EX-10.1



 






EXHIBIT 10.1




July 24, 2006




Ms. Holly Brown




Dear Holly:




        We are very pleased and excited to extend an offer to you to join Martha Stewart Living
Omnimedia, Inc. (“MSO”) as described below:




	1)	 	POSITION: You will serve as an MSO employee with the title of President, Internet, subject
to review on an annual basis.






	2)	 	TERM: You shall begin work in this position on Monday, July 24, 2006, and your employment
shall continue until terminated by either you or MSO (the “Term”).






	3)	 	DUTIES: During the Term, you will devote your full business time, attention and energies to
the performance of duties included in your job description and such other duties as may be
reasonably assigned to you and which are consistent with your titles. In performing your
duties you will report directly to the President and Chief Executive Officer, or other
position(s) as MSO deems appropriate. It will be your responsibility to keep that office
informed on a timely basis and as directed on your progress with respect to your duties
hereunder.






	4)	 	COMPENSATION: You will be paid a salary at the annual rate of not less than $360,000,
payable as earned, in 26 equal payments of $13,846.15 in accordance with MSO’s standard
payroll practices for salaried employees. Your MSO compensation level is Grade 39. In a
manner consistent with other MSO senior executives, you will be eligible for salary increases
based upon your performance and the performance of MSO as the then-current policies of MSO
provide for executives at your level.






	5)	 	BONUS: Provided you continue to be employed by MSO at the time annual bonuses are paid, you
will be eligible for an annual target bonus of 70% of your base salary, pursuant to company
policies. In general, your bonus will be determined based upon MSO’s customary practices in
effect from time to time with respect to bonus determination for executives of comparable
level, and is based upon an evaluation of your performance as President, Internet, as well as
the performance of MSO against certain financial goals and targets as determined by the
company.






	6)	 	BENEFITS: You will be eligible for all employment benefits provided by MSO subject to the
terms and conditions of any relevant benefits plan document and MSO’s then-current policy
(which may be changed by MSO from time to time), which presently entitles you to coverage as
of your first day of work.






	7)	 	VACATION: You will be entitled to four (4) weeks vacation annually in accordance with company
policy for Executives.






	8)	 	NON-COMPETITION: You hereby agree that during your employment with MSO and during
any Tail Period (as defined below), you shall not engage in or become associated with a
Competitive Activity (as defined below). A “Competitive Activity” shall mean any business
which is directly competitive




 









 







with any business of MSO and its affiliates with respect to which you performed any duties
during your employment with MSO and its affiliates and their predecessors, i.e., a lifestyle media website. You shall be deemed
to be “engaged in or associated with a Competitive Activity” if you become an owner, employee,
officer, director, independent contractor, agent, partner, advisor, or render personal services
in any other capacity, with or for any individual, partnership, corporation or other
organization (collectively, an “Enterprise”) that is engaged in a Competitive Activity,
provided, however, that you shall not be prohibited from (a) owning less than five percent of
the stock in any publicly traded Enterprise engaging in a Competitive Activity, or (b) being an
employee, independent contractor or otherwise providing services to an Enterprise that is
engaged in a Competitive Activity so long as your services relate to an aspect or endeavor of
such Enterprise that is distinct from, and unrelated to, and you have no influence or control
over, such Enterprise’s pursuit of a Competitive Activity. “Tail Period” shall mean the period,
if any, commencing on the date that your employment with MSO terminates, and ending on the two-month anniversary of such date, unless you receive severance
pursuant to paragraph 12 below, in which case the Tail Period shall mean the period, if any, commencing on the
date that your employment with MSO terminates, and ending on the twelve-month anniversary of such date. If, at any time, the provisions of this paragraph shall
be determined to be invalid or unenforceable, by reason of being vague or unreasonable as to
area, duration or scope of activity, this paragraph shall be considered divisible and shall
become and be immediately amended to only such area, duration and scope of activity as shall be
determined to be reasonable and enforceable by the court or other body having jurisdiction over
the matter; and you agree that this paragraph as so amended shall be valid and binding as
though any invalid or unenforceable provision had not been included herein. You agree that the
remedies at law for any breach or threat of breach by you of this paragraph will be inadequate,
and that, in addition to any other remedy to which MSO may be entitled at law or in equity, MSO
will be entitled to seek a temporary or permanent injunction or injunctions or temporary
restraining order or orders to prevent breaches thereof. Your such agreement shall not be
deemed to prohibit you from opposing such relief on the basis of a dispute of facts related to
any such application.





	9)	 	CONFIDENTIALITY: You agree to sign the MSO confidentiality agreement upon hire.






	10)	 	AT WILL STATUS: You specifically understand and agree that your employment hereunder shall be
at all times on an “at will” basis, meaning that either you or MSO can terminate your
employment at any time and for any reason, with or without cause or notice, and nothing
contained herein shall be construed as establishing any other relationship between you and
MSO.






	11)	 	WORK FOR HIRE: As an MSO employee, you will be part of a team of highly talented
individuals, whose creative contributions are an integral part of MSO’s success as a company.
Accordingly, you acknowledge and agree that MSO has specially ordered and commissioned any and
all results and proceeds of your services hereunder (the “works”) as works-made-for-hire under
the United States copyright Act and all similar laws throughout the world (the “Act”), and
that MSO shall be deemed the sole author and owner of all right, title and interest in the
Works in any an all languages, formats and media, whether now known or hereafter created,
throughout the world in perpetuity (the “Rights”). If the Works or any part of the Works are
not deemed works-made-for-hire under the Act, you hereby irrevocably grant and assign the
Rights exclusively to MSO. You hereby waive any so-called moral rights of authors and other
similar rights in connection with the Works. You acknowledge and agree that MSO is not under
any obligation to use the Works, and may exploit, reproduce, distribute, make derivative works
of, alter or edit the Works or combine the Works with other materials, in any media whether
now known or hereafter created throughout the world, in MSO’s sole discretion, free of any
obligation to you whatsoever, financial or otherwise. You hereby waive the right to seek or
obtain any injunctive or other equitable relief in connection with MSO’s exploitation of the
Works and any Rights therein. You agree that upon any termination of your employment, you
will immediately turn over any and all of the Works in your possession to MSO. You
irrevocably grant to MSO the perpetual right to use and authorize others to use your name,
biographical information, photograph, and likeness (in each case in a form approved by you) in
connection with any use of the Works and/or in connection with your employment with MSO. You
represent and warrant that you have the right to perform your services for MSO and to grant
the Rights in the Works to MSO, and that, to the best of your knowledge, the Works will be
original with you, and neither the Works, nor MSO’s exercise of any of the Rights, shall
violate or otherwise conflict with the rights of any person or entity.




 









 







	12)	 	SEVERANCE: Subject to a determination by the Compensation Committee, you will be a Participant in the
2005 Executive Severance Pay Plan, on terms approved by that committee.






     We hope that you find the foregoing terms acceptable. You may indicate your agreement with
these terms and accept this offer by signing this letter as well as the confidentiality agreement
and returning them to me.



	 	 	 	 	 
	 

	 	 	 	Very truly yours,
	 
	 	 	 	 
	 
	 	 	 	/s/ John R. Cuti 
	 

	 	 	 	 
	 

	 	 	 	John R. Cuti
	 

	 	 	 	General Counsel
	 

	 	 	 	Martha Stewart Living Omnimedia, Inc.






ACCEPTED AND AGREED:




	 	 	 	 	 
	/s/
Holly Brown 
	 	 
	 	 	 
	Holly Brown	 	 
	 
	 	 	 	 
	Date:
	 	July 25, 2006