Unassociated Document


     

    

      [THE
        KNOT
        LOGO]

      


      August
        13, 2008

      


      Mr.
        John
        P. Mueller

      


      Re:
        Offer
        of Employment

      


      Dear
        John:

      


      It
        gives
        me great pleasure to confirm our offer for you to join The Knot, Inc. as
        Chief
        Financial Officer,
        reporting to the Chief Executive Officer. We expect that your first day of
        employment will be September 2, 2008. You will perform those services that
        are
        reasonably associated with this title and position and those services reasonably
        assigned to you and that are commensurate with your position. In this regard,
        you
        shall
        be responsible for The Knot’s finance, accounting, treasury, tax and economic
        planning functions; financial reporting; and communicating with the investor
        and
        analyst community.

       

      Please
        understand that this offer is conditional upon our completion of customary
        background checks and your signing of a non-disclosure, non-competition and
        non-solicitation agreement, as well as your compliance with the U.S. Citizenship
        and Immigration Services regulations requiring the establishment of your
        identity and right to work in the United States.

       

      Compensation
        Terms

       

      If
        you
        commence employment with The Knot, your compensation package would consist
        of
        the following terms. These terms are subject to the approval of the Compensation
        Committee of the Board of Directors, upon the recommendation of The Knot’s
        management.

       

      Base
        Salary

       

      Your
        annualized salary rate is $300,000 (“Base Salary”), which will be paid
        semi-monthly, on the 15th and on the last workday of the month. The Compensation
        Committee shall review your performance and Base Salary annually for potential
        increases. Your Base Salary will be subject to withholding of income, social
        security and employment taxes in accordance with The Knot’s normal
        practices.

       

      Sign-On
        Bonus

       

      You
        will
        receive a grant of 6,000 vested shares of common stock of the Company, which
        will be made as soon as possible following the commencement of your employment,
        and subject to the standard terms and conditions of The Knot’s 1999 Stock
        Incentive Plan and a stock issuance agreement between you and The Knot. This
        stock grant will be subject to withholding of income, social security and
        employment taxes in accordance with the Company’s normal practices.

       

      Incentive
        Bonus

       

      You
        will
        be eligible to earn an annual cash incentive bonus expressed as a percentage
        of
        Base Salary. Each year, your target and maximum bonus opportunities will
        be set
        by the Compensation Committee. The amount of your actual bonus will be
        determined according to your achievement of certain performance criteria
        established by the Compensation Committee. The incentive bonus will be
        conditioned upon the other terms and conditions of the incentive compensation
        program for executive officers, as may be in effect from time to time, and
        is
        payable following the completion of The Knot’s annual audit and approval by the
        Compensation Committee. The incentive bonus is not guaranteed and is completely
        discretionary; you may receive an incentive bonus in one year but not the
        next.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        Mr.
          John
          P. Mueller

        August
          13, 2008

        Page
          2

      

       

      Notwithstanding
        anything to the contrary contained herein, for the year ending December 31,
        2008, you will fully participate in the incentive compensation program, your
        target and maximum bonus opportunities therein will be based on your annualized
        Base Salary and not on your actual salary paid for 2008, and you are guaranteed
        to receive a bonus of no less than $33,333, payable at the same time as
        incentive bonuses are paid to other executive officers, but in no event later
        than March 15, 2009.

       

      Restricted
        Stock Grant

       

      You
        will
        receive a restricted stock grant of 50,000 shares, which will vest over a
        four-year term, with the first 25% of the grant vesting on the first anniversary
        of the grant, and the balance of the grant vesting in equal monthly installments
        thereafter. The restricted stock grant will be made as soon as possible
        following the commencement of your employment, and will be subject to the
        standard terms and conditions of The Knot’s 1999 Stock Incentive Plan and a
        restricted stock agreement between you and The Knot. Your restricted stock
        agreement will provide that
        if
The
        Knot
        is acquired by merger, asset sale or sale of more than 50% of its voting
        securities by the stockholders (in each case in accordance with the definition
        of “change in control” under the Stock Incentive Plan), in addition to those
        shares of restricted stock that have previously vested before such change
        in
        control in accordance with the regular vesting schedule, an amount of shares
        of
        restricted stock shall vest upon such event equal to the greater of (1) the
        shares of restricted stock that would otherwise have vested during the one
        year
        period following the change in control, and (2) 50% of the shares of restricted
        stock that are not vested on the date of the change in control.

