EX-10.3



 






EXHIBIT 10.3




Employment Agreement




     THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of June 25, 2007, by and between Martha
Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Wenda Harris Millard
(the “Executive”).



     WHEREAS, the Executive is currently a member of the Board of Directors of the Company (the
“Board”); and



     WHEREAS, the Company desires that the Executive serve as its President — Media following the
Effective Date, and the Executive is willing to be so employed, in each case on the terms and
conditions set forth herein;



     NOW, THEREFORE, in consideration of the mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as
follows:



     1. Employment Term. Subject to the provisions of Section 7 of this Agreement, the
Company hereby agrees to employ the Executive hereunder, and the Executive hereby agrees to be
employed by the Company hereunder, in each case subject to the terms and conditions of this
Agreement, for the period commencing on July 16, 2007 (the “Effective Date”) and ending on December
31, 2011 (such period, as it may be extended in accordance with the terms of the following
sentence, the “Employment Term”). Unless the Company or the Executive has theretofore provided
notice in writing to the other party of its intention not to extend the Employment Term, on June
30, 2011 and on each succeeding June 30, this Agreement shall automatically be extended for an
additional 12 months from the then scheduled expiration date.


     2. Duties.




               (a) During the Employment Term, the Executive shall serve as the President — Media of the
Company. The Executive shall have the duties and responsibilities customarily exercised by an
individual serving in such a position in a corporation of the size and nature of the Company. In
her capacity as President — Media, the Executive shall use her best energies and abilities in the
performance of her duties, services and responsibilities for the Company as further detailed by the
Chief Executive Officer (the “CEO”) and the Board of Directors (the “Board”). In performing such
duties, services and responsibilities, the Executive will report directly to the CEO.



               (b) During the Employment Term, the Executive shall devote substantially all of her business
time and attention to the businesses of the Company and its subsidiaries and affiliates and shall
not engage in any activity inconsistent with the foregoing, whether or not such activity shall be
engaged in for pecuniary profit, unless approved by the CEO or the Board; provided, however, that,
to the extent such activities do not violate, or interfere with her performance of her duties,
services and responsibilities under, this Agreement, the Executive shall be permitted to manage her
personal, financial and legal affairs and serve on civic or charitable boards and committees of
such boards, it being agreed that the Executive shall resign from the Board. During the Employment
Term, the Executive’s principal location of employment shall be at the Company’s executive offices
in New York City, New York, except for customary business travel on behalf of the Company and its
subsidiaries and affiliates.



               (c) Upon any termination of the Executive’s employment with the Company, the Executive shall
be deemed to have resigned from all other positions she then holds as an employee or director or
other independent contractor of the Company or any of its subsidiaries or affiliates, unless
otherwise agreed by the Company and the Executive.



     3. Base Salary; Bonus.



               (a) During the Employment Term, in consideration of the performance by the Executive of the
Executive’s obligations during the Employment Term (including any service in any position with any
subsidiary or affiliate of the Company), the Company shall pay the Executive a base salary (the
“Base Salary”) at an annual rate of $550,000, subject to increase but not decrease in the
discretion of the Board, payable in accordance with the normal payroll practices of the Company in
effect from time to time.













 





               (b) During the Employment Term, in addition to the payments of the Base Salary set forth
above, the Executive shall be eligible to receive, in respect of each calendar year during which
the Employment Term is in effect, a performance-based cash bonus of 80% of Base Salary at target.
With respect to calendar 2007, the Company shall guarantee and pay the Executive, subject to the
other terms of this Agreement, 100% of her target bonus as if she were employed for the entire
calendar year ($440,000), which amount shall be paid at the time the Company pays bonuses to other
employees for the 2007 calendar year.



               (c) Concurrently with the execution of this Agreement, the Company shall pay to the Executive
in cash the sum of $450,000 as an incentive to join the Company; provided, however, that the
Executive agrees to immediately pay back to the Company in cash (i) $300,000 in the event she
leaves the Company on or before the first anniversary of the Effective Date or (ii) $150,000 in the
event she leaves the Company before the third anniversary of the Effective Date.



