REGISTER COM INC
AGREEMENT DATED JUNE 9, 2003
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<TYPE>EX-10.42
<SEQUENCE>3
<FILENAME>b325378ex10-42.htm
<DESCRIPTION>AGREEMENT DATED JUNE 9, 2003
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Prepared and filed by St Ives Burrups
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<p align="center"><font size="2" face="serif"><u>AGREEMENT</u></font></p>
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  <p><font size="2">This Agreement dated June 9, 2003 among the persons and entities
    listed on <u>Schedule A</u> (collectively, the &#147;<u>RCM Group</u>&#148;,
    and individually a &#147;<u>member</u>&#148; of the RCM Group) and Register.com,
    Inc. (the &#147;<u>Company</u>&#148;). In consideration of and reliance
    upon the mutual covenants and agreements contained herein, and for other good
    and valuable consideration, the receipt and sufficiency of which is hereby
    acknowledged, the parties hereto agree as follows:</font></p>
  <p align="left"><font size="2" face="serif">1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Representations
    and Warranties of the Company</u>. The Company hereby represents and warrants
    to the RCM Group that this Agreement has been duly authorized, executed and
    delivered by the Company, and is a valid and binding obligation of the Company,
    enforceable against the Company in accordance with its terms.</font></p>
  <p align="left"> <font size="2" face="serif">2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Representations
    and Warranties of the RCM Group</u>. Each member of the RCM Group represents
    and warrants to the Company that this Agreement has been duly authorized,
    executed and delivered by such member, and is a valid and binding obligation
    of such member, enforceable against such member in accordance with its terms.
    Each member of the RCM Group hereby represents and warrants to the Company
    that it and its Affiliates and Associates (as such terms are hereinafter defined)
    are the &#147;beneficial owners&#148; (as such term is hereinafter defined)
    of the number of shares of the Company&#146;s common stock (&#147;Shares&#148;)
    (including any direct or indirect rights, options or agreements to acquire
    Shares) as set forth on <u>Schedule A</u> with respect to such member, and
    that neither it nor its Affiliates or Associates beneficially own, or have
    any rights, options or agreements to acquire or vote, any other Shares. For
    purposes of this Agreement: the terms &#147;Affiliate&#148; and &#147;Associate&#148;
    shall have the respective meanings set forth in Rule 12b-2 promulgated by
    the Securities and Exchange Commission (the &#147;<u>SEC</u>&#148;) under
    the Securities Exchange Act of 1934, as amended (the &#147;<u>Exchange Act</u>&#148;);
    the terms &#147;beneficial owner&#148; and &#147;beneficially own&#148;
    shall have the same meanings as set forth in Rule 13d-3 promulgated by the
    SEC under the Exchange Act except that a person shall also be deemed to be
    the beneficial owner of all Shares which such person has the right to acquire
    pursuant to the exercise of any rights in connection with any securities or
    any agreement, regardless of when such rights may be exercised and whether
    they are conditional; and the terms &#147;<u>person</u>&#148; or &#147;<u>persons</u>&#148;
    shall mean any individual, corporation (including not-for-profit), general
    or limited partnership, limited liability or unlimited liability company,
    joint venture, estate, trust, association, organization or other entity of
    any kind or nature.</font></p>
  <p align="left"> <font size="2" face="serif">3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Distribution</u>.
    The Company shall effect one or more transactions resulting in the distribution
    (including by way of one or more dividends or distributions, tender offers
    or other stock repurchases) to its common stockholders of an aggregate of
    at least $120 million in cash by September&nbsp;1, 2003.</font></p>
  <p align="left"> <font size="2" face="serif">4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Board
    Nomination</u>. The Company agrees to include James A. Mitarotonda in its
    board of directors&#146; slate of nominees for election as a director of
    the Company and use its reasonable best efforts to cause the election of Mr.