       

      Other
        Compensation

       

      You
        will
        be eligible to participate in future incentive compensation programs for
        executive officers, if and when such programs are established by the
        Compensation Committee of the Board of Directors, at a level commensurate
        with
        your position at the time awards are granted and on the same general terms
        and
        conditions as apply to the other executive officers of The Knot. Without
        limiting the foregoing, your participation in future equity grant programs
        made
        available to executive officers will not be reduced as compared to other
        executive officers because of your stock grants made pursuant to this agreement.
        In addition, in no event will the terms of equity awards granted to you
        (including your stock grants made pursuant to this agreement) with respect
        to
        accelerated vesting upon a “change in control” be less favorable than the terms
        made available to any other executive officer, and The Knot will cause any
        award
        to be modified if and as necessary to carry out this provision.

       

      Severance

       

      If
        your
        employment is involuntarily terminated without cause by The Knot or a successor
        entity, or if you resign for “Good Reason,” you shall receive a lump-sum payment
        equal to your annualized Base Salary, at your rate of pay in effect immediately
        prior to such termination or resignation, and for 12 months after such
        termination or resignation receive all benefits (other than vesting of any
        equity award) that were associated with your employment immediately prior
        to
        such termination or resignation (to the extent and at such levels that these
        benefits remain available to employees of The Knot generally during such
        12-month period). The Knot shall pay the lump-sum payment in connection with
        an
        involuntary termination without cause upon such termination, and the lump-sum
        payment in connection with a Good Reason resignation within 10 business days
        of
        the end of the Cure Period, as defined below.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            John
            P. Mueller

          August
            13, 2008

          Page
            3

        

         

      

      An
        involuntary termination “without cause” shall mean a termination of employment
        other than for death, disability, termination for Cause or any resignation
        by
        you other than a resignation for Good Reason. “Cause” shall mean (1) your
        willful failure to perform the principal elements of your duties to The Knot
        or
        any of its subsidiaries, which failure is not cured within 20 days following
        written notice to you specifying the conduct to be cured, (2) your conviction
        of, or plea of nolo contendere to, a felony (regardless of the nature of
        the
        felony) or any other crime involving dishonesty, fraud, or moral turpitude,
        (3)
        your gross negligence or willful misconduct (including but not limited to
        acts
        of fraud, criminal activity or professional misconduct) in connection with
        the
        performance of your duties and responsibilities to The Knot or any of its
        subsidiaries, (4) your failure to substantially comply with the rules and
        policies of The Knot or any of its subsidiaries governing employee conduct
        or
        with the lawful directives of the Board of Directors of The Knot, or (5)
        your
        breach of any non-disclosure, non-solicitation, non-competition or other
        restrictive covenant obligations to The Knot or any of its subsidiaries.
“Good
        Reason” shall mean (1) any reduction of your Base Salary, (2) the relocation of
        your principal place of business outside of New York City, or (3) the material
        diminution of your responsibilities or authority, any reduction of your title
        or
        any change in the reporting structure set forth in the first paragraph hereof,
        provided, however, that no Good Reason shall exist if you have not given
        written
        notice to The Knot within ninety (90) days of the initial existence of the
        Good
        Reason condition(s) and until The Knot has had thirty (30) days to cure such
        event (the “Cure Period”) after the date on which you give The Knot written
        notice specifying such event in specific detail before such event permits
        you to
        terminate your employment for Good Reason.

