**Exhibit 10.13**

 

**INSWEB CORPORATIONEXECUTIVE RETENTION AND SEVERANCE PLAN**

Effective June 14, 2004

 

# 1.                                       **ESTABLISHMENTAND PURPOSE OF PLAN**

 

## 1.1                                 **Establishment.** The InsWeb Corporation Executive Retention and Severance Plan (the ***“Plan”***) is herebyestablished by the Compensation Committee of the Board of Directors of InsWebCorporation, effective June 14, 2004(the ***“Effective Date”***).

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## 1.2                                 **Purpose.** The Company draws upon the knowledge, experience and advice of itsExecutive Officers and Key Employees in order to manage its business for thebenefit of the Company’s stockholders. Due to the widespread awareness of the possibility of mergers,acquisitions and other strategic alliances in the Company’s industry, thetopics of compensation and other employee benefits in the event of a Change inControl or other circumstances that may result in termination of employment areissues in competitive recruitment and retention efforts.  The Committee recognizes that thepossibility or pending occurrence of a Change in Control could lead touncertainty regarding the consequences of such an event and could adverselyaffect the Company’s ability to attract, retain and motivate present and futureExecutive Officers and Key Employees. The Committee has therefore determined that it is in the best interestsof the Company and its stockholders to provide for the continued dedication ofits Executive Officers and Key Employees notwithstanding the possibility oroccurrence of a Change in Control or other circumstances that may result in terminationof employment by establishing this Plan to provide Executive Officers and KeyEmployees with enhanced financial security in the event of a Change in Controlor termination of employment.  Thepurpose of this Plan is to provide its Participants with specified compensationand benefits in the event of a Change in Control or termination of employmentunder circumstances specified herein.

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# 2.                                       **DEFINITIONSAND CONSTRUCTION**

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## 2.1                                 **Definitions.** Whenever used in this Plan, thefollowing terms shall have the meanings set forth below:

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### (a)                                  **“*Base Salary Rate*”** means, as applicable, either:

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#### (1)                                  with respect to a Participant’sInvoluntary Termination, the Participant’s monthly base salary rate in effectimmediately prior to such termination of employment (without giving effect toany reduction in the Participant’s base salary rate constituting Good Reason);or

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#### (2)                                  with respect to a Participant’sTermination Upon a Change in Control, the greater of (i) the Participant’smonthly base salary rate in effect immediately prior to such termination ofemployment (without giving effect to any reduction in the Participant’s basesalary rate constituting Good Reason) or (ii) the Participant’s monthlybase salary rate in effect immediately prior to the applicable Change in Control.

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For this purpose, base salary does not include any bonuses,commissions, fringe benefits, car allowances, other irregular payments or anyother compensation except base salary.

 

### (b)                                 **“*Board*”** means the Board of Directors of the Company..

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### (c)                                  **“*Cause*”** means the occurrence of any of the following, asdetermined in good faith by a vote of not less than two-thirds of the entiremembership of the Board at a meeting of the Board called and held for suchpurpose:

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#### (1)                                  the Participant’s commission of anymaterial act of fraud, embezzlement, dishonesty, intentional falsification ofany employment or other Company Group records, or any criminal act whichimpairs Participant’s ability to perform his or her duties with the CompanyGroup; or

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#### (2)                                  the Participant’s willful misconduct,breach of fiduciary duty for personal profit or material failure to abide bythe Company’s code of conduct or other policies (including, without limitation,policies relating to confidentiality and reasonable workplace conduct); or

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#### (3)                                  the Participant’s unauthorized use ordisclosure of confidential information or trade secrets of any member of theCompany Group; or

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#### (4)                                  the Participant’s conviction (includingany plea of guilty or *nolo contendere*) for a felony causingmaterial harm to the reputation and standing of any member of the CompanyGroup.

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### (d)                                 **“*Change in Control*”** means the occurrence of any of thefollowing:

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#### (1)                                  any “person” (as such term is used inSections 13(d) and 14(d) of the Exchange Act), other than a trustee orother fiduciary holding securities of the Company under an employee benefitplan of the Company, becomes the “beneficial owner” (as defined inRule 13d-3 promulgated under the Exchange Act), directly or indirectly, ofsecurities of the Company representing more than forty percent (40%) of(i) the outstanding shares of common stock of the Company or (ii) thetotal combined voting power of the Company’s then-outstanding securitiesentitled to vote generally in the election of directors;

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#### (2)                                  the Company is party to a merger,consolidation or similar corporation transaction, or series of relatedtransactions, which results in the holders of the voting securities of theCompany outstanding immediately prior to such transaction(s) failing to retainimmediately after such transaction(s) direct or indirect beneficial ownershipof more than fifty percent (50%) of the total combined voting power of thesecurities entitled to vote generally in the election of directors of theCompany or the surviving entity outstanding immediately after suchtransaction(s);

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#### (3)                                  the sale or disposition of all orsubstantially all of the Company’s assets or consummation of any transaction,or series of related transactions, having similar effect (other than a sale ordisposition to one or more subsidiaries of the Company); or

 

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#### (4)                                  a change in the composition of the Boardwithin any consecutive two-year period as a result of which fewer than amajority of the directors are Incumbent Directors;

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provided, however, that a Change in Controlshall be deemed not to include a transaction described in subsections (1) or(2) of this Section in which a majority of the members of the board ofdirectors of the continuing, surviving or successor entity, or parent thereof,immediately after such transaction is comprised of Incumbent Directors.

 

### (e)                                  **“*Change in Control Period*”** means a period:

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#### (1)                                  commencing on the first to occur of(i) the date of the first public announcement of a definitive agreementthat would result in a Change in Control (even though still subject to approvalby the Company’s stockholders and other conditions and contingencies) or(ii) the consummation of a Change in Control, and

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#### (2)                                  ending on the first to occur of(i) the first public announcement by the Company of the termination ofsuch definitive agreement, provided that the Company does not, within three (3)months thereafter, enter into a discussion with the same party or parties thatleads to any such definitive agreement or (ii) the date occurringtwenty-four (24) months following the date of the consummation of such Changein Control.

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### (f)                                    ***“COBRA”*** means the group health plan continuation coverageprovisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 andany applicable regulations promulgated thereunder.

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### (g)                                 ***“Code”*** means the Internal Revenue Codeof 1986, as amended, or any successor thereto and any applicableregulations promulgated thereunder.

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### (h)                                 ***“Committee”*** means the Compensation Committee of theBoard.

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### (i)                                     ***“Company”*** means InsWeb Corporation, a Delawarecorporation, and, following a Change in Control, a Successor that agrees toassume all of the rights and obligations of the Company under this Plan or a Successorwhich otherwise becomes bound by operation of law under this Plan.

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### (j)                                     ***“CompanyGroup”*** meansthe group consisting of the Company and each present or future parent andsubsidiary corporation or other business entity thereof.

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### (k)                                  ***“Exchange Act”*** means the Securities Exchange Actof 1934, as amended.

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### (l)                                     ***“Executive Officer”*** means an individual appointed by theBoard as an executive officer of the Company subject to Section 16 of theExchange Act and serving in such capacity both upon becoming a Participant(unless then serving as a Key Employee) and immediately prior to the first tooccur of (1) a condition constituting Good Reason with respect to suchindividual, (2) such individual’s termination of employment with theCompany Group or (3) the consummation of a Change in Control.

 

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### (m)                               ***“GoodReason”***means:

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#### (1)                                  The occurrence during a Change in ControlPeriod of any of the following conditions without the Participant’s informedwritten consent, which condition(s) remain(s) in effect twenty (20) daysafter written notice to the Company from the Participant of such condition(s):

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##### (i)                                     a material, adverse change in theParticipant’s position, duties, substantive functional responsibilities orreporting responsibilities, causing the Participant’s position to be ofmaterially lesser rank or responsibility within the Company or an equivalentbusiness unit of its parent; or

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##### (ii)                                  a decrease in the Participant’s basesalary rate or a decrease in the Participant’s target bonus amount (subject toapplicable performance requirements with respect to the actual amount of bonuscompensation earned by the Participant); or

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##### (iii)                               any failure by the Company Group to(i) continue to provide the Participant with the opportunity toparticipate, on terms no less favorable than those in effect for the benefit ofany employee group which customarily includes a person holding the employmentposition or a comparable position with the Company Group then held by theParticipant, in any benefit or compensation plans and programs, including, butnot limited to, the Company Group’s life, disability, health, dental, medical,savings, profit sharing, stock purchase and retirement plans, if any, in whichthe Participant was participating immediately prior to such failure, or theirequivalent, or (ii) provide the Participant with all other fringe benefits(or their equivalent) from time to time in effect for the benefit of anyemployee group which customarily includes a person holding the employmentposition or a comparable position with the Company Group then held by theParticipant; or

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##### (iv)                              the relocation of the Participant’s workplace for the Company Group to a location that increases the regular commutedistance between the Participant’s residence and work place by more than thirty(30) miles (one-way), or, following the consummation of a Change in Control,the imposition of business travel requirements substantially more demanding ofthe Participant than such travel requirements existing immediately prior to theChange in Control; or

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##### (v)                                 following the consummation of a Change inControl, any material breach of this Plan by the Company Group with respect tothe Participant.

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#### (2)                                  The occurrence, other than during aChange in Control Period, of the following condition without the Participant’sinformed written consent, which condition remains in effect twenty(20) days after written notice to the Company from the Participant of suchcondition:  a decrease in theParticipant’s base salary rate or a decrease in the Participant’s bonus amount(subject to applicable performance requirements with respect to the actualamount of bonus compensation earned by the Participant), unless such decreaseis equivalent in amount and duration to decreases made concurrently for allother employees of the

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Company Group with responsibilities, organizational level and titlecomparable to those of the Participant.

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The existence of Good Reason shall not be affected by the Participant’stemporary incapacity due to physical or mental illness not constituting aPermanent Disability.  The Participant’scontinued employment for a period not exceeding sixty (60) days following theoccurrence of any condition constituting Good Reason shall not constituteconsent to, or a waiver of rights with respect to, such condition.  For the purposes of any determinationregarding the existence of Good Reason, any claim by the Participant that GoodReason exists shall be presumed to be correct unless the Company establishes tothe Board that Good Reason does not exist, and the Board, acting in good faith,affirms such determination by a vote of not less than two-thirds of its entiremembership (excluding the Participant if the Participant is a member of theBoard).

 

### (n)                                 ***“IncumbentDirector”***means a director who either (1) is a member of the Board as of theEffective Date, or (2) is elected, or nominated for election, to the Boardwith the affirmative votes of at least a majority of the Incumbent Directors atthe time of such election or nomination, but (3) who was not elected ornominated in connection with an actual or threatened proxy contest relating tothe election of directors of the Company.

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### (o)                                 ***“Involuntary Termination”*** means the occurrence of either of thefollowing events other than during a Change in Control Period:

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#### (1)                                  termination by the Company Group of theParticipant’s employment for any reason other than Cause; or

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#### (2)                                  the Participant’s resignation for GoodReason (as described in Section 2.1(m)(2)) from employment with theCompany Group, provided that such resignation occurs within sixty (60) daysfollowing the occurrence of the condition constituting Good Reason;

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provided, however, that InvoluntaryTermination shall not include any termination of the Participant’s employmentwhich is (i) for Cause, (ii) a result of the Participant’s death orPermanent Disability, or (iii) a result of the Participant’s voluntarytermination of employment other than for Good Reason.