               (d) The Company shall reimburse Executive for reasonable legal fees in connection with the
negotiation and execution of this Agreement in an amount not to exceed $25,000.



     4. Benefits.



               (a) During the Employment Term, the Executive shall be entitled to participate in the employee
benefit plans, policies, programs and arrangements, as may be amended from time to time, that are
provided generally to similarly situated employees of the Company (excluding for this purpose the
Chief Executive Officer and Martha Stewart) to the extent the Executive meets the eligibility
requirements for any such plan, policy, program, perquisite or arrangement.



               (b) The Company shall reimburse the Executive for all reasonable business expenses incurred by
the Executive in carrying out the Executive’s duties, services and responsibilities under this
Agreement during the Employment Term in accordance with Company policies relating to such expenses;
it being understood that Executive shall be entitled to first-class air travel for long-haul
international or transcontinental flights as necessary. The Executive shall comply with generally
applicable policies, practices and procedures of the Company with respect to reimbursement for, and
submission of expense reports, receipts or similar documentation of, such expenses.



     5. Vacations. During each calendar year of the Employment Term (pro rata for partial
calendar years), the Executive shall be entitled to four weeks of paid vacation to be taken in
accordance with the applicable policy of the Company.



     6. Equity Compensation.



               (a) Contemporaneously with the execution and delivery of this Agreement by the parties, the
Company shall grant the Executive that number of shares of restricted Class A common stock, par
value $0.01 per share (the “Stock”) of the Company equal to $1.5 million of value as determined by
the closing price of the Stock on the Effective Date (the “Stock Grant”). The Stock Grant shall
vest in three equal tranches on the first, second and third anniversaries of the Effective Date
pursuant to the Restricted Stock Agreement attached hereto as Exhibit A (the “Restricted Stock
Agreement”). In addition, the Executive will participate in the Company’s annual stock incentive
program, receiving awards as determined by the Compensation Committee from time to time.



               (b) Upon a Change in Control of the Company, all unvested equity awards held by the Executive
shall become fully vested.



     7. Termination of the Employment Term.



               (a) The Executive’s employment with the Company and the Employment Term shall terminate upon
the earliest to occur of:




     (i) the death of the Executive;













 






     (ii) the termination of the Executive’s employment by the Company by
reason of the Executive’s Disability;




     (iii) the termination of the Executive’s employment by the Company for
Cause or without Cause;




     (iv) the termination of the Executive’s employment by the Executive for
Good Reason or without Good Reason; and




     (v) the expiration of the Employment Term.



               (b) For purposes of this Agreement, the following terms shall have the following meanings:




     (i) “Cause” shall mean that the Board has made a good faith determination,
after providing the Executive with reasonably detailed written notice and a
reasonable opportunity to be heard on the issues at a Board meeting, that any of the
following has occurred:




     (1) the willful and continued failure by the Executive to
substantially perform her material duties to the Company (other than
due to mental or physical disability) after written notice specifying
such failure and the manner in which the Executive may rectify such
failure in the future;




     (2) the Executive has engaged in willful, intentional misconduct
that has resulted in material damage to the Company’s business or
reputation;




     (3) the Executive has been convicted of a felony; or




     (4) the Executive has engaged in fraud against the Company or
misappropriated Company property (other than incidental property).



     For purposes of this Agreement, no act or failure by the Executive shall be considered
“willful” if such act is done by the Executive in the good faith belief that such act is or was in
the best interests of the Company or one or more of its businesses. Nothing in this Section 7(b)(i)
shall be construed to prevent the Executive from contesting the Board’s determination that Cause
exists.




