Exhibit 10.25





Re: Severance Agreement


This letter agreement sets forth the terms and
conditions under which you shall be entitled to a severance payment from
NetRatings, Inc. (the “Company”). Please sign your name at the end of this
letter agreement, which shall evidence your agreement to the terms and
conditions contained herein.


If your employment is terminated by the Company or a
surviving entity without “Cause” (as defined below), or you terminate your
employment with “Good Reason” (as defined below), you shall be entitled to
receive a severance payment equal to six months of your base salary at the rate
in effect on the date of termination. The Company or a surviving entity shall
pay such severance amount, at its option, either (i) in a lump sum payment
within 30 days following the termination of employment, or (ii) over the
six-month severance period (or shorter period) in accordance with the surviving
entity’s customary pay practices and subject to all required withholding.


You will be
considered to have terminated your employment with “Good Reason” if you resign
within 60 days of the occurrence of any of the following events:


(i)             a material reduction
in your duties and responsibilities including but not limited to your no longer
remaining senior vice-president, product marketing, unless associated with the
NetRatings purchase of Jupiter Media Metrix or one of its affiliates.


(ii)         a material reduction in
your salary or bonus (except in the event of a broad reduction affecting the
salaries or bonuses of all or most senior executives of the Company or
surviving corporation);


(iii)     a change in your reporting
relationship so that you no longer report directly to the CEO or a member of
the Executive Management Team of the Company or the surviving entity; or


(iv)       a relocation of your
primary worksite to a location more than 30 miles outside of New York City;


so long as you give the Company or surviving entity thirty
days’ written notice and opportunity to cure prior to such termination.


“Cause” is defined as (i) your conviction of any
felony or crime of moral turpitude; (ii) gross negligence of willful
misconduct by you in connection with your position with the Company;
(iii) your willful and material breach of your Employee Proprietary
Information Agreement or (iv) your termination for performance reasons
documented through correspondence between you and your manager; this process
will include a written notification of lack of performance and a thirty (30)
day cure period in which the Employee will be provided the opportunity to cure
the performance issues. Failure to cure such performance issues during the cure
period will be considered termination for Cause.


This letter agreement constitutes an integrated,
written contract, expressing the entire agreement between us with respect to
the subject matter hereof. In this regard, you agree that you are not relying
on any promises or representations which do not appear in this letter
agreement. We further agree that this letter agreement can be amended or
modified only by a written agreement, signed by each of us. By signing 











this Agreement you
are acknowledging that your employment with the Company is “at-will” and that
the Company may terminate your employment at any time with or without cause,
subject to the provisions provided herein.


NETRATINGS, INC.




	
  By:

  	
  /s/ William Pulver

  	
   

  
	
   

  	
  Name: William Pulver

  	
   

  
	
   

  	
  Title: President and COO

  	
   

  
	
   

  	
   

  	
   

  






 


Agreed to and acknowledged
by:




	
  /s/ Manish Bhatia

  	
   

  
	
  Manish Bhatia