Exhibit 10.13


 


INSWEB CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN


Effective June 14, 2004


 


1.                                       ESTABLISHMENT
AND PURPOSE OF PLAN


 


1.1                                 Establishment. 
The InsWeb Corporation Executive Retention and Severance Plan (the “Plan”) is hereby
established by the Compensation Committee of the Board of Directors of InsWeb
Corporation, effective June 14, 2004(the “Effective Date”).


 


1.2                                 Purpose. 
The Company draws upon the knowledge, experience and advice of its
Executive Officers and Key Employees in order to manage its business for the
benefit of the Company’s stockholders. 
Due to the widespread awareness of the possibility of mergers,
acquisitions and other strategic alliances in the Company’s industry, the
topics of compensation and other employee benefits in the event of a Change in
Control or other circumstances that may result in termination of employment are
issues in competitive recruitment and retention efforts.  The Committee recognizes that the
possibility or pending occurrence of a Change in Control could lead to
uncertainty regarding the consequences of such an event and could adversely
affect the Company’s ability to attract, retain and motivate present and future
Executive Officers and Key Employees. 
The Committee has therefore determined that it is in the best interests
of the Company and its stockholders to provide for the continued dedication of
its Executive Officers and Key Employees notwithstanding the possibility or
occurrence of a Change in Control or other circumstances that may result in termination
of employment by establishing this Plan to provide Executive Officers and Key
Employees with enhanced financial security in the event of a Change in Control
or termination of employment.  The
purpose of this Plan is to provide its Participants with specified compensation
and benefits in the event of a Change in Control or termination of employment
under circumstances specified herein.


 


2.                                       DEFINITIONS
AND CONSTRUCTION


 


2.1                                 Definitions. Whenever used in this Plan, the
following terms shall have the meanings set forth below:


 


(a)                                  “Base Salary Rate” means, as applicable, either:


 


(1)                                  with respect to a Participant’s
Involuntary Termination, the Participant’s monthly base salary rate in effect
immediately prior to such termination of employment (without giving effect to
any reduction in the Participant’s base salary rate constituting Good Reason);
or


 


(2)                                  with respect to a Participant’s
Termination Upon a Change in Control, the greater of (i) the Participant’s
monthly base salary rate in effect immediately prior to such termination of
employment (without giving effect to any reduction in the Participant’s base
salary rate constituting Good Reason) or (ii) the Participant’s monthly
base salary rate in effect immediately prior to the applicable Change in Control.


 


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For this purpose, base salary does not include any bonuses,
commissions, fringe benefits, car allowances, other irregular payments or any
other compensation except base salary.


 


(b)                                 “Board” means the Board of Directors of the Company..


 


(c)                                  “Cause” means the occurrence of any of the following, as
determined in good faith by a vote of not less than two-thirds of the entire
membership of the Board at a meeting of the Board called and held for such
purpose:


 


(1)                                  the Participant’s commission of any
material act of fraud, embezzlement, dishonesty, intentional falsification of
any employment or other Company Group records, or any criminal act which
impairs Participant’s ability to perform his or her duties with the Company
Group; or


 


(2)                                  the Participant’s willful misconduct,
breach of fiduciary duty for personal profit or material failure to abide by
the Company’s code of conduct or other policies (including, without limitation,
policies relating to confidentiality and reasonable workplace conduct); or


 


(3)                                  the Participant’s unauthorized use or
disclosure of confidential information or trade secrets of any member of the
Company Group; or


 


(4)                                  the Participant’s conviction (including
any plea of guilty or nolo contendere) for a felony causing
material harm to the reputation and standing of any member of the Company
Group.


 


(d)                                 “Change in Control” means the occurrence of any of the
following:


 


(1)                                  any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or
other fiduciary holding securities of the Company under an employee benefit
plan of the Company, becomes the “beneficial owner” (as defined in
Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of
securities of the Company representing more than forty percent (40%) of
(i) the outstanding shares of common stock of the Company or (ii) the
total combined voting power of the Company’s then-outstanding securities
entitled to vote generally in the election of directors;


 


(2)                                  the Company is party to a merger,
consolidation or similar corporation transaction, or series of related
transactions, which results in the holders of the voting securities of the
Company outstanding immediately prior to such transaction(s) failing to retain
immediately after such transaction(s) direct or indirect beneficial ownership
of more than fifty percent (50%) of the total combined voting power of the
securities entitled to vote generally in the election of directors of the
Company or the surviving entity outstanding immediately after such
transaction(s);


 


(3)                                  the sale or disposition of all or
substantially all of the Company’s assets or consummation of any transaction,
or series of related transactions, having similar effect (other than a sale or
disposition to one or more subsidiaries of the Company); or


 


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(4)                                  a change in the composition of the Board
within any consecutive two-year period as a result of which fewer than a
majority of the directors are Incumbent Directors;


 


provided, however, that a Change in Control
shall be deemed not to include a transaction described in subsections (1) or
(2) of this Section in which a majority of the members of the board of
directors of the continuing, surviving or successor entity, or parent thereof,
immediately after such transaction is comprised of Incumbent Directors.


 


(e)                                  “Change in Control Period” means a period:


 


(1)                                  commencing on the first to occur of
(i) the date of the first public announcement of a definitive agreement
that would result in a Change in Control (even though still subject to approval
by the Company’s stockholders and other conditions and contingencies) or
(ii) the consummation of a Change in Control, and


 


(2)                                  ending on the first to occur of
(i) the first public announcement by the Company of the termination of
such definitive agreement, provided that the Company does not, within three (3)
months thereafter, enter into a discussion with the same party or parties that
leads to any such definitive agreement or (ii) the date occurring
twenty-four (24) months following the date of the consummation of such Change
in Control.


 


(f)                                    “COBRA” means the group health plan continuation coverage
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 and
any applicable regulations promulgated thereunder.


 


(g)                                 “Code” means the Internal Revenue Code
of 1986, as amended, or any successor thereto and any applicable
regulations promulgated thereunder.


 


(h)                                 “Committee” means the Compensation Committee of the
Board.


 


(i)                                     “Company” means InsWeb Corporation, a Delaware
corporation, and, following a Change in Control, a Successor that agrees to
assume all of the rights and obligations of the Company under this Plan or a Successor
which otherwise becomes bound by operation of law under this Plan.


 


(j)                                     “Company
Group” means
the group consisting of the Company and each present or future parent and
subsidiary corporation or other business entity thereof.


 


(k)                                  “Exchange Act” means the Securities Exchange Act
of 1934, as amended.


 


(l)                                     “Executive Officer” means an individual appointed by the
Board as an executive officer of the Company subject to Section 16 of the
Exchange Act and serving in such capacity both upon becoming a Participant
(unless then serving as a Key Employee) and immediately prior to the first to
occur of (1) a condition constituting Good Reason with respect to such
individual, (2) such individual’s termination of employment with the
Company Group or (3) the consummation of a Change in Control.


 


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(m)                               “Good
Reason”
means:


 


(1)                                  The occurrence during a Change in Control
Period of any of the following conditions without the Participant’s informed
written consent, which condition(s) remain(s) in effect twenty (20) days
after written notice to the Company from the Participant of such condition(s):


 


(i)                                     a material, adverse change in the
Participant’s position, duties, substantive functional responsibilities or
reporting responsibilities, causing the Participant’s position to be of
materially lesser rank or responsibility within the Company or an equivalent
business unit of its parent; or


 


(ii)                                  a decrease in the Participant’s base
salary rate or a decrease in the Participant’s target bonus amount (subject to
applicable performance requirements with respect to the actual amount of bonus
compensation earned by the Participant); or


 


(iii)                               any failure by the Company Group to
(i) continue to provide the Participant with the opportunity to
participate, on terms no less favorable than those in effect for the benefit of
any employee group which customarily includes a person holding the employment
position or a comparable position with the Company Group then held by the
Participant, in any benefit or compensation plans and programs, including, but
not limited to, the Company Group’s life, disability, health, dental, medical,
savings, profit sharing, stock purchase and retirement plans, if any, in which
the Participant was participating immediately prior to such failure, or their
equivalent, or (ii) provide the Participant with all other fringe benefits
(or their equivalent) from time to time in effect for the benefit of any
employee group which customarily includes a person holding the employment
position or a comparable position with the Company Group then held by the
Participant; or


 


(iv)                              the relocation of the Participant’s work
place for the Company Group to a location that increases the regular commute
distance between the Participant’s residence and work place by more than thirty
(30) miles (one-way), or, following the consummation of a Change in Control,
the imposition of business travel requirements substantially more demanding of
the Participant than such travel requirements existing immediately prior to the
Change in Control; or


 


(v)                                 following the consummation of a Change in
Control, any material breach of this Plan by the Company Group with respect to
the Participant.


 


(2)                                  The occurrence, other than during a
Change in Control Period, of the following condition without the Participant’s
informed written consent, which condition remains in effect twenty
(20) days after written notice to the Company from the Participant of such
condition:  a decrease in the
Participant’s base salary rate or a decrease in the Participant’s bonus amount
(subject to applicable performance requirements with respect to the actual
amount of bonus compensation earned by the Participant), unless such decrease
is equivalent in amount and duration to decreases made concurrently for all
other employees of the


 


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Company Group with responsibilities, organizational level and title
comparable to those of the Participant.


