FINDWHAT.COM

 

                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

 

 

         THIS EXECUTIVE EMPLOYMENT AGREEMENT is made this 20th day of September

2002, (this "Agreement") between FindWhat.com ("FindWhat.com" or the "Company"),

a Nevada corporation, and Craig A. Pisaris-Henderson ("Executive").

 

                                    RECITALS

 

         A. Executive is currently employed by FindWhat.com as its Chief

Executive Officer and President on the terms and conditions stated in an

Employment Agreement between FindWhat.com and Executive, dated March 16, 2001

(the "Original Employment Agreement").

 

         B. The Company wishes to continue to employ Executive on the terms and

conditions set forth in this Amended and Restated Employment Agreement.

 

                             STATEMENT OF AGREEMENT

 

         In consideration of the foregoing, and of Executive's employment, the

parties agree as follows:

 

         1. Employment. The Original Employment Agreement is hereby terminated

and Executive's employment with FindWhat.com shall be upon the terms and

conditions hereinafter set forth to become effective upon execution of this

Agreement (the "Effective Time").

 

         2. Duties.

 

                  (a) Executive shall be employed: (i) as the Chief Executive

Officer and President of the Company, subject to the authority and discretion of

the Board of Directors, and (ii) to perform such other or additional duties and

responsibilities consistent with Executive's title(s), status, and position as

the Board of Directors of FindWhat.com may, from time to time, prescribe.

 

                  (b) So long as employed under this Agreement, Executive agrees

to competently, diligently and effectively discharge all duties of Executive

hereunder. Executive shall not be prohibited from engaging in such business,

charitable, or other activities, including serving as a director or consultant

to other businesses, which activities do not violate the other provisions of

this Agreement and the Confidentiality, Non-Competition and Assignment

Agreement, dated March 16, 2001, between the Company and the Executive.

 

                  (c) The Executive shall be based out of the Company's Ft.

Myers, Florida office. If the Company decides to terminate operations in the

Fort Myers, Florida area,

 

 

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Executive shall not be required to relocate and, to the extent the Executive

cannot perform his duties hereunder from his home in Fort Myers, his

non-performance will not constitute Cause (as defined below).

 

         3. Compensation. As full compensation for all services rendered to the

Company pursuant to this Agreement, in whatever capacity rendered, the Company

shall pay to Executive during the term hereof a minimum base salary at the rate

of $282,500 per year (the "Basic Salary"), payable in accordance with the usual

payroll practices of the Company. The Basic Salary thereafter may be increased,

but not decreased, from time to time, by the Board of Directors in connection

with reviews of Executive's performance occurring no less frequently than

annually. Executive will be entitled to receive incentive compensation pursuant

to the terms of plans adopted by the Board of Directors or its Compensation

Committee from time to time. The Board of Directors or its Compensation

Committee, as applicable, shall review Executive's performance on an annual

basis. In connection with such annual review, the Executive may be entitled to

receive additional stock option grants. Such options will be granted, if at all,

in the sole discretion of the Board of Directors or its Compensation Committee

on terms and conditions they determine. Notwithstanding the foregoing, (i) if

the Executive's employment with the Company is terminated by the Company without

Cause (as defined below) or by Executive for Good Reason (as defined below), or

(ii) there is a Change in Control of the Company (as defined below), any stock

options granted to Executive after the Effective Date shall immediately fully

vest and remain exercisable during the term as if the Executive were still

employed by the Company.

 

         4. Business Expenses. The Company shall promptly pay directly, or

reimburse Executive for, all business expenses to the extent such expenses are

paid or incurred by Executive during the term of employment in accordance with

Company policy in effect from time to time and to the extent such expenses are

reasonable and necessary to the conduct by Executive of the Company's business

and properly substantiated.

 

         5. Benefits. During the term of this Agreement and Executive's

employment hereunder, the Company shall provide to Executive such insurance,

vacation, sick leave and other like benefits as are provided to other executive

officers of the Company from time to time. Executive will use his reasonable

best efforts to schedule vacation periods to minimize disruption of the

Company's business.

 

         6. Term; Termination.

 

                  (a) The Company shall employ the Executive, and the Executive

accepts such employment, for an initial term commencing on the date of this

Agreement and ending on the first anniversary of the date of this Agreement.

