation) shall not constitute an
"Involuntary Termination;" (ii) without the Employee's express written consent,
a substantial reduction, without good business reasons, of the facilities and
perquisites (including office space and location) available to the Employee
immediately prior to such reduction; (iii) without the Employee's express
written consent, a reduction by the Company of the Employee's base salary as in
effect immediately prior to such reduction; (iv) without the Employee's express
written consent, a material reduction by the Company in the kind or level of
employee benefits to which the Employee is entitled immediately prior to such
reduction with the result that the Employee's overall benefits package is
significantly reduced; (v) without the Employee's express written consent, the
relocation of the Employee to a facility or a location more than fifty (45)
miles from his current location; (vi) any purported termination of the Employee
by the Company which is not effected for Cause or for which the grounds relied
upon are not valid; or (vii) the failure of the Company to obtain the assumption
of this Agreement by any successors contemplated in Section 6 below.

                  (d) TERMINATION DATE. "Termination Date" shall mean the
effective date of any notice of termination delivered by one party to the other
hereunder.

         2. TERM OF AGREEMENT. This Agreement shall terminate upon the date that
all obligations of the parties hereto under this Agreement have been satisfied
or, if earlier, on the date, prior to a Change of Control, Employee is no longer
employed by the Company.

         3. AT-WILL EMPLOYMENT. The Company and the Employee acknowledge that
the Employee's employment is and shall continue to be at-will, as defined under
applicable law. If the Employee's employment terminates for any reason, the
Employee shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
established under the Company's then existing employee benefit plans or policies
at the time of termination.

         4. SEVERANCE BENEFITS.

                  (a) TERMINATION FOLLOWING A CHANGE OF CONTROL. If the
Employee's employment with the Company terminates as a result of an Involuntary
Termination at any time within twelve (12) months after a Change of Control,
Employee shall be entitled to the following severance benefits:


                                      -2-

<PAGE>

                        (i) Twelve (12) months of Employee's base salary as in
effect as of the date of such termination, less applicable withholding, payable
in a lump sum within thirty (30) days of the Involuntary Termination;

                        (ii) As of your termination date, Employee will receive
an additional twelve months of stock option vesting for stock options granted by
the Company to the Employee prior to the Change of Control and these stock
options will become exercisable as of the date of the termination to the extent
such stock options are outstanding and un-exercisable at the time of such
termination and all stock subject to a right of repurchase by the Company (or
its successor) that was purchased prior to the Change of Control shall have such
right of repurchase lapse with respect to all of the shares (for example, based
on the stock options granted by the Company to the Employee, if the vesting
schedule of these stock options indicate that two hundred thousand (200,000)
stock options were to vest in the subsequent twelve months from the termination
date, and become exercisable, then the Company will immediately vest two hundred
thousand stock options for the Employee).

                        (iii) The same level of health (i.e., medical, vision
and dental) coverage and benefits as in effect for the Employee on the day
immediately preceding the day of the Employee's termination of employment;
provided, however, that (i) the Employee constitutes a qualified beneficiary, as
defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended;
and (ii) Employee elects continuation coverage pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time
period prescribed pursuant to COBRA. The Company shall continue to provide
Employee with health coverage until the earlier of (i) the date Employee is no
longer eligible to receive continuation coverage pursuant to COBRA, or (ii)
twelve (12) months from the termination date.

                  (b) TERMINATION APART FROM A CHANGE OF CONTROL. If the
Employee's employment with the Company terminates other than as a result of an
Involuntary Termination within the twelve (12) months following a Change of
Control, then the Employee shall not be entitled to receive severance or other
benefits hereunder, but may be eligible for those benefits (if any) as may then
be established under the Company's then existing severance and benefits plans
and policies at the time of such termination.

                  (c) ACCRUED WAGES AND VACATION; EXPENSES. Without regard to
the reason for, or the timing of, Employee's termination of employment: (i) the
Company shall pay the Employee any unpaid base salary due for periods prior to
the Termination Date; (ii) the Company shall pay the Employee all of the
Employee's accrued and unused vacation through the Termination Date; and (iii)
following submission of proper expense reports by the Employee, the Company
shall reimburse the Employee for all expenses reasonably and necessarily
incurred by the Employee in connection with the business of the Company prior to
the Termination Date. These payments shall be made promptly upon termination and
within the period of time mandated by law.

                  (d) OUTPLACEMENT SUPPORT. Up to fifteen (15) days of
outplacement support thought Right Management Consultants, or a similar company.

         5. LIMITATION ON PAYMENTS. In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i)
constitute "parachute payments" within the meaning of Section 280G of the Code,
and (ii) would be subject to the excise tax imposed by Section 4999 of the Code
(the "Excise Tax"), then Employee's benefits under this Agreement shall be
either

                  (a) delivered in full, or

                  (b) delivered as to such lesser extent which would result in
no portion of such benefits being subject to the Excise Tax,

                  whichever of the foregoing amounts, taking into account the
applicable federal, state and local income taxes and the Excise Tax, results in
the receipt by Employee on an after-tax basis, of the greatest amount of
benefits, notwithstanding that all or some portion of such benefits may be
taxable under Section 4999 of the Code.


                                      -3-

<PAGE>

         Unless the Company and the Employee otherwise agree in writing, any
determination required under this Section shall be made in writing by the
Company's independent public accountants (the "Accountants"), whose
determination shall be conclusive and binding upon the Employee and the Company
for all purposes. For purposes of making the calculations required by this
Section, the Accountants may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Section 280G and 4999 of the Code.
The Company and the Employee shall furnish to the Accountants such information
and documents as the Accountants may reasonably request in order to make a
determination under this Section. The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section.

