Unassociated Document


     

    
      [THE
        KNOT
        LOGO]

      


      November
        5, 2008

      


      Mr.
        David
        Liu

      


      Re:
        Terms
        of Employment

      


      Dear
        David:

      


      It
        gives
        me great pleasure to confirm the terms by which The Knot, Inc. will continue
        your employment as the Chief
        Executive Officer,
        reporting solely and directly to the Board of Directors. You shall be the
        senior-most executive officer of The Knot and shall have the duties and
        responsibilities customarily exercised by an individual serving in this position
        in a company of the size and nature of The Knot.

       

      The
        terms
        of this agreement will be effective immediately, except with respect to the
        changes to your vacation days, which shall be effective January 1,
        2009.

       

      Compensation
        Terms

       

      Base
        Salary

       

      Your
        annualized salary rate is $370,000 (“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.

       

      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. In the event of a “change in control”
(which, for all purposes under this agreement, shall be as defined in The
        Knot’s
        Amended and Restated 1999 Stock Incentive Plan), thereafter the target for
        your
        annual cash incentive bonus shall be at least 50% of your Base Salary, the
        maximum bonus opportunity shall be at least 100% of your Base Salary, and
        for
        purposes of this calculation, your Base Salary shall be assumed to be the
        greater of $500,000 and your actual base salary in effect on the date of
        the
        calculation. 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 within thirty (30) days 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.

       

      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. In addition,
        in
        no event will the terms of equity awards granted to you 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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        Mr.
          David
          Liu

        November
          5, 2008

        Page
          2

         

      

      Severance

       

      If
        your
        employment is involuntarily terminated without cause by The Knot or a successor
        entity, or if you resign for “Good Reason,” The Knot agrees to pay your Base
        Salary for two (2) years thereafter, at your rate of pay in effect immediately
        prior to such termination or resignation, and for two (2) years 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 executive employees of The Knot generally during
        such 2-year period). These Base Salary payments shall be paid out in
        semi-monthly installments, commencing on The Knot’s first regular payroll date
        after (1) such termination (in connection with an involuntary termination
        without cause) or (2) the tenth business day after the end of the Cure Period,
        as defined below (in connection with a Good Reason resignation), and continuing
        on each of The Knot’s regular payroll dates thereafter, and will be subject to
        all applicable withholdings and taxes. The Knot’s payment of Base Salary or
        provision of benefits under this paragraph will be subject in all cases to
        your
        continued and complete compliance during the two-year severance period with
        the
        terms and conditions of the non-disclosure, non-competition and non-solicitation
        agreement that you will enter into with The Knot pursuant to this agreement.
        In
        the event of a “change in control” before or in connection with any termination
        or resignation subject to this paragraph, your Base Salary for purposes of
        this
        paragraph shall be assumed to be the greater of $500,000 and your actual
        base
        salary in effect immediately prior to such termination or
        resignation.

       

      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, (3) a material
        breach
        of this agreement by The Knot, (4) 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, (5) at any time
        after a “change in control,” the material and repeated interference by the Board
        of Directors with the discharge of your duties or responsibilities hereunder,
        or
        (6) immediately following a “change in control” and for two years thereafter,
        you are not the senior-most executive officer of The Knot (or, if The Knot
        is
        then a subsidiary, of The Knot’s ultimate operating parent company); provided,
        however, that no Good Reason shall exist if you have not given written notice
        to
        The Knot 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.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            David
            Liu

          November
            5, 2008

          Page
            3

           

        

      

      Leased
        Automobile

       

      You
        shall
        be entitled to a company-provided leased automobile for personal use, the
        make
        and model of which shall be comparable to the company-provided leased automobile
        in your possession on the effective date of this agreement. All expenses
        for
        routine maintenance, repair and insurance, your rights and obligations regarding
        replacement leased automobiles and the tax treatment of the automobile as
        a
        fringe benefit to you shall be governed by The Knot’s standard practices,
        policies and procedures in effect from time to time.