Thereafter, this Agreement shall be extended automatically for additional

twelve-month periods, unless terminated as described herein. Executive's

employment may be terminated at any time as provided in this Section 6. For

purposes of this Section 6, "Termination Date" shall mean the date on which any

notice period required under this Section 6 expires or, if no notice period is

specified in this Section 6, the effective date of the termination referenced in

the notice.

 

                  (b) The Company may terminate Executive's employment without

Cause (as

 

 

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defined below) upon giving 30 days' advance written notice to Executive. If

Executive's employment is terminated without Cause under this Section 6(b), the

Executive shall be entitled to receive (A) the earned but unpaid portion of

Executive's Basic Salary and pro rata portion of Executive's bonus, if any,

through the Termination Date; (B) over a period of twelve (12) months after such

termination (the "Severance Period") an amount equal to two (2) times the sum of

his (i) Basic Salary at the time of Termination, plus (ii) the Termination Bonus

(as defined below); (C) any other amounts or benefits owing to Executive under

the then applicable employee benefit, long term incentive or equity plans and

programs of the Company, which shall be paid or treated in accordance with

Section 3 hereof and otherwise in accordance with the terms of such plans and

programs; and (D) benefits, (including, without limitation health, life,

disability and pension) as if Executive were an employee during the Severance

Period.

 

                  (c) The Company may terminate Executive's employment upon a

determination by the Company that "Cause" exists for Executive's termination and

the Company serves written notice of such termination upon Executive. As used in

this Agreement, the term Cause shall refer only to any one or more of the

following grounds:

 

                           (i) commission of a material and substantive act of

         theft, including, but not limited to, misappropriation of funds or any

         property of the Company;

 

                           (ii) intentional engagement in activities or conduct

         clearly injurious to the best interests or reputation of the Company

         which in fact result in material and substantial injury to the Company;

 

                           (iii) refusal to perform his assigned duties and

         responsibilities (so long as the Company does not assign any duties or

         responsibilities which would give the Executive Good Reason to

         terminate his employment as described in Section 6(e)) after receipt by

         Executive of written detailed notice and reasonable opportunity to

         cure;

 

                           (iv) gross insubordination by Executive, which shall

         consist only of a willful refusal to comply with a lawful written

         directive to Executive issued pursuant to a duly authorized resolution

         adopted by the Board of Directors (so long as the directive does not

         give the Executive Good Reason to terminate his employment as described

         in Section 6(e));

 

                           (v) the clear violation of any of the material terms

         and conditions of this Agreement or any written agreement or agreements

         Executive may from time to time have with the Company (following 30

         days' written notice from the Company specifying the violation and

         Executive's failure to cure such violation within such 30 day period);

 

                           (vi) Executive's substantial dependence, as

         determined by the Board of Directors of the Company, on alcohol or any

         narcotic drug or other controlled or illegal substance which materially

         and substantially prevents Executive from performing his duties

         hereunder; or

 

 

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                           (vii) the final and unappealable conviction of

         Executive of a crime which is a felony or a misdemeanor involving an

         act of moral turpitude, or a misdemeanor committed in connection with

         his employment by the Company, which causes the Company a substantial

         detriment.

 

In the event of a termination under this Section 6(c), the Company will pay

Executive the earned but unpaid portion of Executive's Basic Salary through the

Termination Date. If any determination of substantial dependence under Section

6(c)(vi) is disputed by the Executive, the parties hereto agree to abide by the

decision of a panel of three physicians appointed in the manner as specified in

Section 6(d) of this Agreement. If any determination of "Cause" is made under

items 6(c), (i), (ii), (iii), (iv), (v), or (vii) which Executive contests,

Executive shall have the opportunity, within 30 days of such determination, to

personally appear in front of the Board of Directors and present his case to the

Board of Directors and have the Board of Directors reconsider the determination

of Cause.

 

                  (d) Executive's employment shall terminate upon the death or

permanent disability of Executive. For purposes hereof, "permanent disability,"

shall mean the inability of the Executive, as determined by the Board of

Directors of FindWhat.com, by reason of physical or mental illness to perform

the duties required of him under this Agreement for more than 120 days in any

360 day period. Upon a determination by the Board of Directors of FindWhat.com

that Executive's employment shall be terminated under this Section 6(d), the

Board of Directors shall give Executive 30 days' prior written notice of the

termination. If Executive disputes a determination of the Board of Directors

under this Section 6(d), the parties agree to abide by the decision of a panel

of three physicians. FindWhat.com will select a physician, Executive will select

a physician and the physicians selected by FindWhat.com and Executive will

select a third physician. Executive agrees to make himself available for and

submit to examinations by such physicians as may be directed by the Company.