 

### (p)                                 ***“Key Employee”*** means an individual, other than anExecutive Officer, who has been designated by the Committee as eligible toparticipate in the Plan.

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### (q)                                 ***“Option”*** means any option to purchase shares ofthe capital stock of the Company or of any other member of the Company Groupgranted to a Participant by the Company or any other Company Group member priorto a Change in Control, including any such option which is assumed by, or forwhich a replacement option is substituted by, the Successor or any other memberof the Company Group in connection with the Change in Control.

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### (r)                                    ***“Participant”*** means (1) each Executive Officerand (2) each Key Employee designated by the Committee to participate inthe Plan, provided in either case that such individual has executed aParticipation Agreement.

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### (s)                                  ***“ParticipationAgreement”***means an Agreement to Participate in the InsWeb Corporation Executive Retentionand Severance Plan in the form attached hereto as Exhibit A or insuch other form as the Committee may approve from time to time; provided,however, that, after a Participation Agreement has been entered into between aParticipant and the Company, it may be modified only by a supplemental writtenagreement executed by both the Participant and the Company.  The terms of such forms of ParticipationAgreement need not be identical with respect to each Participant.  For example, a Participation Agreement maylimit the duration of a Participant’s participation in the Plan or may modifythe definition of “Change in Control” with respect to a Participant.

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### (t)                                    ***“Permanent Disability”*** means a Participant’s incapacity due tobodily injury or disease which (1) prevents the Participant from engagingin the full-time performance of the Participant’s duties for a period of six(6) consecutive months and (2) will, in the opinion of a qualifiedphysician, be permanent and continuous during the remainder of theParticipant’s life.

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### (u)                                 ***“Release”*** means a general release of all known andunknown claims against the Company and its affiliates and their stockholders,directors, officers, employees, agents, successors and assigns substantially inthe form attached hereto as Exhibit B (“General Release ofClaims”), with any modifications thereto determined by legal counsel to theCompany to be necessary or advisable to comply with applicable law or toaccomplish the intent of Section 9 (Exclusive Remedy) hereof.

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### (v)                                 ***“Restrictive Covenants Agreement”*** means an agreement between a Participantand the Company substantially in the form attached hereto as Exhibit C(“Restrictive Covenants Agreement [Executive Officer]”), or Exhibit D(“Restrictive Covenants Agreement [Key Employee]”), whichever is applicable,with any modifications thereto determined by legal counsel to the Company to benecessary or advisable to comply with applicable law.

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### (w)                               ***“SeveranceBenefit Period”***means (1) with respect to a Participant who is an Executive Officer, aperiod of twelve (12) months and (2) with respect to a Participant who isa Key Employee, a period of six (6) months or such longer period as isapproved by the Board and set forth in the Participation Agreement.

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### (x)                                   ***“Successor”*** means any successor in interest tosubstantially all of the business and/or assets of the Company.

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### (y)                                 ***“Terminationin the Absence of a Change in Control”*** means any termination of the Participant’s employmentwith the Company Group which is not a Termination Upon a Change in Control.

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### (z)                                   ***“TerminationUpon a Change in Control”*** means the occurrence of any of the following events:

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#### (1)                                  termination by the Company Group of theParticipant’s employment for any reason other than Cause during a Change inControl Period; or

 

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#### (2)                                  the Participant’s resignation for GoodReason from employment with the Company Group during a Change in ControlPeriod, provided that such resignation occurs within sixty (60) days followingthe occurrence of the condition constituting Good Reason;

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provided, however, that Termination Upon aChange in Control shall not include any termination of the Participant’semployment which is (i) for Cause, (ii) a result of the Participant’sdeath or Permanent Disability, or (iii)  a result of the Participant’svoluntary termination of employment other than for Good Reason.

 

## 2.2                                 **Construction.** Captions and titles contained herein are for convenience only and shallnot affect the meaning or interpretation of any provision of the Plan.  Except when otherwise indicated by thecontext, the singular shall include the plural and the plural shall include thesingular.  Use of the term “or” is notintended to be exclusive, unless the context clearly requires otherwise.

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# 3.                                       **ELIGIBILITYAND PARTICIPATION**

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Each Executive Officer shall be eligible to become a Participant in thePlan.  The Committee shall designatethose Key Employees who shall be eligible to become Participants in thePlan.  To become a Participant, an ExecutiveOfficer or eligible Key Employee must execute a Participation Agreement.

 

# 4.                                       **TERMINATION IN THE ABSENCE OF ACHANGE IN CONTROL.**

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In the event of a Participant’s Termination in the Absence of a Changein Control, the Participant shall be entitled to receive the applicablecompensation and benefits described in this Section 4.

 

## 4.1                                 **Involuntary Termination.**  If theParticipant’s Termination in the Absence of a Change in Control constitutes anInvoluntary Termination, the Participant shall be entitled to receive:

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### (a)                                  **Accrued Obligations.**

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#### (1)                                  all salary, commissions and accrued butunused vacation earned through the date of the Participant’s termination ofemployment;

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#### (2)                                  bonuses earned prior to the date of theParticipant’s termination of employment; provided that, for bonuses thatare based on achievement of periodic financial or operating targets, no bonusor partial bonus shall be earned for the applicable bonus period in which theInvoluntary Termination occurs;

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#### (3)                                  reimbursement within ten (10) businessdays of submission of proper expense reports of all expenses reasonably andnecessarily incurred by the Participant in connection with the business of theCompany Group prior to his or her termination of employment; and

 

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#### (4)                                  the benefits, if any, under any CompanyGroup retirement plan, nonqualified deferred compensation plan, Option or otherstock-based compensation plan or agreement, health benefits plan or otherCompany Group benefit plan to which the Participant may be entitled pursuant tothe terms of such plans or agreements

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### (b)                                 **Severance Benefits.**  Provided thatthe Participant both (i) executes and does not revoke the Releaseapplicable to such Participant at or following the time of the Participant’sInvoluntary Termination and (ii) executes the Restrictive CovenantsAgreement applicable to such Participant, the Participant shall be entitled toreceive the following severance payments and benefits:

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#### (1)                                  **Cash Severance Payments.** The Participant shall be entitled to receive an amount equal to theParticipant’s Base Salary Rate multiplied by the number of months in theSeverance Benefit Period applicable to the Participant.  Such amount shall be apportioned and paid(less applicable tax withholding) in approximately equal installmentscommencing on the first regular payday of the Company following the last tooccur of (i) the Participant’s termination of employment, (ii) thelast day on which the Participant may revoke the Release in accordance with itsterms or (iii) the Participant’s execution of the Restrictive CovenantsAgreement and continuing on each successive regular payday during the remainderof the Severance Benefit Period applicable to the Participant.

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#### (2)                                  **Health Benefits.**  For theperiod commencing immediately following the Participant’s termination of employmentand continuing for the duration of the Severance Benefit Period applicable tothe Participant, the Company shall arrange to provide the Participant and hisor her dependents with health benefits (including medical and dental)substantially similar to those provided to the Participant and his or herdependents immediately prior to the date of such termination ofemployment.  Such benefits shall beprovided to the Participant at the same premium cost to the Participant and atthe same coverage level as in effect as of the Participant’s termination ofemployment; provided, however, that the Participant shall be subject to anychange in the premium cost and/or level of coverage applicable generally to allemployees holding the position or comparable position with the Company Groupwhich the Participant held immediately prior to termination of employment.  The Company may satisfy its obligation toprovide a continuation of health benefits by paying that portion of the Participant’spremiums required under COBRA that exceed the amount of premiums that theParticipant would have been required to pay for continuing coverage had he orshe continued in employment.  If theCompany is not reasonably able to continue such coverage under the Company’shealth benefit plans, the Company shall provide substantially equivalentcoverage under other sources or will reimburse (without a tax gross-up) theParticipant for premiums (in excess of the Participant’s premium cost describedabove) incurred by the Participant to obtain his or her own such coverage.  If the Participant and/or the Participant’sdependents become eligible to receive such coverage under another employer’shealth benefit plans during the applicable Severance Benefit Period, theParticipant shall report such eligibility to the Company, and the Company’sobligations under this subsection shall be secondary to the coverageprovided by such other employer’s plans. For the balance of any period in excess of the applicable SeveranceBenefit Period during which the Participant is entitled to continuationcoverage under COBRA, the Participant shall be entitled to maintain coveragefor himself or herself and the Participant’s eligible dependents at theParticipant’s own expense.

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### (c)                                  **Effect of Breach of Restrictive Covenants Agreement.**  If the Board, acting in good faith, determines by avote of not less than two-thirds of its entire membership, that any action orfailure to act by a Participant constitutes a material breach of theRestrictive Covenants Agreement executed by such Participant, the Company may,in its sole discretion, terminate any further provision of severance paymentsand benefits under Section 4.1(b) and require the Participant to promptlyrepay to the Company any severance payments or benefits underSection 4.1(b) provided to the Participant following the date of suchmaterial breach.  The Company shall beentitled, at its sole discretion, to set off any amounts that the Participantis required to repay to the Company pursuant to this Section 4.1(c)against any amount owed to the Participant by the Company, including any amountowed to the Participant pursuant to Section 4.1(a).

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## 4.2                                 **Other Termination.**  If theParticipant’s Termination in the Absence of a Change in Control results fromany reason other than Involuntary Termination, the Participant shall beentitled to receive:

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### (a)                                  all salary, commissions and accrued butunused vacation earned through the date of the Participant’s termination ofemployment;

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### (b)                                 bonuses earned prior to the date of theParticipant’s termination of employment; provided that, for bonuses thatare based on achievement of periodic financial or operating targets, no bonusor partial bonus shall be earned for the applicable bonus period in which thetermination of employment occurs;

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### (c)                                  reimbursement within ten (10) businessdays of submission of proper expense reports of all expenses reasonably andnecessarily incurred by the Participant in connection with the business of theCompany Group prior to his or her termination of employment; and

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### (d)                                 the benefits, if any, under any CompanyGroup retirement plan, nonqualified deferred compensation plan, Option  or other stock-based compensation plan oragreement, health benefits plan or other Company Group benefit plan to whichthe Participant may be entitled pursuant to the terms of such plans oragreements.

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# 5.                                       **TREATMENTOF OPTIONS UPON A CHANGE IN CONTROL**

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## Notwithstanding anyprovision to the contrary contained in any plan or agreement evidencing anOption held by a Participant, in the event of a Change in Control in which thesurviving, continuing, successor, or purchasing corporation or other businessentity or parent thereof, as the case may be (the “***Acquiror***”), does notassume the Company’s rights and obligations under the then-outstanding Optionsheld by the Participant or substitute for such Options substantially equivalentoptions for the Acquiror’s stock, then the vesting and exercisability of eachsuch Option shall be accelerated in full effective as of the date ten (10) daysprior to but conditioned upon the consummation of the Change in Control,provided that, except as otherwise set forth in Section 6 below, theParticipant remains an employee or other service provider with the CompanyGroup immediately prior to the Change in Control.