 


The existence of Good Reason shall not be affected by the Participant’s
temporary incapacity due to physical or mental illness not constituting a
Permanent Disability.  The Participant’s
continued employment for a period not exceeding sixty (60) days following the
occurrence of any condition constituting Good Reason shall not constitute
consent to, or a waiver of rights with respect to, such condition.  For the purposes of any determination
regarding the existence of Good Reason, any claim by the Participant that Good
Reason exists shall be presumed to be correct unless the Company establishes to
the Board that Good Reason does not exist, and the Board, acting in good faith,
affirms such determination by a vote of not less than two-thirds of its entire
membership (excluding the Participant if the Participant is a member of the
Board).


 


(n)                                 “Incumbent
Director”
means a director who either (1) is a member of the Board as of the
Effective Date, or (2) is elected, or nominated for election, to the Board
with the affirmative votes of at least a majority of the Incumbent Directors at
the time of such election or nomination, but (3) who was not elected or
nominated in connection with an actual or threatened proxy contest relating to
the election of directors of the Company.


 


(o)                                 “Involuntary Termination” means the occurrence of either of the
following events other than during a Change in Control Period:


 


(1)                                  termination by the Company Group of the
Participant’s employment for any reason other than Cause; or


 


(2)                                  the Participant’s resignation for Good
Reason (as described in Section 2.1(m)(2)) from employment with the
Company Group, provided that such resignation occurs within sixty (60) days
following the occurrence of the condition constituting Good Reason;


 


provided, however, that Involuntary
Termination shall not include any termination of the Participant’s employment
which is (i) for Cause, (ii) a result of the Participant’s death or
Permanent Disability, or (iii) a result of the Participant’s voluntary
termination of employment other than for Good Reason.


 


(p)                                 “Key Employee” means an individual, other than an
Executive Officer, who has been designated by the Committee as eligible to
participate in the Plan.


 


(q)                                 “Option” means any option to purchase shares of
the capital stock of the Company or of any other member of the Company Group
granted to a Participant by the Company or any other Company Group member prior
to a Change in Control, including any such option which is assumed by, or for
which a replacement option is substituted by, the Successor or any other member
of the Company Group in connection with the Change in Control.


 


(r)                                    “Participant” means (1) each Executive Officer
and (2) each Key Employee designated by the Committee to participate in
the Plan, provided in either case that such individual has executed a
Participation Agreement.


 


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(s)                                  “Participation
Agreement”
means an Agreement to Participate in the InsWeb Corporation Executive Retention
and Severance Plan in the form attached hereto as Exhibit A or in
such other form as the Committee may approve from time to time; provided,
however, that, after a Participation Agreement has been entered into between a
Participant and the Company, it may be modified only by a supplemental written
agreement executed by both the Participant and the Company.  The terms of such forms of Participation
Agreement need not be identical with respect to each Participant.  For example, a Participation Agreement may
limit the duration of a Participant’s participation in the Plan or may modify
the definition of “Change in Control” with respect to a Participant.


 


(t)                                    “Permanent Disability” means a Participant’s incapacity due to
bodily injury or disease which (1) prevents the Participant from engaging
in the full-time performance of the Participant’s duties for a period of six
(6) consecutive months and (2) will, in the opinion of a qualified
physician, be permanent and continuous during the remainder of the
Participant’s life.


 


(u)                                 “Release” means a general release of all known and
unknown claims against the Company and its affiliates and their stockholders,
directors, officers, employees, agents, successors and assigns substantially in
the form attached hereto as Exhibit B (“General Release of
Claims”), with any modifications thereto determined by legal counsel to the
Company to be necessary or advisable to comply with applicable law or to
accomplish the intent of Section 9 (Exclusive Remedy) hereof.


 


(v)                                 “Restrictive Covenants Agreement” means an agreement between a Participant
and the Company substantially in the form attached hereto as Exhibit C
(“Restrictive Covenants Agreement [Executive Officer]”), or Exhibit D
(“Restrictive Covenants Agreement [Key Employee]”), whichever is applicable,
with any modifications thereto determined by legal counsel to the Company to be
necessary or advisable to comply with applicable law.


 


(w)                               “Severance
Benefit Period”
means (1) with respect to a Participant who is an Executive Officer, a
period of twelve (12) months and (2) with respect to a Participant who is
a Key Employee, a period of six (6) months or such longer period as is
approved by the Board and set forth in the Participation Agreement.


 


(x)                                   “Successor” means any successor in interest to
substantially all of the business and/or assets of the Company.


 


(y)                                 “Termination
in the Absence of a Change in Control” means any termination of the Participant’s employment
with the Company Group which is not a Termination Upon a Change in Control.


 


(z)                                   “Termination
Upon a Change in Control” means the occurrence of any of the following events:


 


(1)                                  termination by the Company Group of the
Participant’s employment for any reason other than Cause during a Change in
Control Period; or


 


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(2)                                  the Participant’s resignation for Good
Reason from employment with the Company Group during a Change in Control
Period, provided that such resignation occurs within sixty (60) days following
the occurrence of the condition constituting Good Reason;


 


provided, however, that Termination Upon a
Change in Control shall not include any termination of the Participant’s
employment which is (i) for Cause, (ii) a result of the Participant’s
death or Permanent Disability, or (iii)  a result of the Participant’s
voluntary termination of employment other than for Good Reason.


 


2.2                                 Construction. 
Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of the Plan.  Except when otherwise indicated by the
context, the singular shall include the plural and the plural shall include the
singular.  Use of the term “or” is not
intended to be exclusive, unless the context clearly requires otherwise.


 


3.                                       ELIGIBILITY
AND PARTICIPATION


 


Each Executive Officer shall be eligible to become a Participant in the
Plan.  The Committee shall designate
those Key Employees who shall be eligible to become Participants in the
Plan.  To become a Participant, an Executive
Officer or eligible Key Employee must execute a Participation Agreement.


 


4.                                       TERMINATION IN THE ABSENCE OF A
CHANGE IN CONTROL.


 


In the event of a Participant’s Termination in the Absence of a Change
in Control, the Participant shall be entitled to receive the applicable
compensation and benefits described in this Section 4.


 


4.1                                 Involuntary Termination.  If the
Participant’s Termination in the Absence of a Change in Control constitutes an
Involuntary Termination, the Participant shall be entitled to receive:


 


(a)                                  Accrued Obligations.


 


(1)                                  all salary, commissions and accrued but
unused vacation earned through the date of the Participant’s termination of
employment;


 


(2)                                  bonuses earned prior to the date of the
Participant’s termination of employment; provided that, for bonuses that
are based on achievement of periodic financial or operating targets, no bonus
or partial bonus shall be earned for the applicable bonus period in which the
Involuntary Termination occurs;


 


(3)                                  reimbursement within ten (10) business
days of submission of proper expense reports of all expenses reasonably and
necessarily incurred by the Participant in connection with the business of the
Company Group prior to his or her termination of employment; and


 


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(4)                                  the benefits, if any, under any Company
Group retirement plan, nonqualified deferred compensation plan, Option or other
stock-based compensation plan or agreement, health benefits plan or other
Company Group benefit plan to which the Participant may be entitled pursuant to
the terms of such plans or agreements


 


(b)                                 Severance Benefits.  Provided that
the Participant both (i) executes and does not revoke the Release
applicable to such Participant at or following the time of the Participant’s
Involuntary Termination and (ii) executes the Restrictive Covenants
Agreement applicable to such Participant, the Participant shall be entitled to
receive the following severance payments and benefits:


 


(1)                                  Cash Severance Payments. 
The Participant shall be entitled to receive an amount equal to the
Participant’s Base Salary Rate multiplied by the number of months in the
Severance Benefit Period applicable to the Participant.  Such amount shall be apportioned and paid
(less applicable tax withholding) in approximately equal installments
commencing on the first regular payday of the Company following the last to
occur of (i) the Participant’s termination of employment, (ii) the
last day on which the Participant may revoke the Release in accordance with its
terms or (iii) the Participant’s execution of the Restrictive Covenants
Agreement and continuing on each successive regular payday during the remainder
of the Severance Benefit Period applicable to the Participant.


 


(2)                                  Health Benefits.  For the
period commencing immediately following the Participant’s termination of employment
and continuing for the duration of the Severance Benefit Period applicable to
the Participant, the Company shall arrange to provide the Participant and his
or her dependents with health benefits (including medical and dental)
substantially similar to those provided to the Participant and his or her
dependents immediately prior to the date of such termination of
employment.  Such benefits shall be
provided to the Participant at the same premium cost to the Participant and at
the same coverage level as in effect as of the Participant’s termination of
employment; provided, however, that the Participant shall be subject to any
change in the premium cost and/or level of coverage applicable generally to all
employees holding the position or comparable position with the Company Group
which the Participant held immediately prior to termination of employment.  The Company may satisfy its obligation to
provide a continuation of health benefits by paying that portion of the Participant’s
premiums required under COBRA that exceed the amount of premiums that the
Participant would have been required to pay for continuing coverage had he or
she continued in employment.  If the
Company is not reasonably able to continue such coverage under the Company’s
health benefit plans, the Company shall provide substantially equivalent
coverage under other sources or will reimburse (without a tax gross-up) the
Participant for premiums (in excess of the Participant’s premium cost described
above) incurred by the Participant to obtain his or her own such coverage.  If the Participant and/or the Participant’s
dependents become eligible to receive such coverage under another employer’s
health benefit plans during the applicable Severance Benefit Period, the
Participant shall report such eligibility to the Company, and the Company’s
obligations under this subsection shall be secondary to the coverage
provided by such other employer’s plans. 
For the balance of any period in excess of the applicable Severance
Benefit Period during which the Participant is entitled to continuation
coverage under COBRA, the Participant shall be entitled to maintain coverage
for himself or herself and the Participant’s eligible dependents at the
Participant’s own expense.


