Sample Business Contracts

Employment Agreement - NetRatings Inc. and Todd Sloan

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890 Hillview Ct., Suite 300
Milpitas, CA  95035

February 28, 2002

Todd Sloan
5 Schooner Lane
Port Washington, NY  11050

Dear Todd,

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 Senior Vice President, Corporate Development reporting to Jack
Lazar, EVP and CFO. Your start date is February 28, 2002.

1.   Base Cash Compensation. You shall be compensated at the base rate of
     $20,833.33 per month (which equates to $250,000.00 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 at the discretion of
     the Board of Directors. Your target bonus shall be 45% of your base rate.
     Your bonus shall be paid at such times during the course of the year as
     bonuses are paid to Company executives generally.

3.   Stock Option Grant. You will be granted an option to purchase 150,000
     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
     and other 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 Company.

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
     following meanings:

     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
     a significant diminution of the position then maintained by you or your
     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," for purposes of this Agreement, 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.

11.  Other.

     (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
     Assignment of 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.

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.

Sincerely yours,

NetRatings, Inc.                        ACCEPTED AND AGREED TO:

By: /s/ William Pulver                  /s/ Todd Sloan
    --------------------------------    ----------------------------------------

                                        Date:    3/18/02