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 allprevious agreements with regard to this subject matter.

Term of Employment.
  The term of employment ofExecutive by the Company hereunder shall commence on the Commencement Date andshall continue thereafter on the same terms and conditions for a period of threeyears unless earlier terminated pursuant to Sections 6 or 7 (such term beinghereinafter referred to as the "
EmploymentPeriod
").

**Title; Duties.
  The Executive shall serve asChairman and Chief Executive Officer of the Company reporting to the Board ofDirectors of the Company or similar governing body of the Company (the"
Board
"), provided, however, that the Board shall be permittedto appoint any person to the position of President, with duties andresponsibilities inherent in such position, without breaching this Agreement.Executive shall perform those duties and responsibilities inherent in theposition of Chief Executive Officer, including such duties and responsibilitiesas the Board shall assign.  During the Employment Period, the Company shall useits best efforts to
continue to nominate and elect Executive as adirector, and Executive shall serve in such capacity without additionalconsideration.  Executive shall serve the Company faithfully and to the best ofhis ability in such capacities, devoting his full business time, attention,knowledge, energy and skills to such employment; provided, however, the Companyacknowledges that Executive may serve on the board of directors of othercompanies with the prior approval of the Board.  Executive shall travel asreasonably required in connection with the performance of his dutieshereunder.

**Compensation.
  The Company shall pay, andExecutive shall accept, as full consideration for his services hereundercompensation consisting of the following:

3.1	**Base Salary.**  $300,000 per year base salaryfrom July 1, 2001 to December 31, 2001; $315,000 per year base salary fromJanuary 1, 2002 to June 30, 2004.  "Base Salary" shall mean thebase salary provided for in this Section 3.1.  Base Salary is payable ininstallments in accordance with the Company's normal payroll practices, lesssuch deductions or withholdings as are required by law.

3.2	**Bonus.**  Annual target bonus (the"Target Bonus") at the rate and in accordance with thespecifications on Exhibit A attached hereto.  Executive shall be eligibleto receive an additional annual bonus equal to up to 50% of the then-applicableBase Salary, to be granted, if at all, at the sole discretion of the Board.

3.3	**Equity Option.**  An option to purchase 200,000shares of the Company's common stock to be granted on the effective date of thisAgreement with an exercise price per share equal to the fair market value of theCompany's common stock as of the date of the grant (the"Option").  The Option shall vest and become exercisable as toone-third of the total shares subject to the Option on each of the first threeanniversaries of the date of grant.  Executive shall be eligible to receivegrants of additional options on an annual basis at the sole discretion of theBoard.

Benefits.
  Subject to all applicable eligibilityrequirements and legal limitations, Executive will be able to participate in anyand all 401(k), vacation, medical, dental, life and long-term disabilityinsurance and/or other benefit plans which from time to time may be establishedfor other employees of the Company.

Reimbursement of Expenses.
  The Company willreimburse Executive for all reasonable travel, entertainment and other expensesincurred or paid by the Executive in connection with, or related to, theperformance of his duties, responsibilities or services under this Agreement,subject to review by the Board or its compensation committee, ifapplicable.

Benefit Upon Termination of EmploymentPeriod.

6.1	**Disability.**  In the event of the permanentdisability (as hereinafter defined) of Executive during the Employment Period,the Company shall have the right, upon written notice to Executive, to terminateExecutive's employment hereunder, effective upon the 30th calendarday following the giving of such notice (or such later day as shall be specifiedin such notice).  Upon the effectiveness of such termination, (i) the Companyshall have no further obligations hereunder, except to pay and provide, subjectto applicable withholding, (A) all amounts of Base Salary accrued, but unpaid,at the effective date of termination, (B) Executive's Target Bonus for the yearin which such disability occurs and (C) all reasonable unreimbursed business-related expenses,(ii) Executive's Option shall vest to the extent of oneadditional year of vesting and shall remain exercisable for the periodsspecified in the Option and (iii) Executive shall have no further obligationshereunder other than those provided for in Sections 9 and 10 hereof.  Allamounts payable to Executive pursuant to this Section 6.1 shall be payablewithin 30 days following the effectiveness of the termination of Executive'semployment.  For purposes of this Agreement, "permanentdisability" shall be defined as any physical or mental disability orincapacity which renders Executive incapable in any material respect ofperforming the services required of him in accordance with his obligations underSection 2 for a period of 180 consecutive days, or for 180 days in any 360 dayperiod.

