{"id":40734,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/terms-of-employment-amendment-netratings-inc-and-kurt.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"terms-of-employment-amendment-netratings-inc-and-kurt","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/terms-of-employment-amendment-netratings-inc-and-kurt.html","title":{"rendered":"Terms of Employment (Amendment) &#8211; NetRatings Inc. and Kurt Abrahamson"},"content":{"rendered":"<pre>\n                       AMENDMENT TO TERMS OF EMPLOYMENT\n\nThis Amendment to Terms of Employment (the \"Amendment\") is made and entered\nthis day of October 2001, (\"Amendment Effective Date\") by and between\nNetRatings, Inc., a Delaware Corporation, (\"Parent\") and Kurt Abrahamson\n(\"Executive\").\n\nWHEREAS, Executive and Jupiter Communications, Inc., a Delaware Corporation,\npreviously entered into an employment agreement, dated September 19, 2000\n(\"Employment Agreement\"), which is attached hereto as Exhibit \"A\";\n\nWHEREAS, pursuant to that certain Agreement and Plan of Merger dated as of\nOctober 25, 2001 by and among Parent, Sonoma Acquisition Corp., LLC.\n(\"Acquisition Sub\") and Jupiter Media Metrix, Inc. (\"Target\") (the \"New Merger\nAgreement\"), Parent will acquire Target by means of a merger of Acquisition Sub\nwith and into the Target (the \" New Merger\") pursuant to which Target will be\nthe surviving corporation and continue to operate as a wholly owned subsidiary\nof Parent;\n\nWHEREAS, the Executive has served as Jade Group President of Target and the\nparties wish that he continue to serve as an officer of Parent following the\nclosing of the New Merger;\n\nWHEREAS, the parties acknowledge that Executive could resign his employment for\nGood Reason at this time based on the acts of Target and receive the severance\nbenefits described in paragraph 8(b) of the Employment Agreement;\n\nWHEREAS, Target wishes to assign and Parent wishes to assume the obligations of\nTarget under the Employment Agreement subject to the following amendments and\nExecutive wishes to continue employment with Parent under the same conditions;\n\nNOW, THEREFORE, in consideration of the foregoing and the mutual agreements\nhereinafter set forth, the parties hereto agree as follows:\n\n   A. Position. Paragraph 1 of the Employment Agreement is hereby replaced with\n      --------\nthe following provision:\n\n   \"Upon the closing of the New Merger, the Executive will assume the position\nof Executive Vice President Research reporting directly to Parent CEO and\nperforming duties commensurate with such position. The Executive shall perform\nhis duties diligently and faithfully and shall devote his full business time\nand attention to such duties, provided that the Executive may devote time and\nattention to personal financial matters and charitable activities.\"\n\n   B. Compensation and Benefits. Paragraphs 3(a), 3(b) and 3(d) are hereby\n      -------------------------\nreplaced with the following provisions:\n\n   \"(a) Salary. Commencing on the day following the closing of the New Merger,\nParent agrees to pay the Executive a base salary at the annual rate of Two\nHundred Ten Thousand Dollars ($210,000) payable in such installments as is the\npolicy of Parent (the \"Salary\"), but no\n\n\n\nless frequently than monthly. Thereafter, the Board of Directors of Parent (the\n\"Board\") shall determine appropriate increases to Executive's Salary but in no\nevent shall diminish the amount of Executive's Salary below the initial annual\nrate, or below any increased rates unless all of the Executive's peers undergo\ncomparable decreases.\n\n   (b) Bonus. The Executive shall receive a guaranteed annual bonus of Twenty\nFive Percent (25%) of the annual Salary (pro rated for any partial calendar\nyears worked by the Executive during the Term) and shall be eligible for an\nadditional annual bonus of up to Twenty Percent (20%) of the Salary (pro rated\nfor any partial calendar years worked by the Executive during the Term) based on\nhis achievement of reasonable performance goals to be agreed upon by Parent and\nthe Executive on or about the closing of the New Merger and at the commencement\nof each calendar year during the Term.\n\n   (d) Stock Options. As of the day following the closing of the Merger, Parent\nshall grant the Executive a non-qualified stock option to purchase 150,000 of\nshares of Parent's Common Stock under Parent's Stock Option Plan (the \"Plan\")\nat an exercise price equal to the fair market value of that stock on the grant\ndate (the \"Option\"). The Option shall vest at the rate of 25% on the first\nanniversary of the grant date and 1\/48 of the shares subject to the Option\nshall vest each month thereafter, in each case as long as the Executive is\nemployed by Parent on such vesting date. The Option will be subject to the\nterms and conditions of the Plan and the standard stock option agreement\nprovided pursuant to the Plan, which Executive will be required to sign as a\ncondition of receiving the Option.\n\n   C. Not an Event of Good Reason. Executive agrees that entering into this\n      ---------------------------\nAmendment does not, in and of itself, allow Executive to terminate the\nEmployment Agreement for \"Good Reason\" (as that term is defined in paragraph\n8(c) of the Employment Agreement). In the event that, at any time after eight\nmonths from the Closing Date, Executive terminates his employment with Parent\nfor any reason or that Parent terminates Executive's employment with Parent for\nany reason other than termination for Cause, Executive shall be entitled to\nreceive the benefits described in section 8(b). The foregoing provision,\nhowever, shall not prohibit Executive from terminating his employment for Good\nReason during the period prior to eight months following the Closing Date in\nthe event that an action is taken by Parent which would allow Executive to\nterminate his employment for Good Reason under the terms of paragraph 8(b).\n\n   D. Amendments. The parties hereby agree that this Amendment constitutes an\n      ----------\neffective amendment to the Employment Agreement and that all terms not amended\nherein shall continue in full force and effect and shall be binding on\nExecutive and Parent. However, no further amendment or modification to the\nEmployment Agreement shall be deemed effective unless made in writing and\nsigned by the parties hereto.\n\n\n\n   IN WITNESS WHEREOF, the parties hereto have executed this Agreement\neffective as of the day and year first written above.\n\n                                          Kurt Abrahamson\n\n                                          --------------------------------------\n                                          NetRatings, Inc.\n\n                                          By:\n                                              ----------------------------------\n                                          Name:\n                                          Title:\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8327],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-40734","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-netratings-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40734","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40734"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40734"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40734"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40734"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}