VIEWPOINT CORP
TERMINATION PROTECTION AGREEMENT
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<TYPE>EX-10.5
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<FILENAME>y89325exv10w5.htm
<DESCRIPTION>TERMINATION PROTECTION AGREEMENT
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<P align="right"><FONT size="2"><B>Exhibit&nbsp;10.5</B>
</FONT>


<P align="center"><FONT size="2"><B>VIEWPOINT CORPORATION<BR>
TERMINATION PROTECTION AGREEMENT</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>AGREEMENT </B>effective April&nbsp;30, 2003 between VIEWPOINT CORPORATION, a
Delaware Corporation with its principal office at 498 Seventh Avenue, New York,
NY 10018 (the &#147;Company&#148;) and Brian J. O&#146;Donoghue (&#147;Executive&#148;).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, Executive has important management responsibilities and talents
which benefit the Company and its affiliates; and
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Company believes that its best interests are served if
Executive is encouraged to remain with the Company and the Company has
determined that Executive&#146;s ability to perform Executive&#146;s responsibilities and
utilize Executive&#146;s talents for the benefit of the Company, and the Company&#146;s
ability to retain Executive as an employee, will be significantly enhanced if
Executive is provided with fair and reasonable protection from the risks
associated with a change in ownership or control of the Company; and
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, the Board has approved the terms and provisions of this Agreement
at its meeting on April&nbsp;30, 2003,
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, the Company and Executive hereby agree as follows:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Defined Terms.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless otherwise indicated, capitalized terms used in this Agreement which
are defined in Schedule&nbsp;A shall have the meanings set forth in Schedule&nbsp;A.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective Date; Term.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall commence on April&nbsp;30, 2003 (the &#147;Effective Date&#148;) and
shall continue in effect through December&nbsp;31, 2006.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Change in Control Benefits.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Full Option Conversion Upon Change in Control; Full Vesting Upon
Termination. Notwithstanding any provision in the Company&#146;s equity incentive
plans (the &#147;Equity Plans&#148;), or the terms of any option grant pursuant to any
employment contract or other arrangement: (i)&nbsp;all vested and unvested options
previously granted to Executive shall be converted into options of the Acquiror
on and as of the date of the Change in Control and remain outstanding and
subject to the provisions of this Section; and (ii)&nbsp;any outstanding, unvested,
or unexercisable stock options shall become fully exercisable and vested as of
the Termination Date (as defined below) and remain exercisable for twelve
months thereafter; provided, however, that no stock option shall be
exercisable following the tenth anniversary of its date of grant.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain Severance Benefits. If Executive&#146;s employment with the Company
or its affiliates is terminated at any time within two (2)&nbsp;years following a
Change in Control by the Company or its affiliates without Cause, or by
Executive for Good Reason (the effective date of either such termination
hereafter referred to as the &#147;Termination Date&#148;), Executive shall be entitled
to the benefits provided hereafter in this Section&nbsp;3 and as otherwise set forth
in this Agreement. If Executive&#146;s employment is terminated within one (1)&nbsp;year
prior to a Change in Control, and Executive reasonably demonstrates after such
Change in Control that such termination was
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<P align="left"><FONT size="2"> at the request or suggestion of any individual or entity who or which
ultimately effects a Change in Control (an &#147;Anticipatory Termination&#148;), this
Agreement shall become effective upon such Change in Control involving such
individual or entity, and Executive&#146;s Termination Date shall be deemed to have
occurred immediately following the Change in Control, and therefore Executive
shall be entitled to the benefits provided hereafter in this Section&nbsp;3 and as
otherwise set forth in this Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Within thirty (30)&nbsp;business days after the Termination Date, the
Company shall pay Executive the aggregate of the following amounts:
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Executive&#146;s earned but unpaid base salary through the Termination Date
at the rate in effect on the Termination Date, or if higher, at the highest
rate in effect at any time within the 90-day period preceding the Change in
