Unassociated Document


    MEDPANEL,
      INC.

    


    EMPLOYMENT
      AGREEMENT

    


    


    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of November __, 2006,
      between MEDPANEL, INC., a Delaware corporation (the “Company”), and WILLIAM
      FEBBO (the “Executive”).

    


    WHEREAS,
      the parties desire to enter into this Agreement setting forth the terms and
      conditions for the employment relationship of the Executive with the
      Company.

    


    NOW,
      THEREFORE, it is AGREED as follows:

    


    1. Employment.
      The
      Executive is hereby employed as Chief Executive Officer of the Company for
      a
      period commencing on the date hereof and ending two years after the date hereof.
      As Chief Executive Officer of the Company, the Executive shall handle all day
      to
      day activities of the Company as customarily performed by persons serving in
      such capacities. The Executive agrees to serve the Company faithfully and to
      the
      best of his ability and to devote his full time, attention, and efforts to
      the
      business and affairs of the Company during the term of his employment. The
      Executive hereby confirms that he is under no contractual commitments
      inconsistent with his obligations set forth in this Agreement. The Executive
      shall be entitled without prior written consent to hold positions on the Board
      of Directors of entities that do not compete with the Company and do not
      otherwise restrict the trading and business activities of the Company and its
      parent or sister subsidiaries. The Executive has, as of the date of this
      Agreement, disclosed to the Board of Directors of the Company the positions
      the
      Executive currently holds on other Boards of Directors, and the Company has
      consented to such positions.

    


    2. Location
      of Services.
      During
      the term of this Agreement, the Executive shall be principally located at the
      offices of the Company located in Boston metropolitan area of the Commonwealth
      of Massachusetts.

    


    3. Salary.
      The
      Company shall pay the Executive an annual base salary equal to Two Hundred
      Thousand Dollars ($200,000) as compensation for services in calendar year 2007
      and an annual base salary equal to Two Hundred Ten Thousand Dollars ($210,000)
      as compensation of services in calendar year 2008 (“Base Salary”). The Base
      Salary of the Executive shall not be decreased at any time during the term
      of
      this Agreement from the amount then in effect, unless the Executive otherwise
      agrees in writing. Participation in deferred compensation, discretionary bonus,
      retirement, and other employee benefit plans and in fringe benefits shall not
      reduce the Base Salary. The Base Salary shall be payable to the Executive not
      less frequently than monthly.

    


    4. Executive’s
      Bonus.
      The
      Executive shall be entitled to an annual bonus conditioned upon Company
      performance as more particularly described below:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (a) For
      calendar year 2007, the Executive’s bonus compensation shall be calculated by
      application of a weighted percentage against Pre-Bonus EBITDA, Gross Revenue
      and
      Incremental Revenue Growth above the Benchmark.

    


    (i) Pre-Bonus
      EBITDA is defined as the earnings determined in accordance with GAAP before
      interest, taxes, depreciation and amortization of the Company during calendar
      year 2007;

    


    (ii) Revenue
      is defined consistent with the financial statements;

    


    (iii) Revenue
      Growth is defined as the increased Revenue above the Benchmark; and

    


    (iv) Benchmark
      is defined as Company Revenue of $5,369,400.

    


    The
      Executive bonus compensation for calendar year 2007 will be equal to the sum
      of
      (I) the product of the Pre-Bonus EBITDA figure for such year multiplied by
      11.31%; plus (II) the product of the Revenue figure for such year multiplied
      by
      0.64%, plus (III) the product of the Revenue Growth above the Benchmark
      multiplied by 2.05%.

    


    This
      calculation reflects the application of weighted multiples of 25% based upon
      Pre-Bonus EBITDA; 35% based upon Revenue; and 40% based upon Revenue Growth
      above the Benchmark.

    


    (b) For
      calendar year 2008, the Executive’s bonus compensation shall be calculated by
      application of a weighted percentage against Pre-Bonus EBITDA, Revenue and
      Revenue Growth above the actual Revenue generated by Company for calendar year
      2007.

    


    The
      Executive bonus compensation for calendar year 2008 will be equal to the sum
      of
      (I) the product of the Pre-Bonus EBITDA figure multiplied by 8.45%; plus (II)
      the product of the Revenue figure multiplied by 0.38%; plus (III) the product
      of
      the Revenue Growth above the actual Revenue generated by Company for calendar
      year 2007 multiplied by 1.50%. 

