**EXHIBIT 10.1**
**EMPLOYMENT AGREEMENT
     THIS AGREEMENT, effective as of March 20, 2002 (the “Effective Date”), ismade and entered into by and between The Corporate Executive Board Company, aDelaware corporation (hereinafter “the Company”), and Michael A. Archer(hereinafter the “Executive”).
     WHEREAS, the Company desires to employ the Executive and the Executivedesires to be employed by the Company; and
     WHEREAS, the Company and the Executive have agreed on the terms andconditions of the Executive’s employment with the Company; and
     WHEREAS, the Company and the Executive desire to memorialize the terms andconditions of the Executive’s employment with Company in a written and bindingcontract.
     NOW, THEREFORE, in consideration of the mutual promises contained herein,and for other good and valuable consideration, the adequacy of which is herebyacknowledged, the parties agree as follows:
     **1.    Employment**
             TheCompany hereby agrees to employ the Executive as of the EffectiveDate, on the terms and conditions stated herein, to perform and discharge suchservices and duties as are reasonably required of the General Manager, Salesand Marketing, of the Company, and such other substantially similar servicesand substantially similar duties as he may be assigned from time to time by theCompany’s Chief Executive Officer. The Executive agrees to accept suchemployment with the Company as of the Effective Date on the terms andconditions stated herein, and to devote his full and best efforts, energies andabilities to the Company on a full time basis.
     **2.    Term**
     **    ****    **Theterm of this Agreement shall commence as of the Effective Date andshall continue until this Agreement is terminated pursuant to Section 6 below.The Executive may be terminated by the Company at will at any time. However, atermination of the Executive shall be governed by the provisions of Section 6below.
     **3.    Compensation**
     **    ****    ****a.    SigningBonus**
             TheCompany shall pay the Executive, on or prior to the Effective Date, asigning bonus in the amount of Fifty Thousand Dollars ($50,000.00), subject tothe repayment provisions set forth in Section 6(c) below.
 

 

     **    ****    b.    BaseSalary**
             Ascompensation for services rendered by the Executive during hisemployment under this Agreement, the Company shall, commencing with theEffective Date, pay the Executive a base salary at the rate of Three HundredThousand Dollars ($300,000.00) per annum. All salary payments hereunder shallbe payable in substantially equal installments in accordance with the Company’spolicy governing salary payments to executive employees generally, but in nocase will installments be paid less than two times per month. The Companyshall review the Executive’s salary periodically, but not less frequently thanon an annual basis, and may, in its sole discretion, grant increases to theExecutive’s salary rate. The Employee shall first be eligible for an increasein his annual base salary effective as of March 1, 2003.
             **c.    StockOptions
             Asadditional compensation for services rendered by the Executive duringhis employment under this Agreement, as of the Effective Date, the Companyshall grant the Executive the right and option to purchase One Hundred Thousand(100,000) shares of $.01 par value Common Stock of the Company at the thenprevailing fair market value of the Company, subject to the terms andconditions of the Company’s 2001 Stock Incentive Plan and as set forth in theStock Option Agreement between the Company and the Executive (the “OptionAgreement”). Such options shall vest and become exercisable at the rate of 25%on each of the first, second, third and fourth anniversaries of the EffectiveDate and shall, to the fullest extent permitted under Section 422 of theInternal Revenue Code, be “incentive stock options,” and otherwise shall benonqualified stock options. The Option Agreement, which is hereby incorporatedherein in its entirety by this reference, shall be executed contemporaneouslywith this Agreement.
     **        d.    PerformanceBonus**
             TheExecutive shall be eligible for an annual performance bonus of up toFour Hundred Thousand Dollars ($400,000.00) with a target bonus of ThreeHundred Thousand Dollars ($300,000.00); provided, however, that (i) the bonusfor the period beginning on the Effective Date and ending on December 31, 2002shall in no event be less than One Hundred Thousand Dollars ($100,000.00) and(ii) Executive shall be eligible to earn the maximum possible performance bonusof Four Hundred Thousand Dollars ($400,000.00) for the period beginning on theEffective Date and ending on December 31, 2002, and this performance bonusshall not in any circumstances be prorated due to the Executive’s hiring duringcalendar year 2002. The amount of such bonus shall be determined under apolicy adopted by the Company, and any bonus payable hereunder shall be paid inaccordance with the Company’s usual practices. The Executive and the Companyshall cooperate in determining the objectives that shall be taken into accountfor purposes of determining the amount of the performance bonus hereunder, andsuch objectives shall be finalized no later than sixty (60) days after theEffective Date.
             **e.    MovingExpenses
             The Company shall pay the Executive’s reasonable moving expenses for hisrelocation to the Washington, D.C. area. It is expected that such movingexpenses shall total approximately Twenty-Five Thousand Dollars ($25,000.00),and the Company shall pay or reimburse such amounts upon being furnished copiesof appropriate receipts by the Executive. In the event that the Executivedetermines in his reasonable discretion that his moving expenses will exceedTwenty-Five Thousand Dollars ($25,000.00), the Company shall obtain quotes fromthree (3) moving companies reasonably agreed to by the Executive and theCompany regarding the cost of moving the Executive’s property to theExecutive’s new residence, and the Company shall determine which of such movingcompanies to engage and shall pay the amount of moving expenses charged by suchcompany. The Company will not pay any expenses associated with the Executive’ssale of his current residence or his purchase of a new residence. The Companyshall pay for all transportation costs for Executive and his family during themove.
 