Control;
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;any unpaid bonus, if any, payable to Executive in respect of the
calendar year ending prior to the Termination Date; and
</FONT>


<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;a lump sum amount, in cash, equal to 2.99 times Executive&#146;s Annual
Compensation.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;Continued Welfare Benefit Plan Coverage. Until the third anniversary
of the Termination Date, Executive and Executive&#146;s family shall be eligible, at
the Company&#146;s expense to Participate in each of the Company&#146;s welfare benefit
plans, including, without limitation, all medical, prescription, dental,
disability, salary continuance, group life, accidental death and travel
accident insurance plans and programs of the Company, at the highest level
provided to Executive during the period beginning immediately prior to the
Change in Control and ending on the Termination Date; provided, however, that
if Executive becomes employed by a new employer, the coverages provided by the
Company pursuant to this sentence shall become secondary to those coverages
provided by Executive&#146;s new employer. In addition, Executive will be entitled
to full COBRA continuation coverage commencing on the third anniversary of the
Termination Date.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;Outplacement Services. The Company shall provide Executive with
standard outplacement services by any one qualified outplacement agency
selected by the Company and reasonably satisfactory to Executive, so long as
the cost of such service does not exceed $20,000 to the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;Other Payments And Benefits. Executive shall be entitled to receive
any payments or benefits that Executive is entitled to pursuant to the terms of
any Company plans, programs or arrangements (including, but not limited to,
retention arrangements) except that Executive shall not be entitled to receive
severance benefits in addition to those provided hereunder in connection with a
termination of employment following a Change in Control.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Mitigation.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive shall not be required to mitigate damages or the amount of any
payment provided for under this Agreement by seeking other employment or
otherwise, and compensation earned from such employment or otherwise shall not
reduce the amounts otherwise payable under this Agreement. No amounts payable
under this Agreement shall be subject to reduction or offset in respect of any
claims which the Company (or any other person or entity) may have against
Executive.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Gross-Up.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; In the event that any payment or benefit received or to be received by
Executive pursuant to the terms of this Agreement (the &#147;Contract Payments&#148;) or
otherwise in connection with Executive&#146;s termination of employment or
contingent upon a change in ownership or control pursuant to any plan or
arrangement or other agreement with the Company (or any affiliate) (&#147;Other
Payments&#148; and, together with the Contract Payments, the
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<P align="left"><FONT size="2"> &#147;Payments&#148;) would be subject to the excise tax (the &#147;Excise Tax&#148;) imposed
by Section&nbsp;4999 of the Code, as determined as provided below, the Company shall
pay to Executive, at the time specified in Section&nbsp;5(b) below, an additional
amount (the &#147;Gross-Up Payment&#148;) such that the net amount retained by Executive,
after deduction of the Excise Tax on the Payments and any federal, state and
local income or other tax and Excise Tax upon the payment provided for by this
Section&nbsp;5(a), and any interest, penalties or additions to tax payable by
Executive with respect thereto, shall be equal to the total value of the
Payments at the time such Payments are to be made. For purposes of determining
whether any of the Payments will be subject to the Excise Tax and the amounts
of such Excise Tax, (1)&nbsp;the total amount of the Payments shall be treated as
&#147;parachute payments&#148; within the meaning of Section&nbsp;280G(b)(2) of the Code, and
all &#147;excess parachute payments&#148; within the meaning of Section&nbsp;280G(b)(1) of the
Code shall be treated as subject to the Excise Tax, except to the extent that,
in the opinion of independent tax counsel selected by the Company&#146;s independent
auditors and reasonably acceptable to Executive (&#147;Tax Counsel&#148;), a Payment (in
whole or in part) does not constitute a &#147;parachute payment&#148; within the meaning
of Section&nbsp;280G(b)(2) of the Code, or such &#147;excess parachute payments&#148; (in
whole or in part) are not subject to the Excise Tax, (2)&nbsp;the amount of the
Payments that shall be treated as subject to the Excise Tax shall be equal to