       

      Benefits
        and Other Terms

       

      Benefits

       

      You
        will
        be eligible to participate in The Knot benefits program starting with the
        first
        of the month following 30 days of employment. You will be eligible to
        participate in our 401(k) plan after completion of one (1) year of service
        and
        our Employee Stock Purchase Plan after completion of five (5) months of service.
        A full description of your benefits is contained in official plan documents
        that
        will be available to you. Please be advised that this agreement describes
        policies and benefits currently available and that The Knot reserves the
        right
        to amend, change and terminate its policies, programs and employee benefit
        plans
        at any time during your employment.

       

      Indemnification

       

      The
        Knot
        will enter with you into an Indemnification Agreement for Directors and
        Officers. In addition, you shall be covered by The Knot’s insurance policy for
        directors and officers.

       

      


      Compliance
        With Section 409A of the Internal Revenue Code

       

      The
        intent of the parties is that payments and benefits under this agreement
        comply
        with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),
        and the regulations and guidance promulgated thereunder (collectively, “Section
        409A”), and, accordingly, to the maximum extent permitted, this agreement shall
        be interpreted to be in compliance therewith. If you notify The Knot (with
        specificity as to the reason therefor) that you believe that any provision
        of
        this agreement (or of any award of compensation, including equity compensation
        or benefits) would cause you to incur any additional tax or interest under
        Section 409A and The Knot concurs with such belief or The Knot (without any
        obligation whatsoever to do so) independently makes such determination, The
        Knot
        shall, after consulting with you, reform such provision to try to comply
        with
        Section 409A through good faith modifications to the minimum extent reasonably
        appropriate to conform with Section 409A. To the extent that any provision
        hereof is modified in order to comply with Section 409A, such modification
        shall
        be made in good faith and shall, to the maximum extent reasonably possible,
        maintain the original intent and economic benefit to you and The Knot of
        the
        applicable provision without violating the provisions of Section
        409A.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            John
            P. Mueller

          August
            13, 2008

          Page
            4

        

         

      

      A
        termination of employment shall not be deemed to have occurred for purposes
        of
        any provision of this agreement providing for the payment of any amounts
        or
        benefits upon or following a termination of employment unless such termination
        is also a “separation from service” within the meaning of Section 409A and, for
        purposes of any such provision of this agreement, references to a “termination,”
“termination of employment” or like terms shall mean “separation from service.”
If you are deemed on the date of termination to be a “specified employee” within
        the meaning of that term under Section 409A(a)(2)(B) of the Code, then with
        regard to any payment or the provision of any benefit that is specified as
        subject to this Section or that is otherwise considered deferred compensation
        under Section 409A payable on account of a “separation from service,” such
        payment or benefit shall be made or provided at the date which is the earlier
        of
        (A) the expiration of the six (6)-month period measured from the date of
        such
“separation from service” and (B) the date of your death (the “Delay Period”).
        Upon the expiration of the Delay Period, all payments and benefits delayed
        pursuant to this Section (whether they would have otherwise been payable
        in a
        single sum or in installments in the absence of such delay) shall be paid
        or
        reimbursed to you in a lump sum, and any remaining payments and benefits
        due
        under this agreement shall be paid or provided in accordance with the normal
        payment dates specified for them herein. For purposes of this agreement,
        the
        term “Separation Pay Limit” shall mean two (2) times the lesser of (A) your
        annualized compensation based on your annual rate of pay for your taxable
        year
        preceding the taxable year in which you have a “separation from service,” and
        (B) the maximum amount that may be taken into account under a tax qualified
        plan
        pursuant to Section 401(a)(17) of the Code for the year in which you incur
        a
“separation from service.”