 

         **    f.    TemporaryHousing**
             For the period commencing on the Effective Date and ending on the earlierof (i) 120 days thereafter or (ii) when the Executive moves into a new home inthe Washington, D.C. area, the Company shall pay the Executive’s reasonabletemporary housing expenses.
     **        g.    Benefits**
             TheCompany shall provide the Executive with all of the standard benefitsit provides to other executive employees who are similarly situated, as suchbenefits may be modified from time to time, including without limitationvacation/paid time off, holidays, sick leave, group health insurance, shortterm and long term disability insurance, life insurance and participation inthe Company’s 401(k) plan.
     **        h.    Expenses**
             TheCompany shall reimburse the Executive for all reasonable and necessarybusiness expenses incurred by him in the performance of his duties hereunder,in accordance with its policies, and provided they are vouchered in a formsatisfactory to the Internal Revenue Service and consistent with the Company’spolicy for the deduction of such expenses.
**     ****4.    ComplianceWith Other Agreements**
             TheExecutive represents and warrants that his performance hereunder shallnot conflict with any other agreements to which he was or is a party. Hefurther represents and warrants that he will not use in his performancehereunder any information, material or documents of a former employer which aretrade secrets or are otherwise confidential or proprietary to said employer,unless he has first obtained written authorization from such former employerfor their possession or use. The Executive agrees not to enter into anyagreement, either written or oral, which may conflict with this Agreement, andhe authorizes the Company to make known the terms of this Agreement to anyperson or entity, including, but not limited to, members of the Company andfuture employers of the Executive.
**     ****5.    ExclusiveServices, Confidential Information, Business Opportunities, Non-Competition, Non-Solicitation and Work             Product
             Contemporaneouswith their execution of this Agreement, the Executive andthe Company shall execute the Company’s Agreement Concerning ExclusiveServices, Confidential Information, Business Opportunities, Non-Competition,Non-Solicitation and Work Product (“Non-Competition Agreement”), which ishereby incorporated herein in its entirety by this reference.
**     ****6.    Termination
     **        a.    ByThe Company**
 

 