the lesser of (A)&nbsp;the total amount of the Payments or (B)&nbsp;the amount of &#147;excess
parachute payments&#148; within the meaning of Section&nbsp;280G(b)(1) of the Code (after
applying clause (1)&nbsp;hereof), and (3)&nbsp;the value of any noncash benefits or any
deferred payment or benefit shall be determined by Tax Counsel in accordance
with the principles of Sections&nbsp;280G(d)(3) and (4)&nbsp;of the Code. For purposes
of determining the amount of the Gross-Up Payment, Executive shall be deemed to
pay federal income tax at the highest marginal rates of federal income taxation
applicable to individuals in the calendar year in which the Gross-Up Payment is
to be made and state and local income taxes at the highest effective rates of
taxation applicable to individuals as are in effect in the state and locality
of Executive&#146;s residence or place of employment in the calendar year in which
the Gross-Up Payment is to be made, net of the maximum reduction in federal
income taxes that can be obtained from deduction of such state and local taxes,
taking into account any limitations applicable to individuals subject to
federal income tax at the highest marginal rates.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; The Gross-Up Payments provided for in Section&nbsp;5(a) hereof shall be
made upon the earlier of (i)&nbsp;the payment to Executive of any Payment or (ii)
the imposition upon Executive or payment by Executive of any Excise Tax.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than 10 business days after Executive is informed in
writing of such claim and shall apprise the Company of the nature of such claim
and the date on which such claim is requested to be paid. Executive shall not
pay such claim prior to the expiration of the 30&nbsp;day period following the date
on which Executive gives such notice to the Company (or such shorter period
ending on the date that any payment of taxes with respect to such claim is
due). If the Company notifies Executive in writing prior to the expiration of
such period that it desires to contest such claim, Executive shall:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;give the Company any information reasonably requested by the
Company relating to such claim;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;take such action in connection with contesting such claim as
the Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation with
respect to such claim by an attorney reasonably selected by the Company
and reasonably satisfactory to Executive;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;cooperate with the Company in good faith in order to
effectively contest such claim; and
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;permit the Company to participate in any proceedings relating
to such claim;
</FONT>

<P align="left"><FONT size="2">provided, however, that the Company shall bear and pay directly all costs and
expenses (including, but not limited to, additional interest and penalties and
related legal, consulting or other similar fees) incurred in connection with
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<P align="left"><FONT size="2">such contest and shall indemnify and hold Executive harmless, on an after-tax
basis, for any Excise Tax or other tax (including interest and penalties with
respect thereto) imposed as a result of such representation and payment of
costs and expenses.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp; The Company shall control all proceedings taken in connection with
such contest and, at its sole option, may pursue or forego any and all
administrative appeals, proceedings, hearings and conferences with the taxing
authority in respect of such claim and may, at its sole option, either direct
Executive to pay the tax claimed and sue for a refund or contest the claim in
any permissible manner, and Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as the Company shall
determine; provided, however, that if the Company directs Executive to pay such
claim and sue for a refund, the Company shall advance the amount of such
payment to Executive on an interest-free basis, and shall indemnify and hold
Executive harmless, on an after-tax basis, from any Excise Tax or other tax
(including interest or penalties with respect thereto) imposed with respect to
such advance or with respect to any imputed income with respect to such
advance; and provided, further, that if Executive is required to extend the
statute of limitations to enable the Company to contest such claim, Executive
may limit this extension solely to such contested amount. The Company&#146;s
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority. In addition, no position may be
taken nor any final resolution be agreed to by the Company without Executive&#146;s
consent if such position or resolution could reasonably be expected to
adversely affect Executive (including any other tax position of Executive