     (ii) “Change in Control” of the Company shall mean:




     (1) any “person” (as such term is used in Sections 3(a)(9) and
13(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) or “group” (as such term is used in Section 14(d)(2)
of the Exchange Act) is or becomes a “beneficial owner” (as such term
is used in Rule 13d-3 promulgated under the Exchange Act) of 50% or
more of the Voting Stock of the Company; provided that this clause
(1) shall not apply with respect to a stockholder of the Company who
beneficially owns more than 50% of the Voting Stock of the Company on
the Effective Date;




     (2) all or substantially all of the assets or business of the
Company are disposed of pursuant to a merger, consolidation or other
transaction unless, immediately after such transaction, the
stockholders of the Company immediately prior to the transaction own,
directly or indirectly, in substantially the same proportion as they
owned the Voting Stock of the Company prior to such transaction more
than 50% of the Voting Stock of the company surviving such
transaction or succeeding to all or substantially all of the assets
or business of the Company or the ultimate parent company of such
surviving or successor company if such surviving or successor company
is a subsidiary of another













 






entity (there being excluded from the number of shares held by
such stockholders, but not from the Voting Stock of the combined
company, any shares received by affiliates of such other company in
exchange for stock of such other company);




     (3) the Company adopts any plan of liquidation providing for the
distribution of all or substantially all of its assets if such plan
of liquidation will result in the winding-up of the business of the
Company;




     (4) the consummation of any merger, consolidation or other
similar corporate transaction unless, immediately after such
transaction, the stockholders of the Company immediately prior to the
transaction own, directly or indirectly, in substantially the same
proportion as they owned the Voting Stock of the Company prior to
such transaction more than 50% of the Voting Stock of the company
surviving such transaction or its ultimate parent company if such
surviving company is a subsidiary of another entity (there being
excluded from the number of shares held by such stockholders, but not
from the Voting Stock of the combined company, any shares received by
affiliates of such other company in exchange for stock of such other
company); or




     (5) the failure of the Company to have any securities required
to be registered under Section 12 of the Exchange Act.



     For purposes of this definition, “the Company” shall include any entity that succeeds to all
or substantially all of the business of the Company; “Voting Stock” shall mean securities of any
class or classes having general voting power under ordinary circumstances, in the absence of
contingencies, to elect the directors of a corporation; and references to ownership of “more than
50% of the Voting Stock” shall mean the ownership of shares of Voting Stock that represent the
right to exercise more than 50% of the votes entitled to be cast in the election of directors of a
corporation.




     (iii) “Disability” of the Executive shall have occurred if, as a result of the
Executive’s incapacity due to physical or mental illness as determined by a
physician selected by the Executive, and reasonably acceptable to the Company, the
Executive shall have been substantially unable to perform her duties hereunder for
six consecutive months, or for an aggregate of 180 days during any period of twelve
consecutive months.




     (iv) “Good Reason” shall mean the occurrence, without the Executive’s express
prior written consent, of any one or more of the following:




     (1) a material diminution of, or material reduction or material
adverse alteration in, the Executive’s position, title, reporting
status, duties, or responsibilities from, or the assignment to the
Executive of duties inconsistent with, those set forth in Section
2(a) (or as subsequently amended in accordance with Section 18 with
the consent of the Executive);




     (2) a material breach of the Agreement by the Company that
continues after the reasonable notice and opportunity to cure;




     (3) the Company’s requiring the Executive to be based at a
location in excess of 35 miles from the location of the Executive’s
principal job location or office specified in Section 2(b), except
for required travel on the Company’s business to an extent
substantially consistent with the Executive’s position; or




     (4) a reduction by the Company of the Executive’s base salary as
in effect on the Effective Date, or as the same shall be increased
from time to time.













 





     The Executive’s right to terminate employment in a termination for Good Reason shall not be
affected by the Executive’s incapacity due to physical or mental illness. Subject to the
requirements set forth above, the Executive’s continued employment shall not constitute a consent
to, or a waiver of rights with respect to, any circumstance constituting Good Reason hereunder.



     8. Termination Procedures.



               (a) Notice of Termination. Any termination of the Executive’s employment by the
Company or by the Executive during the Employment Term (other than pursuant to Sections 7(a)(i) and
7(a)(v)) shall be communicated by written Notice of Termination to the other party. For purposes of
this Agreement, a “Notice of Termination” shall mean a notice indicating the specific termination
provision in this Agreement relied upon and setting forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive’s employment under that
provision.