     

    This
      calculation reflects the application of weighted multiples of 50% based upon
      Pre-Bonus EBITDA; 20% based upon Revenue; and 30% based upon Revenue Growth
      for
      calendar year 2007.

    


    (c) To
      the
      extent earned, the Pre-Bonus EBITDA and Revenue Growth portions of the
      Executive’s bonus will be payable at the end of each calendar year. To the
      extent earned, the Revenue portion of the Executive’s bonus will be payable at
      the end of each calendar quarter.

    


    (d) For
      the
      purpose of calculating the Executive’s bonus, the Pre-Bonus EBITDA and Revenue
      Growth portions of the calculation shall be either zero or a positive
      number.

    


    5. Participation
      in the Executive Benefit Plans.
      The
      Executive is immediately eligible to participate in all of the Company's benefit
      plans. Upon the consummation of that certain Agreement and Plan of Merger dated
      November 7, 2006 by and among the Company, MCF Corporation, Panel Intelligence,
      LLC, MedPanel Acquisition I Corp., and William J. Febbo (the “Merger
      Agreement”), the benefit plans will be provided by MCF Corporation. The benefits
      include health insurance, employee stock purchase plan, cafeteria plan and
      401k
      retirement plan.

     

    
      
        
        

      

      
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    6. [Intentionally
      left blank.]

    


    7.  Parachute
      Payments.
      Notwithstanding any other provision of this Agreement or of any other agreement,
      contract, or understanding heretofore or hereafter entered into by the Executive
      with the Company, except an agreement, contract, or understanding hereafter
      entered into that expressly modifies or excludes application of this paragraph
      (an “Other Agreement”), and notwithstanding any formal or informal employment
      agreement or other arrangement for the direct or indirect provision of
      compensation to the Executive (including groups or classes of participants
      or
      beneficiaries of which the Executive is a member), whether or not such
      compensation is deferred, is in cash, or is in the form of a benefit to or
      for
      the Executive (a “Benefit Arrangement”), if the Executive is a “disqualified
      individual,” as defined in Section 280G(c) of the Internal Revenue Code (the
“Code”), any right to receive any payment or other benefit under this Agreement
      shall not become exercisable or vested or shall be forfeited to the extent
      that
      such right to exercise, vesting, payment, or benefit, taking into account all
      other rights, payments, or benefits to or for the Executive under this
      Agreement, all Other Agreements, and all Benefit Arrangements, would cause
      any
      payment or benefit to the Executive under this Agreement to be considered a
      “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then
      in effect (a “Parachute Payment”). In the event that the receipt of any such
      right to exercise, vesting, payment, or benefit under this Agreement, in
      conjunction with all other rights, payments, or benefits to or for the Executive
      under any Other Agreement or any Benefit Arrangement would cause the Executive
      to be considered to have received a Parachute Payment under this Agreement,
      then
      the Executive shall have the right, in the Executive’s sole discretion, to
      designate those rights, payments, or benefits under this Agreement, any Other
      Agreements, and any Benefit Arrangements that should be reduced or eliminated
      so
      as to avoid having the payment or benefit to the Executive under this Agreement
      be deemed to be a Parachute Payment.

    


    8. Standards.
      The
      Executive shall perform the Executive’s duties and responsibilities under this
      Agreement in accordance with such reasonable standards as may be established
      from time to time by the Board of Directors of the Company. The reasonableness
      of such standards shall be measured against standards for executive performance
      generally prevailing in the Company’s industry.

    


    9. Voluntary
      Absences; Vacations.
      As a
      revenue-generating employee the Executive is not subject to the Company's
      vacation policy.

    


    10. Termination
      of Employment.

    


    (a) The
      Executive may terminate his employment at any time after the 60-day notice
      period in Section 11 has elapsed. The Board of Directors of the Company may
      terminate the Executive’s employment at any time, subject to payment of the
      compensation described below.