                  **(i)    Terminationfor Cause**
                          TheCompany may terminate the employment of the Executive for Cause at anytime upon three (3) months prior written notice to the Executive. For purposesof this Agreement, “Cause” for termination shall mean the commission of an actof fraud or theft against the Company; conviction for any felony; convictionfor any misdemeanor involving moral turpitude which might, in the Company’sopinion, cause embarrassment to the Company; significant violation of anymaterial Company policy; willful non-performance of material duties which isnot cured within thirty (30) days after written notice thereof to theExecutive; or violation of any material District of Columbia, state or federallaws, rules or regulations in connection with or during performance of theExecutive’s work which, if such violation is curable, is not cured withinthirty (30) days after notice thereof to the Executive. In the event of atermination pursuant to this Section 6(a)(i), the Company may at any time priorto the expiration of the notice period relieve the Executive of his duties andpay him his salary in lieu of notice for the remainder of such period. In theevent of termination pursuant to this Section 6(a)(i), the Executive shall notbe entitled to any further compensation or benefits from the Company, exceptfor such compensation or benefits which have been earned prior to the date oftermination pursuant to the express terms of this Agreement or the OptionAgreement; and provided further that the Executive shall continue to be treatedas an employee during the three (3) month period following written notice tothe Executive for purposes of vesting in stock options granted pursuant toSection 3(c) above, regardless of whether the Executive actually remains anemployee during such period.
                  **(ii)    TerminationWithout Cause**
                           TheCompany may, in its sole discretion, without Cause or without anyother reason whatsoever, terminate the Executive’s employment at any time. Atermination without Cause shall not include death or Disability (as defined inSection 6(b) below) or a termination by the Executive under Section 6(c) below.In the event of a termination without Cause pursuant to this Section 6(a)(ii),(A) the Company shall pay the Executive an amount equal to one year’s annualbase salary of the Executive at the time of such termination, plus anadditional One Hundred Thousand Dollars ($100,000.00), (B) all options grantedto the Executive pursuant to Section 3(c) hereof shall fully vest and becomeexercisable immediately (so that 100% of all options granted pursuant toSection 3(c) shall be fully vested) and such options shall expire within 90days of such termination without Cause, and (C) for the one year periodbeginning on the termination date and ending on the one-year anniversary of thetermination date, the Company shall pay directly to the COBRA administrator allpremiums for medical, dental, and vision benefits (other than the portion ofthe medical, dental and vision benefits premium for which Executive paidimmediately prior to the termination date). The Executive shall not beentitled to any further compensation or benefits from the Company, except forsuch compensation or benefits which have been earned prior to the date oftermination pursuant to the express terms of this Agreement or the OptionAgreement.
     **        b.         Deathor Disability**
                         TheExecutive’s employment shall be terminated in the event of his deathor Disability. The term “Disability” shall mean a serious and permanentmedical incapacity or disability that precludes the Executive from performingprofessional work. The Company, at its option and expense, shall be entitledto retain a physician reasonably acceptable to the Executive to confirm theexistence of such incapacity or disability. In the event of death orDisability as referred to in the Option Agreement, all options granted to theExecutive shall become fully vested as provided therein. In addition, in theevent of termination under this Section 6(b), neither the Executive nor hisestate shall be entitled to any compensation or benefits from the Company,except for such compensation or benefits which have been earned prior to thedate of termination pursuant to the express terms of this Agreement or theOption Agreement.
 

 