               (b) Date of Termination. For purposes of this Agreement, “Date of Termination” shall
mean (i) if the Executive’s employment is terminated by her death, the date of her death, (ii) if
the Executive’s employment is terminated pursuant to Section 7(a)(ii), 30 days after the date of
receipt of the Notice of Termination (provided that the Executive does not return to the
substantial performance of her duties on a full-time basis during such 30-day period), (iii) if the
Executive’s employment is terminated pursuant to Section 7(a)(v), the date of expiration of the
Employment Term, and (iv) if the Executive’s employment is terminated for any other reason, the
date on which a Notice of Termination is given or any later date (within 30 days after the giving
of such notice) set forth in such Notice of Termination.



     9. Termination Payments.



               (a) Upon any termination of the Executive’s employment, she shall be entitled to payment of
any earned but unpaid portion of the Base Salary, bonus, benefits and unreimbursed business
expenses, in each case with respect to the period ending on the Date of Termination.



               (b) In addition to the payments and benefits provided in Section 9(a), if the Executive’s
employment is terminated (x) by the Company without Cause or (y) by the Executive for Good Reason,
(i) outstanding equity awards held by the Executive shall vest and/or become exercisable, (ii) the
Company shall pay the Executive the Severance Payment and (iii) the Company shall provide the
Executive with continued medical coverage at active-employee rates for eighteen months or, if
earlier, until the Executive receives subsequent employer-provided coverage. For purposes of this
Section 9(b), the “Severance Payment” shall be a lump-sum cash payment equal to 18 months’ salary.



     Payment of the Severance Payment shall be conditioned upon the Executive’s execution of a
general release in form satisfactory to the Company and the Executive; provided, however, that such
release shall not contain post-termination restrictions that are more onerous for the Executive
than those contained in this Agreement.



     10. Confidential Information; Noncompetition; Nonsolicitation; Nondisparagement.



               (a) Confidential Information. Except as may be required or appropriate in connection
with her carrying out her duties under this Agreement, the Executive shall not, without the prior
written consent of the Company or as may otherwise be required by law or any legal process, or as
is necessary in connection with any adversarial proceeding against the Company (in which case the
Executive shall cooperate with the Company in obtaining a protective order at the Company’s expense
against disclosure by a court of competent jurisdiction), communicate, to anyone other than the
Company and those designated by the Company or on behalf of the Company in the furtherance of its
business or to perform her duties hereunder, any trade secrets, confidential information, knowledge
or data relating to the Company, its affiliates or any businesses or investments of the Company or
its affiliates, obtained by the Executive during the Executive’s services to the Company that is
not generally available public knowledge (other than by acts by the Executive in violation of this
Agreement).













 





               (b) Noncompetition. The Executive hereby agrees that during her employment with the
Company and during any Tail Period (as defined below), Executive 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 the Company and its affiliates with
respect to which Executive performed any duties during her employment with MSO and its affiliates
and their predecessors, i.e., a lifestyle media website, television program or publication.
Executive 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 Executive 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 Executive’s services relate to an aspect or
endeavor of such Enterprise that is distinct from, and unrelated to, and Executive has 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 the Company terminates, and ending
on the 18-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. The
Executive agrees that this paragraph as so amended shall be valid and binding as though any invalid
or unenforceable provision had not been included herein. The Executive further agrees that the
remedies at law for any breach or threat of breach by her of this paragraph will be inadequate, and
that, in addition to any other remedy to which the Company may be entitled at law or in equity, the
Company will be entitled to seek a temporary or permanent injunction or injunctions or temporary
restraining order or orders to prevent breaches thereof. The Executive’s 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.



               (c) Nonsolicitation. During the Employment Term, and for 18 months after the
Executive’s Date of Termination, the Executive shall not, directly or indirectly, (1) solicit for
employment by other than the Company any person (other than any personal secretary or assistant
hired to work directly for the Executive) employed by the Company or its affiliated companies as of
the Date of Termination, (2) solicit for employment by other than the Company any person known by
the Executive (after reasonable inquiry) to be employed at the time by the Company or its
affiliated companies as of the date of the solicitation or (3) solicit any employee, customer or
other person with an employment or business relationship with the Company or any of its affiliated
companies to terminate, curtail or otherwise limit such employment or business relationship.