Failure to submit to any examination shall constitute a breach of a material

part of this Agreement. In the event of termination due to death or permanent

disability, the Company will pay Executive, or his legal representative, the

earned but unpaid portion of Executive's Basic Salary through the Termination

Date and the earned but unpaid portion of any vested incentive compensation

under and consistent with plans adopted by the Company prior to the Termination

Date.

 

                  (e) The Executive may terminate his employment for Good Reason

(as defined below) upon giving 30 days advance written notice to the Company. If

Executive's employment is terminated with Good Reason under this Section 6(e),

the Executive shall be entitled to receive (A) the earned but unpaid portion of

Executive's Basic Salary and pro rata portion of Executive's bonus, if any,

through the Termination Date; (B) over a period of twelve (12) months after such

termination an amount equal to two (2) times the sum of his (i) Basic Salary at

the time of Termination, plus (ii) the Termination Bonus (as defined below),

provided, however, in the event of termination pursuant to item (iv) below

(termination by Executive during the Window Period), the payment set forth in

this item (B) shall be calculated and paid as follows: over a period of twelve

(12) months after such termination an amount equal to one (1) times the sum of

his (i) Basic Salary at the time of Termination, plus (ii) the Termination

Bonus; (C) any other amounts or benefits owing to Executive under the then

applicable employee benefit, long term incentive or equity plans and programs of

the Company, which shall be paid or

 

 

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treated in accordance with Section 3 hereof and otherwise in accordance with the

terms of such plans and programs; and (D) benefits, (including, without

limitation health, life, disability and pension) as if Executive were an

employee during the Severance Period. As used in this Agreement, the term "Good

Reason" means:

 

                  (i)      a change in Executive's title(s), status, position or

                           responsibilities without Executive's written consent,

                           which does not represent a promotion from his

                           existing status, position or responsibilities,

                           despite Executive's written notice to the Company of

                           his objection to such change and the Company's

                           failure to address such notice in a reasonable

                           fashion within 30 days of such notice, provided,

                           however, the Company's naming a new President shall

                           not constitute Good Reason for this subparagraph (i);

                  (ii)     the assignment to Executive of any duties or

                           responsibilities which are inconsistent with his

                           status, position or responsibilities as set forth in

                           Section 2 hereof, despite Executive's written notice

                           to the Company of his objection to such change and

                           the Company's failure to address such notice in a

                           reasonable fashion within 30 days of such notice;

                  (iii)    if there is a reduction in Executive's Basic Salary;

                  (iv)     during the "Window Period" (as defined below) if

                           there is a Change in Control of the Company (as

                           defined below);

                  (v)      a breach by the Company of any material term or

                           provision of this Agreement; or

                  (vi)     a relocation of the Company's offices in Fort Myers,

                           Florida to a location more than 35 miles from the

                           current location.

 

                  (f) The Executive may terminate his employment for any reason

(other than Good Reason) upon giving 30 days' advance written notice to the

Company. If Executive's employment is so terminated under this Section 6(f), the

Company will pay Executive the earned but unpaid portion of Executive's Basic

Salary through the Termination Date and the earned but unpaid portion of any

vested incentive compensation under and consistent with plans adopted by the

Company prior to the Termination Date.

 

                  (g) In the event of the Executive's death during the Severance

Period, payments of Basic Salary under this paragraph 6 and payments under the

Company's employee benefit plan(s) shall continue to be made in accordance with

their terms during the remainder of the Severance Period to the beneficiary

designated in writing for such purpose by the Executive or, if no such

beneficiary is specifically designated, to the Executive's estate.

 

                  (h) As used in this Agreement, the term "Bonus" shall mean any

bonus, incentive compensation or any other cash benefit paid or payable to the

Executive under any incentive compensation grant or plan, excluding signing

bonuses and the Company's stock option plan. For purposes of this Agreement, the

Executive's "Termination Bonus" shall be equal to the amount of the Executive's

Bonus for the four (4) fiscal quarters immediately preceding the Termination

Date, provided, however, if there has been a Change in Control of the Company

the

 

 

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<PAGE>

 

Termination Bonus shall be an amount equal to the greater of (i) the preceding

calculation or (ii) Executive's Bonus for the four (4) fiscal quarters

immediately preceding the Change in Control of the Company.