             **c.           Bythe Executive**
                       **(i)      Terminationnot for Good Reason.**
                                TheExecutive may voluntarily terminate his employment other than for GoodReason (as defined in Section 6(c)(ii) below) at any time upon three (3) monthsprior written notice to the Company. A voluntary termination not for GoodReason by the Executive shall not include a date on which the Executive ceasesto be employed by the Company due to death or Disability. Should the Executivevoluntarily terminate his employment not for Good Reason at any time within two(2) years of the Effective Date, the Executive must repay the Company withinthree (3) months of the Executive’s termination such portion of the signingbonus described in Section 3(a) above as is equal to the product of suchsigning bonus multiplied by a fraction the numerator of which is the number ofdays that remain in such two-year period after the Executive’s termination andthe denominator of which is 730. In the event of such voluntary termination bythe Executive, the Company may at any time prior to the expiration of thenotice period relieve him of his duties and pay him his salary in lieu ofnotice for the remainder of said notice period; and provided further that theExecutive shall continue to be treated as an employee during the three (3)month period following written notice to the Executive for purposes of vestingin stock options granted pursuant to Section 3(c) above, regardless of whetherthe Executive actually remains an employee during such period.
                                Inthe event of termination pursuant to this Section 6(c)(i), theExecutive shall not be entitled to any compensation or benefits from theCompany, except for such compensation or benefits which have been earned priorto the date of termination pursuant to the express terms of this Agreement orthe Option Agreement.
                       **(ii)    Terminationfor Good Reason.**
                                TheExecutive may voluntarily terminate his employment for Good Reason atany time upon three (3) months prior written notice to the Company. Forpurposes of this Agreement, “Good Reason” shall exist if the Company (i)effects a material adverse change to the employment responsibilities orauthority of the Executive, (ii) effects a reduction in the base salary of theExecutive, (iii) effects a material reduction in the Executive’s annualperformance bonus potential under Section 3(d) hereof together with a materialdecrease in the Executive’s total compensation potential, (iv) relocates theExecutive’s place of employment to a location that is more than thirty-five(35) miles from the location of the Company’s headquarters on the date of thisAgreement, or (v) materially breaches this Agreement. A termination for GoodReason shall not include death or Disability. In the event of a terminationfor Good Reason by the Executive pursuant to this Section 6(c)(ii), (A) theCompany shall pay the Executive an amount equal to one year’s annual basesalary of the Executive at the time of such termination, plus an additional OneHundred Thousand Dollars ($100,000.00), and (B) all options granted to theExecutive pursuant to Section 3(c) hereof shall fully vest and becomeexercisable immediately (so that 100% of all option granted pursuant to Section3(c) shall be fully vested) and such options shall expire within 90 days ofsuch termination for Good Reason, and (C) for the one year period beginning onthe termination date and ending on the one-year anniversary of the terminationdate, the Company shall pay directly to the COBRA administrator all premiumsfor medical, dental, and vision benefits (other than the portion of themedical, dental and vision benefits premium for which Executive paidimmediately prior to the termination date). The Executive shall not beentitled to any further compensation or benefits from the Company, except forsuch compensation or benefits which have been earned prior to the date oftermination pursuant to the express terms of this Agreement or the OptionAgreement.

 

     **7.    Arbitration
**    ****    ****    **Theparties shall endeavor to settle all disputes by amicablenegotiations. Subject to Section 7(f) hereof, any claim, dispute, disagreementor controversy that arises among the parties relating to this EmploymentAgreement that is not amicably settled shall be resolved by arbitration, asfollows:
**    ****    ****    **(a)**    **Anysuch arbitration shall be heard in the District of Columbia,before a panel consisting of one (1) to three (3) arbitrators, each of whomshall be impartial. Except as the parties may otherwise agree, all arbitratorsshall be appointed in the first instance by the appropriate official in theDistrict of Columbia office of the American Arbitration Association or, in theevent of his or her unavailability by reason of disqualification or otherwise,by the appropriate official in the New York City office of the AmericanArbitration Association. In determining the number and appropriate backgroundof the arbitrators, the appointing authority shall give due consideration tothe issues to be resolved, but his or her decision as to the number ofarbitrators and their identity shall be final. Except as otherwise provided inthis Section 7, all of the arbitration proceedings shall be conducted inaccordance with the rules of the arbitrators.
**    ****    ****    **(b)**    **Anarbitration may be commenced by any party to this Agreement by theservice of a written request for arbitration upon the other affected parties.Such request for arbitration shall summarize the controversy or claim to bearbitrated, and shall be referred by the complaining party to the appointingauthority for appointment of arbitrators ten (10) days following such serviceor thereafter. If the panel of arbitrators is not appointed by the appointingauthority within thirty (30) days following such reference, any party may applyto any court within the District of Columbia for an order appointingarbitrators qualified as set forth below.
**    ****    ****    **(c)**    **Allattorneys’ fees and costs of the arbitration shall in the firstinstance be borne by the respective party incurring such costs and fees, butthe arbitrators shall have the discretion to award costs and/or attorneys’ feesas they deem appropriate under the circumstances. The parties hereby expresslywaive punitive damages, and under no circumstances shall an award contain anyamount that in any way reflects punitive damages.
**    ****    ****    **(d)**    **Judgmenton the award rendered by the arbitrators may be entered inany court having jurisdiction thereof.
**    ****    ****    **(e)**    **Itis intended that controversies or claims submitted to arbitrationunder this Section 7 shall remain confidential, and to that end it is agreed bythe parties that neither the facts disclosed in the arbitration, the issuesarbitrated, nor the views or opinions of any persons concerning them, shall bedisclosed to third persons at any time, except to the extent necessary toenforce an award or judgment or as required by law or in response to legalprocess or in connection with such arbitration.
**    ****    ****    **(f)**    **Notwithstandinganything to the contrary contained in this Agreement,the Company shall be entitled to initiate at any time legal action in a courtof competent jurisdiction for the purpose of seeking and obtaining the issuanceof a temporary restraining order, preliminary injunction and/or other similarrelief restraining the Executive from committing or continuing to commit anybreach of the Non-Competition Agreement pending final resolution of thearbitration proceeding. In the event the Company prevails in such arbitrationproceeding, in addition to any other remedies granted to the Company pursuantto such proceeding, the Company shall be entitled to seek and obtain apermanent injunction and/or other similar relief restraining the Executive fromcommitting or continuing to commit any breach of the Non-Competition Agreement.
**    8.        Non-Waiver**
**                 **Itis understood and agreed that one party’s failure at any time torequire the performance by the other party of any of the terms, provisions,covenants or conditions hereof shall in no way affect the