               (d) Non-disparagement. During the Employment Term, and for 2 years after the
Executive’s Date of Termination, (i) the Executive shall not, directly or indirectly, make or
publish any disparaging statements (whether written or oral) regarding the Company or any of its
affiliated companies or businesses, or the affiliates, directors, officers, agents, principal
stockholders or customers of any of them and (ii) neither the Company nor any of its affiliated
companies or businesses or their affiliates, directors, or officers shall directly or indirectly,
make or publish any disparaging statements (whether written or oral) regarding the Executive.



               (e) Injunctive Relief. In the event of a breach or threatened breach of this Section
10, each party agrees that the non-breaching party shall be entitled to injunctive relief in a
court of appropriate jurisdiction to remedy any such breach or threatened breach, the parties
acknowledging that damages would be inadequate and insufficient.



     11. Reimbursement of Legal Fees. If any contest or dispute shall arise between the
Company and the Executive regarding any provision of this Agreement, the Company shall reimburse
the Executive for all legal fees and expenses reasonably incurred by the Executive in connection
with such contest or dispute, but only if the Executive prevails to a substantial extent with
respect to the Executive’s claims brought and pursued in connection with such contest or dispute.
Such reimbursement shall be made as soon as practicable following the resolution of such contest or
dispute (whether or not appealed) to the extent the Company receives written evidence of such fees
and expenses.













 





     12. Indemnification. The Company shall indemnify the Executive as required pursuant to
the indemnification provisions contained in the Company’s By-laws.



     13. Dispute Resolution. Except as set forth in Section 10(e), any controversy or claim
arising out of or relating to this Agreement or the making, interpretation or breach thereof shall
be settled by arbitration in New York City, New York by three arbitrators in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award
rendered by the arbitrator may be entered in any court having jurisdiction thereof, and any party
to the arbitration may institute proceedings in any court having jurisdiction for the specific
performance of any such award. The powers of the arbitrator shall include, but not be limited to,
the awarding of injunctive relief.



     14. Representations.



               (a) The Executive represents and warrants that (i) she is not subject to any contract,
arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in
any way limits her ability to enter into and fully perform her obligations under this Agreement and
(ii) she is not otherwise unable to enter into and fully perform her obligations under this
Agreement.



               (b) The Company represents and warrants to the Executive that (i) this Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and binding obligation of
the Company and (ii) subject to the accuracy of the Executive’s representation in Section 14(a),
the employment of the Executive on the terms and conditions contained in this Agreement will not
conflict with or result in a breach or violation of the terms of any contract or other obligation
or instrument to which the Company is a party or by which it is bound or any statute, law, rule,
regulation, judgment, order or decree applicable to the Company.



     15. Successors; Binding Agreement.



               (a) Company’s Successors. No rights or obligations of the Company under this Agreement
may be assigned or transferred, except that the Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business and/or assets of the Company to expressly assume and agree to perform this Agreement in
the same manner and to the same extent that the Company would be required to perform it if no such
succession had taken place. As used in this Agreement, “Company” shall include any successor to its
business and/or assets (by merger, purchase or otherwise) which executes and delivers the agreement
provided for in this Section 15 or which otherwise becomes bound by all the terms and provisions of
this Agreement by operation of law.



               (b) Executive’s Successors. No rights or obligations of the Executive under this
Agreement may be assigned or transferred by the Executive other than her rights to payments or
benefits hereunder, which may be transferred only by will or the laws of descent and distribution.
Upon the Executive’s death, this Agreement and all rights of the Executive hereunder shall inure to
the benefit of and be enforceable by the Executive’s beneficiary or beneficiaries, personal or
legal representatives, or estate, to the extent any such person succeeds to the Executive’s
interests under this Agreement. If the Executive should die following her Date of Termination while
any amounts would still be payable to her hereunder if she had continued to live, all such amounts
unless otherwise provided herein shall be paid in accordance with the terms of this Agreement to
such person or persons so appointed in writing by the Executive, or otherwise to her legal
representatives or estate.