 

                  (i) As used in this Agreement, the term "Window Period" shall

mean the period of time after a Change in Control in which Executive can

terminate his employment with the Company for any reason and the termination

shall be deemed a termination for Good Reason for purposes of this Agreement.

The Window Period begins on the 180-day anniversary date of a Change in Control

and lasts for thirty (30) days.

 

                  (j) As used in this Agreement, the term "Change in Control"

shall mean the occurrence of any one of the following events:

 

                           (i) any Person is or becomes the Beneficial Owner,

directly or indirectly, of securities of the Company representing thirty-five

percent (35%) or more, excluding in the calculation of Beneficial Ownership

securities acquired directly from the Company, of the combined voting power of

the Company's then outstanding voting securities;

 

                           (ii) any Person is or becomes the Beneficial Owner,

directly or indirectly, of securities of the Company representing fifty-one

percent (51%) or more of the combined voting power of the Company's then

outstanding voting securities;

 

                           (iii) the following individuals cease for any reason

to constitute a majority of the number of directors then serving: individuals

who, on the Effective Date, constitute the Board and any new director (other

than a director whose initial assumption of office is in connection with an

actual or threatened election contest, including but not limited to a consent

solicitation, relating to the election of directors of the Company) whose

appointment or election by the Board or nomination for election by the Company's

stockholders was approved or recommended by a vote of the at least two-thirds

(2/3) of the directors then still in office who either were directors on the

Effective Date or whose appointment, election or nomination for election was

previously so approved or recommended;

 

                           (iv) there is a consummated merger or consolidation

of the Company or any direct or indirect subsidiary of the Company with any

other corporation, other than (A) 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 or parent entity) more than fifty

percent (50%) of the combined voting power of the voting securities of the

Company or such surviving or parent equity outstanding immediately after such

merger or consolidation or (B) a merger or consolidation effected to implement a

recapitalization of the Company (or similar transaction) in which no Person,

directly or indirectly, acquired twenty-five percent (25%) or more of the

combined voting power of the Company's then outstanding securities (not

including in the securities beneficially owned by such person any securities

acquired directly from the Company or its Affiliates); or

 

 

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<PAGE>

 

                           (v) the stock holders of the Company approve a plan

of complete liquidation of the Company or there is consummated on agreement for

the sale or disposition by the Company of all or substantially all of the

Company's assets (or any transaction having a similar effect), other than a sale

or disposition by the Company of all or substantially all of the Company's

assets to an entity, at least fifty percent (50%) of the combined voting power

of the voting securities of which are owned by stockholders of the Company in

substantially the same proportions as their ownership of the Company immediately

prior to such sale.

 

For purposes of this Section 6, the following terms shall have the following

meanings:

 

                           (i) "Affiliate" shall mean an affiliate of the

Company, as defined in Rule 12b-2 promulgated under Section 12 of the Securities

Exchange Act of 1934, as amended from time to time (the "Exchange Act");

 

                           (ii) "Beneficial Owner" shall have the meaning set

forth in Rule 13d-3 under the Exchange Act;

 

                           (iii) "Person" shall have the meaning set forth in

Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and

14(d) thereof, except that such term shall not include (1) the Company, (2) a

trustee or other fiduciary holding securities under an employee benefit plan of

the Company, (3) an underwriter temporarily holding securities pursuant to an

offering of such securities or (4) a corporation owned, directly or indirectly,

by the stockholders of the Company in substantially the same proportions as

their ownership of shares of Common Stock of the Company.

 

         7. Indemnity.

 

                  (a) Subject only to the exclusions set forth in Section 7(b)

hereof, the Company hereby agrees to hold harmless and indemnify Executive

against any and all expenses (including attorneys' fees), judgments, fines and

amounts paid in settlement actually and reasonably incurred by Executive in

connection with any threatened, pending or completed action, suit or proceeding,

whether civil, criminal, administrative or investigative (excluding an action by

or in the right of the Company) to which Executive is, was or at any time

becomes a party, or is threatened to be made a party, by reason of the fact that

Executive is, was or at any time becomes a director, officer, employee or agent

of the Company, or is or was serving or at any time serves at the request of the

Company as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise.