    Mitarotonda at its 2003 annual meeting of stockholders (including without
    limitation recommending that the Company&#146;s stockholders vote in favor
    of Mr. Mitarotonda&#146;s election), which shall be called as soon as reasonably
    practicable, and to obtain the agreement of each of its current directors
    to vote their Shares in favor of the election of Mr. Mitarotonda as a director
    of the Company at its 2003 annual meeting of stockholders. If Mr. Mitarotonda
    dies or becomes disabled prior to the 2003 annual meeting of stockholders
    or during his term as a director, the Company shall offer to appoint to its
    board of directors in his stead one member of the slate of nominees set forth
    in the Barington Letters (as hereinafter defined) who shall be selected by
    the board of directors of the Company or the nominating committee of the Company&#146;s
    board of directors (the &#147;Successor Director&#148;).</font></p>
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  <p> <font size="2" face="serif">5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>2003 Annual
    Meeting</u>. (a) No member of the RCM Group nor any Affiliate or Associate
    of any such members shall (i) solicit proxies or engage in a proxy contest
    with respect to the election of directors or any other proposal to be considered
    at the Company&#146;s 2003 annual meeting of stockholders or present any
    proposal for consideration at such annual meeting of stockholders, (ii) encourage
    any other person to solicit proxies or engage in a proxy contest with respect
    to the election of directors or any other proposal to be considered at the
    Company&#146;s 2003 annual meeting of stockholders or present any other proposal
    for consideration at such annual meeting of stockholders or (iii) act, or
    encourage any other person to act, to cause a date to be set for the Company&#146;s
    2003 annual meeting of stockholders. In furtherance of the foregoing, Barington
    Companies Equity Partners, L.P. (&#147;<u>Barington</u>&#148;), hereby withdraws
    its letters dated January 24, 2003, February 14, 2003 and March 13, 2003 (the
    &#147;<u>Barington Letters</u>&#148;) providing notice to the Company of
    its intention to nominate certain individuals for election as directors of
    the Company at its 2003 annual meeting of stockholders (the &#147;<u>Stockholder
    Nomination</u>&#148;) and to submit the other proposals set forth in such
    letters for consideration at such annual meeting (the &#147;<u>Other Proposals</u>&#148;),
    and Barington and the other members of the RCM Group shall immediately cease
    all efforts, direct or indirect, in furtherance of the Stockholder Nomination
    and the Other Proposals and any related solicitation, and any other action
    to obtain or influence control of the Company, and shall not vote, deliver
    or otherwise use any proxies heretofore obtained in connection with the Stockholder
    Nomination and the Other Proposals. During the Standstill Period (as such
    term is hereinafter defined), except as otherwise provided in paragraphs 6
    and 7, each member of the RCM Group agrees to vote all the Shares which he
    or it beneficially owns as of the record date for the Company&#146;s meetings
    of stockholders at which directors are elected in favor of each of those individuals
    nominated as directors by the Company&#146;s board of directors.</font></p></div>

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  <p><font size="2" face="serif">(b)&nbsp;&nbsp;At or prior to the Company&#146;s
    2003 annual meeting of stockholders, the Company will finalize a business
    plan, which will address the Company&#146;s restructuring plan and its outlook
    for revenues, contemplated cost structure and operating earnings, giving effect
    to the restructuring plan, sought to be attained by the end of 2004. The Company
    will consult with Mr. Mitarotonda in connection with finalizing the business
    plan and will publicly disclose certain key aspects of the business plan at
    or prior to the 2003 annual meeting. </font></p>
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  <p><font size="2">6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Standstill Period</u>.
    Each member of the RCM Group agrees that, from the date of this Agreement
    until the Company&#146;s 2005 annual meeting of stockholders (such period,
    the &#147;<u>Standstill Period</u>&#148;), neither it nor any of its Affiliates
    or Associates will in any manner, directly or indirectly: (a) effect or seek
    (including, without limitation, entering into any discussions, negotiations,
    agreements or understandings with any third person), offer or propose (whether
    publicly or otherwise) to effect, or cause or participate in, or in any way
    assist or facilitate any other person to effect or seek, offer or propose
    (whether publicly or otherwise) to effect or participate in, (i) any acquisition
    of any securities (or beneficial ownership thereof), or rights or options
    to acquire any securities (or beneficial ownership thereof), or any assets
    or businesses, of the Company or any of its subsidiaries, (ii) any tender
    offer or exchange offer, merger, acquisition or other business combination
    involving the Company or any of its subsidiaries, (iii) any recapitalization,
    restructuring, liquidation, dissolution or other extraordinary transaction
    with respect to the Company or any of its subsidiaries, or (iv) any solicitation
    of proxies or consents to vote any voting securities of the Company; (b) form,
    join or in any way participate in a &#147;group&#148; (as defined under
    the Exchange Act) with respect to the Company; (c) otherwise act, alone or
    in concert with others, to seek to control or influence the management, board
    of directors or policies of the Company or initiate or take any action to
    obtain representation on the board of directors of the Company; (d) take any
    action which would, or would reasonably be expected to, force the Company
    to make a public announcement regarding any of the types of matters set forth
    in (a) above; or (e) enter into any discussions or arrangements with any third
    party with respect to any of the foregoing. Each member of the RCM Group also
    agrees during the Standstill Period not to request, directly or indirectly,
    any amendment or waiver of any provision of this paragraph 6 (including this
    sentence) by the Company or any of its Associates, Affiliates, agents or representatives.