         6. SUCCESSORS.

                  (a) COMPANY'S SUCCESSORS. Any successor to the Company
(whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company's business and/or assets shall assume the Company's obligations under
this Agreement and agree expressly to perform the Company's obligations under
this Agreement in the same manner and to the same extent as the Company would be
required to perform such obligations in the absence of a succession. For all
purposes under this Agreement, the term "Company" shall include any successor to
the Company's business and/or assets which executes and delivers the assumption
agreement described in this subsection (a) or which becomes bound by the terms
of this Agreement by operation of law.

                  (b) EMPLOYEE'S SUCCESSORS. Without the written consent of the
Company, Employee shall not assign or transfer this Agreement or any right or
obligation under this Agreement to any other person or entity. Notwithstanding
the foregoing, the terms of this Agreement and all rights of Employee hereunder
shall inure to the benefit of, and be enforceable by, Employee's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

         7. NOTICES.

                  (a) GENERAL. Notices and all other communications contemplated
by this Agreement shall be in writing and shall be deemed to have been duly
given when personally delivered or when mailed by U.S. registered or certified
mail, return receipt requested and postage prepaid. In the case of the Employee,
mailed notices shall be addressed to him at the home address which he most
recently communicated to the Company in writing. In the case of the Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its Secretary.

                  (b) NOTICE OF TERMINATION. Any termination by the Company for
Cause or by the Employee as a result of a voluntary resignation or an
Involuntary Termination shall be communicated by a notice of termination to the
other party hereto given in accordance with this Section. Such notice shall
indicate the specific termination provision in this Agreement relied upon, shall
set forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination under the provision so indicated, and shall specify the
Termination Date (which shall be not more than 30 days after the giving of such
notice). The failure by the Employee to include in the notice any fact or
circumstance which contributes to a showing of Involuntary Termination shall not
waive any right of the Employee hereunder or preclude the Employee from
asserting such fact or circumstance in enforcing his rights hereunder.


                                      -4-

<PAGE>

         8. ARBITRATION.

                  (a) Any dispute or controversy arising out of, relating to, or
in connection with this Agreement, or the interpretation, validity,
construction, performance, breach, or termination thereof, shall be settled by
binding arbitration to be held in Suffolk County, Massachusetts, in accordance
with the National Rules for the Resolution of Employment Disputes then in effect
of the American Arbitration Association (the "Rules"). The arbitrator may grant
injunctions or other relief in such dispute or controversy. The decision of the
arbitrator shall be final, conclusive and binding on the parties to the
arbitration. Judgment may be entered on the arbitrator's decision in any court
having jurisdiction.

                  (b) The arbitrator(s) shall apply Delaware law to the merits
of any dispute or claim, without reference to conflicts of law rules. The
arbitration proceedings shall be governed by federal arbitration law and by the
Rules, without reference to state arbitration law. Employee hereby consents to
the personal jurisdiction of the state and federal courts located in
Massachusetts for any action or proceeding arising from or relating to this
Agreement or relating to any arbitration in which the parties are participants.

                  (c) Employee understands that nothing in this Section modifies
Employee's at-will employment status. Either Employee or the Company can
terminate the employment relationship at any time, with or without Cause.

                  (d) EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION, WHICH
DISCUSSES ARBITRATION. EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING
OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE
INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EMPLOYEE'S RIGHT TO A
JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS
OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE
FOLLOWING CLAIMS:

                        (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF
EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT
OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND IMPLIED; NEGLIGENT OR
INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR INTENTIONAL
MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR
PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.

                        (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL
STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION
IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR
LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR
CODE SECTION 201, ET SEQ;

                        (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS
AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

         9. MISCELLANEOUS PROVISIONS.

                  (a) NO DUTY TO MITIGATE. The Employee shall not be required to
mitigate the amount of any payment contemplated by this Agreement, nor shall any
such payment be reduced by any earnings that the Employee may receive from any
other source.

                  (b) WAIVER. No provision of this Agreement may be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Employee and by an authorized officer of the
Company (other than the Employee). No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.


                                      -5-

<PAGE>

                  (c) INTEGRATION. This Agreement, any outstanding stock option
agreements and any outstanding restricted stock purchase agreements referenced
herein represent the entire agreement and understanding between the parties as
to the subject matter herein and supersede all prior or contemporaneous
agreements, whether written or oral, with respect to this Agreement and any
stock option agreement.

                  (d) CHOICE OF LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the internal substantive
laws, but not the conflicts of law rules, of the State of Delaware.

                  (e) SEVERABILITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.

                  (f) EMPLOYMENT TAXES. All payments made pursuant to this
Agreement shall be subject to withholding of applicable income and employment
taxes.

                  (g) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.

                  IN WITNESS WHEREOF, each of the parties has executed this
Agreement, in the case of the Company by its duly authorized officer, as of the
day and year first above written.

COMPANY:                          VIANT  CORPORATION

                                  By: /s/ Robert L. Gett
                                     ------------------------------------------

                                  Title: Chairman and Chief Executive Officer
                                        ---------------------------------------



EMPLOYEE:                         /s/ Bruce Shoger
                                  ---------------------------------------------
                                  Signature

                                  Bruce Shoger
                                  ---------------------------------------------
                                  Printed Name






                                      -6-


</TEXT>
</DOCUMENT>