 

                  (b) The Company hereof shall not indemnify Executive pursuant

to Section 7(a):

 

                           (i) except to the extent the aggregate losses to be

         indemnified hereunder exceed the amount of such losses for which

         Executive is indemnified pursuant to any directors and officers

         liability insurance purchased and maintained by the Company;

 

 

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                           (ii) in respect to remuneration paid to Executive if

         it shall be determined by a final judgment or other final adjudication

         that such remuneration was in violation of law;

 

                           (iii) on account of any suit in which judgment is

         rendered against Executive for an accounting of profits made from the

         purchase or sale by Executive of securities of the Company pursuant to

         the provisions of Section 16(b) of the Securities Exchange Act of 1934

         and amendments thereto or similar provisions of any federal, state or

         local statutory law;

 

                           (iv) on account of Executive's material breach of any

         provision of this Agreement;

 

                           (v) on account of Executive's act or omission being

         finally adjudged to involve intentional misconduct, a knowing violation

         of law, or grossly negligent conduct; or

 

                           (vi) if a final decision by a Court having

         jurisdiction in the matter shall determine that such indemnification is

         not lawful.

 

                  (c) All agreements and obligations of the Company contained

herein shall continue during the period Executive is a director, officer,

employee or agent of the Company (or is or was serving at the request of the

Company as a director, officer, employee or agent of another corporation,

partnership, joint venture, trust or other enterprise) and shall continue

thereafter so long as Executive shall be subject to any possible claim or

threatened, pending or completed action, suit or proceeding, whether civil,

criminal or investigative, by reason of the fact that Executive was an officer

or director of the Company or serving in any other capacity referred to herein.

 

                  (d) Promptly after receipt by Executive of notice of the

commencement of any action, suit or proceeding, Executive will, if a claim in

respect thereof is to be made against the Company under this Section 7, notify

the Company of the commencement thereof; but the omission so to notify the

Company will not relieve it from any liability which it may have to Executive

otherwise than under this Section 7. With respect to any such action, suit or

proceeding as to which Executive notifies the Company under this Section 7(d):

 

                           (i) The Company will be entitled to participate

         therein at its own expense.

 

                           (ii) Except as otherwise provided below, to the

         extent that it may wish, the Company jointly with any other

         indemnifying party similarly notified will be entitled to assume the

         defense thereof, with counsel selected by the Company. After notice

         from the Company to Executive of its election so to assume the defense

         thereof, the Company will not be liable to Executive under this Section

         7 for any legal or other expenses subsequently incurred by Executive in

         connection with the defense thereof other than

 

 

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         reasonable costs of investigation or as otherwise provided below.

         Executive shall have the right to employ his counsel in such action,

         suit or proceeding but the fees and expenses of such counsel incurred

         after notice from the Company of its assumption of the defense thereof

         shall be at the expense of Executive, unless (A) the employment of

         counsel by Executive has been authorized by the Company, or (B) the

         Company shall not in fact have employed counsel to assume the defense

         of such action, in each of which cases the fees and expenses of counsel

         shall be at the expense of the Company. The Company shall not be

         entitled to assume the defense of any action, suit or proceeding

         brought by or on behalf of the Company.

 

                           (iii) The Company shall not be liable to indemnify

         Executive under this Agreement for any amounts paid in settlement of

         any action or claim effected without its written consent. The Company

         shall not settle in any manner that would impose any penalty or

         limitation on Executive without Executive's written consent. Neither

         the Company nor Executive will unreasonably withhold their consent to

         any proposed settlement.

 

                  (e) Executive agrees that Executive will reimburse the Company

for all customary and reasonable expenses paid by the Company in defending any

civil or criminal action, suit or proceeding against Executive in the event and

only to the extent that it shall be ultimately determined that Executive is not

entitled to be indemnified by the Company for such expenses under the provisions

of Nevada law (or the laws of the Company's state of incorporation at the time),

federal securities laws, the Company's By-laws or this Agreement.