    The foregoing notwithstanding, the RCM Group may, in its discretion, and subject
    to compliance with its other obligations under this Agreement (W) nominate
    directors for the Company&#146;s 2005 annual meeting of stockholders and
    solicit proxies in support of such nominees a reasonable time in advance of
    such 2005 annual meeting, (X) make and consummate a proposal or a tender offer
    or exchange offer to acquire all of the Company&#146;s Shares, (Y) acquire
    additional Shares; <u>provided</u> that none of the RCM Group, its members
    or their Affiliates or Associates shall acquire beneficial ownership of any
    Shares if upon such acquisition they would collectively beneficially own in
    excess of 8% of the Company&#146;s Shares which are then outstanding or (Z)
    provide notice during the period prescribed under the Company&#146;s bylaws
    to nominate any person for election as director at the Company&#146;s 2004
    annual meeting of stockholders and in the event that such notice is duly given
    during the prescribed period (i) Mr. Mitarotonda (or, if applicable, the Successor
    Director) shall thereupon resign his position as a member of the Company&#146;s
    board of directors (if he has not done so previously) and (ii) if such notice
    shall be duly given during the prescribed period and such resignation shall
    occur, then thereafter (A) the RCM Group shall be entitled to solicit proxies
    and vote its Shares in its sole discretion at such meeting and (B) subject
    to compliance with the Company&#146;s insider trading and other policies
    applicable to directors, the RCM Group shall not be subject to the restrictions
    set forth in this paragraph 6. If the RCM Group shall continue to be subject
    to and shall be in compliance with the restrictions set forth in this paragraph
    6 through the time of the Company&#146;s 2004 annual meeting of stockholders,
    the Company agrees to include Mr. Mitarotonda (or the Successor Director,
    if he shall be in office instead of Mr. Mitarotonda) in its board of directors&#146;
    slate of nominees for election as a director of the Company and use its reasonable
    best efforts to cause the election of Mr. Mitarotonda (or the Successor Director)
    at its 2004 annual meeting of stockholders, including without limitation recommending
    that the Company&#146;s stockholders vote in favor of the election of Mr.
    Mitarotonda (or the Successor Director).</font></p>
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  <p><font size="2">7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Special Meeting</u>. In
    the event that the Company fails to comply with its commitments in accordance
    with paragraphs 3, 4 and 5(b) (except by reason of a court order or other
    circumstance beyond its control), the Company shall, at Barington&#146;s
    request, call a special meeting of stockholders (the &#147;<u>Special Meeting</u>&#148;)
    and use its reasonable best efforts to cause such meeting to be held no earlier
    than 60 days nor later than 75 days after Barington&#146;s request, unless
    the Company complies with such commitments prior to the time the Special Meeting
    is held. At the Special Meeting, the stockholders shall vote on the removal
    of the Company&#146;s directors and Barington will be entitled, in compliance
    with the Company&#146;s by-laws, to nominate directors for election to the
    Company&#146;s board of directors to replace directors who are removed, and
    notwithstanding the restrictions and obligations set forth in paragraph 6,
    the RCM Group shall be entitled to solicit proxies and vote its shares in
    its sole discretion at the Special Meeting. The parties agree that the sole
    remedy for the Company&#146;s failure to perform or otherwise fulfill its
    obligations set forth in paragraphs 3, 4 and 5(b) (except by reason of a court
    order or other circumstance beyond its control) shall be the holding of the
    Special Meeting and termination of the restrictions set forth in paragraph
    6, and there will be no damages, liabilities, costs or other obligations,
    and no right to any payment, injunction or other mandatory or equitable relief
    (other than the holding of the Special Meeting and termination of such restrictions)
    arising from or in connection with any one or more of such failures or omissions.</font></p>
  <p align="left"> <font size="2" face="serif">8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Confidential
    Information</u>. Each member of the RCM Group (each, a &#147;<u>Recipient</u>&#148;)
    acknowledges the confidential and proprietary nature of the Confidential Information
    (as defined below), and each Recipient agrees that the Confidential Information
