exv10w1



 





Exhibit 10.1




AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT




     This
Amendment (“Amendment”) is made and entered into as of October 24th, 2007, and
modifies amending as set forth below the Executive Employment Agreement (“Agreement”) between
WEBSIDESTORY, INC., a Delaware corporation now named VISUAL SCIENCES, INC. (the “Company”) and
JAMES W. MACINTYRE, IV (“Employee”).



Recitals:




     WHEREAS, the Employee has been employed by the Company as its President and Chief Executive Officer
since November 20, 2006;



     WHEREAS, the Company maintains offices in both Herndon, Virginia, which is in Northern Virginia,
and in San Diego, California;



     WHEREAS, at the time the Employee became President and Chief Executive Officer of the Company, the
parties contemplated evaluating prior to December 31, 2007 whether or not the Employee should be
required to relocate his primary residence from Northern Virginia to the San Diego, California
area;



     WHEREAS, the parties have determined that relocation of the Employee’s primary residence is not
necessary at this time; and



     WHEREAS, the Employee and the Company desire to set forth in this Amendment certain modifications
to the Agreement, relating to relocation and travel by the Employee.



     NOW, THEREFORE, in consideration of the mutual covenants and undertakings set out herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Employee hereby agree as follows:



     1. Section 2.4 of the Agreement shall be deleted in its entirety and replaced by
the following:




          2.4 Relocation and Travel.




          (a) The Employee and his family may continue to reside in Northern Virginia, with the Employee
traveling to and from the Company’s headquarters in San Diego, California and other offices of the
company and other locations on Company business as reasonably necessary to fulfill his
responsibilities under this Agreement. The Company shall pay the reasonable expenses of such travel
as provided in Section 4 below. In the event, that the Employee determines that it would be in the
best interest of the Company for him to spend more than seven consecutive days in the San Diego,
California area in furtherance of the Company’s business, then the Company shall rent (or reimburse
the Employee for the rental of) a residence in the San Diego, California area mutually agreeable to the
Employee and the Company for the Employee and his family, at the Company’s sole cost and expense.



 









 






          (b) Should the Employee and the Board of Directors of the Company mutually determine at any time
during his employment under this Agreement that he should relocate to the San Diego, California
metropolitan area the Company agrees to reimburse the Employee for all Relocation Expenses (as
defined below) relating to such relocation. The Company shall make such reimbursement promptly upon
presentation of reasonably detailed documentation of his Relocation Expenses. For purposes hereof,
“Relocation Expenses” shall mean the following reasonable expenses incurred by the Employee related
to moving his and his family’s primary residence from Northern
Virginia to the San Diego, California metropolitan area:
(i) costs of looking for a new primary residence, including house
hunting trips; (ii) attorneys’ fees, closing costs and brokers’ commissions (up to 6%) associated
with the sale of the Employee’s Northern Virginia residence; (iii) attorneys’ fees and closing
costs associated with the purchase of the Employee’s new residence in the San Diego, California
area (but excluding mortgage loan fees and points); (iv) temporary family living expenses; (v)
relocation travel expenses; and (vi) the physical movement of furniture, clothing, household
effects, vehicles and other items from the Employee’s Northern Virginia home to the San Diego,
California area. To the extent any Relocation Expenses are deemed to be taxable compensation to the
Employee, the Company will make a “gross up” payment to the Employee sufficient to pay all federal,
state and local income taxes imposed on the Employee in connection with the Company’s reimbursement
of Relocation Expenses and the payment of such taxes.



     3. This Amendment is a modification of the Agreement which is in writing and, when signed by both
parties, shall be effective as a modification of the Agreement in compliance with Section 10.3 of
the Agreement. The Agreement shall remain in full force and effect, except as expressly modified by
this Amendment.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date
and year first written above.



	 	 	 	 	 	 	 
	The Company:	 	Visual Sciences, Inc.
	 
	 	 	 	 	 	 
	 	 	/s/ William Harris
	 	 	 
	 

	 	By:
	 	William Harris	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Chairman	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	The Employee:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ James W. MacIntyre, IV
	 	 	 
	 	 	James W. MacIntyre, IV







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