unrelated to the matters covered hereby).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp; As a result of any uncertainty in the application of Section&nbsp;4999 of
the Code at the time of the initial determination by the Company or the Tax
Counsel hereunder, it is possible that Gross-Up Payments which will not have
been made by the Company should have been made (&#147;Underpayment&#148;), consistent
with the calculations required to be made hereunder. In the event that the
Company exhausts its remedies and Executive thereafter is required to pay to
the Internal Revenue Service an additional amount in respect of any Excise Tax,
the Company or the Tax Counsel shall determine the amount of the Underpayment
that has occurred and any such Underpayment shall promptly be paid by the
Company to or for the benefit of Executive.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp; If, after the receipt by Executive of the Gross-Up Payment or an
amount advanced by the Company in connection with the contest of an Excise Tax
claim, Executive receives any refund with respect to such claim, Executive
shall promptly pay to the Company the amount of such refund (together with any
interest paid or credited thereon after taxes applicable thereto). If after
the receipt by Executive of an amount advanced by the Company in connection
with an Excise Tax claim, a determination is made that Executive shall not be
entitled to any refund with respect to such claim and the Company does not
notify Executive in writing of its intent to contest the denial of such refund
prior to the expiration of 30&nbsp;days after such determination, such advance shall
be forgiven and shall not be required to be repaid.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employment Status; No Effect Prior to Change in
Control; Termination for Cause; Voluntary Resignation.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event Executive&#146;s employment is terminated for any reason prior to
a Change in Control, other than in the case of an Anticipatory Termination,
Executive shall have no rights to any payments or benefits under this Agreement
and after any such termination, this Agreement shall be of no further force or
effect (although Executive may be entitled to benefits under other agreements
with the Company and/or its affiliates).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event Executive is terminated for Cause following a Change in
Control, or Executive terminates without Good Reason, Executive shall have no
rights to any payments or benefits under this Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification; Director&#146;s and Officer&#146;s Liability Insurance.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until the sixth anniversary of the Termination Date and for so long
thereafter as any claim for indemnification asserted on or prior to such date
has not been fully adjudicated (the &#147;Indemnification Period&#148;), the Company
shall indemnify, defend, and hold harmless Executive against all losses,
claims, damages, costs, expenses (including attorneys&#146; fees) or liabilities
(including attorneys&#146; fees) arising out of actions or omissions or alleged
actions or omissions which have occurred on or prior to the Termination Date to
the same extent and on the same terms and conditions (including with respect to
advancement of expenses) as permitted under applicable law and the Company&#146;s
certificate of incorporation and by-laws as in effect immediately prior to the
Change in Control. In addition, the Company shall maintain Director&#146;s and
Officer&#146;s liability insurance and, if Executive served or has served as a
fiduciary of any pension or benefit plan, ERISA fiduciary insurance, on behalf
of Executive, at the level in effect immediately prior to the Change in
Control, for the Indemnification Period.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Confidential Information.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Executive acknowledges that any confidentiality agreement entered into by
Executive and the Company remains in full force and effect and survives the
termination of his or her employment with the Company; provided that nothing
contained in such agreement or this Section&nbsp;8 shall prevent Executive from
being employed by a competitor of any of the Company or its affiliates or
utilizing Executive&#146;s general skills, experience, and knowledge, including
those developed while employed by any of the Company or its affiliates.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Disputes.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in New York, NY or, at
the option of Executive, in the county where Executive then resides, in
accordance with the Rules of the American Arbitration Association then in
effect, except that Executive may, at Executive&#146;s option, bring that action in
a court of competent jurisdiction, even if the Company has earlier instituted
an action hereunder. Judgment may be entered on an arbitrator&#146;s award relating
to this Agreement in any court having jurisdiction.