     

    
      
        
        

      

      
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    (b) In
      the
      case of (i) any termination other than “termination for cause” as defined below
      (“Termination Without Cause”), or (ii) any termination by the Executive for
“Good Reason” as defined below (“Termination for Good Reason”), the Executive
      shall continue to receive his full Base Salary for the remaining term of the
      contract, commencing on the date of such termination (the “Severance Period”),
      and any bonus that has been earned but not paid before termination of
      employment, including the Executive’s Bonus earned through the end of the year
      during which the termination occurs, and all other benefits and compensation
      that the Executive would have been entitled to under this Agreement in the
      absence of termination of employment (collectively, the “Severance Amount”). In
      the event of a Termination Without Cause or a Termination for Good Reason,
      the
      Company and Executive will attempt in good faith to agree on terms of a
      reference letter or statement for the Executive.

    


    (c) The
      Executive shall have no right to receive compensation or other benefits from
      the
      Company or MCF for any period after termination for cause by the Company or
      termination by the Executive other than Termination for Good Reason, except
      for
      any vested retirement benefits to which the Executive may be entitled under
      any
      qualified employee pension plan maintained by the Company or MCF and any
      deferred compensation to which the Executive may be entitled.

    


    (d) The
      term
“Termination for Cause” shall mean termination by the Company because of the
      Executive’s: (i) fraud or material misappropriation with respect to the business
      or assets of the Company; (ii) any violation of the Standards of Conduct
      described in Chapter 2, Dismissal for Misconduct section of the MCF Corporation
      and Subsidiaries Employee Handbook, revised and republished on May 1, 2006;
      (iii) conduct that constitutes disloyalty to the Company and which materially
      harms the Company or conduct that constitutes breach of fiduciary duty involving
      personal profit; (iv) conviction, or the entry of a plea of guilty or nolo
      contendere by the Executive, of a felony or crime, or willful violation of
      any
      law, rule, or regulation, involving moral turpitude; (v) the use of drugs or
      alcohol which interferes materially with the Executive’s performance of his
      duties; or (vi) material breach of any provision of this Agreement.

    


    (e) The
      term
“Termination for Good Reason” shall mean that Executive’s resignation occurs
      within three months of one of the following events: (i) an involuntary reduction
      of Executive’s job duties or responsibilities; (ii) the Board resolves that
      Executive report to someone other than the Board or the Chairman of the Board
      of
      the Company; (iii) any involuntary reduction of Executive’s Base Compensation;
      or (iv) the issuance of a directive requiring Executive to relocate to a new
      office located anywhere other than the Boston Metropolitan area of the
      Commonwealth of Massachusetts.

    


    (f) The
      Executive’s employment pursuant to this Agreement shall terminate automatically
      prior to the expiration of the term of this Agreement in the event of the
      Executive’s death or disability that prevents the Executive from performing his
      duties and responsibilities without a reasonable accommodation. In the event
      the
      Executive’s employment terminates prior to the expiration of the term of this
      Agreement due to his death or disability, the Executive, or his Estate, shall
      not be entitled to any further compensation under the provisions of this
      Agreement, except for his Base Salary earned through the date of termination
      and
      the portion of any bonus which previously had been approved by the Company
      but
      was unpaid as of the Executive’s death or disability. 

     

    
      
        
        

      

      
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    11. Termination
      by the Executive.
      The
      Executive may terminate his employment at any time during the term of this
      Agreement by giving sixty (60) days’ prior written notice thereof to the Board
      of Directors of the Company. In the event of termination by the Executive under
      this Section 11, the Company may at its option elect to have the Executive
      cease to provide services immediately, provided that during such 60-day notice
      period the Executive shall be entitled to continue to receive his Base
      Salary.

    


    12. Return
      of Proprietary Property.
      The
      Executive agrees that all property in the Executive’s possession that he obtains
      or is assigned in the course of his employment with the Company, including,
      without limitation, all documents, reports, manuals, memoranda, customer lists,
      credit cards, keys, access cards, and all other property relating in any way
      to
      the business of the Company, is the exclusive property of the Company, even
      if
      the Executive authored, created, or assisted in authoring or creating such
      property. The Executive shall return to the Company all such property
      immediately upon termination of employment or at such earlier time as the
      Company may request.