 

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# 6.                                       **TERMINATIONUPON A CHANGE IN CONTROL**

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In the event of a Participant’s Termination Upon a Change in Control,the Participant shall be entitled to receive the compensation and benefitsdescribed in this Section 6, provided that if the date of theParticipant’s termination of employment occurs prior to the consummation of theapplicable Change in Control, then (i) the Participant’s termination ofemployment shall be treated initially as an Involuntary Termination, and theParticipant shall be entitled to receive the compensation and benefitsdetermined in accordance with Section 4.1, subject to satisfaction of theconditions set forth in such Section; and (ii) upon the consummation ofsuch Change in Control, if at all, the Participant shall cease to receivecompensation and benefits determined in accordance with Section 4.1 andshall instead be entitled to receive the compensation and benefits described inthis Section 6 (with the date of the consummation of the Change of Controlbeing treated as the date of termination of employment for the purpose ofdetermining the time at which payments due within a ten (10) business dayperiod must be made), against which shall be credited the compensation andbenefits previously provided in accordance with Section 4.1.

 

## 6.1                                 **Accrued Obligations.**  TheParticipant shall be entitled to receive:

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### (a)                                  all salary, commissions and accrued butunused vacation earned through the date of the Participant’s termination ofemployment;

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### (b)                                 bonuses earned prior to the date of theParticipant’s termination of employment; provided that, for bonuses thatare based on achievement of periodic financial or operating targets, no bonusor partial bonus shall be earned for the applicable bonus period in which theTermination Upon a Change in Control occurs; and provided further thatany bonus based upon the consummation of a Change in Control shall be deemedearned in accordance with the terms of such bonus regardless of whether theParticipant’s Termination Upon a Change in Control occurs before or after theconsummation of the Change in Control;

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### (c)                                  reimbursement within ten (10) businessdays of submission of proper expense reports of all expenses reasonably andnecessarily incurred by the Participant in connection with the business of theCompany Group prior to his or her termination of employment; and

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### (d)                                 the benefits, if any, under any CompanyGroup retirement plan, nonqualified deferred compensation plan, stock-basedcompensation plan or agreement (other than any such plan or agreementpertaining to Options, or other stock-based compensation whose treatment isprescribed by Section 6.2(e) below), health benefits plan or other CompanyGroup benefit plan to which the Participant may be entitled pursuant to theterms of such plans or agreements.

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## 6.2                                 **Severance Benefits.**  Provided thatthe Participant both (i) executes and does not revoke the Releaseapplicable to such Participant at or following the time of the Participant’sTermination Upon a Change in Control and (ii) executes the RestrictiveCovenants Agreement applicable to such Participant, the Participant shall beentitled to receive the following severance payments and benefits:

 

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### (a)                                  **Cash Severance Payment.** The Participant shall be entitled to receive an amount equal to theParticipant’s Base Salary Rate multiplied by the number of months in theSeverance Benefit Period applicable to the Participant.  Such amount shall be apportioned and paid(less applicable tax withholding) in approximately equal installmentscommencing on the first regular payday of the Company following the last tooccur of (i) the Participant’s termination of employment, (ii) thelast day on which the Participant may revoke the Release in accordance with itsterms or (iii) the Participant’s execution of the Restrictive CovenantsAgreement and continuing on each successive regular payday during the remainderof the Severance Benefit Period applicable to the Participant.

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### (b)                                 **Health, Life Insuranceand Long-Term Disability Benefits.**  For theperiod commencing immediately following the Participant’s termination ofemployment and continuing for the duration of the Severance Benefit Periodapplicable to the Participant, the Company shall arrange to provide theParticipant and his or her dependents with health (including medical anddental), life insurance and long-term disability benefits substantially similarto those provided to the Participant and his or her dependents immediatelyprior to the date of such termination of employment (without giving effect toany reduction in such benefits constituting Good Reason).  Such benefits shall be provided to the Participantat the same premium cost to the Participant and at the same coverage level asin effect as of the Participant’s termination of employment (without givingeffect to any reduction in such benefits constituting Good Reason); provided,however, that the Participant shall be subject to any change in the premiumcost and/or level of coverage applicable generally to all employees holding theposition or comparable position with the Company which the Participant heldimmediately prior to the Change in Control. The Company may satisfy its obligation to provide a continuation ofhealth benefits by paying that portion of the Participant’s premiums requiredunder COBRA that exceed the amount of premiums that the Participant would havebeen required to pay for continuing coverage had he or she continued inemployment.  If the Company is notreasonably able to continue health, life insurance and/or long-term disabilitybenefits coverage under the Company’s benefit plans, the Company shall providesubstantially equivalent coverage under other sources or will reimburse(without a tax gross-up) the Participant for premiums (in excess of theParticipant’s premium cost described above) incurred by the Participant toobtain his or her own such coverage.  Ifthe Participant and/or the Participant’s dependents become eligible to receiveany such coverage under another employer’s benefit plans during the applicableSeverance Benefit Period, the Participant shall report such eligibility to theCompany, and the Company’s obligations under this subsection shall besecondary to the coverage provided by such other employer’s plans.  For the balance of any period in excess ofthe applicable Severance Benefit Period during which the Participant isentitled to continuation coverage under COBRA, the Participant shall beentitled to maintain coverage for himself or herself and the Participant’seligible dependents at the Participant’s own expense.

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### (c)                                  **Acceleration of Vestingof Options and Other Stock-Based Compensation.** Notwithstanding any provision to the contrary contained in any agreementevidencing an Option or other stock-based compensation award granted to aParticipant, the vesting and/or exercisability of each of the Participant’soutstanding Options and other stock-based compensation awards shall beaccelerated in full effective as of the date of the Participant’s terminationof employment so that each such Option and other stock-based compensation awardheld by the Participant shall be immediately exercisable and/or fully vested

 

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as of such date; provided, however, that such acceleration ofvesting and/or exercisability shall not apply to any stock-based compensationaward where such acceleration would result in plan disqualification or wouldotherwise be contrary to applicable law (e.g., an employee stock purchase planintended to qualify under Section 423 of the Code).

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### (d)                                 **Relocation Reimbursement.**  A Participantwho has been employed by the Company less than twelve (12) months prior to thecommencement of the Change in Control Period applicable to such individual,whose Termination Upon a Change in Control occurs no later than twelve (12)months after the consummation of the Change in Control and who relocated hisprimary residence more than fifty (50) miles to accommodate his or heremployment with the Company shall be entitled to reimbursement for reasonableexpenses incurred in connection with relocating the Participant’s primaryresidence following the termination of employment, up to a maximum of $25,000.

###  

## 6.3                                 **Effect of Breach of Restrictive Covenants Agreement.**  If the Board, acting in good faith, determines by avote of not less than two-thirds of its entire membership, that any action orfailure to act by a Participant constitutes a material breach of theRestrictive Covenants Agreement executed by such Participant, the Company may,in its sole discretion, terminate any further provision of severance paymentsand benefits under Section 6.2 and require the Participant to promptlyrepay to the Company any severance payments or benefits under Section 6.2provided to the Participant following the date of such material breach.  The Company shall be entitled, at its solediscretion, to set off any amounts that the Participant is required to repay tothe Company pursuant to this Section 6.3 against any amount owed to theParticipant by the Company, including any amount owed to the Participantpursuant to Section 6.1.

##  

## 6.4                                 **Indemnification;Insurance.**

##  

### (a)                                  In addition to any rights a Participantmay have under any indemnification agreement previously entered into betweenthe Company and such Participant (a “***Prior Indemnity Agreement***”), from and afterthe date of the Participant’s Termination Upon a Change in Control, the Companyshall indemnify and hold harmless the Participant against any costs or expenses(including attorneys’ fees), judgments, fines, losses, claims, damages orliabilities incurred in connection with any claim, action, suit, proceeding orinvestigation, whether civil, criminal, administrative or investigative, byreason of the fact that the Participant is or was a director, officer, employeeor agent of the Company Group, or is or was serving at the request of theCompany Group as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, whether asserted orclaimed prior to, at or after the date of the Participant’s termination ofemployment, to the fullest extent permitted under applicable law, and the Companyshall also advance fees and expenses (including attorneys’ fees) as incurred bythe Participant to the fullest extent permitted under applicable law.  In the event of a conflict between theprovisions of a Prior Indemnity Agreement and the provisions of this Plan, theParticipant may elect which provisions shall govern.

###  

### (b)                                 For a period of six (6) years from andafter the date of the Participant’s Termination Upon a Change in Control, theCompany shall maintain a policy of directors’ and officers’ liability insurancefor the benefit of such Participant which provides him 

 

12

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or her with coverage no less favorable than that provided for theCompany’s continuing officers and directors.

###  

# 7.                                       **FEDERALEXCISE TAX UNDER SECTION 4999 OF THE CODE**

#  

## In the event that anypayment or benefit received or to be received by a Participant pursuant to thisPlan or otherwise payable to the Participant (collectively, the “***Payments***”)would subject the Participant to any excise tax pursuant to Section 4999of the Code, or any similar or successor provision (the “***Excise Tax***”), due to the characterization ofthe Payments as “excess parachute payments” under Section 280G of the Codeor any similar or successor provision (“***Section 280G***”), then, notwithstanding the otherprovisions of this Plan, the Participant shall be paid all of the Payments,and, in addition, shall be entitled to receive an additional payment (the “***Gross-Up Payment***”)such that the net amount retained by the Participant from the Payments and theGross-Up Payment, after deduction of (a) any Excise Tax on the Payments,(b) any federal, state and local income or employment tax and Excise Taxon the Gross-Up Payment and (c) any interest, penalties or additions totax payable by the Participant with respect thereto, shall be equal to thePayments.  The Gross-Up Payment, if any,shall be paid by the Company within ten (10) business days following thedetermination of the Accountants, as provided below.

##  

## 7.1                                 **Determination ofAmounts.**

##  

### (a)                                  **Determination byAccountants.**  All computations and determinations calledfor by this Section 7 shall be promptly determined and reported in writingto the Company and the Participant by independent public accountants selectedby the Company and reasonably acceptable to the Participant (the ***“Accountants”***), andall such computations and determinations shall be conclusive and binding uponthe Participant and the Company.  Forthe purposes of such determinations, the Accountants may rely on reasonable,good faith interpretations concerning the application of Sections 280G and 4999of the Code.  The Company and theParticipant shall furnish to the Accountants such information and documents asthe Accountants may reasonably request in order to make their requireddeterminations.  The Company shall bearall fees and expenses charged by the Accountants in connection with suchservices.

###  

### (b)                                 **Determination of ExciseTax.**  For purposes of determining whether any ofthe Payments will be subject to the Excise Tax and the amount of such ExciseTax:

###  

#### (1)                                  Any payments or benefits received or tobe received by the Participant in connection with transactions contemplated bya Change in Control event or the Participant’s termination of employment(whether pursuant to the terms of this Plan or any other plan, arrangement oragreement with the Company), shall be treated as “parachute payments” within the meaning of Section 280G,and all “excess parachute payments” within the meaning of Section 280G shall be treatedas subject to the Excise Tax, unless in the opinion of the Accountants suchpayments or benefits (in whole or in part) do not constitute parachutepayments, or such excess parachute payments (in whole or in part) representreasonable

 

13

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####  

compensation for services actually rendered within the meaning ofSection 280G in excess of the base amount within the meaning ofSection 280G, or are otherwise not subject to the Excise Tax.

