Amendment to Employment Agreement of Kathleen Yates


 Exhibit 10.1 
  
 AMENDMENT TO EMPLOYMENT AGREEMENT 
  
 THIS AMENDMENT TO THE EMPLOYMENT
AGREEMENT (this “Amendment”) is made as of December 1, 2004 (“Commencement Date”), by and between MarketWatch, Inc. (the ”Company”) and Kathleen B. Yates (“Executive”). 
  
 WHEREAS, the Company and Executive, (collectively “the Parties”),
entered into that certain Employment Agreement dated December 1, 2001 (“Employment Agreement”); and 
  
 WHEREAS, pursuant to the Employment Agreement, the Employment Period terminates on December 1, 2004; and 
  
 WHEREAS, the Parties now desire to amend certain provisions of the Employment
Agreement; and 
  
 WHEREAS, with the exception of the amendments
set forth below, the Parties desire that the Employment Agreement remain in full force and effect. 
  
 NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Executive hereby agree to amend
the Employment Agreement as follows: 
  
 1. Section 1 of the
Employment Agreement shall be deleted in its entirety and replaced with the following: 
  
 “1. Term of Employment. The term of employment of Executive by the Company hereunder shall commence on the Commencement Date and shall continue thereafter on the same terms and conditions for a period of
three years or until the Effective Time (as such term is defined in the Agreement and Plan of Merger by and among the Company, Dow Jones & Company, Inc. and Golden Acquisition Corp., dated as of November 14, 2004 (the “Merger
Agreement”), whichever is earlier, unless earlier terminated pursuant to Section 6 (such term being hereinafter referred to as the “Employment Period”). Upon and after any such termination, all obligations of the Company under this
Agreement shall cease, except that the following provisions shall survive and continue to have full force and effect after the Effective Time: (a) Section 6 (Benefit Upon Termination of Employment Period); (b) Sections 10.2 through 10.8, inclusive;
and (c) Section 11 (Tax Determinations) ((a) through (c) collectively, the “Surviving Provisions”). In addition, any provisions of this Agreement that are referred to in the Surviving Provisions will survive and continue to have full force
and effect solely for the purpose of Surviving Provisions. As an example and not as a limitation of the generality of the foregoing, notwithstanding the termination of the Employment Period for purposes other than the Surviving Provisions, for the
purposes of the Surviving Provisions, the term “Employment Period” shall mean a period of three years after December 1, 2004.” 






 2. Sections 3.1 and 3.3 of the Employment Agreement shall be deleted in their entirety and replaced with
the following: 
  
 “3.1 Base Salary. $315,000 base
salary per year. “Base Salary” shall mean the base salary provided for in this Section 3.1. Base salary is payable in installments in accordance with the Company’s normal payroll practices, less such deductions or withholdings
as are required by law. 
  
 3.3 Equity Option. Subject to
approval by the Compensation Committee, the Executive shall be granted an option to purchase 25,000 shares of the Company’s common stock with an exercise price per share equal to the fair market value of the Company’s common stock on the
date of approval by the Compensation Committee (the “Option”). Subject to acceleration of vesting of the Option pursuant to the Merger Agreement, the Option shall vest and become exercisable as to one-third of the total shares subject to
the Option on each of the first three anniversaries of the Vesting Commencement Date of the Option. The Vesting Commencement Date of the Option shall be December 1, 2004.” 
  
 3. The following shall be added as Section 11 of the Employment Agreement: 
  
 “11. Tax Determinations. In the event that the severance and
other benefits provided to Executive pursuant to this Agreement and any other agreement, benefit, plan, or policy of the Company (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986,
as amended (the “Code”), and (ii) but for this Section 11, such severance and benefits would be subject to the excise tax imposed by Section 4999 of the Code, then Executive’s severance and other benefits under this Agreement and any
other agreement, benefit, plan, or policy of the Company shall be payable either: (a) in full; or (b) as to such lesser amount which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of
the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of
severance and other benefits under this Agreement and any other agreement, benefit, plan, or policy of the Company. 
  
 Unless the Company and Executive otherwise agree in writing, any determination required under this Section 11 shall be made in writing by independent
public accountants agreed to by the Company and Executive (the “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this
Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the applications of Sections 280G and 4999 of the Code. The Company and
Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 11. The Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 11.” 
  
 4. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Employment Agreement. 






 5. Except as specifically amended herein, the Employment Agreement shall remain in full force and effect.

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written. 
  

	
	 MARKETWATCH, INC.

	
	 /s/ Larry Kramer


	 Larry Kramer

	 Chairman & Chief Executive Officer

	
	 EXECUTIVE

	
	 /s/ Kathleen B. Yates


	 Kathleen B. Yates