 


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(c)                                  Effect of Breach of Restrictive Covenants Agreement.  If the Board, acting in good faith, determines by a
vote of not less than two-thirds of its entire membership, that any action or
failure to act by a Participant constitutes a material breach of the
Restrictive Covenants Agreement executed by such Participant, the Company may,
in its sole discretion, terminate any further provision of severance payments
and benefits under Section 4.1(b) and require the Participant to promptly
repay to the Company any severance payments or benefits under
Section 4.1(b) provided to the Participant following the date of such
material breach.  The Company shall be
entitled, at its sole discretion, to set off any amounts that the Participant
is required to repay to the Company pursuant to this Section 4.1(c)
against any amount owed to the Participant by the Company, including any amount
owed to the Participant pursuant to Section 4.1(a).


 


4.2                                 Other Termination.  If the
Participant’s Termination in the Absence of a Change in Control results from
any reason other than Involuntary Termination, the Participant shall be
entitled to receive:


 


(a)                                  all salary, commissions and accrued but
unused vacation earned through the date of the Participant’s termination of
employment;


 


(b)                                 bonuses earned prior to the date of the
Participant’s termination of employment; provided that, for bonuses that
are based on achievement of periodic financial or operating targets, no bonus
or partial bonus shall be earned for the applicable bonus period in which the
termination of employment occurs;


 


(c)                                  reimbursement within ten (10) business
days of submission of proper expense reports of all expenses reasonably and
necessarily incurred by the Participant in connection with the business of the
Company Group prior to his or her termination of employment; and


 


(d)                                 the benefits, if any, under any Company
Group retirement plan, nonqualified deferred compensation plan, Option  or other stock-based compensation plan or
agreement, health benefits plan or other Company Group benefit plan to which
the Participant may be entitled pursuant to the terms of such plans or
agreements.


 


5.                                       TREATMENT
OF OPTIONS UPON A CHANGE IN CONTROL


 


Notwithstanding any
provision to the contrary contained in any plan or agreement evidencing an
Option held by a Participant, in the event of a Change in Control in which the
surviving, continuing, successor, or purchasing corporation or other business
entity or parent thereof, as the case may be (the “Acquiror”), does not
assume the Company’s rights and obligations under the then-outstanding Options
held by the Participant or substitute for such Options substantially equivalent
options for the Acquiror’s stock, then the vesting and exercisability of each
such Option shall be accelerated in full effective as of the date ten (10) days
prior to but conditioned upon the consummation of the Change in Control,
provided that, except as otherwise set forth in Section 6 below, the
Participant remains an employee or other service provider with the Company
Group immediately prior to the Change in Control.


 


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6.                                       TERMINATION
UPON A CHANGE IN CONTROL


 


In the event of a Participant’s Termination Upon a Change in Control,
the Participant shall be entitled to receive the compensation and benefits
described in this Section 6, provided that if the date of the
Participant’s termination of employment occurs prior to the consummation of the
applicable Change in Control, then (i) the Participant’s termination of
employment shall be treated initially as an Involuntary Termination, and the
Participant shall be entitled to receive the compensation and benefits
determined in accordance with Section 4.1, subject to satisfaction of the
conditions set forth in such Section; and (ii) upon the consummation of
such Change in Control, if at all, the Participant shall cease to receive
compensation and benefits determined in accordance with Section 4.1 and
shall instead be entitled to receive the compensation and benefits described in
this Section 6 (with the date of the consummation of the Change of Control
being treated as the date of termination of employment for the purpose of
determining the time at which payments due within a ten (10) business day
period must be made), against which shall be credited the compensation and
benefits previously provided in accordance with Section 4.1.


 


6.1                                 Accrued Obligations.  The
Participant shall be entitled to receive:


 


(a)                                  all salary, commissions and accrued but
unused vacation earned through the date of the Participant’s termination of
employment;


 


(b)                                 bonuses earned prior to the date of the
Participant’s termination of employment; provided that, for bonuses that
are based on achievement of periodic financial or operating targets, no bonus
or partial bonus shall be earned for the applicable bonus period in which the
Termination Upon a Change in Control occurs; and provided further that
any bonus based upon the consummation of a Change in Control shall be deemed
earned in accordance with the terms of such bonus regardless of whether the
Participant’s Termination Upon a Change in Control occurs before or after the
consummation of the Change in Control;


 


(c)                                  reimbursement within ten (10) business
days of submission of proper expense reports of all expenses reasonably and
necessarily incurred by the Participant in connection with the business of the
Company Group prior to his or her termination of employment; and


 


(d)                                 the benefits, if any, under any Company
Group retirement plan, nonqualified deferred compensation plan, stock-based
compensation plan or agreement (other than any such plan or agreement
pertaining to Options, or other stock-based compensation whose treatment is
prescribed by Section 6.2(e) below), health benefits plan or other Company
Group benefit plan to which the Participant may be entitled pursuant to the
terms of such plans or agreements.


 


6.2                                 Severance Benefits.  Provided that
the Participant both (i) executes and does not revoke the Release
applicable to such Participant at or following the time of the Participant’s
Termination Upon a Change in Control and (ii) executes the Restrictive
Covenants Agreement applicable to such Participant, the Participant shall be
entitled to receive the following severance payments and benefits:


 


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(a)                                  Cash Severance Payment. 
The Participant shall be entitled to receive an amount equal to the
Participant’s Base Salary Rate multiplied by the number of months in the
Severance Benefit Period applicable to the Participant.  Such amount shall be apportioned and paid
(less applicable tax withholding) in approximately equal installments
commencing on the first regular payday of the Company following the last to
occur of (i) the Participant’s termination of employment, (ii) the
last day on which the Participant may revoke the Release in accordance with its
terms or (iii) the Participant’s execution of the Restrictive Covenants
Agreement and continuing on each successive regular payday during the remainder
of the Severance Benefit Period applicable to the Participant.


 


(b)                                 Health, Life Insurance
and Long-Term Disability Benefits.  For the
period commencing immediately following the Participant’s termination of
employment and continuing for the duration of the Severance Benefit Period
applicable to the Participant, the Company shall arrange to provide the
Participant and his or her dependents with health (including medical and
dental), life insurance and long-term disability benefits substantially similar
to those provided to the Participant and his or her dependents immediately
prior to the date of such termination of employment (without giving effect to
any reduction in such benefits constituting Good Reason).  Such benefits shall be provided to the Participant
at the same premium cost to the Participant and at the same coverage level as
in effect as of the Participant’s termination of employment (without giving
effect to any reduction in such benefits constituting Good Reason); provided,
however, that the Participant shall be subject to any change in the premium
cost and/or level of coverage applicable generally to all employees holding the
position or comparable position with the Company which the Participant held
immediately prior to the Change in Control. 
The Company may satisfy its obligation to provide a continuation of
health benefits by paying that portion of the Participant’s premiums required
under COBRA that exceed the amount of premiums that the Participant would have
been required to pay for continuing coverage had he or she continued in
employment.  If the Company is not
reasonably able to continue health, life insurance and/or long-term disability
benefits coverage under the Company’s benefit plans, the Company shall provide
substantially equivalent coverage under other sources or will reimburse
(without a tax gross-up) the Participant for premiums (in excess of the
Participant’s premium cost described above) incurred by the Participant to
obtain his or her own such coverage.  If
the Participant and/or the Participant’s dependents become eligible to receive
any such coverage under another employer’s benefit plans during the applicable
Severance Benefit Period, the Participant shall report such eligibility to the
Company, and the Company’s obligations under this subsection shall be
secondary to the coverage provided by such other employer’s plans.  For the balance of any period in excess of
the applicable Severance Benefit Period during which the Participant is
entitled to continuation coverage under COBRA, the Participant shall be
entitled to maintain coverage for himself or herself and the Participant’s
eligible dependents at the Participant’s own expense.


 


(c)                                  Acceleration of Vesting
of Options and Other Stock-Based Compensation. 
Notwithstanding any provision to the contrary contained in any agreement
evidencing an Option or other stock-based compensation award granted to a
Participant, the vesting and/or exercisability of each of the Participant’s
outstanding Options and other stock-based compensation awards shall be
accelerated in full effective as of the date of the Participant’s termination
of employment so that each such Option and other stock-based compensation award
held by the Participant shall be immediately exercisable and/or fully vested


 


11

















 


as of such date; provided, however, that such acceleration of
vesting and/or exercisability shall not apply to any stock-based compensation
award where such acceleration would result in plan disqualification or would
otherwise be contrary to applicable law (e.g., an employee stock purchase plan
intended to qualify under Section 423 of the Code).


 


(d)                                 Relocation Reimbursement.  A Participant
who has been employed by the Company less than twelve (12) months prior to the
commencement of the Change in Control Period applicable to such individual,
whose Termination Upon a Change in Control occurs no later than twelve (12)
months after the consummation of the Change in Control and who relocated his
primary residence more than fifty (50) miles to accommodate his or her
employment with the Company shall be entitled to reimbursement for reasonable
expenses incurred in connection with relocating the Participant’s primary
residence following the termination of employment, up to a maximum of $25,000.