 

first party’s right thereafter to enforce the same, nor shall the waiver by either party of thebreach of any term, provision, covenant or condition hereof be taken or held tobe a waiver of any succeeding breach.
**    9.        Severability**
**                 **Inthe event that any provision of this Agreement conflicts with the lawunder which this Agreement is to be construed, or if any such provision is heldinvalid or unenforceable by a court of competent jurisdiction or anyarbitrator, such provision shall be deleted from this Agreement and thisAgreement shall be construed to give full effect to the remaining provisionsthereof.
**    10.       GoverningLaw**
**                 **ThisAgreement shall be interpreted, construed and governed according tothe laws of the District of Columbia, without regard to the principle ofconflicts of laws thereof.
**    11.       Headingsand Captions**
**                 **Theparagraph headings and captions contained in this Agreement are forconvenience only and shall not be construed to define, limit or affect thescope or meaning of the provisions hereof.
**    12.       Survival**
**                 **Theprovisions of the Non-Competition Agreement, the Option Agreement andthe Stockholders’ Agreement (and any agreements incorporated therein byreference) shall survive the termination and/or expiration of this Agreement.
**    13.       EntireAgreement**
**                 **ThisAgreement, including the agreements expressly incorporated byreference herein pursuant to Sections 3(c) and 5 above (and any agreementsincorporated therein by reference), contains and represents the entireagreement of the parties and supersedes all prior agreements, representationsor understandings, oral or written, express or implied with respect to thesubject matter hereof. This Agreement may not be modified or amended in anyway unless in a writing signed by both the Executive and the Company.
**    14.      Assignability**
                 Neitherthis Agreement nor any rights or obligations hereunder may beassigned by either party without the prior written consent of the other.Subject to the foregoing, this Agreement shall be binding upon and inure to thebenefit of the parties hereto and their heirs, successors and assigns.
**    15.       Notices**
**                 **Allnotices required or permitted hereunder shall be in writing and shallbe deemed properly given if delivered personally or sent by certified orregistered mail, postage prepaid, return receipt requested, or sent bytelegram, telex, telecopy or similar form of telecommunication, and shall bedeemed to have been given when received. Any such notice or communicationshall be addressed: (a) if to The Company, to Chief Executive Officer, TheCorporate Executive Board Company, 2000 Pennsylvania Avenue, N.W., Washington,D.C. 20006; or (b) if to the Executive, to his last known home address on filewith the Company; or to such other address as the parties shall have furnishedto one another in writing.

 

**    16.       Counterparts**
**                 **ThisAgreement may be executed by facsimile signature and in two or morecounterparts all of which shall have the same force and effect as if allparties hereto had executed a single copy of this Agreement.
**    17.       Mitigation**
**                 **Executiveshall have no duty to mitigate any breach by Company of thisAgreement.
        **         **INWITNESS WHEREOF, the parties hereto have duly executed thisAgreement on the 20th day of March, 2002 to be effective as of theEffective Date.      THE CORPORATE EXECUTIVE BOARD COMPANY  /s/ Michael A. Archer************