####  

#### (2)                                  The amount of the Payments which shall betreated as subject to the Excise Tax shall be equal to the lesser of(i) the total amount of the Payments or (ii) the amount of the excessparachute payments within the meaning of Section 280G (after applyingSection 7.3(b)(1) above).

####  

#### (3)                                  The value of any non-cash benefits or anydeferred payment or benefit shall be determined by the Accountants inaccordance with the principles of Section 280G.

####  

### (c)                                  **Determination ofGross-Up Payment.**  For purposes of determining the amount ofthe Gross-Up Payment, the Participant shall be deemed to pay federal incometaxes at the highest marginal rate of federal income taxation in the calendaryear in which the Gross-Up Payment is to be made and state and local incometaxes at the highest marginal rate of taxation in the state and locality of theParticipant’s residence on the date the Gross-Up Payment is to be made, net ofthe maximum reduction in federal income taxes which could be obtained fromdeduction of such state and local taxes.

###  

## 7.2                                 **Notice and Contest ofClaim.**

##  

### (a)                                  The Participant described inSection 7.2 shall notify the Company in writing of any claim by theInternal Revenue Service that, if successful, would require the payment by theCompany of a Gross-Up Payment.  Suchnotification shall be given as soon as practicable but no later than sixty (60)calendar days after the Participant is informed in writing of such claim andshall apprise the Company of the nature of such claim and the date on whichsuch claim is requested to be paid.  TheParticipant shall not pay such claim prior to the expiration of the thirty(30) day period following the date on which the Participant gives suchnotice to the Company (or such shorter period ending on the date that anypayment of taxes with respect to such claim is due).  If the Company notifies the Participant in writing prior to theexpiration of such period that it desires to contest such claim, theParticipant shall:

###  

#### (1)                                  give the Company any informationreasonably requested by the Company relating to such claim;

####  

#### (2)                                  take such action in connection withcontesting such claim as the Company shall reasonably request in writing fromtime to time, including, without limitation, accepting legal representationwith respect to such claim by an attorney reasonably selected by the Companyand reasonably satisfactory to the Participant;

####  

#### (3)                                  cooperate with the Company in good faithin order to effectively contest such claim; and

####  

#### (4)                                  permit the Company to participate in anyproceedings relating to such claim;

####  

provided, however, that the Company shall bearand pay directly all costs and expenses

 

14

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(including, but not limited to, additional interest and penalties andrelated legal, consulting or other similar fees) incurred in connection withsuch contest and shall indemnify and hold the Participant harmless, on anafter-tax basis, for any Excise Tax or other tax (including interest andpenalties with respect thereto) imposed as a result of such representation andpayment of costs and expenses.

 

### (b)                                 The Company shall control all proceedingstaken in connection with such contest and, at its sole option, may pursue orforego any and all administrative appeals, proceedings, hearings andconferences with the taxing authority in respect of such claim and may, at itssole option, either direct the Participant to pay the tax claimed and sue for arefund or contest the claim in any permissible manner, and the Participantagrees to prosecute such contest to a determination before any administrativetribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that if the Companydirects the Participant to pay such claim and sue for a refund, the Companyshall advance the amount of such payment to the Participant on an interest-freebasis, and shall indemnify and hold the Participant harmless, on an after-taxbasis, from any Excise Tax or other tax (including interest or penalties withrespect thereto) imposed with respect to such advance or with respect to anyimputed income with respect to such advance; and provided, further, that if theParticipant is required to extend the statute of limitations to enable theCompany to contest such claim, the Participant may limit this extension solelyto such contested amount.  The Company’scontrol of the contest shall be limited to issues with respect to which aGross-Up Payment would be payable hereunder and the Participant shall beentitled to settle or contest, as the case may be, any other issue raised bythe Internal Revenue Service or any other taxing authority.  In addition, no position may be taken norany final resolution be agreed to by the Company without the Participant’s consentif such position or resolution could reasonably be expected to adversely affectthe Participant (including any other tax position of the Participant unrelatedto the matters covered hereby).

###  

## 7.3                                 **Adjustments with Respect to Gross-Up Payment.**

##  

### (a)                                  In the event that the Excise Tax issubsequently determined to be less than the amount taken into accounthereunder, the Participant shall repay to the Company, at the time that theamount of such reduction in Excise Tax is finally determined, the portion ofthe Gross-Up Payment attributable to such reduction (plus the portion of theGross-Up Payment attributable to the Excise Tax and federal, state and localincome and employment taxes imposed on the Gross-Up Payment being repaid by theParticipant to the extent that such repayment results in a reduction in ExciseTax and/or a federal, state or local income or employment tax deduction) plusinterest on the amount of such repayment at the rate provided inSection 1274(b)(2)(B) of the Code.

###  

### (b)                                 In the event that the Excise Tax issubsequently determined to exceed the amount taken into account hereunder(including by reason of any payment the existence or amount of which cannot bedetermined at the time of the Gross-Up Payment), the Company shall make anadditional Gross-Up Payment in respect of such excess (plus any interest,penalties or additions to tax payable by the Participant with respect to suchexcess) at the time that the amount of such excess is finally determined.

###  

15

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# 8.                                       **CONFLICTIN BENEFITS; NONCUMULATION OF BENEFITS**

#  

## 8.1                                 **Effect of Plan.** The terms of this Plan, when accepted by a Participant pursuant to anexecuted Participation Agreement, shall supersede all prior arrangements,whether written or oral, and understandings regarding the subject matter ofthis Plan and shall be the exclusive agreement for the determination of anypayments and benefits due to the Participant upon the events described inSections 4, 5, 6 and 7.

##  

## 8.2                                 **Noncumulation ofBenefits.**  Except as expressly provided in a writtenagreement between a Participant and the Company entered into after the date ofsuch Participant’s Participation Agreement and which expressly disclaims thisSection 8.2 and is approved by the Board or the Committee, the totalamount of payments and benefits that may be received by the Participant as aresult of the events described in Sections 4, 5, 6 and 7 pursuant to (a) thePlan, (b) any agreement between the Participant and the Company or (c) anyother plan, practice or statutory obligation of the Company, shall not exceedthe amount of payments and benefits provided by this Plan upon such events(plus any payments and benefits provided pursuant to a Prior IndemnityAgreement, as described in Section 6.4(a)), and the aggregate amountspayable under this Plan shall be reduced to the extent of any excess (but notbelow zero).

##  

# 9.                                       **EXCLUSIVEREMEDY**

#  

The payments and benefits provided by Section 4 andSections 6 and 7 (plus any payments and benefits provided pursuant to aPrior Indemnity Agreement, as described in Section 6.4(a)), if applicable,shall constitute the Participant’s sole and exclusive remedy for any allegedinjury or other damages arising out of the cessation of the employmentrelationship between the Participant and the Company in the event of theParticipant’s Termination in the Absence of a Change in Control or theParticipant’s Termination Upon a Change in Control, respectively.  The Participant shall be entitled to noother compensation, benefits, or other payments from the Company as a result of(a) the Participant’s Termination in the Absence of a Change in Controlwith respect to which the payments and benefits described in Section 4, ifapplicable, have been provided to the Participant, or (b) theParticipant’s Termination Upon a Change in Control with respect to which thepayments and benefits described in Section 6 and Section 7 (plus anypayments and benefits provided pursuant to a Prior Indemnity Agreement), ifapplicable, have been provided to the Participant, except as expressly setforth in this Plan or, subject to the provisions of Section 8.2, in a dulyexecuted employment agreement between Company and the Participant.

 

# 10.                                 **PROPRIETARY AND CONFIDENTIALINFORMATION**

#  

The Participant agrees to continue to abide by the terms and conditionsof the confidentiality and/or proprietary rights agreement between theParticipant and the Company or any other member of the Company Group.

 

# 11.                                 **NOCONTRACT OF EMPLOYMENT**

#  

Neither the establishment of the Plan, nor any amendment thereto, northe payment or provision of any benefits shall be construed as giving anyperson the right to be

 

16

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retained by the Company, a Successor or any other member of the CompanyGroup.  Except as otherwise establishedin an employment agreement between the Company and a Participant, theemployment relationship between the Participant and the Company is an “at-will”relationship.  Accordingly, either theParticipant or the Company may terminate the relationship at any time, with orwithout cause, and with or without notice except as otherwise provided bySection 15.  In addition, nothingin this Plan shall in any manner obligate any Successor or other member of theCompany Group to offer employment to any Participant or to continue theemployment of any Participant which it does hire for any specific duration oftime.

 

# 12.                                 **CLAIMSFOR BENEFITS**

#  

## 12.1                           **ERISA Plan.**  This Plan isintended to be (a) an employee welfare plan as defined inSection 3(1) of Employee Retirement Income Security Act of 1974 (“***ERISA***”)and (b) a “top-hat” plan maintained for the benefit of a select group ofmanagement or highly compensated employees of the Company Group.

##  

## 12.2                           **Application for Benefits.**  Allapplications for payments and/or benefits under the Plan (“***Benefits***”)shall be submitted to the Company’s Vice President, Human Resources (the “***Claims Administrator***”), with a copy to the Company’s General Counsel.  Applications for Benefits must be in writingon forms acceptable to the Claims Administrator and must be signed by theParticipant or beneficiary.  The ClaimsAdministrator reserves the right to require the Participant or beneficiary tofurnish such other proof of the Participant’s expenses, including withoutlimitation, receipts, canceled checks, bills, and invoices as may be requiredby the Claims Administrator.

##  

## 12.3                           **Appeal of Denial of Claim.**

##  

### (a)                                  If a claimant’s claim for Benefits isdenied, the Claims Administrator shall provide notice to the claimant inwriting of the denial within ninety (90) days after its submission.  The notice shall be written in a mannercalculated to be understood by the claimant and shall include:

###  

#### (1)                                  The specific reason or reasons for thedenial;

####  

#### (2)                                  Specific references to the Planprovisions on which the denial is based;

####  

#### (3)                                  A description of any additional materialor information necessary for the applicant to perfect the claim and anexplanation of why such material or information is necessary; and

####  

#### (4)                                  An explanation of the Plan’s claimsreview procedures and a statement of claimant’s right to bring a civil actionunder ERISA Section 502(a) following an adverse benefit determination.

####  

### (b)                                 If special circumstances require anextension of time for processing the initial claim, a written notice of theextension and the reason therefor shall be

 

17

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furnished to the claimantbefore the end of the initial ninety (90) day period.  In no event shall such extension exceed ninety (90) days.

###  

### (c)                                  If a claim for Benefits is denied, theclaimant, at the claimant’s sole expense, may appeal the denial to theCommittee (the “***Appeals Administrator***”) within sixty (60) days of thereceipt of written notice of the denial. In pursuing such appeal the applicant or his duly authorizedrepresentative:

###  

#### (1)                                  may request in writing that the AppealsAdministrator review the denial;

####  

#### (2)                                  may review pertinent documents; and

####  

#### (3)                                  may submit issues and comments inwriting.

####  

### (d)                                 The decision on review shall be madewithin sixty (60) days of receipt of the request for review, unless specialcircumstances require an extension of time for processing, in which case adecision shall be rendered as soon as possible, but not later than one hundredtwenty (120) days after receipt of the request for review.  If such an extension of time is required,written notice of the extension shall be furnished to the claimant before theend of the original sixty (60) day period. The decision on review shall be made in writing, shall be written in amanner calculated to be understood by the claimant, and, if the decision onreview is a denial of the claim for Benefits, shall include:

###  

#### (1)                                  The specific reason or reasons for thedenial;

####  

#### (2)                                  Specific references to the Planprovisions on which the denial is based;

####  

#### (3)                                  A description of any additional materialor information necessary for the applicant to perfect the claim and anexplanation of why such material or information is necessary; and

####  

#### (4)                                  An explanation of the Plan’s claimsreview procedures and a statement of claimant’s right to bring a civil actionunder ERISA Section  502(a) following an adverse benefitdetermination.