 


6.3                                 Effect of Breach of Restrictive Covenants Agreement.  If the Board, acting in good faith, determines by a
vote of not less than two-thirds of its entire membership, that any action or
failure to act by a Participant constitutes a material breach of the
Restrictive Covenants Agreement executed by such Participant, the Company may,
in its sole discretion, terminate any further provision of severance payments
and benefits under Section 6.2 and require the Participant to promptly
repay to the Company any severance payments or benefits under Section 6.2
provided to the Participant following the date of such material breach.  The Company shall be entitled, at its sole
discretion, to set off any amounts that the Participant is required to repay to
the Company pursuant to this Section 6.3 against any amount owed to the
Participant by the Company, including any amount owed to the Participant
pursuant to Section 6.1.


 


6.4                                 Indemnification;
Insurance.


 


(a)                                  In addition to any rights a Participant
may have under any indemnification agreement previously entered into between
the Company and such Participant (a “Prior Indemnity Agreement”), from and after
the date of the Participant’s Termination Upon a Change in Control, the Company
shall indemnify and hold harmless the Participant against any costs or expenses
(including attorneys’ fees), judgments, fines, losses, claims, damages or
liabilities incurred in connection with any claim, action, suit, proceeding or
investigation, whether civil, criminal, administrative or investigative, by
reason of the fact that the Participant is or was a director, officer, employee
or agent of the Company Group, or is or was serving at the request of the
Company Group as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, whether asserted or
claimed prior to, at or after the date of the Participant’s termination of
employment, to the fullest extent permitted under applicable law, and the Company
shall also advance fees and expenses (including attorneys’ fees) as incurred by
the Participant to the fullest extent permitted under applicable law.  In the event of a conflict between the
provisions of a Prior Indemnity Agreement and the provisions of this Plan, the
Participant may elect which provisions shall govern.


 


(b)                                 For a period of six (6) years from and
after the date of the Participant’s Termination Upon a Change in Control, the
Company shall maintain a policy of directors’ and officers’ liability insurance
for the benefit of such Participant which provides him 


 


12

















 


or her with coverage no less favorable than that provided for the
Company’s continuing officers and directors.


 


7.                                       FEDERAL
EXCISE TAX UNDER SECTION 4999 OF THE CODE


 


In the event that any
payment or benefit received or to be received by a Participant pursuant to this
Plan or otherwise payable to the Participant (collectively, the “Payments”)
would subject the Participant to any excise tax pursuant to Section 4999
of the Code, or any similar or successor provision (the “Excise Tax”), due to the characterization of
the Payments as “excess parachute payments” under Section 280G of the Code
or any similar or successor provision (“Section 280G”), then, notwithstanding the other
provisions of this Plan, the Participant shall be paid all of the Payments,
and, in addition, shall be entitled to receive an additional payment (the “Gross-Up Payment”)
such that the net amount retained by the Participant from the Payments and the
Gross-Up Payment, after deduction of (a) any Excise Tax on the Payments,
(b) any federal, state and local income or employment tax and Excise Tax
on the Gross-Up Payment and (c) any interest, penalties or additions to
tax payable by the Participant with respect thereto, shall be equal to the
Payments.  The Gross-Up Payment, if any,
shall be paid by the Company within ten (10) business days following the
determination of the Accountants, as provided below.


 


7.1                                 Determination of
Amounts.


 


(a)                                  Determination by
Accountants.  All computations and determinations called
for by this Section 7 shall be promptly determined and reported in writing
to the Company and the Participant by independent public accountants selected
by the Company and reasonably acceptable to the Participant (the “Accountants”), and
all such computations and determinations shall be conclusive and binding upon
the Participant and the Company.  For
the purposes of such determinations, the Accountants may rely on reasonable,
good faith interpretations concerning the application of Sections 280G and 4999
of the Code.  The Company and the
Participant shall furnish to the Accountants such information and documents as
the Accountants may reasonably request in order to make their required
determinations.  The Company shall bear
all fees and expenses charged by the Accountants in connection with such
services.


 


(b)                                 Determination of Excise
Tax.  For purposes of determining whether any of
the Payments will be subject to the Excise Tax and the amount of such Excise
Tax:


 


(1)                                  Any payments or benefits received or to
be received by the Participant in connection with transactions contemplated by
a Change in Control event or the Participant’s termination of employment
(whether pursuant to the terms of this Plan or any other plan, arrangement or
agreement with the Company), shall be treated as “parachute payments” within the meaning of Section 280G,
and all “excess parachute payments” within the meaning of Section 280G shall be treated
as subject to the Excise Tax, unless in the opinion of the Accountants such
payments or benefits (in whole or in part) do not constitute parachute
payments, or such excess parachute payments (in whole or in part) represent
reasonable


 


13

















 


compensation for services actually rendered within the meaning of
Section 280G in excess of the base amount within the meaning of
Section 280G, or are otherwise not subject to the Excise Tax.


 


(2)                                  The amount of the Payments which shall be
treated as subject to the Excise Tax shall be equal to the lesser of
(i) the total amount of the Payments or (ii) the amount of the excess
parachute payments within the meaning of Section 280G (after applying
Section 7.3(b)(1) above).


 


(3)                                  The value of any non-cash benefits or any
deferred payment or benefit shall be determined by the Accountants in
accordance with the principles of Section 280G.


 


(c)                                  Determination of
Gross-Up Payment.  For purposes of determining the amount of
the Gross-Up Payment, the Participant shall be deemed to pay federal income
taxes at the highest marginal rate of federal income taxation in the calendar
year in which the Gross-Up Payment is to be made and state and local income
taxes at the highest marginal rate of taxation in the state and locality of the
Participant’s residence on the date the Gross-Up Payment is to be made, net of
the maximum reduction in federal income taxes which could be obtained from
deduction of such state and local taxes.


 


7.2                                 Notice and Contest of
Claim.


 


(a)                                  The Participant described in
Section 7.2 shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment.  Such
notification shall be given as soon as practicable but no later than sixty (60)
calendar days after the Participant is informed in writing of such claim and
shall apprise the Company of the nature of such claim and the date on which
such claim is requested to be paid.  The
Participant shall not pay such claim prior to the expiration of the thirty
(30) day period following the date on which the Participant gives such
notice to the Company (or such shorter period ending on the date that any
payment of taxes with respect to such claim is due).  If the Company notifies the Participant in writing prior to the
expiration of such period that it desires to contest such claim, the
Participant shall:


 


(1)                                  give the Company any information
reasonably requested by the Company relating to such claim;


 


(2)                                  take such action in connection with
contesting such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by the Company
and reasonably satisfactory to the Participant;


 


(3)                                  cooperate with the Company in good faith
in order to effectively contest such claim; and


 


(4)                                  permit the Company to participate in any
proceedings relating to such claim;


 


provided, however, that the Company shall bear
and pay directly all costs and expenses


 


14

















 


(including, but not limited to, additional interest and penalties and
related legal, consulting or other similar fees) incurred in connection with
such contest and shall indemnify and hold the Participant harmless, on an
after-tax basis, for any Excise Tax or other tax (including interest and
penalties with respect thereto) imposed as a result of such representation and
payment of costs and expenses.


 


(b)                                 The Company shall control all proceedings
taken in connection with such contest and, at its sole option, may pursue or
forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct the Participant to pay the tax claimed and sue for a
refund or contest the claim in any permissible manner, and the Participant
agrees to prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more appellate
courts, as the Company shall determine; provided, however, that if the Company
directs the Participant to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to the Participant on an interest-free
basis, and shall indemnify and hold the Participant harmless, on an after-tax
basis, from any Excise Tax or other tax (including interest or penalties with
respect thereto) imposed with respect to such advance or with respect to any
imputed income with respect to such advance; and provided, further, that if the
Participant is required to extend the statute of limitations to enable the
Company to contest such claim, the Participant may limit this extension solely
to such contested amount.  The Company’s
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Participant shall be
entitled to settle or contest, as the case may be, any other issue raised by
the Internal Revenue Service or any other taxing authority.  In addition, no position may be taken nor
any final resolution be agreed to by the Company without the Participant’s consent
if such position or resolution could reasonably be expected to adversely affect
the Participant (including any other tax position of the Participant unrelated
to the matters covered hereby).


 


7.3                                 Adjustments with Respect to Gross-Up Payment.


 


(a)                                  In the event that the Excise Tax is
subsequently determined to be less than the amount taken into account
hereunder, the Participant shall repay to the Company, at the time that the
amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction (plus the portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local
income and employment taxes imposed on the Gross-Up Payment being repaid by the
Participant to the extent that such repayment results in a reduction in Excise
Tax and/or a federal, state or local income or employment tax deduction) plus
interest on the amount of such repayment at the rate provided in
Section 1274(b)(2)(B) of the Code.


 


(b)                                 In the event that the Excise Tax is
subsequently determined to exceed the amount taken into account hereunder
(including by reason of any payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company shall make an
additional Gross-Up Payment in respect of such excess (plus any interest,
penalties or additions to tax payable by the Participant with respect to such
excess) at the time that the amount of such excess is finally determined.


 


15

















 


8.                                       CONFLICT
IN BENEFITS; NONCUMULATION OF BENEFITS


 


8.1                                 Effect of Plan. 
The terms of this Plan, when accepted by a Participant pursuant to an
executed Participation Agreement, shall supersede all prior arrangements,
whether written or oral, and understandings regarding the subject matter of
this Plan and shall be the exclusive agreement for the determination of any
payments and benefits due to the Participant upon the events described in
Sections 4, 5, 6 and 7.