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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Costs of Proceedings.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company shall pay for all costs and expenses of Executive, at least
monthly, including attorneys&#146; fees and disbursements, in connection with any
legal proceeding (including arbitration), whether instituted by the Company or
by Executive, relating to the interpretation or enforcement of any provision of
this Agreement, except that if Executive instituted the proceeding and the
judge, arbitrator or other individual presiding over the proceeding
affirmatively finds that Executive instituted the proceeding in bad faith, then
Executive shall be required to pay all costs and expenses of Executive,
including attorney&#146;s fees and disbursements, and shall not be entitled to
reimbursement. The Company shall pay prejudgment interest on any money
judgment obtained by Executive as a result of such a proceeding, calculated at
the prime rate of interest as reported in the Wall Street Journal, as in effect
from time to time, from the date that payment should have been made to
Executive under this Agreement.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Successors And Assigns.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Except as otherwise provided herein, this Agreement shall be binding upon,
inure to the benefit of and be enforceable by the Company and Executive and
their respective heirs, legal representatives, successors and assigns. If the
Company shall be merged into or consolidated with another entity, the
provisions of this Agreement shall be binding upon and inure to the benefit of
the entity surviving such merger or resulting from such consolidation. The
Company shall require any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
or assets of the Company, by agreement in form and substance satisfactory to
Executive, to expressly assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform it
if no such succession had taken place. The provisions of this Section&nbsp;11 shall
continue to apply to each subsequent employer of Executive in the event of any
subsequent merger, consolidation or transfer of assets of such subsequent
employer.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Withholding.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the provisions of Sections&nbsp;4 and 5 hereof, the Company
may, to the extent required by law, withhold applicable federal, state and
local income and other taxes from any payments due to Executive hereunder.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Applicable Law.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement shall be governed by and construed in accordance with the
laws of the State of New York applicable to contracts made and to be performed
therein.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Entire Agreement; Supersedes Others.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement constitutes the entire agreement between the parties
regarding events occurring on or by reason of a Change in Control and
supersedes and overrides any prior agreement, arrangement, or understanding
between the Company and Executive regarding severance benefits or option
vesting on, by reason of, or following a Change in Control, including, but not
limited to the Employment Agreement dated April&nbsp;26, 2000, between the Company
and Executive. This Agreement may be changed only by a written agreement
executed by the Company and Executive.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15. Notice. Notices and all other communications provided for in this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered, delivered by a nationally recognized overnight delivery
service, or sent by certified mail, return receipt requested, postage prepaid,
addressed to the respective addresses last given by each party to the other,
provided that all notices to the Company shall be directed to the attention of
the Board with a copy to the Secretary of the Company. All notices and
communications shall be deemed to have been received on the date of delivery
thereof or on the third business day after the mailing thereof, except that
notice of change of address shall be effective only upon receipt.
</FONT>

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<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Severability. The provisions of this Agreement shall be deemed
severable, and the invalidity or unenforceability of any provision hereof shall
not affect the validity or enforceability of the other provisions hereof.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF</B>, the parties have executed this Agreement on the 5th
day of May, 2003.
</FONT>

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By:
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    <TD align="left" valign="top"><FONT size="2">/s/ SAMUEL H. JONES, JR.</FONT></TD>
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    <TD align="left" valign="top"><FONT size="2">Samuel H. Jones, Jr.</FONT></TD>
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    <TD align="left" valign="top"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;of the Board of Directors</FONT></TD>
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    <TD align="left" valign="top"><FONT size="2">/s/ BRIAN J. O&#146;DONOGHUE</FONT></TD>
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    <TD align="left" valign="top"><FONT size="2">Brian J. O&#146;Donoghue</FONT></TD>
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<P align="center"><FONT size="2"><B>Schedule&nbsp;A</B>
</FONT>


<P align="center"><FONT size="2"><B>CERTAIN DEFINITIONS</B>
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As used in this Agreement, and unless the context requires a different
meaning, the following terms, when capitalized, have the meaning indicated:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Acquiror&#148; means the publicly traded entity of any affiliated group
affecting a Change in Control of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Annual Compensation&#148; means the greater of (a)&nbsp;Executive&#146;s annual rate of
base salary in effect on the date of the Change in Control; or (b)&nbsp;the average
compensation earned by the Executive (including any and all bonuses reported to
the Internal Revenue Service as compensation to Executive) over the five
calendar years (annualized with respect to any such calendar year for which
Executive has been employed for only a portion thereof) immediately prior to
the calendar year in which the Change in Control occurs; provided, however,
that if the annualized amount of compensation expected to be earned by
Executive (including bonuses and the like) during the calendar year in which
the Change in Control occurs is greater than the compensation earned by the
Executive in any one of the five prior calendar years, than the annualized
amount in the calendar year in which the Change in Control occurs shall be
substituted for purposes of determining average compensation pursuant to this
clause (b).