####  

# 13.                                 **DISPUTE RESOLUTION**

#  

## In the event of anydispute or claim relating to or arising out of this Plan that is not resolvedin accordance with procedure described in Section 12, the Company and theParticipant, each by executing a Participation Agreement, agree that all suchdisputes or claims shall be resolved by means of binding arbitration inSacramento County, California before a sole arbitrator, in accordance with thelaws of the State of California for agreements made in that State or asotherwise required by ERISA.  Anyarbitration shall be administered by JAMS pursuant to its ComprehensiveArbitration Rules and Procedures. Judgment on the award may be entered in anycourt having jurisdiction.  Theprevailing party shall be entitled to recover from

 

18

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the losing party its attorneys’ fees and costs incurred in any actionbrought to enforce any right arising out of this Plan.

##  

# 14.                                 **SUCCESSORSAND ASSIGNS**

#  

## 14.1                           **Successors of theCompany.**  The Company shall require any successor orassign (whether direct or indirect, by purchase, merger, consolidation orotherwise) to all or substantially all of the business and/or assets of theCompany, expressly, absolutely and unconditionally to assume and agree toperform this Plan in the same manner and to the same extent that the Companywould be required to perform it if no such succession or assignment had takenplace.

##  

## 14.2                           **Acknowledgment byCompany.**  If, after a Change in Control, the Companyfails to reasonably confirm that it has performed the obligation described inSection 14.1 within twenty (20) days after written notice from theParticipant, such failure shall be a material breach of this Plan and shallentitle the Participant to resign for Good Reason and to receive the benefitsprovided under this Plan in the event of Termination Upon a Change in Control.

##  

## 14.3                           **Heirs andRepresentatives of Participant.**  This Planshall inure to the benefit of and be enforceable by the Participant’s personalor legal representatives, executors, administrators, successors, heirs,distributees, devises, legatees or other beneficiaries.  If the Participant should die while anyamount would still be payable to the Participant hereunder (other than amountswhich, by their terms, terminate upon the death of the Participant) if theParticipant had continued to live, then all such amounts, unless otherwiseprovided herein, shall be paid in accordance with the terms of this Plan to theexecutors, personal representatives or administrators of the Participant’sestate.

##  

# 15.                                 **NOTICES**

#  

## 15.1                           **General.** For purposes of this Plan, notices and all other communications providedfor herein shall be in writing and shall be deemed to have been duly given whenpersonally delivered or when mailed by United States certified mail, returnreceipt requested, or by overnight courier, postage prepaid, as follows:

##  

### (a)                                  if to the Company:

###  

InsWeb Corporation

11290 Pyrites Way

Suite 200

Gold River, CA 95670

Attention: General Counsel

 

### (b)                                 if to the Participant, at the homeaddress which the Participant most recently communicated to the Company inwriting.

###  

Either party may provide the other with notices of change of address,which shall be effective upon receipt.

 

19

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## 15.2                           **Notice of Termination.** Any termination by the Company of the Participant’s employment or anyresignation of employment by the Participant shall be communicated by a noticeof termination or resignation to the other party hereto given in accordancewith Section 15.1.  Such noticeshall indicate the specific termination provision in this Plan relied upon,shall set forth in reasonable detail the facts and circumstances claimed toprovide a basis for termination under the provision so indicated, and shallspecify the termination date.

##  

# 16.                                 **TERMINATIONAND AMENDMENT OF PLAN**

#  

The Plan and/or any Participation Agreement executed by a Participantmay not be terminated with respect to such Participant without the writtenconsent of the Participant and the approval of the Board or the Committee.  The Plan and/or any Participation Agreementexecuted by a Participant may be modified, amended or superseded with respectto such Participant only by a supplemental written agreement between theParticipant and the Company approved by the Board or the Committee.

 

# 17.                                 **MISCELLANEOUSPROVISIONS**

#  

## 17.1                           **Unfunded Obligation.** Any amounts payable to Participants pursuant to the Plan are unfundedobligations.  The Company shall not berequired to segregate any monies from its general funds, or to create anytrusts, or establish any special accounts with respect to such obligations.  The Company shall retain at all timesbeneficial ownership of any investments, including trust investments, which theCompany may make to fulfill its payment obligations hereunder.  Any investments or the creation ormaintenance of any trust or any Participant account shall not create or constitutea trust or fiduciary relationship between the Board or the Company and aParticipant, or otherwise create any vested or beneficial interest in anyParticipant or the Participant’s creditors in any assets of the Company.

##  

## 17.2                           **No Duty to Mitigate; Obligationsof Company.**  A Participant shall not be required tomitigate the amount of any payment or benefit contemplated by this Plan byseeking employment with a new employer or otherwise, nor shall any such paymentor benefit (except for benefits to the extent described inSection 4.1(b)(2) or Section 6.2(b)) be reduced by any compensationor benefits that the Participant may receive from employment by anotheremployer.  Except as otherwise providedby this Plan, the obligations of the Company to make payments to theParticipant and to make the arrangements provided for herein are absolute andunconditional and may not be reduced by any circumstances, including withoutlimitation any set-off, counterclaim, recoupment, defense or other right whichthe Company may have against the Participant or any third party at any time.

##  

## 17.3                           **No Representations.** By executing a Participation Agreement, the Participant acknowledgesthat in becoming a Participant in the Plan, the Participant is not relying andhas not relied on any promise, representation or statement made by or on behalfof the Company which is not set forth in this Plan.

##  

## 17.4                           **Waiver.** No waiver by the Participant or the Company of any breach of, or of anylack of compliance with, any condition or provision of this Plan by the otherparty shall

 

20

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be considered a waiver of any other condition or provision or of thesame condition or provision at another time.

##  

## 17.5                           **Choice of Law.** The validity, interpretation, construction and performance of this Planshall be governed by the substantive laws of the State of California, withoutregard to its conflict of law provisions.

##  

## 17.6                           **Validity.** The invalidity or unenforceability of any provision of this Plan shall notaffect the validity or enforceability of any other provision of this Plan,which shall remain in full force and effect.

##  

## 17.7                           **Benefits Not Assignable.** Except as otherwise provided herein or by law, no right or interest ofany Participant under the Plan shall be assignable or transferable, in whole orin part, either directly or by operation of law or otherwise, including,without limitation, by execution, levy, garnishment, attachment, pledge or inany other manner, and no attempted transfer or assignment thereof shall beeffective.  No right or interest of anyParticipant under the Plan shall be liable for, or subject to, any obligationor liability of such Participant.

##  

## 17.8                           **Tax Withholding.** All payments made pursuant to this Plan will be subject to withholdingof applicable income and employment taxes.

##  

## 17.9                           **Consultation with Legaland Financial Advisors.**  By executing a ParticipationAgreement, the Participant acknowledges that this Plan confers significantlegal rights, and may also involve the waiver of rights under other agreements;that the Company has encouraged the Participant to consult with theParticipant’s personal legal and financial advisors; and that the Participanthas had adequate time to consult with the Participant’s advisors before executingthe Participation Agreement.

##  

## 17.10                     **Further Assurances.**  From time totime, at the Company’s request and without further consideration, theParticipant shall execute and deliver such additional documents and take allsuch further action as reasonably requested by the Company to be necessary ordesirable to make effective, in the most expeditious manner possible, the termsof the Plan and the Participant’s Participation Agreement, Release andRestrictive Covenants Agreement, and to provide adequate assurance of theParticipant’s due performance thereunder.

##  

# 18.                                 **AGREEMENT**

#  

By executing a Participation Agreement, the Participant acknowledgesthat the Participant has received a copy of this Plan and has read, understandsand is familiar with the terms and provisions of this Plan.  This Plan shall constitute an agreementbetween the Company and the Participant executing a Participation Agreement.

 

IN WITNESS WHEREOF, the undersigned Secretary of the Company certifiesthat the foregoing Plan was duly adopted by the Committee on June 14,2004.

 

21

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**EXHIBITA**

 

 

FORM OF

 

AGREEMENT TO PARTICIPATE IN THE

 

INSWEB CORPORATION

 

EXECUTIVE RETENTION AND SEVERANCE PLAN

 

----

 

**AGREEMENTTO PARTICIPATE IN THEInsWeb CORPORATIONEXECUTIVE RETENTION AND SEVERANCE PLANAdopted           , 2004**

 

In consideration of the benefits provided by the InsWeb CorporationExecutive Retention and Severance Plan (the *“**Plan**”*), the undersigned employeeof InsWeb Corporation (the *“**Company**”*) and the Company agreethat, as of the date written below, the undersigned shall become a Participantin the Plan and shall be fully bound by and subject to all of itsprovisions.  All references to a“Participant” in the Plan shall be deemed to refer to the undersigned.

 

The undersigned employee acknowledges that the Plan confers significantlegal rights and may also constitute a waiver of rights under other agreementswith the Company; that the Company has encouraged the undersigned to consultwith the undersigned’s personal legal and financial advisors; and that theundersigned has had adequate time to consult with the undersigned’s advisorsbefore executing this agreement.

 

The undersigned employee acknowledges that he or she has received acopy of the Plan and has read, understands and is familiar with the terms andprovisions of the Plan.  The undersignedemployee further acknowledges that (1) by accepting the arbitration provisionset forth in Section 13 of the Plan, the undersigned is waiving any rightto a jury trial in the event of any dispute covered by such provision and (2)except as otherwise established in an employment agreement between the Companyand the undersigned, the employment relationship between the undersigned andthe Company is an “at-will” relationship.

 

Executedon                                                   .

 
| PARTICIPANT  | INSWEB CORPORATION |
|--------------|--------------------|
|         |               |
|         |               |
|         |               | By: |   |   |
| Signature    |               |
|         |               |
|         |               | Title: |   |   |
| Name Printed |               |
|         |               |
|         |               |   |
| Address      |               |
|              |                    |  |  |  |  |

 

----

 

**EXHIBITB**

 

 

FORM OF

 

GENERAL RELEASE OF CLAIMS

 

----

 

**GENERAL RELEASE OF CLAIMS**

 

This Agreement is by and between [**EmployeeName**] (“Employee”) and [**InsWebCorporation or successor that agrees to assume the Executive Retention andSeverance Plan following a Change in Control**] (the “Company”).  This Agreement will become effective on theeighth (8th) day after it is signed by Employee (the “Effective Date”),provided that the Company has signed this Agreement and Employee has notrevoked this Agreement (by written notice to [**CompanyContact Name**] at the Company) prior to that date.