 


8.2                                 Noncumulation of
Benefits.  Except as expressly provided in a written
agreement between a Participant and the Company entered into after the date of
such Participant’s Participation Agreement and which expressly disclaims this
Section 8.2 and is approved by the Board or the Committee, the total
amount of payments and benefits that may be received by the Participant as a
result of the events described in Sections 4, 5, 6 and 7 pursuant to (a) the
Plan, (b) any agreement between the Participant and the Company or (c) any
other plan, practice or statutory obligation of the Company, shall not exceed
the amount of payments and benefits provided by this Plan upon such events
(plus any payments and benefits provided pursuant to a Prior Indemnity
Agreement, as described in Section 6.4(a)), and the aggregate amounts
payable under this Plan shall be reduced to the extent of any excess (but not
below zero).


 


9.                                       EXCLUSIVE
REMEDY


 


The payments and benefits provided by Section 4 and
Sections 6 and 7 (plus any payments and benefits provided pursuant to a
Prior Indemnity Agreement, as described in Section 6.4(a)), if applicable,
shall constitute the Participant’s sole and exclusive remedy for any alleged
injury or other damages arising out of the cessation of the employment
relationship between the Participant and the Company in the event of the
Participant’s Termination in the Absence of a Change in Control or the
Participant’s Termination Upon a Change in Control, respectively.  The Participant shall be entitled to no
other compensation, benefits, or other payments from the Company as a result of
(a) the Participant’s Termination in the Absence of a Change in Control
with respect to which the payments and benefits described in Section 4, if
applicable, have been provided to the Participant, or (b) the
Participant’s Termination Upon a Change in Control with respect to which the
payments and benefits described in Section 6 and Section 7 (plus any
payments and benefits provided pursuant to a Prior Indemnity Agreement), if
applicable, have been provided to the Participant, except as expressly set
forth in this Plan or, subject to the provisions of Section 8.2, in a duly
executed employment agreement between Company and the Participant.


 


10.                                 PROPRIETARY AND CONFIDENTIAL
INFORMATION


 


The Participant agrees to continue to abide by the terms and conditions
of the confidentiality and/or proprietary rights agreement between the
Participant and the Company or any other member of the Company Group.


 


11.                                 NO
CONTRACT OF EMPLOYMENT


 


Neither the establishment of the Plan, nor any amendment thereto, nor
the payment or provision of any benefits shall be construed as giving any
person the right to be


 


16

















 


retained by the Company, a Successor or any other member of the Company
Group.  Except as otherwise established
in an employment agreement between the Company and a Participant, the
employment relationship between the Participant and the Company is an “at-will”
relationship.  Accordingly, either the
Participant or the Company may terminate the relationship at any time, with or
without cause, and with or without notice except as otherwise provided by
Section 15.  In addition, nothing
in this Plan shall in any manner obligate any Successor or other member of the
Company Group to offer employment to any Participant or to continue the
employment of any Participant which it does hire for any specific duration of
time.


 


12.                                 CLAIMS
FOR BENEFITS


 


12.1                           ERISA Plan.  This Plan is
intended to be (a) an employee welfare plan as defined in
Section 3(1) of Employee Retirement Income Security Act of 1974 (“ERISA”)
and (b) a “top-hat” plan maintained for the benefit of a select group of
management or highly compensated employees of the Company Group.


 


12.2                           Application for Benefits.  All
applications for payments and/or benefits under the Plan (“Benefits”)
shall be submitted to the Company’s Vice President, Human Resources (the “Claims Administrator”), with a copy to the Company’s General Counsel.  Applications for Benefits must be in writing
on forms acceptable to the Claims Administrator and must be signed by the
Participant or beneficiary.  The Claims
Administrator reserves the right to require the Participant or beneficiary to
furnish such other proof of the Participant’s expenses, including without
limitation, receipts, canceled checks, bills, and invoices as may be required
by the Claims Administrator.


 


12.3                           Appeal of Denial of Claim.


 


(a)                                  If a claimant’s claim for Benefits is
denied, the Claims Administrator shall provide notice to the claimant in
writing of the denial within ninety (90) days after its submission.  The notice shall be written in a manner
calculated to be understood by the claimant and shall include:


 


(1)                                  The specific reason or reasons for the
denial;


 


(2)                                  Specific references to the Plan
provisions on which the denial is based;


 


(3)                                  A description of any additional material
or information necessary for the applicant to perfect the claim and an
explanation of why such material or information is necessary; and


 


(4)                                  An explanation of the Plan’s claims
review procedures and a statement of claimant’s right to bring a civil action
under ERISA Section 502(a) following an adverse benefit determination.


 


(b)                                 If special circumstances require an
extension of time for processing the initial claim, a written notice of the
extension and the reason therefor shall be


 


17

















furnished to the claimant
before the end of the initial ninety (90) day period.  In no event shall such extension exceed ninety (90) days.


 


(c)                                  If a claim for Benefits is denied, the
claimant, at the claimant’s sole expense, may appeal the denial to the
Committee (the “Appeals Administrator”) within sixty (60) days of the
receipt of written notice of the denial. 
In pursuing such appeal the applicant or his duly authorized
representative:


 


(1)                                  may request in writing that the Appeals
Administrator review the denial;


 


(2)                                  may review pertinent documents; and


 


(3)                                  may submit issues and comments in
writing.


 


(d)                                 The decision on review shall be made
within sixty (60) days of receipt of the request for review, unless special
circumstances require an extension of time for processing, in which case a
decision shall be rendered as soon as possible, but not later than one hundred
twenty (120) days after receipt of the request for review.  If such an extension of time is required,
written notice of the extension shall be furnished to the claimant before the
end of the original sixty (60) day period. 
The decision on review shall be made in writing, shall be written in a
manner calculated to be understood by the claimant, and, if the decision on
review is a denial of the claim for Benefits, shall include:


 


(1)                                  The specific reason or reasons for the
denial;


 


(2)                                  Specific references to the Plan
provisions on which the denial is based;


 


(3)                                  A description of any additional material
or information necessary for the applicant to perfect the claim and an
explanation of why such material or information is necessary; and


 


(4)                                  An explanation of the Plan’s claims
review procedures and a statement of claimant’s right to bring a civil action
under ERISA Section  502(a) following an adverse benefit
determination.


 


13.                                 DISPUTE RESOLUTION


 


In the event of any
dispute or claim relating to or arising out of this Plan that is not resolved
in accordance with procedure described in Section 12, the Company and the
Participant, each by executing a Participation Agreement, agree that all such
disputes or claims shall be resolved by means of binding arbitration in
Sacramento County, California before a sole arbitrator, in accordance with the
laws of the State of California for agreements made in that State or as
otherwise required by ERISA.  Any
arbitration shall be administered by JAMS pursuant to its Comprehensive
Arbitration Rules and Procedures. Judgment on the award may be entered in any
court having jurisdiction.  The
prevailing party shall be entitled to recover from


 


18

















 


the losing party its attorneys’ fees and costs incurred in any action
brought to enforce any right arising out of this Plan.


 


14.                                 SUCCESSORS
AND ASSIGNS


 


14.1                           Successors of the
Company.  The Company shall require any successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, expressly, absolutely and unconditionally to assume and agree to
perform this Plan in the same manner and to the same extent that the Company
would be required to perform it if no such succession or assignment had taken
place.


 


14.2                           Acknowledgment by
Company.  If, after a Change in Control, the Company
fails to reasonably confirm that it has performed the obligation described in
Section 14.1 within twenty (20) days after written notice from the
Participant, such failure shall be a material breach of this Plan and shall
entitle the Participant to resign for Good Reason and to receive the benefits
provided under this Plan in the event of Termination Upon a Change in Control.


 


14.3                           Heirs and
Representatives of Participant.  This Plan
shall inure to the benefit of and be enforceable by the Participant’s personal
or legal representatives, executors, administrators, successors, heirs,
distributees, devises, legatees or other beneficiaries.  If the Participant should die while any
amount would still be payable to the Participant hereunder (other than amounts
which, by their terms, terminate upon the death of the Participant) if the
Participant had continued to live, then all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Plan to the
executors, personal representatives or administrators of the Participant’s
estate.


 


15.                                 NOTICES


 


15.1                           General. 
For purposes of this Plan, notices and all other communications provided
for herein shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by United States certified mail, return
receipt requested, or by overnight courier, postage prepaid, as follows:


 


(a)                                  if to the Company:


 


InsWeb Corporation


11290 Pyrites Way


Suite 200


Gold River, CA 95670


Attention: General Counsel


 


(b)                                 if to the Participant, at the home
address which the Participant most recently communicated to the Company in
writing.


 


Either party may provide the other with notices of change of address,
which shall be effective upon receipt.


 


19

















 


15.2                           Notice of Termination. 
Any termination by the Company of the Participant’s employment or any
resignation of employment by the Participant shall be communicated by a notice
of termination or resignation to the other party hereto given in accordance
with Section 15.1.  Such notice
shall indicate the specific termination provision in this Plan relied upon,
shall set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination under the provision so indicated, and shall
specify the termination date.


 


16.                                 TERMINATION
AND AMENDMENT OF PLAN


 


The Plan and/or any Participation Agreement executed by a Participant
may not be terminated with respect to such Participant without the written
consent of the Participant and the approval of the Board or the Committee.  The Plan and/or any Participation Agreement
executed by a Participant may be modified, amended or superseded with respect
to such Participant only by a supplemental written agreement between the
Participant and the Company approved by the Board or the Committee.