    (i) will be kept confidential by Recipient and Recipient&#146;s Representatives
    (as defined below) and (ii) without limiting the foregoing, will not be disclosed
    by Recipient or by Recipient&#146;s Representatives to any person except
    with the specific prior written consent of the Company. As used in this Agreement,
    the term &#147;<u>Confidential Information</u>&#148; means and includes
    any and all of the information concerning the business and affairs of the
    Company that may hereafter be disclosed to Recipient by the Company or by
    the directors, officers, employees, agents, consultants, advisors or other
    representatives, including legal counsel, accountants and financial advisors
    (&#147;<u>Representatives</u>&#148;) of the Company; <u>provided</u> that
    &#147;<u>Confidential Information</u>&#148; shall not include information
    that (a) was in or enters the public domain or was or becomes generally available
    to the public other than as a result of disclosure by any Recipient or any
    Representative thereof or (b) was independently acquired by Recipient without
    violating any of the obligations of Recipient or its Representatives under
    this Agreement or any other confidentiality agreement, or under any other
    contractual, legal, fiduciary or binding obligation of any Recipient or any
    of its Representatives.</font></p>
  <p align="left"><font size="2" face="serif">9.&nbsp;&nbsp;<u>Expenses</u>. Within
    five business days after receiving documentation thereof, the Company shall
    pay to Barington Capital Group, L.P. the actual out-of-pocket expenses (up
    to a maximum of $175,000) incurred to the date hereof by the members of the
    RCM Group in connection with the potential proxy contest referred to in the
    Barington Letters.</font></p>
  <p align="left"> <font size="2" face="serif">10.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Public
    Announcement</u>. Barington and the Company shall announce this Agreement
    and the material terms hereof by means of a mutually acceptable joint press
    release as soon as practicable on or after the date hereof.</font></p>
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  <p><font size="2">11.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Miscellaneous</u>. Except
    as provided in paragraph 7, the parties hereto shall be entitled to an injunction
    or injunctions to prevent breaches of this Agreement and to enforce specifically
    the terms and provisions of this Agreement in the Court of Chancery or other
    federal or state courts of the State of Delaware, in addition to any other
    remedy to which they are entitled at law or in equity. Furthermore, each of
    the parties hereto (a) consents to submit itself to the personal jurisdiction
    of the Court of Chancery or other federal or state courts of the State of
    Delaware in the event any dispute arises out of this Agreement or the transactions
    contemplated by this Agreement, (b) agrees that it shall not attempt to deny
    or defeat such personal jurisdiction by motion or other request for leave
    from any such court, (c) agrees that it shall not bring any action relating
    to this Agreement or the transactions contemplated by this Agreement in any
    court other than the Court of Chancery or other federal or state courts of
    the State of Delaware, and each of the parties irrevocably waives the right
    to trial by jury, (d) agrees to waive any bonding requirement under any applicable
    law, in the case any other party seeks to enforce the terms by way of equitable
    relief and (e) each of the parties irrevocably consents to service of process
    by first class certified mail, return receipt requested, postage prepaid,
    to the address of such parties&#146; principal place of business or as otherwise
    provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS,
    INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF
    NEW YORK APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN
    SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
    </font></p>
  <p align="left"><font size="2" face="serif">12.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Severability</u>.
    If at any time subsequent to the date hereof, any provision of this Agreement
    shall be held by any court of competent jurisdiction to be illegal, void or
    unenforceable, such provision shall be of no force and effect, but the illegality
    or unenforceability of such provision shall have no effect upon the legality
    or enforceability of any other provision of this Agreement.</font></p>
  <p align="left"> <font size="2" face="serif">13.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<u>Counterparts</u>.
