09302002 10-Q Exhbit 10.16




Exhibit 10.16

EMPLOYMENT AGREEMENT

This Employment Agreement (the
"Agreement"), is entered into as of January 1, 2002 (the
"Commencement Date"), by MarketWatch.com, Inc. (the
"Company") and David A. Callaway (the
"Executive").



	Term of Employment.  The term of employment of
Executive by the Company hereunder shall commence on the Commencement Date and
shall continue thereafter on the same terms and conditions for a period of three
years unless earlier terminated pursuant to Sections 6 (such term being
hereinafter referred to as the "Employment Period").


	Title; Duties.  The Executive shall serve as Vice
President of News reporting to the President and Chief Operating Officer.
Executive shall perform those duties and responsibilities inherent in the
position of Vice President, News, including such duties and responsibilities, as
the President and Chief Operating Officer shall assign.  Executive shall serve
the Company faithfully and to the best of his ability in such capacities,
devoting his full business time, attention, knowledge, energy and skills to such
employment; provided, however, the Company acknowledges that Executive may serve
on the board of directors of other companies with the prior approval of the
President and Chief Operating Officer.  Executive shall travel as reasonably
required in connection with the performance of his duties
hereunder.


	Compensation.  The Company shall pay, and
Executive shall accept, as full consideration for his services hereunder
compensation consisting of the following:
3.1Base Salary.   $155,013 per year base salary
from January 1, 2002 to December 31, 2004.  "Base Salary" shall
mean the base salary provided for in this Section 3.1.  Base Salary is payable
in installments in accordance with the Company's normal payroll practices, less
such deductions or withholdings as are required by law.

3.2Bonus.  Annual target bonus (the
"Target Bonus") at the rate and in accordance with the
specifications on Exhibit A attached hereto.  

3.3Equity Option.  Executive shall be eligible to
receive grants of additional options on an annual basis at the sole discretion
of the Board.





	Benefits.  Subject to all applicable eligibility
requirements and legal limitations, Executive will be able to participate in any
and all 401(k), vacation, medical, dental, life and long-term disability
insurance and/or other benefit plans which from time to time may be established
for other employees of the Company.



	Reimbursement of Expenses.  The Company will
reimburse Executive for all reasonable travel, entertainment and other expenses
incurred or paid by the Executive in connection with, or related to, the
performance of his duties, responsibilities or services under this Agreement,
subject to review by the Board or its compensation committee, if
applicable.



	Benefit Upon Termination of Employment
Period.

6.1Disability.  In the event of the permanent
disability (as hereinafter defined) of Executive during the Employment Period,
the Company shall have the right, upon written notice to Executive, to terminate
Executive's employment hereunder, effective upon the 30th calendar
day following the giving of such notice (or such later day as shall be specified
in such notice).  Upon the effectiveness of such termination, (i) the Company
shall have no further obligations hereunder, except to pay and provide, subject
to applicable withholding, (A) all amounts of Base Salary accrued, but unpaid,
at the effective date of termination, (B) Executive's Target Bonus for the year
in which such disability occurs and (C) all reasonable unreimbursed business-related
expenses, (ii) Executive's Option shall vest to the extent of one
additional year of vesting and shall remain exercisable for the periods
specified in the Option and (iii) Executive shall have no further obligations
hereunder other than those provided for in Sections 8 and 9 hereof.  All amounts
payable to Executive pursuant to this Section 6.1 shall be payable within 30
days following the effectiveness of the termination of Executive's employment.
For purposes of this Agreement, "permanent disability" shall be
defined as any physical or mental disability or incapacity which renders
Executive incapable in any material respect of performing the services required
of his in accordance with his obligations under Section 2 for a period of 180
consecutive days, or for 180 days in any 360 day period.

6.2Death.  In the event of the death of Executive
during the Employment Period, this Agreement shall automatically terminate and
the Company shall have no further obligations hereunder, except to pay and
provide to Executive's beneficiary or other legal representative, subject to
applicable withholding, (i) all amounts of Base Salary and bonus accrued but
unpaid at the date of death and (ii) all reasonable unreimbursed business-related
expenses.  All amounts payable to Executive pursuant to this Section 6.2
shall be payable within 30 days following the date of death.

6.3Termination Without Cause.  In the event of the
termination of Executive's employment by the Company without Cause (as defined
below in Section 6.4) or upon the Executive's voluntary termination of his
employment for Good Reason (as defined below in Section 6.5), (i) all amounts of
Base Salary accrued but unpaid on the date of termination shall be paid by the
Company on the date of termination,  (ii) Executive's then-applicable Base
Salary for a period of 12 months shall be paid in 12 equal monthly installments
and (iii) the unvested portion of any outstanding options held by Executive on
the date of such termination without Cause or for Good Reason shall immediately
vest and become exercisable in full and shall remain exercisable for the periods
specified in each such option.

