EX-10.60



 




Exhibit 10.60






          AMENDMENT NO. 1, with an effective date of
April 1, 2006 (this “Amendment No. 1”), to
the EMPLOYMENT AGREEMENT (the “Agreement”)
dated April 6, 2005 between CIAO GmbH, a German
Company (“Company”), and MAXIMILIAN
CARTELLIERI (“Executive”).



RECITALS




               The Company and Executive have agreed to amend the Agreement to provide for the Executive’s
conversion from a full time employee to a part-time employee.



               NOW, THEREFORE, the parties hereto hereby agree as follows:


Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms shall
be accorded the definitions assigned to them in the Agreement.



Section 2. Section 1.1 of the Agreement shall be amended as follows:





“Within Ciao GmbH, the Executive shall be responsible for the Central Services business
unit, comprising Technology, Finance & Administration”




shall be replaced by:




“Within Ciao GmbH, the Executive shall be responsible for the Comparison Shopping Business
Unit.”


Section 3. Section 2.1 of the Agreement shall be replaced in its entirety by the following:





This Agreement comes into effect as of April 1, 2006. It shall continue for an
indefinite period of time and shall be subject to termination upon three (3) months
notice as of the end of a calendar month, which can however only be exercised for
the first time at the end of the sixth month of this Agreement (i.e. such that the
Agreement remains in force at least until December 31, 2006).


Section 4. Section 3 of the Agreement shall be amended to provide for an annual Base Salary
and bonus potential to be governed by the 2006 Executive Compensation and Bonus Plan as adopted by
the Compensation Committee of Greenfield Online, Inc., and as shown on Schedule A.



Section 5. Section 5.1 of the Agreement shall be amended to provide for 0 days of vacation.



Section 6. Section 7 of the Agreement shall be replaced in its entirety by the following





7.1 The Executive shall devote no less than 16 hours per week (which shall be no
less than 2 full days), to the interests of the Company. Executive’s services shall
be rendered at the Company’s Munich, Germany office, or, on a limited



 









 






basis, the
London, UK office and shall be rendered on mutually agreeable days. Executive
agrees that he will not work full time for another employer.


Section 8. No Other Amendments. Except as expressly set forth herein, the
Agreement remains in full force and effect in accordance with its terms and nothing contained
herein shall be deemed (i) to be a waiver, amendment, modification or other change of any term,
condition or provision of the Agreement (or a consent to any such waiver, amendment, modification
or other change), or (ii) to entitle the Executive to a waiver, amendment, modification or other
change of any term, condition or provision of the Agreement (or a consent to any such waiver,
amendment, modification or other change), or to a consent, in the future in similar or different
circumstances.



Section 9. Further Assurances. The parties hereto agree to do such further acts
and things, and to execute and deliver such additional conveyances, assignments, agreements and
instruments, as the other party may at any time reasonably request in connection with the
administration and enforcement of this Amendment No. 1.



Section 10. Notices. All notices, demands and requests of any kind to be delivered to any
party hereto in connection with this Amendment No. 1 shall be delivered in accordance with the
notice provisions contained in the Agreement.



Section 11. Headings. The headings used herein are for convenience of reference only and
shall not affect the construction of, nor shall they be taken into consideration in interpreting,
this Amendment No. 1.



Section 12. Counterparts. This Amendment No. 1 may be executed in any number of separate
counterparts, each of which shall be an original and all of which taken together shall constitute
one and the same instrument.




[SIGNATURE PAGES FOLLOW]




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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed
and delivered effective as stated above.



CIAO GmbH




	 	 	 	 	 
	By:

	 	   /s/ Gunnar Piening	 	 
	 	 	 	 	 
	Gunnar Piening, Managing Director	 	 
	 
	 	 	 	 
	     /s/ Maximilian Cartellieri	 	 
	 	 	 
	Maximilian Cartellieri	 	 





Munich, 3rd March 2006