 

         8. Certain Additional Payments by the Company.

 

                  (a) Anything in this Agreement to the contrary

notwithstanding, in the event it shall be determined that any payment, award,

benefit or distribution (or any acceleration of any payment, award, benefit or

distribution) by the Company (or any of its affiliated entities) or any entity

which effectuates a Change in Control (or any of its affiliated entities) to or

for the benefit of Executive (whether pursuant to the terms of this Agreement or

otherwise, but determined without regard to any additional payments required

under this Section 8) (the "Payments") would be subject to the excise tax

imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the

"Code"), or any interest or penalties are incurred by Executive with respect to

such excise tax (such excise tax, together with any such interest and penalties,

are hereinafter collectively referred to as the "Excise Tax"), then the Company

shall pay to Executive an additional payment (a "Gross-Up Payment") in an amount

such that after payment by Executive of all taxes (including any Excise Tax)

imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up

Payment equal to the sum of (x) the Excise Tax imposed upon the Payments and (y)

the product of any deductions disallowed because of the inclusion of the

Gross-up Payment in Executive's adjusted gross income and the highest applicable

marginal rate of federal income taxation for the calendar year in which the

Gross-up Payment is to be made. For purposes of determining the amount of the

Gross-up Payment, the Executive shall be deemed to (i) pay federal income taxes

at the highest marginal rates of federal income taxation for the calendar year

in which the Gross-up Payment is to be made, and (ii) pay applicable state and

local income taxes at the highest marginal rate of taxation for the calendar

year in which the

 

 

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Gross-up Payment is to be made, net of the maximum reduction in federal income

taxes which could be obtained from deduction of such state and local taxes.

Notwithstanding the foregoing provisions of this Section 8(a), if it shall be

determined that Executive is entitled to a Gross-Up Payment, but that the

Payments would not be subject to the Excise Tax if the Payments were reduced by

an amount that is less than 5% of the portion of the Payments that would be

treated as "parachute payments" under Section 280G of the Code, then the amounts

payable to Executive under this Agreement shall be reduced (but not below zero)

to the maximum amount that could be paid to Executive without giving rise to the

Excise Tax (the "Safe Harbor Cap"), and no Gross-Up Payment shall be made to

Executive. The reduction of the amounts payable hereunder, if applicable, shall

be made by reducing first the payments under Section 8, unless an alternative

method of reduction is elected by Executive. For purposes of reducing the

Payments to the Safe Harbor Cap, only amounts payable under this Agreement (and

no other Payments) shall be reduced.

 

                  If the reduction of the amounts payable hereunder would not

result in a reduction of the Payments to the Safe Harbor Cap, no amounts payable

under this Agreement shall be reduced pursuant to this provision.

 

                  (b) Subject to the provisions of Section 8(a), all

determinations required to be made under this Section 8(b), including whether

and when a Gross-Up Payment is required, the amount of such Gross-Up Payment,

the reduction of the Payments to the Safe Harbor Cap and the assumptions to be

utilized in arriving at such determinations, shall be made by the public

accounting firm that is retained by the Company as of the date immediately prior

to the Change in Control (the "Accounting Firm") which shall provide detailed

supporting calculations both to the Company and Executive within fifteen (15)

business days of the receipt of notice from the Company or the Executive that

there has been a Payment, or such earlier time as is requested by the Company

(collectively, the "Determination"). In the event that the Accounting Firm is

serving as accountant or auditor for the individual, entity or group effecting

the Change in Control, Executive may appoint another nationally recognized

public accounting firm to make the determinations required hereunder (which

accounting firm shall then be referred to as the Accounting Firm hereunder). All

fees and expenses of the Accounting Firm shall be borne solely by the Company

and the Company shall enter into any agreement requested by the Accounting Firm

in connection with the performance of the services hereunder. The Gross-up

Payment under this Section 8 with respect to any Payments shall be made no later

than thirty (30) days following such Payment. If the Accounting Firm determines

that no Excise Tax is payable by Executive, it shall furnish Executive with a

written opinion to such effect, and to the effect that failure to report the

Excise Tax, if any, on Executive's applicable federal income tax return will not

result in the imposition of a negligence or similar penalty. In the event the

Accounting Firm determines that the Payments shall be reduced to the Safe Harbor

Cap, it shall furnish Executive with a written opinion to such effect. The

Determination by the Accounting Firm shall be binding upon the Company and

Executive. As a result of the uncertainty in the application of Section 4999 of

the Code at the time of the Determination, it is possible that Gross-up Payments

which will not have been made by the Company should have been made

("Underpayment") or Gross-up Payments are made by the Company which should not

have been made ("Overpayment"), consistent with the calculations required to be

made hereunder. In the event that the Executive thereafter is required to make

payment of any Excise Tax or additional Excise Tax, the

 