6.4Circumstances Under Which Termination Benefits
Would Not Be Paid.  The Company shall be obligated to pay the amounts of
Base Salary and bonus accrued and unpaid on the date of termination, and shall
not be obligated to pay Executive the termination benefits or continue the
Option vesting described in Sections 6.1 through 6.3 above, if the Employment
Period is terminated for Cause or if Executive voluntarily terminates his
employment other than for Good Reason (as defined below in Section 6.5).  For
purposes of this Agreement, "Cause" shall be limited to:


(A)Willful failure by Executive to substantially perform
his duties hereunder, other than a failure resulting from his complete or
partial incapacity due to physical or mental illness or impairment;

(B)A material and willful violation of a federal or state
law or regulation applicable to the business of the Company or that adversely
affects the image of the Company;

(C)Commission of a willful act by Executive which
constitutes gross misconduct and is injurious to the Company; or

(D)A willful breach of a material provision of this
Agreement.



6.5Constructive Termination.  Notwithstanding
anything in this Section 6 to the contrary, for purposes of this Agreement
the Employment Period will be deemed to have been terminated and Executive will
be deemed to have Good Reason for voluntary termination of the Employment Period
("Good Reason"), if there should occur:

 (A)A relocation of Executive's principal place of
employment outside the San Francisco Bay Area without Executive's consent.







	Dispute Resolution.  In the event of any
controversy arising from or concerning the interpretation or application of this
Agreement or its subject matter, the parties agree that such controversy shall
be resolved exclusively through binding arbitration before a single neutral
arbitrator selected jointly by the parties.  The Company shall be responsible
for 100% of the fees and expenses of the arbitrator.  Each party shall be
responsible for 100% of its own attorneys' fees and any other costs occasioned
by the arbitration, without regard to which party to the controversy prevails;
provided, that the arbitrator may award attorneys' fees and costs to a party
when so empowered by law.  The parties to the arbitration shall have all rights,
remedies, and defenses available to them in a civil action for the issues in
controversy.  If, for any legal reason, a controversy arising from or concerning
the interpretation or application of this Agreement or its subject matter cannot
be arbitrated as provided in this Section 7, the parties agree that any civil
action shall be brought in the United States District Court for the Northern
District of California or, only if there is no basis for federal jurisdiction,
in the Superior Court of the State of California in and for the City and County
of San Francisco.  The parties further agree that any such civil action shall be
tried to the court, sitting without a jury.


	Cooperation with the Company After Termination of
the Employment Period.  Following termination of the Employment Period by
Executive, Executive shall fully cooperate with the Company in all matters
relating to the winding up of his pending work on behalf of the Company and the
orderly transfer of any such pending work to other employees of the Company as
may be designated by the Company.



	Confidentiality; Return of Property;  Non-Solicitation
of Employees.
(a)The Executive acknowledges that during the
Employment Period he will receive confidential information from the Company and
subsidiaries of the Company and the respective customers thereof (each a
"Relevant Entity").  Accordingly, the Executive agrees that
during the Employment Period (as it may be extended from time to time) and
thereafter for a period of two years, the Executive and his affiliates shall
not, except in the performance of his obligations to the Company hereunder or as
may otherwise be approved in advance by the Company, directly or indirectly,
disclose or use (except for the direct benefit of the Company) any confidential
information that he may learn or has learned by reason of his association with
any Relevant Entity.  Upon termination of this Agreement, the Executive shall
promptly return to the Company any and all properties, records or papers of any
Relevant Entity, that may have been in his possession at the time of
termination, whether prepared by the Executive or others, including, but not
limited to, confidential information and keys.  For purposes of this Agreement,
"confidential information" includes all data, analyses,
reports, interpretations, forecasts, documents and information concerning a
Relevant Entity and its affairs, including, without limitation with respect to
clients, products, policies, procedures, methodologies, trade secrets and other
intellectual property, systems, personnel, confidential reports, technical
information, financial information, business transactions, business plans,
prospects or opportunities, (i) that the Company reasonably believes are
confidential or (ii) the disclosure of which could be injurious to a Relevant
Entity or beneficial to competitors of a Relevant Entity, but shall exclude any
information that (x) the Executive is required to disclose under any applicable
laws, regulations or directives of any government agency, tribunal or authority
having jurisdiction in the matter or under subpoena or other process of law, (y)
is or becomes publicly available prior to the Executive's disclosure or use of
the information in a manner violative of the second sentence of this Section 9
(a), or (z) is rightfully received by Executive without restriction or
disclosure from a third party legally entitled to possess and to disclose such
information without restriction (other than information that he may learn or has
learned by reason of his association with any Relevant Entity).  For purposes of
this Agreement, "affiliate" means any entity that, directly or
indirectly, is controlled by, or under common control with, the Executive.  For
purposes of this definition, the terms "controlled" and
"under common control with" means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of such person, whether through the ownership of voting stock, by
contract or otherwise.