       

      Benefits
        and Other Terms

       

      Benefits
        and Expenses

       

      You
        will
        continue to participate in The Knot benefits program as in effect on the
        date
        hereof. A full description of your benefits is contained in official plan
        documents that are available to you. Notwithstanding anything to the contrary
        contained in the official plan documents, you shall be entitled to six (6)
        weeks
        of vacation per year. As an executive officer, you will be covered by any
        supplemental travel and business expense reimbursement policies in effect
        for
        executive officers. Please be advised that The Knot reserves the right to
        amend,
        change and terminate its policies, programs and employee benefit plans at
        any
        time during your employment.

       

      Reimbursement
        of Legal Expenses

       

      If,
        at
        any time after a “change in control,” any contest or dispute shall arise between
        you and The Knot regarding any provision of this agreement, The Knot shall
        reimburse you for all legal fees and expenses reasonably incurred by you
        in
        connection with such contest or dispute, but only if you prevail to a
        substantial extent with respect to your claims brought and pursued in connection
        with such contest or dispute. Such reimbursement shall be made as soon as
        practicable following the resolution of such contest or dispute (whether
        or not
        appealed) to the extent The Knot receives written evidence of such fees and
        expenses.

       

      Non-Disclosure,
        Non-Competition and Non-Solicitation Agreement

       

      This
        agreement is conditional upon your signing of a non-disclosure, non-competition
        and non-solicitation agreement in the form previously provided to
        you.

       

      Indemnification

       

      The
        Indemnification Agreement for Directors and Officers between you and The
        Knot
        shall continue in full force and effect. In addition, you shall continue
        to be
        covered by The Knot’s insurance policy for directors and officers.

       

      At-Will
        Employment

       

      Please
        understand that 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.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            David
            Liu

          November
            5, 2008

          Page
            3

           

        

      

      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.

       

      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.

       

      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.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            David
            Liu

          November
            5, 2008

          Page
            5

           

        

      

      Golden
        Parachute Tax

       

      In
        the
        event it shall be determined that any payment or distribution by The Knot
        to or
        for your benefit (whether paid or payable or distributed or distributable
        pursuant to the terms of this agreement or otherwise) (a “Payment”) would be
        subject to the excise tax imposed by Section 4999 of the Code or any interest
        or
        penalties are incurred by you with respect to such excise tax (such excise
        tax,
        together with any such interest and penalties, are hereinafter collectively
        referred to as the “Excise Tax”), then you shall be entitled to receive an
        additional payment (a “Gross-Up Payment”) in an amount such that after payment
        by you of all taxes, including, without limitation, any income taxes (and
        any
        interest and penalties imposed with respect thereto) and Excise Tax imposed
        upon
        the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal
        to the
        Excise Tax (including any interest or penalties imposed with respect to such
        taxes) imposed upon the Payments. The calculations under this paragraph will
        be
        made in a manner consistent with the requirements of Code Sections 280G and
        4999, as in effect at the time the calculations are made. The Gross-Up Payment
        shall be paid to you at the earliest possible time after receiving notice
        from
        you, but not later than by the end of the calendar year in which the taxes
        are
        paid to the government, or if an audit or a tax dispute related to the Gross-Up
        Payment occurs, by the end of the calendar year after the year in which the
        disputed taxes are paid (or the year after the year in which such an audit
        or
        dispute is concluded, if no taxes are paid).

       

      *  *  *  *  *

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Mr.
            David
            Liu

          November
            5, 2008

          Page
            6

           

        

      

      Please
        indicate your acceptance of these terms by returning the original signed
        and
        dated version of this agreement to my attention.

       

      Sincerely,

      


      /s/
        IRA
        CARLIN

      


      Ira
        Carlin

      Chairman,
        Compensation Committee of the Board of Directors

      


      


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

      

        
          	
                  /s/
                    DAVID LIU

                	
                  11/5/08

                
	
                  David
                    Liu

                	
                  Date