    


    13. Confidential
      Information.
      Except
      as permitted or directed by the Board of Directors of the Company, during the
      time the Executive is employed by the Company or at any time thereafter, the
      Executive shall not divulge, furnish, or make accessible to anyone or use in
      any
      way (other than in the ordinary course of the business of the Company) any
      confidential or secret information or knowledge of the Company, whether
      developed by himself or by others. Such confidential and/or secret information
      encompassed by this Section 13 includes, but is not limited to, the Company’s
      customer and supplier lists, business plans, and financial, marketing, and
      personnel information. The Executive agrees to refrain from any acts or
      omissions that would reduce the value of any confidential or secret knowledge
      or
      information to the Company, both during his employment hereunder and at any
      time
      after the termination of his employment. The Executive’s obligations of
      confidentiality under this Section 13 shall not apply to any knowledge or
      information that is now published publicly or that subsequently becomes
      generally publicly known, other than as a direct or indirect result of a breach
      of this Agreement by the Executive.

    


    14. Patent
      and Related Matters.

    


    (a) The
      Executive agrees to promptly disclose in writing to the Company complete
      information concerning each and every invention, discovery, improvement, device,
      design, process, or product made, developed, perfected, devised, conceived,
      or
      first reduced to practice by the Executive, either solely or in collaboration
      with others, during the Executive’s term of employment by the Company, or within
      six months thereafter, relating to the business, products, practices, or
      techniques of the Company (hereinafter referred to as “Developments”). The
      Executive, to the extent that the Executive has the legal right to do so, hereby
      acknowledges that any and all of said Developments are the property of the
      Company and hereby assigns and agrees to assign to the Company any and all
      of
      the Executive’s right, title, and interest in and to any and all of such
      Developments.

     

    
      
        
        

      

      
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    (b) The
      provisions of this Section 14 shall not apply to any Development meeting the
      following conditions:

    


    (i) such
      Development was developed entirely on the Executive’s own time; and

    


    (ii) such
      Development was made without the use of any Company equipment, supplies,
      facilities, or trade secret information; and such Development does not relate
      at
      the time of conception or reduction to practice to (i) to the business of the
      Company, or (ii) to the Company’s actual or demonstrably anticipated research or
      development; and

    


    (iii) such
      Development does not result from any work performed by the Executive for the
      Company.

    


    (c) Upon
      request and without further compensation therefor, but at no expense to the
      Executive, and whether during the term of the Executive’s employment by the
      Company or thereafter, the Executive will do all lawful acts, including, but
      not
      limited to, the execution of papers and the giving of testimony, that in the
      opinion of the Company, its successors, or assigns, may be necessary or
      desirable in obtaining, sustaining, reissuing, extending, or enforcing Letters
      Patent, and for perfecting, affirming, and recording the Company’s complete
      ownership and title thereto, and to cooperate otherwise in all proceedings
      and
      matters relating thereto.

    


    15. Restrictive
      Covenants.

    


    (a) During
      the employment of the Executive under this Agreement and for a period of one
      year after termination of such employment, the Executive shall not at any time
      (i) compete on his own behalf, or on behalf of any other person or entity,
      with
      the Company within all territories in which the Company does business with
      respect to the business of the Company as such business shall have been
      conducted on the date hereof or during the term of employment of the Executive
      under this Agreement; (ii) solicit or induce, on his own behalf or on behalf
      of
      any other person or entity, any employee of the Company or any of its affiliates
      to leave the employ of the Company; or (iii) solicit or induce, on his own
      behalf or on behalf of any other person or entity, any customer of the Company
      to reduce its business with the Company.

    


    (b) The
      Executive shall not at any time during or subsequent to his employment by the
      Company, on his own behalf or on behalf of any other person or entity, disclose
      any proprietary information of the Company or any of its affiliates to any
      other
      person or entity other than on behalf of the Company or in conducting its
      business, and the Executive shall not use any such proprietary information
      for
      his own personal advantage or make such proprietary information available to
      others for use, unless such information shall have come into the public domain
      other than through unauthorized disclosure.

    


    (c) The
      ownership by the Executive of not more than five percent (5%) of a corporation,
      partnership or other enterprise, other than MCF Corporation, shall not
      constitute a violation hereof.

     

    
      
        
        

      

      
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    (d) The
      restrictions set forth in this Section 15 shall terminate without further action
      required on the part of either party upon the occurrence of any of the following
      events: (i) Termination Without Cause or Termination for Good Reason; or (ii)
      the breach by the Company or MCF Corporation of any material representation,
      warranty or covenant contained in this Agreement or the Merger
      Agreement.