     16. Notice. For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be deemed to have been
duly given when delivered either personally or by United States certified or registered mail,
return receipt requested, postage prepaid, addressed as follows:




 









 





If to the Executive, at her residence address most recently filed with the Company; and



With a copy to:



Gavin McElroy, Esq.




Frankfurt, Kurnit, Klein & Selz PC

488 Madison Avenue

New York, NY 10022

Tel: (212) 826-5577

Fax: (347) 438-2113



If to the Company:



Martha Stewart Living Omnimedia, Inc.

11 West 42nd Street

New York, NY 10036

Attention: General Counsel

Tel: (212) 827-8036

Fax: (212) 827-8188;




     or to such other address as either party may have furnished to the other in writing in
accordance herewith, except that notices of change of address shall be effective only upon receipt.



     17. Mitigation. The Executive shall not be required to mitigate damages with respect
to the termination of her employment under this Agreement by seeking other employment or otherwise,
and there shall be no offset against amounts due the Executive under this Agreement on account of
subsequent employment except as specifically provided in Section 9(b). Additionally, amounts owed
to the Executive under this Agreement shall not be offset by any claims the Company may have
against the Executive, and the Company’s obligation to make the payments provided for in this
Agreement, and otherwise to perform its obligations hereunder, shall not be affected by any other
circumstances, including, without limitation, any counterclaim, recoupment, defense or other right
which the Company may have against the Executive or others.



     18. Modification; Waiver. No provision of this Agreement may be amended, modified, or
waived unless such amendment or modification is agreed to in writing and signed by the Executive
and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed
by the party to be charged. No waiver by either party hereto at any time of any breach by the other
party hereto of any condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.



     19. Validity. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.



     20. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will constitute one and the same
instrument.



     21. Entire Agreement. This Agreement and the Equity Agreements set forth the entire
agreement of the parties hereto in respect of the subject matter contained herein and supersede all
prior agreements, promises, covenants, arrangements, communications, representations and
warranties, whether oral or written, by any officer, employee or representative of any party hereto
in respect of such subject matter.



     22. Withholding. All payments hereunder shall be subject to any required withholding
of federal, state and local taxes pursuant to any applicable law or regulation.



     23. Section Headings. The section headings in this Agreement are for convenience of
reference only, and they form no part of this Agreement and shall not affect its interpretation.




 









 





     24. Governing Law. Except as otherwise provided in Section 13, the validity,
interpretation, construction and performance of this Agreement shall be governed by the laws of the
State of New York without regard to its conflicts of law principles. Each of the parties agrees
that if any dispute is not resolved by the parties pursuant to Section 13, such dispute shall be
resolved only in the courts of the State of New York sitting in the
County of New York or the United States District Court for the Southern District of New York and the
appellate courts having jurisdiction of appeals in such courts. In that context, and without
limiting the generality of the foregoing, each of the parties irrevocably and unconditionally (a)
submits for itself in any Proceeding relating to this Agreement, or for recognition and enforcement
of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New
York sitting in the County of New York, the court of the United States of America for the Southern
District of New York, and appellate courts having jurisdiction of appeals from any of the
foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and
determined in such New York State court or, to the extent permitted by law, in such federal court;
(b) consents that any such Proceeding may and shall be brought in such courts and waives any
objection that it may now or thereafter have to the venue or jurisdiction of any such Proceeding in
any such court or that such Proceeding was brought in an inconvenient court and agrees not to plead
or claim the same; (c) waives all right to trial by jury in any Proceeding (whether based on
contract, tort or otherwise) arising out of or relating to this Agreement, or its performance under
or the enforcement of this Agreement; (d) agrees that service of process in any such Proceeding may
be effected by mailing a copy of such process by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to such party at its address as provided in Section 16; and
(e) agrees that nothing in this Agreement shall affect the right to effect service of process in
any other manner permitted by the laws of the State of New York.




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



	 	 	 	 	 	 	 
	 	 	MARTHA STEWART LIVING OMNIMEDIA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Susan Lyne
 

Susan Lyne
	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	     /s/ Wenda Harris Millard
 
 Name:
Wenda Harris Millard