09302002 10-Q Exhbit 10.13




Exhibit 10.13

EMPLOYMENT AGREEMENT

This Employment Agreement (the
"Agreement") is effective as of July 1, 2001 (the
"Commencement Date") by MarketWatch.com, Inc. (the
"Company") and Lawrence S. Kramer (the
"Executive"). This Agreement supercedes and replaces all
previous agreements with regard to this subject matter.



	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 or 7 (such term being
hereinafter referred to as the "Employment
Period").


	Title; Duties.  The Executive shall serve as
Chairman and Chief Executive Officer of the Company reporting to the Board of
Directors of the Company or similar governing body of the Company (the
"Board"), provided, however, that the Board shall be permitted
to appoint any person to the position of President, with duties and
responsibilities inherent in such position, without breaching this Agreement.
Executive shall perform those duties and responsibilities inherent in the
position of Chief Executive Officer, including such duties and responsibilities
as the Board shall assign.  During the Employment Period, the Company shall use
its best efforts to continue to nominate and elect Executive as a
director, and Executive shall serve in such capacity without additional
consideration.  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 Board.  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.  $300,000 per year base salary
from July 1, 2001 to December 31, 2001; $315,000 per year base salary from
January 1, 2002 to June 30, 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.  Executive shall be eligible
to receive an additional annual bonus equal to up to 50% of the then-applicable
Base Salary, to be granted, if at all, at the sole discretion of the Board.

3.3Equity Option.  An option to purchase 200,000
shares of the Company's common stock to be granted on the effective date of this
Agreement with an exercise price per share equal to the fair market value of the
Company's common stock as of the date of the grant (the
"Option").  The Option shall vest and become exercisable as to
one-third of the total shares subject to the Option on each of the first three
anniversaries of the date of grant.  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 9 and 10 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 him 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 within 30 days following the date of termination, (ii) an amount shall
be paid by the Company to Executive in equal monthly installments equal to the
greater of (A) Executive's then-applicable Base Salary for a period of 12 months
plus the Target Bonus for the year in which such termination occurs or (B)
Executive's then-applicable Base Salary and Target Bonus for the remainder of
the term of this agreement, 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 material adverse change in Executive's duties and
responsibilities, causing them to be of materially less stature or
responsibility, without Executive's written consent; or

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



Neither the appointment by the Board of a President of the
Company nor the acquisition of the assets or capital stock of the Company by any
one or combination of CBS Broadcasting Inc., Viacom Inc. or Pearson plc or any
of their affiliates shall constitute "Good Reason" for purposes of
this Agreement.






	Change in Control Benefits.  Should there occur a
Change in Control (as defined below), the unvested portion of any outstanding
options held by Executive on the date of such Change in Control shall
immediately vest and become exercisable in full and shall remain exercisable for
the periods specified in each such option, and all provisions of this Agreement
(including without limitation Section 6) shall continue in full force and
effect.

The term "Change in Control" shall
mean:

(A)The sale, lease, conveyance, liquidation or other
disposition of all or substantially all of the Company's assets as an entirety
or substantially as an entirety to any person, entity or group of persons acting
in concert other than to any one or combination of Pearson plc, CBS Broadcasting
Inc., Viacom Inc. or any of their affiliates; or

(B)Any transaction or series of related transactions (as
a result of a tender offer, merger, consolidation or otherwise) that results in
any Person (as defined in Section 13(h)(8)(E) under the Securities Exchange Act
of 1934) becoming the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of more than 50% of
the aggregate voting power of all classes of common equity securities of the
Company, except if such Person is (i) a subsidiary of the Company, (ii) an
employee stock ownership plan for employees of the Company, (iii) a company
formed to hold the Company's common equity securities, and whose shareholders
constituted, at the time such company became such holding company, substantially
all the equity owners or shareholders of the Company, or (iv) any one or
combination of Pearson plc, CBS Broadcasting Inc., Viacom Inc. or any of their
affiliates.


In the event that the severance and other benefits provided
to Executive pursuant to this Agreement (i) constitute "parachute
payments" within the meaning of Section 280G of the Internal Revenue Code
of 1986, as amended (the "Code") and (ii) but for this Section
7, such severance and benefits would be subject to the excise tax imposed by
Section 4999 of the Code, then Executive's severance benefits under this
Section 7 shall be payable either:

(a)in full; or

(b)as to such lesser amount which would result in no
portion of such severance and other benefits being subject to excise tax under
Section 4999 of the Code, whichever of the foregoing amounts, taking into
account the applicable federal, state and local income taxes and the excise tax
imposed by Section 4999, results in the receipt by Executive on an after-tax
basis, of the greatest amount of severance benefits under this
Agreement.



Unless the Company and Executive otherwise agree in writing,
any determination required under this Section 7 shall be made in writing by
independent public accountants agreed to by the Company and Executive (the
"Accountants"), whose determination shall be conclusive and
binding upon Executive and the Company for all purposes.  For purposes of making
the calculations required by this Section 7, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code.  The Company and Executive shall furnish to the
Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section 7.  The Company
shall bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 7.




	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 8, 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
10(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.
11.1Indemnification.  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.

11.2Waiver.  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.

11.3Severability.  If for any reason a court of
competent jurisdiction or arbitrator finds any provision of this Agreement to 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.

11.4Notices.  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.

11.5Counterparts.  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.

11.6Entire 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.  

11.7Governing Law.  This Agreement shall be
governed by the law of the State of California.

11.8Assignment 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.


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


 

Marketwatch.com, INC.


/s/ JOAN P. PLATT

Joan P. Platt

   Chief Financial Officer


 

EXECUTIVE


/s/ LAWRENCE S. KRAMER

Lawrence S. Kramer
















Exhibit A



TARGET BONUS AND SPECIFICATIONS



 

Annual Target Bonus Rate:  Fifty percent (50%) 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 25% 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
	
25%
	
To be determined annually by the Board

	
2nd Year
	
25%
	
To be determined annually by the Board

	
3rd Year
	
25%
	
To be determined annually by the Board