 


17.                                 MISCELLANEOUS
PROVISIONS


 


17.1                           Unfunded Obligation. 
Any amounts payable to Participants pursuant to the Plan are unfunded
obligations.  The Company shall not be
required to segregate any monies from its general funds, or to create any
trusts, or establish any special accounts with respect to such obligations.  The Company shall retain at all times
beneficial ownership of any investments, including trust investments, which the
Company may make to fulfill its payment obligations hereunder.  Any investments or the creation or
maintenance of any trust or any Participant account shall not create or constitute
a trust or fiduciary relationship between the Board or the Company and a
Participant, or otherwise create any vested or beneficial interest in any
Participant or the Participant’s creditors in any assets of the Company.


 


17.2                           No Duty to Mitigate; Obligations
of Company.  A Participant shall not be required to
mitigate the amount of any payment or benefit contemplated by this Plan by
seeking employment with a new employer or otherwise, nor shall any such payment
or benefit (except for benefits to the extent described in
Section 4.1(b)(2) or Section 6.2(b)) be reduced by any compensation
or benefits that the Participant may receive from employment by another
employer.  Except as otherwise provided
by this Plan, the obligations of the Company to make payments to the
Participant and to make the arrangements provided for herein are absolute and
unconditional and may not be reduced by any circumstances, including without
limitation any set-off, counterclaim, recoupment, defense or other right which
the Company may have against the Participant or any third party at any time.


 


17.3                           No Representations. 
By executing a Participation Agreement, the Participant acknowledges
that in becoming a Participant in the Plan, the Participant is not relying and
has not relied on any promise, representation or statement made by or on behalf
of the Company which is not set forth in this Plan.


 


17.4                           Waiver. 
No waiver by the Participant or the Company of any breach of, or of any
lack of compliance with, any condition or provision of this Plan by the other
party shall


 


20

















 


be considered a waiver of any other condition or provision or of the
same condition or provision at another time.


 


17.5                           Choice of Law. 
The validity, interpretation, construction and performance of this Plan
shall be governed by the substantive laws of the State of California, without
regard to its conflict of law provisions.


 


17.6                           Validity. 
The invalidity or unenforceability of any provision of this Plan shall not
affect the validity or enforceability of any other provision of this Plan,
which shall remain in full force and effect.


 


17.7                           Benefits Not Assignable. 
Except as otherwise provided herein or by law, no right or interest of
any Participant under the Plan shall be assignable or transferable, in whole or
in part, either directly or by operation of law or otherwise, including,
without limitation, by execution, levy, garnishment, attachment, pledge or in
any other manner, and no attempted transfer or assignment thereof shall be
effective.  No right or interest of any
Participant under the Plan shall be liable for, or subject to, any obligation
or liability of such Participant.


 


17.8                           Tax Withholding. 
All payments made pursuant to this Plan will be subject to withholding
of applicable income and employment taxes.


 


17.9                           Consultation with Legal
and Financial Advisors.  By executing a Participation
Agreement, the Participant acknowledges that this Plan confers significant
legal rights, and may also involve the waiver of rights under other agreements;
that the Company has encouraged the Participant to consult with the
Participant’s personal legal and financial advisors; and that the Participant
has had adequate time to consult with the Participant’s advisors before executing
the Participation Agreement.


 


17.10                     Further Assurances.  From time to
time, at the Company’s request and without further consideration, the
Participant shall execute and deliver such additional documents and take all
such further action as reasonably requested by the Company to be necessary or
desirable to make effective, in the most expeditious manner possible, the terms
of the Plan and the Participant’s Participation Agreement, Release and
Restrictive Covenants Agreement, and to provide adequate assurance of the
Participant’s due performance thereunder.


 


18.                                 AGREEMENT


 


By executing a Participation Agreement, the Participant acknowledges
that the Participant has received a copy of this Plan and has read, understands
and is familiar with the terms and provisions of this Plan.  This Plan shall constitute an agreement
between the Company and the Participant executing a Participation Agreement.


 


IN WITNESS WHEREOF, the undersigned Secretary of the Company certifies
that the foregoing Plan was duly adopted by the Committee on June 14,
2004.


 


21






















 


EXHIBIT
A


 


 


FORM OF


 


AGREEMENT TO PARTICIPATE IN THE


 


INSWEB CORPORATION


 


EXECUTIVE RETENTION AND SEVERANCE PLAN


 

















 


AGREEMENT
TO PARTICIPATE IN THE

InsWeb CORPORATION

EXECUTIVE RETENTION AND SEVERANCE PLAN

Adopted           , 2004


 


In consideration of the benefits provided by the InsWeb Corporation
Executive Retention and Severance Plan (the “Plan”), the undersigned employee
of InsWeb Corporation (the “Company”) and the Company agree
that, as of the date written below, the undersigned shall become a Participant
in the Plan and shall be fully bound by and subject to all of its
provisions.  All references to a
“Participant” in the Plan shall be deemed to refer to the undersigned.


 


The undersigned employee acknowledges that the Plan confers significant
legal rights and may also constitute a waiver of rights under other agreements
with the Company; that the Company has encouraged the undersigned to consult
with the undersigned’s personal legal and financial advisors; and that the
undersigned has had adequate time to consult with the undersigned’s advisors
before executing this agreement.


 


The undersigned employee acknowledges that he or she has received a
copy of the Plan and has read, understands and is familiar with the terms and
provisions of the Plan.  The undersigned
employee further acknowledges that (1) by accepting the arbitration provision
set forth in Section 13 of the Plan, the undersigned is waiving any right
to a jury trial in the event of any dispute covered by such provision and (2)
except as otherwise established in an employment agreement between the Company
and the undersigned, the employment relationship between the undersigned and
the Company is an “at-will” relationship.


 


Executed
on                                                   .


 


	
  PARTICIPANT

  	
  INSWEB CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
  Signature

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
  Name Printed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  
						



 

















 


EXHIBIT
B


 


 


FORM OF


 


GENERAL RELEASE OF CLAIMS


 

















 


GENERAL RELEASE OF CLAIMS


 


This Agreement is by and between [Employee
Name] (“Employee”) and [InsWeb
Corporation or successor that agrees to assume the Executive Retention and
Severance Plan following a Change in Control] (the “Company”).  This Agreement will become effective on the
eighth (8th) day after it is signed by Employee (the “Effective Date”),
provided that the Company has signed this Agreement and Employee has not
revoked this Agreement (by written notice to [Company
Contact Name] at the Company) prior to that date.


 


RECITALS


 


A.                                   Employee
was employed by the Company as of
               ,      .


 


B.                                     Employee
and the Company entered into an Agreement to Participate in the InsWeb
Corporation Executive Retention and Severance Plan (such agreement and plan
being referred to herein as the “Plan”) effective as
of               ,      
wherein Employee is entitled to receive certain benefits in the event of [an Involuntary Termination] [a Termination Upon a Change in Control] (as
defined by the Plan), provided Employee signs and does not revoke a Release (as
defined by the Plan).


 


C.                                     [A Change in Control (as defined by the Plan) has
occurred as a result of [briefly describe change in control]]


 


D.                                    Employee’s
employment is being terminated as a result of [an Involuntary Termination] [a
Termination Upon a Change in Control].  Employee’s last day of work and termination are effective as of
               ,      .
Employee desires to receive the payments and benefits provided by the Plan by
executing this Release.


 


NOW, THEREFORE, the parties agree as follows:


 


1.                                       Commencing
on the Effective Date, the Company shall provide Employee with the applicable
payments and benefits set forth in the Plan in accordance with the terms of the
Plan.  Employee acknowledges that the
payments and benefits made pursuant to this paragraph are made in full
satisfaction of the Company’s obligations under the Plan.  Employee further acknowledges that Employee
has been paid all wages and accrued, unused vacation that Employee earned
during his or her employment with the Company.


 


2.                                       Employee
and Employee’s successors release the Company, its respective subsidiaries,
stockholders, investors, directors, officers, employees, agents, attorneys,
insurers, legal successors and assigns of and from any and all claims, actions
and causes of action, whether now known or unknown, which Employee now has, or
at any other time had, or shall or may have against those released parties
based upon or arising out of any matter, cause, fact, thing, act or omission
whatsoever directly related to Employee’s employment by the Company or the
termination of such employment and occurring or existing at any time up to and
including the Effective Date, including, but not limited to, any claims of
breach of written contract, wrongful termination, retaliation, fraud,
defamation, infliction of emotional distress, or national origin,


 

















 


race, age, sex, sexual orientation, disability or other discrimination
or harassment under the Civil Rights Act of 1964, the Age Discrimination In
Employment Act of 1967, the Americans with Disabilities Act, the Fair
Employment and Housing Act or any other applicable law.  Notwithstanding the foregoing, this release
shall not apply to any right of the Employee pursuant to Section 6.4 of
the Plan or pursuant to a Prior Indemnity Agreement (as such term is defined by
the Plan).


 


3.                                       Employee
acknowledges that he or she has read Section 1542 of the Civil Code of the
State of California, which states in full:


 


A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor.


 


Employee waives any rights that Employee has or may have under
Section 1542 and comparable or similar provisions of the laws of other
states in the United States to the full extent that he or she may lawfully
waive such rights pertaining to this general release of claims, and affirms
that Employee is releasing all known and unknown claims that he or she has or
may have against the parties listed above.


4.                                       Employee
and the Company acknowledge and agree that they shall continue to be bound by
and comply with the terms and obligations under the following agreements: (i)
any proprietary rights or confidentiality agreements between the Company and
Employee, (ii) the Plan, (iii) any Prior Indemnity Agreement (as such term is
defined by the Plan) to which Employee is a party, [and] (iv) any stock option, stock grant or stock purchase
agreements between the Company and Employee [and
(v) the Restrictive Covenants Agreement between the Company and Employee].