    This Agreement may be executed in two or more counterparts which together
    shall constitute a single agreement.</font></p>
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  <p><font size="2" face="serif">IN WITNESS WHEREOF, this Agreement has been duly
    executed and delivered by the duly authorized signatories of the parties as
    of the date hereof.</font></p>
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<table border="0" width="100%" cellspacing="0" cellpadding="0"> <tr valign="top"> <td align="left" width="46%"><p><font size="2" face="serif">REGISTER.COM,
        INC.</font><br>
        <font size="2" face="serif">By:<u>/s/ Mitchell Quain</u></font><br>
        <font size="2" face="serif">Name: <u>Mitchell Quain</u></font><br>
        <font size="2" face="serif">Title: <u>Chairman</u></font></p>
      <p> RAMIUS SECURITIES, LLC<br>
        <font size="2" face="serif">By: <u>/s/ Jeffery Soloman</u></font><br>
        <font size="2" face="serif">Name: <u>Jeffery Soloman</u></font><br>
        <font size="2" face="serif">Title: <u>Vice President</u></font></p>
      <p>RCM ACQUISITION CO., LLC<br>
        <font size="2" face="serif">By:<u>/s/ James A. Mitarotonda</u></font><br>
        <font size="2" face="serif">Name: <u>James A. Mitarotonda</u></font><br>
        <font size="2" face="serif">Title: <u>Authorized Signatory</u></font></p>
      </td> <td align="left"><p>BARINGTON COMPANIES EQUITY PARTNERS, L.P.<br>
        <font size="2" face="serif">By: Barington Companies Investors, LLC</font>
        <font size="2" face="serif"> General Partner</font><br>
        <font size="2" face="serif">By: <u>/s/ James A. Mitarotonda</u></font><br>
        <font size="2" face="serif">Name: <u>James A. Mitarotonda</u></font><br>
        <font size="2" face="serif">Title: <u>Managing Member</u></font></p>
      <p>JEWELCOR MANAGEMENT, INC.<br>
        <font size="2" face="serif">By: <u>/s/ Seymour Holtzman</u></font><br>
        <font size="2" face="serif">Name: <u>Seymour Holtzman</u></font><br>
        <font size="2" face="serif">Title: President</font></p>
      <p>RCG AMBROSE MASTER FUND, LTD.<br>
        <font size="2" face="serif">By: <u>/s/ Mark Mitchell</u></font><br>
        <font size="2" face="serif">Name: <u>Mark Mitchell</u></font><br>
        <font size="2" face="serif">Title: <u>Managing Director</u></font></p>
      <p> JAMES A. MITAROTONDA<br>
        <font size="2" face="serif"><u>/s/ James A. Mitarotonda</u></font></p>
      <p><br>
        <font size="2" face="serif">SEYMOUR HOLTZMAN<br>
        </font><font size="2" face="serif"><u>/s/ Seymour Holtzman</u></font></p></td> </tr> </table>
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<p align="center"><font size="2" face="serif">SCHEDULE A</font></p>
<table border="0" width="100%" cellspacing="0" cellpadding="0">
<tr valign="top">
<td align="left" width="47%"><font size="2" face="serif">Name</font></td>
<td align="center" width="25%"><font size="2" face="serif"><u>Shares directly owned</u></font></td>
<td align="center"><font size="2" face="serif"><u>Shares subject to rights or agreements</u></font></td>
</tr>
<tr valign="top">
<td align="left"><font size="2" face="serif">Barington Companies Equity Partners, L.P., </font><br>
<font size="2" face="serif">RCM Acquisition Co., LLC, </font><br>
<font size="2" face="serif">Jewelcor Management, Inc., </font><br>
<font size="2" face="serif">RCG Ambrose Master Fund, Ltd., </font><br>
<font size="2" face="serif">Ramius Securities, LLC </font><br>
<font size="2" face="serif">James A. Mitarotonda</font><br><font size="2" face="serif">Seymour Holtzman</font></td>
<td align="center"><font size="2" face="serif">499,495</font><br>
<font size="2" face="serif">0</font><br>
<font size="2" face="serif">539,497</font><br>
<font size="2" face="serif">499,487</font><br>
<font size="2" face="serif">499,487</font><br>
<font size="2" face="serif">0</font><br>
<font size="2" face="serif">0</font></td>
<td align="center"><font size="2" face="serif">0</font><br>
<font size="2" face="serif">0</font><br>
<font size="2" face="serif">0</font><br>
<font size="2" face="serif">0</font><br>
<font size="2" face="serif">0</font><br>
<font size="2" face="serif">0</font><br>
<font size="2" face="serif">0</font></td>
</tr>
</table>
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