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

6.3	**Termination Without Cause.**  In the event of thetermination of Executive's employment by the Company without Cause (as definedbelow in Section 6.4) or upon the Executive's voluntary termination of hisemployment for Good Reason (as defined below in Section 6.5), (i) all amounts ofBase Salary accrued but unpaid on the date of termination shall be paid by theCompany within 30 days following the date of termination, (ii) an amount shallbe paid by the Company to Executive in equal monthly installments equal to thegreater of (A) Executive's then-applicable Base Salary for a period of 12 monthsplus 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 ofthe term of this agreement, and (iii) the unvested portion of any outstandingoptions held by Executive on the date of such termination without Cause or forGood Reason shall immediately vest and become exercisable in full and shallremain exercisable for the periods specified in each such option.

6.4	**Circumstances Under Which Termination BenefitsWould Not Be Paid.**  The Company shall be obligated to pay the amounts ofBase Salary and bonus accrued and unpaid on the date of termination, and shallnot be obligated to pay Executive the termination benefits or continue theOption vesting described in Sections 6.1 through 6.3 above, if the EmploymentPeriod is terminated for Cause or if Executive voluntarily terminates hisemployment other than for Good Reason (as defined below in Section 6.5).  Forpurposes of this Agreement, "Cause" shall be limitedto:

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

(B)	A material and willful violation of a federal or statelaw or regulation applicable to the business of the Company or that adverselyaffects the image of the Company;

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

(D)	A willful breach of a material provision of thisAgreement.

6.5	**Constructive Termination.**  Notwithstandinganything in this Section 6 to the contrary, for purposes of this Agreementthe Employment Period will be deemed to have been terminated and Executive willbe 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 andresponsibilities, causing them to be of materially less stature orresponsibility, without Executive's written consent; or

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

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

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

The term "Change in Control" shallmean:

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

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

In the event that the severance and other benefits providedto Executive pursuant to this Agreement (i) constitute "parachutepayments" within the meaning of Section 280G of the Internal Revenue Codeof 1986, as amended (the "Code") and (ii) but for this Section7, such severance and benefits would be subject to the excise tax imposed bySection 4999 of the Code, then Executive's severance benefits under thisSection 7 shall be payable either:

(a)	in full; or

(b)	as to such lesser amount which would result in noportion of such severance and other benefits being subject to excise tax underSection 4999 of the Code, whichever of the foregoing amounts, taking intoaccount the applicable federal, state and local income taxes and the excise taximposed by Section 4999, results in the receipt by Executive on an after-taxbasis, of the greatest amount of severance benefits under thisAgreement.

Unless the Company and Executive otherwise agree in writing,any determination required under this Section 7 shall be made in writing byindependent public accountants agreed to by the Company and Executive (the"Accountants"), whose determination shall be conclusive andbinding upon Executive and the Company for all purposes.  For purposes of makingthe calculations required by this Section 7, the Accountants may make reasonableassumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application of Sections280G and 4999 of the Code.  The Company and Executive shall furnish to theAccountants such information and documents as the Accountants may reasonablyrequest in order to make a determination under this Section 7.  The Companyshall bear all costs the Accountants may reasonably incur in connection with anycalculations contemplated by this Section 7.
**Dispute Resolution.
  In the event of anycontroversy arising from or concerning the interpretation or application of thisAgreement or its subject matter, the parties agree that such controversy shallbe resolved exclusively through binding arbitration before a single neutralarbitrator selected jointly by the parties.  The Company shall be responsiblefor 100% of the fees and expenses of the arbitrator.  Each party shall beresponsible for 100% of its own attorneys' fees and any other costs occasionedby the arbitration, without regard to which party to the controversy prevails;provided, that the arbitrator may award attorneys' fees and costs to a partywhen 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 incontroversy.  If, for any legal reason, a controversy arising from or concerningthe interpretation or application of this Agreement or its subject matter cannotbe arbitrated as provided in this Section 8, the parties agree that any civilaction shall be brought in the United States District Court for the NorthernDistrict 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 Countyof San Francisco.  The parties further agree that any such civil action shall betried to the court, sitting without a jury.

Cooperation with the Company After Termination ofthe Employment Period.
  Following termination of the Employment Period byExecutive, Executive shall fully cooperate with the Company in all mattersrelating to the winding up of his pending work on behalf of the Company and theorderly transfer of any such pending work to other employees of the Company asmay be designated by the Company.

Confidentiality; Return of Property; Non-SolicitationOf Employees.

