[LOGO OF NETRATINGS]
890 Hillview Ct., Suite 300
Milpitas, CA 95035
November 1, 2001
This letter sets forth our agreement with respect to the terms of your
employment with NetRatings, Inc. (the "Company"). We are pleased that you will
be serving as our President and Chief Operating Officer through the date of the
closing of our proposed acquisitions (the "Acquisitions") of Jupiter Media
Metrix, Inc. and ACNielson eRatings, Inc. ("eRatings") and assuming the position
of Chief Executive Officer of the Company upon the closing of the Acquisitions.
1. Base Cash Compensation. You shall be compensated at the base rate of
$29,166 per month (which equates to $350,000.00 on an annual basis),
payable at the same frequency as payroll is distributed to other Company
2. Bonus. You will be eligible for a bonus to be awarded in the discretion of
the Board of Directors. Your target bonus shall be $250,000 per annum. For
the remainder of calendar year 2001, you shall be guaranteed payment of at
least one-half of your target bonus, pro-rated to reflect your employment
start date of November 1, 2001. For calendar year 2002, you shall be
guaranteed payment of at least one-half of your target bonus, to be
prorated if your employment is terminated by the Company for other than
cause during the course of the year. Your bonus shall be paid at such times
during the course of the year as bonuses are paid to Company executives
3. Stock Option Grant. You will be granted an option to purchase 600,000
shares of the Company's common stock at an exercise price equal to the fair
market value of such common stock as of the date of grant. These options
will vest, commencing on the date you start full time employment for the
Company, as follows: 1/4 after twelve months and then ratably on a monthly
basis over the balance of a total 48 month vesting period.
4. Benefits. You will also be eligible for health insurance and other
Company-provided benefits in accordance with the terms of these benefit
plans in effect from time to time.
5. Expense Reimbursement. The Company shall reimburse you in accordance with
the Company's policies from time to time in effect for reasonable travel
reasonable business expenses incurred by you on behalf of the Company in
the performance of your duties under this Agreement.
6. "At Will". As is standard practice, all employment at the Company is
terminable at will. This means that you will be free to end your employment
with the Company at any time for any reason or for no reason. Similarly,
the Company may end your employment at any time for any reason, with or
without cause. This "at will" nature of your employment may not be changed
except in writing signed by you and the Chairman of the Board of the
7. Severance Payment. Subject to the provisions below, if your employment with
the Company terminates as a result of an Involuntary Termination (i) you
shall be paid twelve months' of your Total Annual Earnings as in effect as
of the date of such termination (with such payments made over the following
twelve months in accordance with normal Company payroll practices) and (ii)
the vesting on that number of shares as would have vested had you remained
employed with the Company over the twelve (12) month period following the
Involuntary Termination shall accelerate and such shares shall become fully
vested and immediately exercisable and shall remain exercisable for the
period prescribed in the stock option agreement covering such shares.
(a) If you voluntarily resign from the Company (and such resignation is not
an Involuntary Termination) or if the Company terminates your employment
for Cause, then you shall not be entitled to receive severance or other
benefits except for those (if any) as may then be established under the
Company's then existing benefit plans at the time of such termination.
(b) You shall not be entitled to any of the benefits described in this
Section unless and until you, in consideration for such benefits, executes
a release of claims in a form satisfactory to the Company; provided,
however, that such release shall not apply to any right of you to be
indemnified by the Company.
(c) The following terms referred to in this Agreement shall have the
Cause. "Cause" shall mean: (i) any act of personal dishonesty taken by you
in connection with your responsibilities as an employee which is intended
to result in substantial personal enrichment of you; (ii) your 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 you which constitutes misconduct and is injurious to the
Company; and (iv) continued willful violations by you of your obligations
to the Company after there has been delivered to you a written demand for
performance from the Company which describes the basis for the Company's
belief that you has not substantially performed his duties.
Involuntary Termination. "Involuntary Termination" shall mean (i) without
your express written consent, the reduction of your duties which results in
2 of 4
diminution of your position or responsibilities with the Company, or the
removal of you from your employment position in the Company other than for
Cause; (ii) without your express written consent, a material reduction by
the Company in your total cash compensation as in effect immediately prior
to such reduction; (iii) without your express written consent, a material
reduction by the Company in the kind or level of employee benefits to which
you are entitled immediately prior to such reduction with the result that
your overall benefits package is significantly reduced; or (iv) your death
or Disability (as defined below); or (v) any breach by the Company of any
material provision of this Agreement.
Disability. "Disability" shall mean your inability to perform your duties
as an employee of the Company as the result of your incapacity due to
physical or mental illness, and such inability, at least 26 weeks after its
commencement, is determined to be total and permanent by a physician
selected by the Company or its insurers and reasonably acceptable to you
(or your legal representative).
Total Annual Earnings. "Total Annual Earnings" means the sum of your annual
salary and targeted annual incentive bonus, as in effect immediately prior
to the date of your termination of employment with the Company.
8. Arbitration. The Company and you agree that any dispute or controversy
arising out of or relating to any interpretation, construction, performance
or breach of this Agreement shall be settled by arbitration to be held in
Santa Clara County, California, in accordance with the National Rules for
the Resolution of Employment Disputes then in effect of the American
Arbitration Association. 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 award in any court having jurisdiction.
9. No Assignment of Benefits. Your rights to payments or benefits under this
Agreement shall not be made subject to option or assignment, either by
voluntary or involuntary assignment or by operation of law, including
(without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this Section shall be
10. Employment Taxes. Payments made pursuant to this Agreement shall be subject
to withholding of applicable income and employment taxes.
(a) The Company is committed to the highest standards of integrity and to
treating our customers, employees, fellow workers, business partners and
competitors in good faith and fair dealing. We expect employees to share
the same standard and values. Because our proprietary and confidential
information is among our most important assets, we must ask, as a condition
of your employment, that you sign the attached Confidentiality and
3 of 4
Inventions Agreement and return it along with a signed copy of this letter.
By accepting this offer, you agree that throughout your employment, you
will observe all of the Company's rules governing conduct of our business
and employees, including our policies protecting employees from illegal
discrimination and harassment.
(b) You will also be required to complete an I-9 form that verifies your
work eligibility. This form is required by the Immigration & Naturalization
Service and will be given to you on your first day of employment.
(c) Employment with Company is a full-time job, requiring your complete
commitment. You may not compete with Company or work for any competing
entity, and you must obtain permission in advance from Company before
accepting any outside employment or board membership of any kind.
12. Entire Agreement and Release. This letter and the Company's confidentiality
agreement constitutes the full terms and conditions of your employment with
the Company and its subsidiaries. It supercedes any other oral or written
promises that may have been made to you outside of this letter, as well as
any agreement or arrangement which you may have had with eRatings. In
signing this letter, you confirm that you have no claims or causes of
action against eRatings or the Company of any kind or nature and release
eRatings and the Company and their directors, officers, employees,
affiliates and agents from any liability with respect to any claim or cause
of action which may have accrued prior to the date hereof. You acknowledge
that the Company is relying upon this representation in part in proceeding
with the Acquisition.
I am delighted to extend this offer to you and look forward to an exciting and
mutually rewarding business association. Please indicate your acceptance of this
offer by signing this letter below and returning it to me. A copy is enclosed
for your records.
NetRatings, Inc. ACCEPTED AND AGREED TO:
4 of 4