 

RECITALS

 

A.                                   Employeewas employed by the Company as of               ,      .

 

B.                                     Employeeand the Company entered into an Agreement to Participate in the InsWebCorporation Executive Retention and Severance Plan (such agreement and planbeing referred to herein as the “Plan”) effective asof               ,      wherein Employee is entitled to receive certain benefits in the event of [**an Involuntary Termination**] [**a Termination Upon a Change in Control**] (asdefined by the Plan), provided Employee signs and does not revoke a Release (asdefined by the Plan).

 

C.                                     [**A Change in Control (as defined by the Plan) hasoccurred as a result of** [***briefly describe change in control***]]

 

D.                                    Employee’semployment is being terminated as a result of [**an Involuntary Termination**] [**aTermination Upon a Change in Control**].  Employee’s last day of work and termination are effective as of               ,      .Employee desires to receive the payments and benefits provided by the Plan byexecuting this Release.

 

NOW, THEREFORE, the parties agree as follows:

 

1.                                       Commencingon the Effective Date, the Company shall provide Employee with the applicablepayments and benefits set forth in the Plan in accordance with the terms of thePlan.  Employee acknowledges that thepayments and benefits made pursuant to this paragraph are made in fullsatisfaction of the Company’s obligations under the Plan.  Employee further acknowledges that Employeehas been paid all wages and accrued, unused vacation that Employee earnedduring his or her employment with the Company.

 

2.                                       Employeeand Employee’s successors release the Company, its respective subsidiaries,stockholders, investors, directors, officers, employees, agents, attorneys,insurers, legal successors and assigns of and from any and all claims, actionsand causes of action, whether now known or unknown, which Employee now has, orat any other time had, or shall or may have against those released partiesbased upon or arising out of any matter, cause, fact, thing, act or omissionwhatsoever directly related to Employee’s employment by the Company or thetermination of such employment and occurring or existing at any time up to andincluding the Effective Date, including, but not limited to, any claims ofbreach of written contract, wrongful termination, retaliation, fraud,defamation, infliction of emotional distress, or national origin,

 

----

 

race, age, sex, sexual orientation, disability or other discriminationor harassment under the Civil Rights Act of 1964, the Age Discrimination InEmployment Act of 1967, the Americans with Disabilities Act, the FairEmployment and Housing Act or any other applicable law.  Notwithstanding the foregoing, this releaseshall not apply to any right of the Employee pursuant to Section 6.4 ofthe Plan or pursuant to a Prior Indemnity Agreement (as such term is defined bythe Plan).

 

3.                                       Employeeacknowledges that he or she has read Section 1542 of the Civil Code of theState of California, which states in full:

 

A general release does not extend to claims which the creditor does notknow or suspect to exist in his favor at the time of executing the release,which if known by him must have materially affected his settlement with thedebtor.

 

Employee waives any rights that Employee has or may have underSection 1542 and comparable or similar provisions of the laws of otherstates in the United States to the full extent that he or she may lawfullywaive such rights pertaining to this general release of claims, and affirmsthat Employee is releasing all known and unknown claims that he or she has ormay have against the parties listed above.

4.                                       Employeeand the Company acknowledge and agree that they shall continue to be bound byand comply with the terms and obligations under the following agreements: (i)any proprietary rights or confidentiality agreements between the Company andEmployee, (ii) the Plan, (iii) any Prior Indemnity Agreement (as such term isdefined by the Plan) to which Employee is a party, [**and**] (iv) any stock option, stock grant or stock purchaseagreements between the Company and Employee [**and(v) the Restrictive Covenants Agreement between the Company and Employee**].

 

5.                                       ThisAgreement shall be binding upon, and shall inure to the benefit of, the partiesand their respective successors, assigns, heirs and personal representatives.

 

6.                                       Theparties agree that any and all disputes that both (i) arise out of the Plan,the interpretation, validity or enforceability of the Plan or the allegedbreach thereof and (ii) relate to the enforceability of this Agreement or theinterpretation of the terms of this Agreement shall be subject to theprovisions of Section 12 and Section 13 of the Plan.

 

7.                                       Theparties agree that any and all disputes that (i) do not arise out of the Plan,the interpretation, validity or enforceability of the Plan or the allegedbreach thereof and (ii) relate to the enforceability of this Agreement, theinterpretation of the terms of this Agreement (including the determination ofthe scope or applicability of this agreement to arbitrate) or any of thematters herein released or herein described, shall be resolved by means ofbinding arbitration in Sacramento County, California before a sole arbitrator,in accordance with the laws of the State of California for agreements made inthat State.  Any arbitration shall beadministered by JAMS pursuant to its Comprehensive Arbitration Rules andProcedures.  Judgment on the award maybe entered in any court having jurisdiction. The prevailing party shall be entitled to recover

 

2

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from the losing party its attorneys’ fees and costs incurred in anyaction brought to resolve any such dispute.

 

8.                                       ThisAgreement constitutes the entire agreement between the parties with respect tothe subject matter hereof and supersedes all prior negotiations and agreements,whether written or oral, with the exception of any agreements described inparagraph 4 of this Agreement. This Agreement may not be modified or amended except by a documentsigned by an authorized officer of the Company and Employee.  If any provision of this Agreement is deemedinvalid, illegal or unenforceable, such provision shall be modified so as tomake it valid, legal and enforceable, and the validity, legality andenforceability of the remaining provisions of this Agreement shall not in anyway be affected.

 

EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEYPRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMSEMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT.  EMPLOYEE FURTHER UNDERSTANDS THAT EMPLOYEEMAY HAVE UP TO 45 DAYS TO CONSIDER THIS AGREEMENT, THAT EMPLOYEE MAY REVOKE ITAT ANY TIME DURING THE 7 DAYS AFTER EMPLOYEE SIGNS IT, AND THAT IT SHALL NOTBECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED.  EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS AGREEMENTKNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION ANDBENEFITS DESCRIBED IN PARAGRAPH 1.

 
| Dated: |            |   |   |   |
|--------|-----------------|--------|--------|--------|
|   | [Employee Name] |
|   |            |
|   |            |
|   | [Company]       |
|   |            |
|   |            |
| Dated: |            |   | By:    |   |   |
|        |                 |        |        |        |  |

 

3

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**EXHIBITC**

 

 

FORM OF

 

RESTRICTIVE COVENANTS AGREEMENT

[Executive Officer]

 

----

 

**RESTRICTIVECOVENANTS AGREEMENT**

[**ExecutiveOfficer**]

 

THIS RESTRICTIVE COVENANTS AGREEMENT is made and entered into asof          ,200    , by andbetween                         ,an individual (“Employee”), and [**InsWebCorporation, a Delaware corporation**] [**Successor company that agrees to assume the Executive Retention andSeverance Plan following a Change in Control**] (the “Company”).  For the purposes of this Agreement, the“Company” shall be deemed to include [**InsWebCorporation**] [**Successor companythat agrees to assume the Executive Retention and Severance Plan following aChange in Control**], any successor entity and their majority owneddirect and indirect subsidiaries that operate the InsWeb Business (ashereinafter defined) during the term of this Agreement.

 

RECITALS

 

A.                                   InsWebCorporation, a Delaware corporation (“InsWeb”), is engaged throughout theUnited States of America and the world in the business of [**describe business**] (the “InsWeb Business”).

 

B.                                     Employeehas been employed by the Company asits               since                ,         .

 

C.                                     Employeeand the Company entered into an Agreement to Participate in the InsWebCorporation Executive Retention and Severance Plan (such agreement and planbeing referred to herein as the “Plan”), effective asof               ,           ,wherein Employee is entitled to receive certain severance payments and benefitsin the event of **[an Involuntary Terminationor a Termination Upon a Change in Control]** (both as defined by thePlan), provided Employee executes this Agreement.

 

D.                                    **[Pursuant to that certain Agreement and Plan ofReorganization (the “Reorganization Agreement”) dated as of                       ,         by and among [Acquiror Parent],[              AcquisitionCorp.],a               corporationand wholly-owned subsidiary of [Acquiror Parent] (“Sub”), and InsWeb, [AcquirorParent] is acquiring InsWeb through a merger of [InsWeb/Sub] with and into[Sub/InsWeb] (the “Merger”) pursuant to which [InsWeb/Sub], as the survivingcorporation, will continue to operate the InsWeb Business as a wholly-ownedsubsidiary of [Acquiror Parent].]**

 

E.                                      Employee’semployment is being terminated as a result of **[anInvoluntary Termination or a Termination Upon a Change in Control]**.  Employee’s last day of work and terminationare effective asof                     ,             (the“Termination Date”).  Employee desiresto receive the payments and benefits provided by the Plan by executing thisAgreement.

 

F.                                      Inconsideration of the payments and benefits to be provided to Employee by theCompany, Employee, intending to be bound hereby, has executed this Agreement.

 

NOW, THEREFORE, the parties agree as follows:

 

----

 

1.                                       CovenantNot to Compete.

 

(a)                                  Employeeand the Company agree that due to the nature of Employee’s association with theCompany, Employee has confidential and proprietary information relating to theInsWeb Business and operations of the Company. Employee acknowledges that such information is of extreme importance tothe business of the Company and that disclosure of such confidentialinformation to others, especially the Company’s Competitors (as defined below),or the unauthorized use of such information by others would cause substantialloss and harm to the Company.

 

(b)                                 Employeeand the Company further agree that the market for the InsWeb Business isintensely competitive and that there are certain companies, as identified in Schedule 1attached hereto (the “Competitors”), that directly compete with the Company inthe InsWeb Business.

 

(c)                                  Employeeagrees that, for a period of one (1) year following the Termination Date (the“Noncompetition Period”), he will not, with or without compensation, directlyor indirectly (including without limitation, through any Affiliate (as definedbelow) of Employee), own, manage, operate, control or otherwise engage orparticipate in, or be connected as an owner, partner, principal, creditor,salesman, guarantor, advisor, member of the board of directors of, employee ofor consultant to, any of the Competitors. Employee agrees to notify the Company within 24 hours of each employmentor consulting position or membership on a board of directors he accepts duringthe Noncompetition Period (including the name and address of the hiring party)and will, upon request by the Company, describe in reasonable detail the natureof his duties in each such position. The Board shall, within 5 days ofCompany’s receipt of the notice, make a determination whether the employment orconsulting position or membership on the board of directors will constitute abreach of this covenant not to compete.

 

(d)                                 Notwithstandingthe foregoing, Employee may own securities in any of the Competitors that is apublicly held corporation, but only to the extent that Employee does not own,of record or beneficially, more than one percent (1%) of the outstanding votingsecurities of any such Competitor.

 

(e)                                  “Affiliate”as used herein, means, with respect to any person or entity, any person orentity directly or indirectly controlling, controlled by or under direct orindirect common control with such other person or entity.

 

(f)                                    Employeeacknowledges and agrees that the restrictions contained in this paragraph arereasonable and necessary, as there is a significant risk that Employee’sprovision of labor, services or advice or assistance to any Competitor couldresult in the inevitable disclosure of the Company’s proprietaryinformation.  Employee furtheracknowledges that the restrictions contained in this paragraph will notpreclude him from engaging in any trade, business or profession for which he isqualified.