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Cause&#148; shall mean Executive&#146;s termination of employment due to:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp; Executive&#146;s conviction of, or plea of guilty or nolo contendere to, a
felony or (ii)&nbsp;the willful engaging by Executive in gross misconduct which is
materially and demonstrably injurious to the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For a termination of employment to be for Cause: (a)&nbsp;Executive must
receive a written notice which indicates in reasonable detail the facts and
circumstances claimed to provide a basis for the termination of Executive&#146;s
employment for Cause; (b)&nbsp;Executive must be provided with an opportunity to be
heard no earlier than 30&nbsp;days following the receipt of such notice (during
which notice period Executive has the opportunity to cure and has failed to
cure or resolve the behavior in question); and (c)&nbsp;there must be a good faith
determination of Cause by at least three-quarters of the non-employee outside
director members of the Board.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Change in Control&#148; For the purpose of this Agreement, a &#147;Change in
Control&#148; shall, without limitation, be deemed to have occurred if:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; A third person, including a &#147;group&#148; as such term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended (the &#147;Exchange
Act&#148;), becomes the beneficial owner, directly or indirectly, of 50% or more of
the combined voting power of the Company&#146;s outstanding voting securities
ordinarily having the right to vote for the election of directors of the
Company; or
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; Within any 24&nbsp;month period, the persons who were directors
immediately before the beginning of such period (the &#147;Incumbent Directors&#148;)
shall cease (for any reason other than death) to constitute at least a majority
of the Board or the board of directors of a successor to the Company. For this
purpose, any director who was not a director at the beginning of such period
shall be deemed to be an Incumbent Director if such director was elected to the
Board by, or on the recommendation of or with the approval of, at least
three-quarters of the directors who then qualified as Incumbent Directors (so
long as such director was not nominated by a person who has expressed an intent
to effect a Change in Control or engage in a proxy or other control contest);
or
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; The consummation of (i)&nbsp;any consolidation, share exchange, merger or
amalgamation of the Company as a result of which the individuals and entities
who were the respective beneficial owners of the outstanding common stock of
the Company and the voting securities of the Company immediately prior to such
consolidation, share exchange, merger or amalgamation do not beneficially own,
immediately after such
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<P align="left"><FONT size="2"> consolidation, share exchange, merger or amalgamation, directly or
indirectly, 50% or more, respectively, of the common stock and combined voting
power of the voting securities entitled to vote of the company resulting from
such consolidation, share exchange, merger or amalgamation; or (ii)&nbsp;any sale,
lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets or earning power of the
Company; or
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp; The approval by the shareholders of a plan of complete liquidation or
dissolution of the Company.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Code&#148; means the Internal Revenue Code of 1986, as amended.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Company&#148; means Viewpoint Corporation and its successors and assigns.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Disability&#148; means total disability or permanent disability as determined
under the Company&#146;s long-term disability plan in which Executive participates,
as it exists from time to time.
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Good Reason&#148; means any of the following actions, without Executive&#146;s
express prior written approval, other than due to Executive&#146;s permanent
disability or death:
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp; any reduction in Executive&#146;s annual base salary;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp; Executive&#146;s duties, titles, responsibilities or authority (including
offices and reporting relationships) are materially diminished in comparison to
the duties, titles and responsibilities or authority enjoyed by Executive
immediately prior to the Change in Control at the Company, other than as a
result of an insubstantial and inadvertent action which is remedied by the
Company promptly after receipt of notice thereof by Executive;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp; the Company requiring Executive to be based at any office or
location which is located more than 25 miles from the location where Executive
was based immediately prior to the Change in Control;
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp; any material reduction of any fringe benefits, including any car
allowance or life insurance premium payments enjoyed by Executive during the
ninety (90)&nbsp;day period immediately prior to the Change in Control; or
</FONT>

<P align="left"><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)&nbsp; the failure of the Company to obtain a satisfactory agreement from
any successor to assume and agree to perform the Agreement, as contemplated in
Section&nbsp;11 of this Agreement.
</FONT>

<P align="left"><FONT size="2">Executive&#146;s continued employment shall not constitute consent to, or a waiver
of rights with respect to, any circumstances constituting Good Reason
hereunder. For purposes of the Agreement, any good faith determination of
&#147;Good Reason&#148; made by Executive shall be conclusive.
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