       

      All
        expenses or other reimbursements under this agreement shall be made on or
        prior
        to the last day of the taxable year following the taxable year in which such
        expenses were incurred by you (provided that if any such reimbursements
        constitute taxable income to you, such reimbursements shall be paid no later
        than March 15th of the calendar year following the calendar year in which
        the
        expenses to be reimbursed were incurred), and no such reimbursement or expenses
        eligible for reimbursement in any taxable year shall in any way affect the
        expenses eligible for reimbursement in any other taxable year.

       

      In
        the
        event that it is determined that any payment or distribution of any type
        to or
        for your benefit, whether paid or payable or distributed or distributable,
        pursuant to the terms of this agreement would be subject to the additional
        tax
        and interest imposed by Section 409A, or any interest or penalties with respect
        to such additional tax (such additional tax, together with any such interest
        or
        penalties, are collectively referred to as the “409A Tax”), then you shall be
        entitled to receive an additional payment (a “409A Tax Restoration Payment”) in
        an amount that shall fund the payment by you of any 409A Tax as well as all
        income taxes imposed on the 409A Tax Restoration Payment, any 409A Tax imposed
        on the 409A Tax Restoration Payment and any interest or penalties imposed
        with
        respect to taxes on the 409A Tax Restoration Payment or any 409A
        Tax.

       

      At-Will
        Employment

       

      Please
        understand that, if employed by The Knot in this position, your employment
        will
        be “at will,” meaning that either you or The Knot may terminate the relationship
        at any time, with or without cause or notice. Please also note that The Knot
        reserves the right to revise, supplement, or rescind any of its policies,
        practices, and procedures (including those described in the Employee Handbook)
        as it deems appropriate in its sole and absolute discretion, provided that
        no
        such change shall be effective as to you unless such change affects all
        executive officers of The Knot.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            John
            P. Mueller

          August
            13, 2008

          Page
            5

        

         

      

      No
        Violation of Contract

       

      By
        accepting this offer of employment, you represent and warrant that you are
        honoring all of the provisions of any agreement between you and any current
        or
        former employer (including all provisions that remain in effect after your
        employment is terminated), and that your acceptance of employment with The
        Knot
        is not a violation of any agreement with any third party under which you
        incur
        any obligations that conflict with or will otherwise prevent you from performing
        your obligations with The Knot. Additionally, please be advised that it is
        The
        Knot’s corporate policy not to obtain or use any confidential information,
        proprietary information or trade secrets of its competitors or others, unless
        it
        is properly obtained from sources permitted to disclose such information.
        By
        signing this agreement below, you are acknowledging that you have been advised
        of this policy and that you accept and will abide by this policy. It is not
        our
        intention or desire to make use of any proprietary information to which you
        may
        have had access during your previous employment. You are being hired to apply
        for The Knot, and are expected to apply for The Knot, only the general,
        non-trade secret skills and knowledge that you have developed throughout
        your
        career and that you are free to use under all applicable federal and state
        laws.
        In the event that you are in possession of any confidential non-public
        information by virtue of your prior employment, you further agree that you
        will
        not engage and have not engaged in any activity that is inconsistent with
        the
        rights of such prior employer which could subject The Knot, its subsidiaries
        and
        affiliates or any of their respective employees to liability.

       

      *  *  *  *  *

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            John
            P. Mueller

          August
            13, 2008

          Page
            6

        

         

      

      John,
        we
        look forward to your joining The Knot! Please indicate your acceptance of
        this
        offer by signing and dating below, and return the original signed document
        to my
        attention at The Knot, Inc., 462 Broadway, 6th Floor, New York, NY 10013.
        We
        hope we will have a mutually rewarding association. If you have any questions
        regarding this offer, please call me at (212) 219-8555.

       

      Sincerely,

       

      /s/
        DAVID
        LIU

      


      David
        Liu

      Chief
        Executive Officer

      


      


      By
        signing, dating and returning this agreement, you accept our offer of
        employment.

       

      

        
          	
                  /s/
                    JOHN P. MUELLER

                	 	
                  8/15/08

                	 
	
                  John
                    P. Mueller

                	 	
                  Date