 

2.                                       Nonsolicitation.  Employee agrees that he will not during theNoncompetition Period, directly or indirectly:

 

2

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(a)                                  solicit,influence, entice or encourage any person who is an employee of or consultantto the Company to cease or curtail his or her relationship with the Company; or

 

(b)                                 request,advise or induce any of the customers, suppliers, distributors, vendors orother business contacts of the Company with which Employee had contact whileemployed by the Company to withdraw, curtail, cancel or not increase theirbusiness with the Company.

 

3.                                       Nondisruption.  Employee agrees that he will not during theNoncompetition Period, directly or indirectly, interfere with, disrupt orattempt to disrupt any past, present or prospective relationship, contractualor otherwise, between the Company and any of its employees, consultants,customers, suppliers, distributors or vendors.

 

4.                                       Nondisparagement.  Employee agrees that he will not during theNoncompetition Period knowingly disparage the business reputation of theCompany (or its management team) or take any actions that are harmful to theCompany’s goodwill with its customers, suppliers, distributors, vendors,employees, consultants, the media or the public.

 

5.                                       Confidentiality.  Employee covenants that he will not, at anytime, directly or indirectly, use for his own account, or disclose to anyperson, firm or corporation, other than authorized officers, directors andemployees of the Company, Confidential Information (as hereinafterdefined).  As used herein, “ConfidentialInformation” means information about the Company of any kind, nature ordescription, including, but not limited to, any proprietary knowledge, tradesecrets, data, formulae, employees, and client and customer lists and alldocuments, papers, resumes, and records (including computer records), which isdisclosed to or otherwise known to Employee as a direct or indirect consequenceof his association with the Company. Employee acknowledges that such Confidential Information is specialized,unique in nature and of great value to the Company and that such informationgives the Company a competitive advantage in its business.  Employee further agrees to deliver to theCompany, at the Company’s request, all documents, computer tapes and disks,records, lists, data, drawings, prints, notes and written or electronic information(and all copies thereof) furnished by the Company or created by Employee inconnection with his association with the Company.

 

6.                                       EquitableRelief.  Employee acknowledges andagrees that the Company’s remedies at law for breach of any of the provisionsof this Agreement would be inadequate and, in recognition of this fact,Employee agrees that, in the event of such breach, in addition to any remediesat law it may have, the Company, without posting any bond, shall be entitled toobtain equitable relief in the form of specific performance, a temporaryrestraining order, a temporary or permanent injunction or any other equitableremedy that may be available.  Employeefurther acknowledges that should Employee violate any of the provisions of thisAgreement, it will be difficult to determine the amount of damages resulting tothe Company and that in addition to any other remedies it may have, the Companyshall be entitled to temporary and permanent injunctive relief without thenecessity of proving damages.

 

7.                                       Terminationof Certain Payments and Benefits Upon Breach.  In addition to the remedies provided by paragraph 6 of thisAgreement, Employee agrees that if the Board of Directors of the Company,acting in good faith, determines by a vote of not less than two-thirds

 

3

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of its entire membership, that any action or failure to act by Employeeconstitutes a material breach of any of the covenants set forth in paragraph 1,2, 3, 4 or 5 of this Agreement, then the Company may, in its sole discretion,terminate any further provision of the severance payments and benefits underSection 4.1(b) or Section 6.2 of the Plan, as applicable, and requireEmployee to repay to the Company any such severance payments or benefitsprovided to Employee following the date of such material breach.  The Company shall be entitled, at its solediscretion, to set off any amounts that Employee is required to repay to theCompany pursuant to this paragraph against any amount owed to Employee by theCompany, including any amount owed to Employee pursuant to Section 4.1(a)or Section 6.1 of the Plan, as applicable.

 

8.                                       Acknowledgement.  Each of Employee and the Companyacknowledges and agrees that the covenants and agreements contained in thisAgreement have been negotiated in good faith by the parties, are reasonable andare not more restrictive or broader than necessary to protect the interests ofthe parties thereto, and would not achieve their intended purpose if they wereon different terms or for periods of time shorter than the periods of timeprovided herein or applied in more restrictive geographical areas than areprovided herein.

 

9.                                       SeparateCovenants.  The covenants containedin this Agreement shall be construed as a series of separate covenants, one foreach of the counties in each of the states of the United States of America, onefor each province of Canada, and one for each country outside the United Statesand Canada.

 

10.                                 Severability.  The parties agree that construction of thisAgreement shall be in favor of its reasonable nature, legality andenforceability, and that any construction causing unenforceability shall yieldto a construction permitting enforceability. It is agreed that the noncompetition, nonsolicitation, nondisruption,nondisparagement and confidentiality covenants and provisions of this Agreementare severable, and that if any single covenant or provision or multiplecovenants or provisions should be found unenforceable, the entire Agreement andremaining covenants and provisions shall not fail but shall be construed asenforceable without any severed covenant or provision in accordance with thetenor of this Agreement.  The partiesspecifically agree that no covenant or provision of this Agreement shall beinvalidated because of overbreadth insofar as the parties acknowledge the scopeof the covenants and provisions contained herein to be reasonable and necessaryfor the protection of the Company and not unduly restrictive upon Employee.  However, should a court or any other trierof fact or law determine not to enforce any covenant or provision of thisAgreement as written due to overbreadth, then the parties agree that saidcovenant or provision shall be enforced to the extent reasonable, with the courtor such trier to make any necessary revisions to said covenant or provision topermit its enforceability.

 

11.                                 Notan Employment Agreement.  ThisAgreement is not, and nothing in this Agreement shall be construed as, anagreement to provide employment to Employee. The provisions of Paragraphs 1, 2, 3, 4 and 5 of this Agreementshall be operative regardless of the reasons for any termination of Employee’semployment and regardless of the performance or nonperformance by any partyunder any other section of this Agreement.

 

12.                                 GoverningLaw.  This Agreement is made underand shall be governed by, construed in accordance with and enforced under theinternal laws of the State of California.

 

4

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13.                                 EntireAgreement.  This Agreement, togetherwith the Plan, constitutes and contains the entire agreement and understandingconcerning the subject matter addressed herein between the parties, andsupersedes and replaces all prior negotiations and all agreements proposed orotherwise, whether written or oral, concerning the subject matter hereof, andthe parties hereto have made no agreements, representations or warrantiesrelating to the subject matter of this Agreement that are not set forth hereinor in the Plan.

 

14.                                 Notices.  Any notice or other communication under thisAgreement shall be in writing, signed by the party making the same, and shallbe delivered personally or sent by certified or registered mail or overnightcourier, postage prepaid, addressed as follows:
| If to Employee: |   |                         |
|-----------------|--------|------------------------------|
|            |   |                         |
|            |   |                         |
|            |   |                         |
|            |   |                         |
| If to Company:  |   | InsWeb Corporation           |
|            |   | 11290 Pyrites Way, Suite 200 |
|            |   | Gold River, CA 95670         |
|            |   | Attention: General Counsel   |

 

or to such other address as may hereafter be designated by either partyhereto.  All such notices shall bedeemed given on the date personally delivered, mailed or deposited with anovernight courier.

 

15.                                 DisputeResolution.  The parties agree thatany and all disputes that (i) do not arise out of the Plan, the interpretation,validity or enforceability of the Plan or the alleged breach thereof and (ii)relate to the enforceability of this Agreement or the interpretation of theterms of this Agreement (including the determination of the scope orapplicability of this agreement to arbitrate) shall be resolved by means ofbinding arbitration in Sacramento County, California before a sole arbitrator,in accordance with the laws of the State of California for agreements made inthat State.  Any arbitration shall beadministered by JAMS pursuant to its Comprehensive Arbitration Rules andProcedures. Judgment on the award may be entered in any court havingjurisdiction. The prevailing party shall be entitled to recover from the losingparty its attorneys’ fees and costs incurred in any action brought to resolveany such dispute.

 

16.                                 Amendments;No Waiver.

 

(a)                                  Noamendment or modification of this Agreement shall be deemed effective unlessmade in writing and signed by the parties hereto.

 

(b)                                 Noterm or condition of this Agreement shall be deemed to have been waived, norshall there be any estoppel to enforce any provision of this Agreement, exceptby a statement in writing signed by the party against whom enforcement of thewaiver or estoppel is sought.  Anywritten waiver shall operate only as to the specific term or condition waivedand shall not constitute a waiver of such term or condition for the future oras to any act other than that specifically waived.

 

5

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17.                                 Assignment.  This Agreement may be assigned by theCompany, without the consent of Employee, to any affiliate of the Company or toany nonaffiliate of the Company that shall succeed to the business and assetsof the Company.  This Agreement ispersonal to Employee, and Employee may not assign any rights or delegate anyresponsibilities hereunder.

 

18.                                 FurtherAssurances.  From time to time, atthe Company’s request and without further consideration, Employee shall executeand deliver such additional documents and take all such further action as reasonablyrequested by the Company to be necessary or desirable to make effective, in themost expeditious manner possible, the terms of this Agreement, and to provideadequate assurance of Employee’s due performance hereunder.

 

19.                                 Headings.  The headings of paragraphs in this Agreementare solely for convenience of reference and shall not control the meaning orinterpretation of any provision of this Agreement.

 

20.                                 Construction.  The language of this Agreement and of eachand every paragraph, term and provision of this Agreement shall, in all cases,for any and all purposes, and in any and all circumstances whatsoever beconstrued as a whole, according to its fair meaning, not strictly for oragainst Employee or the Company and with no regard whatsoever to the identityor status of any person or persons who drafted all or any portion of thisAgreement.

 

21.                                 Counterparts.   This Agreement may be executed incounterparts, each of which shall be an original, with the same effect as ifthe signatures thereto and hereto were upon the same instrument.

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

 

 
|   | EMPLOYEE           |
|--------|--------------------|
|   |               |
|   |               |
|   |               |   |
|   |               |
|   |               |
|   | INSWEB CORPORATION |
|   |               |
|   |               |
|   | By:                |   |   |
|   |               |
|   | Title:             |   |   |
|        |                    |  |  |  |

 

6

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**Schedule 1**

**To Restrictive Covenants Agreement**

 

 

For purposes of Paragraph 1 of the Restrictive Covenants Agreement, thefollowing companies are deemed to be Competitors:

 

1.

2.

3.

 

7

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**EXHIBITD**

 

 

FORM OF

 

RESTRICTIVE COVENANTS AGREEMENT[Key Employee]

 

----

 

**RESTRICTIVECOVENANTS AGREEMENT**

[**KeyEmployee**]

 

THIS RESTRICTIVE COVENANTS AGREEMENT is made and entered into as of               ,200    , by and between                        ,an individual (“Employee”), and [**InsWebCorporation, a Delaware corporation**] [**Successor company that agrees to assume the Executive Retention andSeverance Plan following a Change in Control**] (the “Company”).  For the purposes of this Agreement, the“Company” shall be deemed to include [**InsWebCorporation**] [**Successor companythat agrees to assume the Executive Retention and Severance Plan following aChange in Control**], any successor entity and their majority owneddirect and indirect subsidiaries.

RECITALS

 

A.                                   Employeehas been employed by the Company asits               since             ,        .

 

B.                                     Employeeand the Company entered into an Agreement to Participate in the InsWebCorporation Executive Retention and Severance Plan (such agreement and plan beingreferred to herein as the “Plan”), effective asof                    ,            ,wherein Employee is entitled to receive certain severance payments and benefitsin the event of **[an Involuntary Terminationor a Termination Upon a Change in Control**] (as defined by the Plan),provided Employee executes this Agreement.