(b)For a period of one year following the termination of
Executive's employment with the Company for any reason, he will not, without the
Company' express written consent, either on his own behalf or on behalf of
another, solicit employees of the Company or any subsidiary of the Company for
the purpose of hiring them.  General employment advertising shall not be deemed
to be a solicitation.






	General.
10.1Indemnification.  In the event Executive
is made, or threatened to be made, a target, subject, witness or party to any
civil, criminal or administrative action, proceeding or investigation by reason
of the fact that Executive is or was a director or officer of the Company, or
serves or served any other corporation fifty percent (50%) or more owned by the
Company in any capacity at the Company's request, or serves or served as a
director of any other corporation at the Company's request, or serves or served
as a fiduciary of any ERISA plan at the Company's request, Executive shall be
indemnified by the Company for all amounts paid as a fine or settlement or
judgment, and the Company shall pay without any undertaking the Executive's
defense costs when and as incurred, all to the fullest extent permitted by
law.

10.2Waiver.  Neither party shall, by mere lapse of
time, without giving notice or taking other action hereunder, be deemed to have
waived any breach by the other party of any of the provisions of this Agreement.
Further, the waiver by either party of a particular breach of this Agreement by
the other shall neither be construed as nor constitute a continuing waiver of
such breach or of other breaches by the same or any other provision of this
Agreement.

10.3Severability.  If for any reason a court of
competent jurisdiction or arbitrator finds any provision of this Agreement be
unenforceable, the provision shall be deemed amended as necessary to conform to
applicable laws or regulations, or if it cannot be so amended without materially
altering the intention of the parties, the remainder of the Agreement shall
continue in full force and effect as if the offending provision were not
contained herein.

10.4Notices.  All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be considered effective upon personal service or upon transmission of a
facsimile or the deposit with Federal Express or in Express Mail and addressed
to the Board of Directors of the Company at its principal corporate address, and
to Executive at his most recent address shown on the Company's corporate
records, or at any other address which he may specify in any appropriate notice
to the Company.

10.5Counterparts.  This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original and all
of which taken together constitutes one and the same instrument and in making
proof hereof it shall not be necessary to produce or account for more than one
such counterpart.

10.6Entire Agreement.  The parties hereto
acknowledge that each has read this Agreement, understands it, and agrees to be
bound by its terms.  The parties further agree that this Agreement shall
constitute the complete and exclusive statement of the agreement between the
parties and supersedes all proposals (oral or written), understandings,
representations, conditions, covenants, and all other communications between the
parties relating to the subject matter hereof.  

10.7Governing Law.  This Agreement shall be
governed by the law of the State of California.

10.8Assignment and Successors.  The Company shall
have the right to assign its rights and obligations under this Agreement to an
entity which acquires substantially all of the assets of the Company, whether by
merger or otherwise.  The rights and obligations of the Company under this
Agreement shall inure to the benefit and shall be binding upon the successors
and assigns of the Company.


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IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.


 

Marketwatch.com, INC.


/s/KATHLEEN B. YATES

Kathleen B. Yates

   President and Chief Operating Officer


 

EXECUTIVE


/s/ DAVID A. CALLAWAY

David A. Callaway

















Exhibit A



TARGET BONUS AND SPECIFICATIONS



 

Annual Target Bonus Rate:  Forty percent (40%) of the then-applicable
base salary actually paid in a given year.  


 

 

Specifications:  two components.

Discretionary Component:  Board may decide when, and if to grant this
component.  This component shall be 20% of the then-applicable base salary
actually paid in a given year.


Achievement of Financial Objectives Component:  Target Bonus, in the
amount payable shown below, is payable upon the Company's achievement of the
financial objectives set forth below:




	
Year of Agreement
	
% of Base Salary Actually Paid for Such Year Payable Upon
Achievement of Financial Objectives
	
Financial Objectives

	
1st Year
	
20%
	
To be determined annually by the Board

	
2nd Year
	
20%
	
To be determined annually by the Board

	
3rd Year
	
20%
	
To be determined annually by the Board