 


5.                                       This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
and their respective successors, assigns, heirs and personal representatives.


 


6.                                       The
parties agree that any and all disputes that both (i) arise out of the Plan,
the interpretation, validity or enforceability of the Plan or the alleged
breach thereof and (ii) relate to the enforceability of this Agreement or the
interpretation of the terms of this Agreement shall be subject to the
provisions of Section 12 and Section 13 of the Plan.


 


7.                                       The
parties agree that any and all disputes that (i) do not arise out of the Plan,
the interpretation, validity or enforceability of the Plan or the alleged
breach thereof and (ii) relate to the enforceability of this Agreement, the
interpretation of the terms of this Agreement (including the determination of
the scope or applicability of this agreement to arbitrate) or any of the
matters herein released or herein described, shall be resolved by means of
binding arbitration in Sacramento County, California before a sole arbitrator,
in accordance with the laws of the State of California for agreements made in
that State.  Any arbitration shall be
administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures.  Judgment on the award may
be entered in any court having jurisdiction. 
The prevailing party shall be entitled to recover


 


2

















 


from the losing party its attorneys’ fees and costs incurred in any
action brought to resolve any such dispute.


 


8.                                       This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior negotiations and agreements,
whether written or oral, with the exception of any agreements described in
paragraph 4 of this Agreement. 
This Agreement may not be modified or amended except by a document
signed by an authorized officer of the Company and Employee.  If any provision of this Agreement is deemed
invalid, illegal or unenforceable, such provision shall be modified so as to
make it valid, legal and enforceable, and the validity, legality and
enforceability of the remaining provisions of this Agreement shall not in any
way be affected.


 


EMPLOYEE UNDERSTANDS THAT EMPLOYEE SHOULD CONSULT WITH AN ATTORNEY
PRIOR TO SIGNING THIS AGREEMENT AND THAT EMPLOYEE IS GIVING UP ANY LEGAL CLAIMS
EMPLOYEE HAS AGAINST THE PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT.  EMPLOYEE FURTHER UNDERSTANDS THAT EMPLOYEE
MAY HAVE UP TO 45 DAYS TO CONSIDER THIS AGREEMENT, THAT EMPLOYEE MAY REVOKE IT
AT ANY TIME DURING THE 7 DAYS AFTER EMPLOYEE SIGNS IT, AND THAT IT SHALL NOT
BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED.  EMPLOYEE ACKNOWLEDGES THAT EMPLOYEE IS SIGNING THIS AGREEMENT
KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE COMPENSATION AND
BENEFITS DESCRIBED IN PARAGRAPH 1.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Employee Name]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Company]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
						



 


3

















 


EXHIBIT
C


 


 


FORM OF


 


RESTRICTIVE COVENANTS AGREEMENT


[Executive Officer]


 

















 


RESTRICTIVE
COVENANTS AGREEMENT


[Executive
Officer]


 


THIS RESTRICTIVE COVENANTS AGREEMENT is made and entered into as
of          ,
200    , by and
between                         ,
an individual (“Employee”), and [InsWeb
Corporation, a Delaware corporation] [Successor company that agrees to assume the Executive Retention and
Severance Plan following a Change in Control] (the “Company”).  For the purposes of this Agreement, the
“Company” shall be deemed to include [InsWeb
Corporation] [Successor company
that agrees to assume the Executive Retention and Severance Plan following a
Change in Control], any successor entity and their majority owned
direct and indirect subsidiaries that operate the InsWeb Business (as
hereinafter defined) during the term of this Agreement.


 


RECITALS


 


A.                                   InsWeb
Corporation, a Delaware corporation (“InsWeb”), is engaged throughout the
United States of America and the world in the business of [describe business] (the “InsWeb Business”).


 


B.                                     Employee
has been employed by the Company as
its               since                ,         .


 


C.                                     Employee
and the Company entered into an Agreement to Participate in the InsWeb
Corporation Executive Retention and Severance Plan (such agreement and plan
being referred to herein as the “Plan”), effective as
of               ,           ,
wherein Employee is entitled to receive certain severance payments and benefits
in the event of [an Involuntary Termination
or a Termination Upon a Change in Control] (both as defined by the
Plan), provided Employee executes this Agreement.


 


D.                                    [Pursuant to that certain Agreement and Plan of
Reorganization (the “Reorganization Agreement”) dated as of
                       ,         
by and among [Acquiror Parent],
[              Acquisition
Corp.],
a               corporation
and wholly-owned subsidiary of [Acquiror Parent] (“Sub”), and InsWeb, [Acquiror
Parent] is acquiring InsWeb through a merger of [InsWeb/Sub] with and into
[Sub/InsWeb] (the “Merger”) pursuant to which [InsWeb/Sub], as the surviving
corporation, will continue to operate the InsWeb Business as a wholly-owned
subsidiary of [Acquiror Parent].]


 


E.                                      Employee’s
employment is being terminated as a result of [an
Involuntary Termination or a Termination Upon a Change in Control].  Employee’s last day of work and termination
are effective as
of                     ,             (the
“Termination Date”).  Employee desires
to receive the payments and benefits provided by the Plan by executing this
Agreement.


 


F.                                      In
consideration of the payments and benefits to be provided to Employee by the
Company, Employee, intending to be bound hereby, has executed this Agreement.


 


NOW, THEREFORE, the parties agree as follows:


 

















 


1.                                       Covenant
Not to Compete.


 


(a)                                  Employee
and the Company agree that due to the nature of Employee’s association with the
Company, Employee has confidential and proprietary information relating to the
InsWeb Business and operations of the Company. 
Employee acknowledges that such information is of extreme importance to
the business of the Company and that disclosure of such confidential
information to others, especially the Company’s Competitors (as defined below),
or the unauthorized use of such information by others would cause substantial
loss and harm to the Company.


 


(b)                                 Employee
and the Company further agree that the market for the InsWeb Business is
intensely competitive and that there are certain companies, as identified in Schedule 1
attached hereto (the “Competitors”), that directly compete with the Company in
the InsWeb Business.


 


(c)                                  Employee
agrees that, for a period of one (1) year following the Termination Date (the
“Noncompetition Period”), he will not, with or without compensation, directly
or indirectly (including without limitation, through any Affiliate (as defined
below) of Employee), own, manage, operate, control or otherwise engage or
participate in, or be connected as an owner, partner, principal, creditor,
salesman, guarantor, advisor, member of the board of directors of, employee of
or consultant to, any of the Competitors. 
Employee agrees to notify the Company within 24 hours of each employment
or consulting position or membership on a board of directors he accepts during
the Noncompetition Period (including the name and address of the hiring party)
and will, upon request by the Company, describe in reasonable detail the nature
of his duties in each such position. The Board shall, within 5 days of
Company’s receipt of the notice, make a determination whether the employment or
consulting position or membership on the board of directors will constitute a
breach of this covenant not to compete.


 


(d)                                 Notwithstanding
the foregoing, Employee may own securities in any of the Competitors that is a
publicly held corporation, but only to the extent that Employee does not own,
of record or beneficially, more than one percent (1%) of the outstanding voting
securities of any such Competitor.


 


(e)                                  “Affiliate”
as used herein, means, with respect to any person or entity, any person or
entity directly or indirectly controlling, controlled by or under direct or
indirect common control with such other person or entity.


 


(f)                                    Employee
acknowledges and agrees that the restrictions contained in this paragraph are
reasonable and necessary, as there is a significant risk that Employee’s
provision of labor, services or advice or assistance to any Competitor could
result in the inevitable disclosure of the Company’s proprietary
information.  Employee further
acknowledges that the restrictions contained in this paragraph will not
preclude him from engaging in any trade, business or profession for which he is
qualified.


 


2.                                       Nonsolicitation.  Employee agrees that he will not during the
Noncompetition Period, directly or indirectly:


 


2

















 


(a)                                  solicit,
influence, entice or encourage any person who is an employee of or consultant
to the Company to cease or curtail his or her relationship with the Company; or


 


(b)                                 request,
advise or induce any of the customers, suppliers, distributors, vendors or
other business contacts of the Company with which Employee had contact while
employed by the Company to withdraw, curtail, cancel or not increase their
business with the Company.


 


3.                                       Nondisruption.  Employee agrees that he will not during the
Noncompetition Period, directly or indirectly, interfere with, disrupt or
attempt to disrupt any past, present or prospective relationship, contractual
or otherwise, between the Company and any of its employees, consultants,
customers, suppliers, distributors or vendors.


 


4.                                       Nondisparagement.  Employee agrees that he will not during the
Noncompetition Period knowingly disparage the business reputation of the
Company (or its management team) or take any actions that are harmful to the
Company’s goodwill with its customers, suppliers, distributors, vendors,
employees, consultants, the media or the public.


 


5.                                       Confidentiality.  Employee covenants that he will not, at any
time, directly or indirectly, use for his own account, or disclose to any
person, firm or corporation, other than authorized officers, directors and
employees of the Company, Confidential Information (as hereinafter
defined).  As used herein, “Confidential
Information” means information about the Company of any kind, nature or
description, including, but not limited to, any proprietary knowledge, trade
secrets, data, formulae, employees, and client and customer lists and all
documents, papers, resumes, and records (including computer records), which is
disclosed to or otherwise known to Employee as a direct or indirect consequence
of his association with the Company. 
Employee acknowledges that such Confidential Information is specialized,
unique in nature and of great value to the Company and that such information
gives the Company a competitive advantage in its business.  Employee further agrees to deliver to the
Company, at the Company’s request, all documents, computer tapes and disks,
records, lists, data, drawings, prints, notes and written or electronic information
(and all copies thereof) furnished by the Company or created by Employee in
connection with his association with the Company.