(a)	The Executive acknowledges that during theEmployment Period he will receive confidential information from the Company andsubsidiaries of the Company and the respective customers thereof (each a"Relevant Entity").  Accordingly, the Executive agrees thatduring the Employment Period (as it may be extended from time to time) andthereafter for a period of two years, the Executive and his affiliates shallnot, except in the performance of his obligations to the Company hereunder or asmay otherwise be approved in advance by the Company, directly or indirectly,disclose or use (except for the direct benefit of the Company) any confidentialinformation that he may learn or has learned by reason of his association withany Relevant Entity.  Upon termination of this Agreement, the Executive shallpromptly return to the Company any and all properties, records or papers of anyRelevant Entity, that may have been in his possession at the time oftermination, whether prepared by the Executive or others, including, but notlimited to, confidential information and keys.  For purposes of this Agreement,"confidential information" includes all data, analyses,reports, interpretations, forecasts, documents and information concerning aRelevant Entity and its affairs, including, without limitation with respect toclients, products, policies, procedures, methodologies, trade secrets and otherintellectual property, systems, personnel, confidential reports, technicalinformation, financial information, business transactions, business plans,prospects or opportunities, (i) that the Company reasonably believes areconfidential or (ii) the disclosure of which could be injurious to a RelevantEntity or beneficial to competitors of a Relevant Entity, but shall exclude anyinformation that (x) the Executive is required to disclose under any applicablelaws, regulations or directives of any government agency, tribunal or authorityhaving 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 ofthe information in a manner violative of the second sentence of this Section10(a), or (z) is rightfully received by Executive without restriction ordisclosure from a third party legally entitled to possess and to disclose suchinformation without restriction (other than information that he may learn or haslearned by reason of his association with any Relevant Entity).  For purposes ofthis Agreement, "affiliate" means any entity that, directly orindirectly, is controlled by, or under common control with, the Executive.  Forpurposes of this definition, the terms "controlled" and"under common control with" means the possession, direct orindirect, of the power to direct or cause the direction of the management andpolicies of such person, whether through the ownership of voting stock, bycontract or otherwise.

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

General.

11.1	**Indemnification.**  In the event Executiveis made, or threatened to be made, a target, subject, witness or party to anycivil, criminal or administrative action, proceeding or investigation by reasonof the fact that Executive is or was a director or officer of the Company, orserves or served any other corporation fifty percent (50%) or more owned by theCompany in any capacity at the Company's request, or serves or served as adirector of any other corporation at the Company's request, or serves or servedas a fiduciary of any ERISA plan at the Company's request, Executive shall beindemnified by the Company for all amounts paid as a fine or settlement orjudgment, and the Company shall pay without any undertaking the Executive'sdefense costs when and as incurred, all to the fullest extent permitted bylaw.

11.2	**Waiver.**  Neither party shall, by mere lapse oftime, without giving notice or taking other action hereunder, be deemed to havewaived 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 bythe other shall neither be construed as nor constitute a continuing waiver ofsuch breach or of other breaches by the same or any other provision of thisAgreement.

11.3	**Severability.**  If for any reason a court ofcompetent jurisdiction or arbitrator finds any provision of this Agreement to beunenforceable, the provision shall be deemed amended as necessary to conform toapplicable laws or regulations, or if it cannot be so amended without materiallyaltering the intention of the parties, the remainder of the Agreement shallcontinue in full force and effect as if the offending provision were notcontained herein.

11.4	**Notices.**  All notices and other communicationsrequired or permitted to be given under this Agreement shall be in writing andshall be considered effective upon personal service or upon transmission of afacsimile or the deposit with Federal Express or in Express Mail and addressedto the Board of Directors of the Company at its principal corporate address, andto Executive at his most recent address shown on the Company's corporaterecords, or at any other address which he may specify in any appropriate noticeto the Company.

11.5	**Counterparts.**  This Agreement may be executedin any number of counterparts, each of which shall be deemed an original and allof which taken together constitutes one and the same instrument and in makingproof hereof it shall not be necessary to produce or account for more than onesuch counterpart.

11.6	**Entire Agreement.**  The parties heretoacknowledge that each has read this Agreement, understands it, and agrees to bebound by its terms.  The parties further agree that this Agreement shallconstitute the complete and exclusive statement of the agreement between theparties and supersedes all proposals (oral or written), understandings,representations, conditions, covenants, and all other communications between theparties relating to the subject matter hereof.  

11.7	**Governing Law.**  This Agreement shall begoverned by the law of the State of California.

11.8	**Assignment and Successors.**  The Company shallhave the right to assign its rights and obligations under this Agreement to anentity which acquires substantially all of the assets of the Company, whether bymerger or otherwise.  The rights and obligations of the Company under thisAgreement shall inure to the benefit and shall be binding upon the successorsand assigns of the Company.

IN WITNESS WHEREOF, the parties have executed this Agreementas 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-applicablebase salary actually paid in a given year.  

 

 
**Specifications:  two components.
**Discretionary Component:  Board may decide when, and if to grant thiscomponent.  This component shall be 25% of the then-applicable base salaryactually paid in a given year.
**Achievement of Financial Objectives Component:  Target Bonus, in theamount payable shown below, is payable upon the Company's achievement of thefinancial objectives set forth below:

Year of Agreement
% of Base Salary Actually Paid for Such Year Payable UponAchievement 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****************