    


    (e) If
      any
      portion of this Section 15 is found by a court of competent jurisdiction to
      be
      invalid or unenforceable, but would be valid and enforceable if modified, this
      Section 15 shall apply with such modifications necessary to make this Section
      15
      valid and enforceable. Any portion of this Section 15 not required to be so
      modified shall remain in full force and effect and not be affected thereby.
      The
      Executive agrees that the Company shall have the right of specific performance
      in the event of a breach by the Executive of this Section 15.

    


    16. Assignment.
      The
      rights and obligations of the Company and MCF Corporation under this Agreement
      shall inure to the benefit of and shall be binding upon the successors and
      assigns of the Company and MCF Corporation. Neither party may assign this
      Agreement or any rights hereunder; provided, however, that the Company may
      assign this Agreement to MCF Corporation or to any entity which is a successor
      to the Company as a result of the Merger Agreement. Any purported or attempted
      assignment or transfer by the Executive of this Agreement or any of the
      Executive’s duties, responsibilities, or obligations hereunder shall be
      void.

    


    17. Company
      Remedies.
      The
      Executive acknowledges that the remedy at law for any breach of any of the
      provisions of Sections 12, 13, 14 or 15 will be inadequate, and that the Company
      shall be entitled, in addition to any remedy at law or in equity, to preliminary
      and permanent injunctive relief and specific performance.

    


    18. Other
      Contracts.
      The
      Executive shall not, during the term of this Agreement, have any other paid
      employment, except (a) service on other boards of directors contemplated by
      Section 1 hereof, and (b) with the prior approval of the Board of
      Directors.

    


    19. Notices.
      All
      notices, requests, demands, consents, or other communications required or
      permitted under this Agreement shall be in writing and shall be deemed to have
      been duly given if delivered by overnight courier or express mail service or
      by
      postage prepaid registered or certified mail, return receipt requested (the
      return receipt constituting prima facie evidence the giving of such notice
      request, demand or other communication), by personal delivery, or by fax with
      confirmation of receipt and a copy mailed with postage prepaid, to the following
      address or such other address of which a party may subsequently give notice
      to
      the other party in accord with the provisions of this Section. Notice is
      effective immediately if by personal delivery or by fax with confirmation
      received and a copy mailed the same day. Notice sent by overnight courier or
      by
      registered or certified mail is effective the earlier of actual receipt or
      the
      fifth date after the date mailed as evidenced by the sender’s certified or
      registered receipt.

     

    
      
        
        

      

      
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      	To
              the Company:	MedPanel,
              Inc.
	 	44
              Brattle Street
	 	Cambridge,
              MA 02138
	 	 
	 	 
	To
              Executive:	William
              Febbo
	 	_____________________
	 	
            
	 	_____________________
	 	 


    

     

    20. Arbitration.
      Any
      dispute between the parties concerning the interpretation, validity or
      performance of this Agreement or any of its terms and provisions shall be
      submitted to binding arbitration in the State of California, City and County
      of
      San Francisco, before an arbitrator selected by the parties hereto, and the
      prevailing party in such arbitration shall have the right to have any award
      made
      by the arbitrator confirmed by a court of competent jurisdiction and shall
      be
      entitled to reimbursement for all costs and expenses incurred, thereby,
      including reasonable attorney’s fees.

    


    21. Amendments
      or Additions.
      No
      amendments or additions to this Agreement shall be binding unless in writing
      and
      signed by all parties hereto.

    


    22. Section
      Headings.
      The
      section headings used in this Agreement are included solely for convenience
      and
      shall not affect, or be used in connection with, the interpretation of this
      Agreement.

    


    23. Severability.
      The
      provisions of this Agreement shall be deemed severable and the invalidity or
      unenforceability of any provision shall not affect the validity or
      enforceability of the other provisions hereof.

    


    24. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of California (other than
      the choice of law rules thereof).

    


    


    
      	
              COMPANY:

               

              MEDPANEL,
                INC., 

              a
                Delaware corporation

               

              By:
                _____________________________     

              Name:
                

              Title:
                

               

              MCF
                CORPORATION:

               

              By:
                ____________________________     

              Name:
                Gregory S. Curhan

              Title:
                Executive Vice President

            	
              EXECUTIVE:

               

               

               

               

              __________________________

              William
                Febbo

            


    

    


    
      
        
        

      

      
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