 

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Accounting Firm shall determine the amount of the Underpayment that has occurred

and any such Underpayment (together with interest at the rate provided in

Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or

for the benefit of Executive. In the event the amount of the Gross-up Payment

exceeds the amount necessary to reimburse the Executive for his Excise Tax, the

Accounting Firm shall determine the amount of the Overpayment that has been made

and any such Overpayment (together with interest at the rate provided in Section

1274(b)(2) of the Code) shall be promptly paid by Executive (to the extent he

has received a refund if the applicable Excise Tax has been paid to the Internal

Revenue Service) to or for the benefit of the Company. Executive shall

cooperate, to the extent his expenses are reimbursed by the Company, with any

reasonable requests by the Company in connection with any contests or disputes

with the Internal Revenue Service in connection with the Excise Tax.

 

         9. Assignment. This Agreement is personal to Executive and Executive

may not assign or delegate any of his rights or obligations hereunder. Subject

to the foregoing, this Agreement shall be binding upon and inure to the benefit

of the respective parties hereto, their heirs, executors, administrators,

successors and assigns.

 

         10. Waiver. The waiver by either party hereto of any breach or

violation of any provision of this Agreement by the other party shall not

operate as or be construed to be a waiver of any subsequent breach by such

waiving party.

 

         11. Notices. Any and all notices required or permitted to be given

under this Agreement will be sufficient and deemed effective three (3) days

following deposit in the United States mail if furnished in writing and sent by

certified mail to Executive at:

 

                  FindWhat.com

                  12751 Westlinks Drive

                  Ft. Myers, Florida 33913

 

and to the Company at:

 

                  FindWhat.com

                  12751 Westlinks Drive

                  Ft. Myers, Florida 33913

                  Attention:  Chief Operating Officer

 

with a copy to:

 

                  John B. Pisaris

                  Porter, Wright, Morris & Arthur LLP

                  41 S. High St.

                  Columbus, OH 43215

 

or such subsequent addresses as one party may designate in writing to the other

parties.

 

 

                                       11

<PAGE>

 

         12. Governing Law. This Agreement shall be interpreted, construed and

governed according to the laws of the State of Florida.

 

         13. Amendment. This Agreement may be amended in any and every respect

only by agreement in writing executed by both parties hereto.

 

         14. Section Headings. Section headings contained in this Agreement are

for convenience only and shall not be considered in construing any provision

hereof.

 

         15. Entire Agreement. With the exception of the Confidentiality,

Assignment and Noncompetition Agreement, dated March 16, 2001, and any stock

option agreements between Executive and the Company, this Agreement terminates,

cancels and supersedes all previous employment or other agreements relating to

the employment of Executive with the Company or any predecessor, written or

oral, and this Agreement contains the entire understanding of the parties with

respect to the subject matter of this Agreement. This Agreement was fully

reviewed and negotiated on behalf of each party and shall not be construed

against the interest of either party as the drafter of this Agreement. EMPLOYEE

ACKNOWLEDGES THAT, BEFORE SIGNING THIS AGREEMENT, HE HAS READ THE ENTIRE

AGREEMENT AND HAS THIS DAY RECEIVED A COPY HEREOF.

 

         16. Severability. The invalidity or unenforceability of any one or more

provisions of this Agreement shall not affect the validity or enforceability of

any other provisions of this Agreement or parts thereof.

 

         17. Survival. The last sentence of Section 3, Sections 6, 7 and 8 of

this Agreement and this Section 17 shall survive any termination or expiration

of this Agreement.

 

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as

of the day and year first above written.

 

 

                                        EXECUTIVE:

 

                                        /s/ Craig A. Pisaris-Henderson

                                       --------------------------------

                                        Craig A. Pisaris-Henderson

 

 

 

                                        FINDWHAT.COM

 

 

                                        By: /s/ Phillip R. Thune

                                           ---------------------------

                                        Its: COO & CFO

                                             ---------

 

 

 

 

                                       12

 

</TEXT>

</DOCUMENT>