 

C.                                     **[Pursuant to that certain Agreement and Plan ofReorganization (the “Reorganization Agreement”) dated asof              ,           byand among [Acquiror Parent],[               AcquisitionCorp.],a            corporationand wholly-owned subsidiary of [Acquiror Parent] (“Sub”), and InsWeb, [AcquirorParent] is acquiring InsWeb through a merger of [InsWeb/Sub] with and into[Sub/InsWeb] (the “Merger”) pursuant to which [InsWeb/Sub], as the survivingcorporation, will continue to operate the InsWeb business as a wholly-ownedsubsidiary of [Acquiror Parent].]**

 

D.                                    Employee’semployment is being terminated as a result of **[anInvoluntary Termination or a Termination Upon a Change in Control]**.  Employee’s last day of work and terminationare effective asof                     ,        (the“Termination Date”).  Employee desiresto receive the payments and benefits provided by the Plan by executing thisAgreement.

 

E.                                      Inconsideration of the payments and benefits to be provided to Employee by theCompany, Employee, intending to be bound hereby, has executed this Agreement.

 

NOW, THEREFORE, the parties agree as follows:

 

1.                                       Nonsolicitation.  Employee agrees that he will not for aperiod of six (6) months following the Termination Date (the “RestrictedPeriod”), directly or indirectly:

 

2

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(a)                                  solicit,influence, entice or encourage any person who is an employee of or consultantto the Company to cease or curtail his or her relationship with the Company; or

 

(b)                                 request,advise or induce any of the customers, suppliers, distributors, vendors orother business contacts of the Company with which Employee had contact whileemployed by the Company to withdraw, curtail, cancel or not increase theirbusiness with the Company.

 

2.                                       Nondisruption.  Employee agrees that he will not during theRestricted Period, directly or indirectly, interfere with, disrupt or attemptto disrupt any past, present or prospective relationship, contractual orotherwise, between the Company and any of its employees, consultants,customers, suppliers, distributors or vendors.

 

3.                                       Nondisparagement.  Employee agrees that he will not during theRestricted Period knowingly disparage the business reputation of the Company(or its management team) or take any actions that are harmful to the Company’sgoodwill with its customers, suppliers, distributors, vendors, employees,consultants, the media or the public.

 

4.                                       Confidentiality.  Employee covenants that he will not, at anytime, directly or indirectly, use for his own account, or disclose to anyperson, firm or corporation, other than authorized officers, directors andemployees of the Company, Confidential Information (as hereinafterdefined).  As used herein, “ConfidentialInformation” means information about the Company of any kind, nature ordescription, including, but not limited to, any proprietary knowledge, tradesecrets, data, formulae, employees, and client and customer lists and alldocuments, papers, resumes, and records (including computer records), which isdisclosed to or otherwise known to Employee as a direct or indirect consequenceof his association with the Company. Employee acknowledges that such Confidential Information is specialized,unique in nature and of great value to the Company and that such informationgives the Company a competitive advantage in its business.  Employee further agrees to deliver to theCompany, at the Company’s request, all documents, computer tapes and disks,records, lists, data, drawings, prints, notes and written or electronicinformation (and all copies thereof) furnished by the Company or created byEmployee in connection with his association with the Company.

 

5.                                       EquitableRelief.  Employee acknowledges andagrees that the Company’s remedies at law for breach of any of the provisionsof this Agreement would be inadequate and, in recognition of this fact,Employee agrees that, in the event of such breach, in addition to any remedies atlaw it may have, the Company, without posting any bond, shall be entitled toobtain equitable relief in the form of specific performance, a temporaryrestraining order, a temporary or permanent injunction or any other equitableremedy that may be available.  Employeefurther acknowledges that should Employee violate any of the provisions of thisAgreement, it will be difficult to determine the amount of damages resulting tothe Company and that in addition to any other remedies it may have, the Companyshall be entitled to temporary and permanent injunctive relief without thenecessity of proving damages.

 

6.                                       Terminationof Certain Payments and Benefits Upon Breach.  In addition to the remedies provided by paragraph 5 of thisAgreement, Employee agrees that if the Board of Directors of the Company,acting in good faith, determines by a vote of not less than two-thirds

 

3

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of its entire membership, that any action or failure to act by Employeeconstitutes a material breach of any of the covenants set forth in paragraph 1,2, 3 or 4 of this Agreement, then the Company may, in its sole discretion,terminate any further provision of the severance payments and benefits underSection 4.1(b) or Section 6.2 of the Plan, as applicable, and requireEmployee to repay to the Company any such severance payments or benefitsprovided to Employee following the date of such material breach.  The Company shall be entitled, at its solediscretion, to set off any amounts that Employee is required to repay to theCompany pursuant to this paragraph against any amount owed to Employee by theCompany, including any amount owed to Employee pursuant to Section 4.1(a)or Section 6.1 of the Plan, as applicable.

 

7.                                       Acknowledgement.  Each of Employee and the Companyacknowledges and agrees that the covenants and agreements contained in thisAgreement have been negotiated in good faith by the parties, are reasonable andare not more restrictive or broader than necessary to protect the interests ofthe parties thereto, and would not achieve their intended purpose if they wereon different terms or for periods of time shorter than the periods of timeprovided herein or applied in more restrictive geographical areas than areprovided herein.

 

8.                                       SeparateCovenants.  The covenants containedin this Agreement shall be construed as a series of separate covenants, one foreach of the counties in each of the states of the United States of America, onefor each province of Canada, and one for each country outside the United Statesand Canada.

 

9.                                       Severability.  The parties agree that construction of thisAgreement shall be in favor of its reasonable nature, legality andenforceability, and that any construction causing unenforceability shall yieldto a construction permitting enforceability. It is agreed that the nonsolicitation, nondisruption, nondisparagementand confidentiality covenants and provisions of this Agreement are severable,and that if any single covenant or provision or multiple covenants orprovisions should be found unenforceable, the entire Agreement and remainingcovenants and provisions shall not fail but shall be construed as enforceablewithout any severed covenant or provision in accordance with the tenor of thisAgreement.  The parties specificallyagree that no covenant or provision of this Agreement shall be invalidatedbecause of overbreadth insofar as the parties acknowledge the scope of thecovenants and provisions contained herein to be reasonable and necessary forthe protection of the Company and not unduly restrictive upon Employee.  However, should a court or any other trierof fact or law determine not to enforce any covenant or provision of thisAgreement as written due to overbreadth, then the parties agree that said covenantor provision shall be enforced to the extent reasonable, with the court or suchtrier to make any necessary revisions to said covenant or provision to permitits enforceability.

 

10.                                 Notan Employment Agreement.  ThisAgreement is not, and nothing in this Agreement shall be construed as, anagreement to provide employment to Employee. The provisions of Paragraphs 1, 2, 3 and 4 of this Agreement shallbe operative regardless of the reasons for any termination of Employee’semployment and regardless of the performance or nonperformance by any partyunder any other section of this Agreement.

 

11.                                 GoverningLaw.  This Agreement is made underand shall be governed by, construed in accordance with and enforced under theinternal laws of the State of California.

 

4

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12.                                 EntireAgreement.  This Agreement, togetherwith the Plan, constitutes and contains the entire agreement and understandingconcerning the subject matter addressed herein between the parties, andsupersedes and replaces all prior negotiations and all agreements proposed orotherwise, whether written or oral, concerning the subject matter hereof, andthe parties hereto have made no agreements, representations or warrantiesrelating to the subject matter of this Agreement that are not set forth hereinor in the Plan.

 

13.                                 Notices.  Any notice or other communication under thisAgreement shall be in writing, signed by the party making the same, and shallbe delivered personally or sent by certified or registered mail or overnightcourier, postage prepaid, addressed as follows:

 
| If to Employee: |   |                         |
|-----------------|--------|------------------------------|
|            |   |                         |
|            |   |                         |
|            |   |                         |
|            |   |                         |
| If to Company:  |   | InsWeb Corporation           |
|            |   | 11290 Pyrites Way, Suite 200 |
|            |   | Gold River, CA 95670         |
|            |   | Attention: General Counsel   |

 

or to such other address as may hereafter be designated by either partyhereto.  All such notices shall bedeemed given on the date personally delivered, mailed or deposited with anovernight courier.

 

14.                                 DisputeResolution. The parties agree that any and all disputes that (i) do notarise out of the Plan, the interpretation, validity or enforceability of thePlan or the alleged breach thereof and (ii) relate to the enforceability ofthis Agreement or the interpretation of the terms of this Agreement (includingthe determination of the scope or applicability of this agreement to arbitrate)shall be resolved by means of binding arbitration in Sacramento County,California before a sole arbitrator, in accordance with the laws of the Stateof California for agreements made in that State.  Any arbitration shall be administered by JAMS pursuant to itsComprehensive Arbitration Rules and Procedures. Judgment on the award may beentered in any court having jurisdiction. The prevailing party shall beentitled to recover from the losing party its attorneys’ fees and costsincurred in any action brought to resolve any such dispute.

 

15.                                 Amendments;No Waiver.

 

(a)                                  Noamendment or modification of this Agreement shall be deemed effective unlessmade in writing and signed by the parties hereto.

 

(b)                                 Noterm or condition of this Agreement shall be deemed to have been waived, norshall there be any estoppel to enforce any provision of this Agreement, exceptby a statement in writing signed by the party against whom enforcement of thewaiver or estoppel is sought.  Anywritten waiver shall operate only as to the specific term or condition waivedand shall not constitute a waiver of such term or condition for the future oras to any act other than that specifically waived.

 

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16.                                 Assignment.  This Agreement may be assigned by theCompany, without the consent of Employee, to any affiliate of the Company or toany nonaffiliate of the Company that shall succeed to the business and assetsof the Company.  This Agreement ispersonal to Employee, and Employee may not assign any rights or delegate anyresponsibilities hereunder.

 

17.                                 FurtherAssurances.  From time to time, atthe Company’s request and without further consideration, Employee shall executeand deliver such additional documents and take all such further action asreasonably requested by the Company to be necessary or desirable to makeeffective, in the most expeditious manner possible, the terms of thisAgreement, and to provide adequate assurance of Employee’s due performancehereunder.

 

18.                                 Headings.  The headings of paragraphs in this Agreementare solely for convenience of reference and shall not control the meaning orinterpretation of any provision of this Agreement.

 

19.                                 Construction.  The language of this Agreement and of eachand every paragraph, term and provision of this Agreement shall, in all cases,for any and all purposes, and in any and all circumstances whatsoever beconstrued as a whole, according to its fair meaning, not strictly for oragainst Employee or the Company and with no regard whatsoever to the identityor status of any person or persons who drafted all or any portion of thisAgreement.

 

20.                                 Counterparts.   This Agreement may be executed incounterparts, each of which shall be an original, with the same effect as ifthe signatures thereto and hereto were upon the same instrument.

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

 

 
|   | EMPLOYEE           |
|--------|--------------------|
|   |               |
|   |               |   |
|   |               |
|   |               |
|   | INSWEB CORPORATION |
|   |               |
|   |               |
|   | By:                |   |   |
|   |               |
|   | Title:             |   |   |
|        |                    |  |  |  |  |

 

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