Unassociated Document


     

    

      [THE
        KNOT
        LOGO]

      


      November
        5, 2008

      


      Ms.
        Carley Roney

      


      Re:
        Terms
        of Employment

      


      Dear
        Carley:

      


      It
        gives
        me great pleasure to confirm the terms by which The Knot, Inc. will continue
        your employment under the new title Chief
        Editorial and Media Officer,
        reporting solely and directly to the Chief Executive Officer. 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, as part of The Knot’s leadership team, you will be
        responsible for directing and managing all editorial and creative content
        across
        the media platforms of The Knot, its subsidiaries and divisions; guiding
        the
        strategic vision for brands and properties of The Knot, its subsidiaries
        and
        divisions; managing and leading product development across all content
        franchises and creative design across the entire company; overseeing all
        content
        related to consumer marketing; and serving as the primary spokesperson for
        The
        Knot, its subsidiaries and divisions on all editorial, creative and product
        matters. Upon your designation by the Board of Directors, you will serve
        as an
        executive officer of The Knot. 

       

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

       

      Compensation
        Terms

       

      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.

       

      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 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.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      

        Ms.
          Carley Roney

        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.

       

      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) 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,
        or (4) immediately following a “change in control” and for two years thereafter,
        you are not the senior-most editorial and creative 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.

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Ms.
            Carley Roney

          November
            5, 2008

          Page
            3

           

        

      

      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.

       

      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.

       

      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.

       

      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.

       

      


      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. 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.”

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Ms.
            Carley Roney

          November
            5, 2008

          Page
            4

           

        

      

      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.

       

      *  *  *  *  *

      
         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

        

          Ms.
            Carley Roney

          November
            5, 2008

          Page
            5

        

      


      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/
                    CARLEY RONEY

                	
                  11/5/08

                
	
                  Carley
                    Roney

                	
                  Date