 


6.                                       Equitable
Relief.  Employee acknowledges and
agrees that the Company’s remedies at law for breach of any of the provisions
of this Agreement would be inadequate and, in recognition of this fact,
Employee agrees that, in the event of such breach, in addition to any remedies
at law it may have, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy that may be available.  Employee
further acknowledges that should Employee violate any of the provisions of this
Agreement, it will be difficult to determine the amount of damages resulting to
the Company and that in addition to any other remedies it may have, the Company
shall be entitled to temporary and permanent injunctive relief without the
necessity of proving damages.


 


7.                                       Termination
of Certain Payments and Benefits Upon Breach.  In addition to the remedies provided by paragraph 6 of this
Agreement, Employee agrees that if the Board of Directors of the Company,
acting in good faith, determines by a vote of not less than two-thirds


 


3

















 


of its entire membership, that any action or failure to act by Employee
constitutes a material breach of any of the covenants set forth in paragraph 1,
2, 3, 4 or 5 of this Agreement, then the Company may, in its sole discretion,
terminate any further provision of the severance payments and benefits under
Section 4.1(b) or Section 6.2 of the Plan, as applicable, and require
Employee to repay to the Company any such severance payments or benefits
provided to Employee following the date of such material breach.  The Company shall be entitled, at its sole
discretion, to set off any amounts that Employee is required to repay to the
Company pursuant to this paragraph against any amount owed to Employee by the
Company, including any amount owed to Employee pursuant to Section 4.1(a)
or Section 6.1 of the Plan, as applicable.


 


8.                                       Acknowledgement.  Each of Employee and the Company
acknowledges and agrees that the covenants and agreements contained in this
Agreement have been negotiated in good faith by the parties, are reasonable and
are not more restrictive or broader than necessary to protect the interests of
the parties thereto, and would not achieve their intended purpose if they were
on different terms or for periods of time shorter than the periods of time
provided herein or applied in more restrictive geographical areas than are
provided herein.


 


9.                                       Separate
Covenants.  The covenants contained
in this Agreement shall be construed as a series of separate covenants, one for
each of the counties in each of the states of the United States of America, one
for each province of Canada, and one for each country outside the United States
and Canada.


 


10.                                 Severability.  The parties agree that construction of this
Agreement shall be in favor of its reasonable nature, legality and
enforceability, and that any construction causing unenforceability shall yield
to a construction permitting enforceability. 
It is agreed that the noncompetition, nonsolicitation, nondisruption,
nondisparagement and confidentiality covenants and provisions of this Agreement
are severable, and that if any single covenant or provision or multiple
covenants or provisions should be found unenforceable, the entire Agreement and
remaining covenants and provisions shall not fail but shall be construed as
enforceable without any severed covenant or provision in accordance with the
tenor of this Agreement.  The parties
specifically agree that no covenant or provision of this Agreement shall be
invalidated because of overbreadth insofar as the parties acknowledge the scope
of the covenants and provisions contained herein to be reasonable and necessary
for the protection of the Company and not unduly restrictive upon Employee.  However, should a court or any other trier
of fact or law determine not to enforce any covenant or provision of this
Agreement as written due to overbreadth, then the parties agree that said
covenant or provision shall be enforced to the extent reasonable, with the court
or such trier to make any necessary revisions to said covenant or provision to
permit its enforceability.


 


11.                                 Not
an Employment Agreement.  This
Agreement is not, and nothing in this Agreement shall be construed as, an
agreement to provide employment to Employee. 
The provisions of Paragraphs 1, 2, 3, 4 and 5 of this Agreement
shall be operative regardless of the reasons for any termination of Employee’s
employment and regardless of the performance or nonperformance by any party
under any other section of this Agreement.


 


12.                                 Governing
Law.  This Agreement is made under
and shall be governed by, construed in accordance with and enforced under the
internal laws of the State of California.


 


4

















 


13.                                 Entire
Agreement.  This Agreement, together
with the Plan, constitutes and contains the entire agreement and understanding
concerning the subject matter addressed herein between the parties, and
supersedes and replaces all prior negotiations and all agreements proposed or
otherwise, whether written or oral, concerning the subject matter hereof, and
the parties hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement that are not set forth herein
or in the Plan.


 


14.                                 Notices.  Any notice or other communication under this
Agreement shall be in writing, signed by the party making the same, and shall
be delivered personally or sent by certified or registered mail or overnight
courier, postage prepaid, addressed as follows:


	
  If to Employee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Company:

  	
   

  	
  InsWeb Corporation

  
	
   

  	
   

  	
  11290 Pyrites Way, Suite 200

  
	
   

  	
   

  	
  Gold River, CA 95670

  
	
   

  	
   

  	
  Attention: General Counsel

  



 


or to such other address as may hereafter be designated by either party
hereto.  All such notices shall be
deemed given on the date personally delivered, mailed or deposited with an
overnight courier.


 


15.                                 Dispute
Resolution.  The parties agree that
any and all disputes that (i) do not arise out of the Plan, the interpretation,
validity or enforceability of the Plan or the alleged breach thereof and (ii)
relate to the enforceability of this Agreement or the interpretation of the
terms of this Agreement (including the determination of the scope or
applicability of this agreement to arbitrate) shall be resolved by means of
binding arbitration in Sacramento County, California before a sole arbitrator,
in accordance with the laws of the State of California for agreements made in
that State.  Any arbitration shall be
administered by JAMS pursuant to its Comprehensive Arbitration Rules and
Procedures. Judgment on the award may be entered in any court having
jurisdiction. The prevailing party shall be entitled to recover from the losing
party its attorneys’ fees and costs incurred in any action brought to resolve
any such dispute.


 


16.                                 Amendments;
No Waiver.


 


(a)                                  No
amendment or modification of this Agreement shall be deemed effective unless
made in writing and signed by the parties hereto.


 


(b)                                 No
term or condition of this Agreement shall be deemed to have been waived, nor
shall there be any estoppel to enforce any provision of this Agreement, except
by a statement in writing signed by the party against whom enforcement of the
waiver or estoppel is sought.  Any
written waiver shall operate only as to the specific term or condition waived
and shall not constitute a waiver of such term or condition for the future or
as to any act other than that specifically waived.


 


5

















 


17.                                 Assignment.  This Agreement may be assigned by the
Company, without the consent of Employee, to any affiliate of the Company or to
any nonaffiliate of the Company that shall succeed to the business and assets
of the Company.  This Agreement is
personal to Employee, and Employee may not assign any rights or delegate any
responsibilities hereunder.


 


18.                                 Further
Assurances.  From time to time, at
the Company’s request and without further consideration, Employee shall execute
and deliver such additional documents and take all such further action as reasonably
requested by the Company to be necessary or desirable to make effective, in the
most expeditious manner possible, the terms of this Agreement, and to provide
adequate assurance of Employee’s due performance hereunder.


 


19.                                 Headings.  The headings of paragraphs in this Agreement
are solely for convenience of reference and shall not control the meaning or
interpretation of any provision of this Agreement.


 


20.                                 Construction.  The language of this Agreement and of each
and every paragraph, term and provision of this Agreement shall, in all cases,
for any and all purposes, and in any and all circumstances whatsoever be
construed as a whole, according to its fair meaning, not strictly for or
against Employee or the Company and with no regard whatsoever to the identity
or status of any person or persons who drafted all or any portion of this
Agreement.


 


21.                                 Counterparts.   This Agreement may be executed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


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


 


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSWEB CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 


6

















 


Schedule 1


To Restrictive Covenants Agreement


 


 


For purposes of Paragraph 1 of the Restrictive Covenants Agreement, the
following companies are deemed to be Competitors:


 


1.


2.


3.


 


7

















 


EXHIBIT
D


 


 


FORM OF


 


RESTRICTIVE COVENANTS AGREEMENT

[Key Employee]


 

















 


RESTRICTIVE
COVENANTS AGREEMENT


[Key
Employee]


 


THIS RESTRICTIVE COVENANTS AGREEMENT is made and entered into as of
               ,
200    , by and between
                        ,
an individual (“Employee”), and [InsWeb
Corporation, a Delaware corporation] [Successor company that agrees to assume the Executive Retention and
Severance Plan following a Change in Control] (the “Company”).  For the purposes of this Agreement, the
“Company” shall be deemed to include [InsWeb
Corporation] [Successor company
that agrees to assume the Executive Retention and Severance Plan following a
Change in Control], any successor entity and their majority owned
direct and indirect subsidiaries.


RECITALS


 


A.                                   Employee
has been employed by the Company as
its               since             ,        .


 


B.                                     Employee
and the Company entered into an Agreement to Participate in the InsWeb
Corporation Executive Retention and Severance Plan (such agreement and plan being
referred to herein as the “Plan”), effective as
of                    ,            ,
wherein Employee is entitled to receive certain severance payments and benefits
in the event of [an Involuntary Termination
or a Termination Upon a Change in Control] (as defined by the Plan),
provided Employee executes this Agreement.


 


C.                                     [Pursuant to that certain Agreement and Plan of
Reorganization (the “Reorganization Agreement”) dated as
of              ,           by
and among [Acquiror Parent],
[               Acquisition
Corp.],
a            corporation
and wholly-owned subsidiary of [Acquiror Parent] (“Sub”), and InsWeb, [Acquiror
Parent] is acquiring InsWeb through a merger of [InsWeb/Sub] with and into
[Sub/InsWeb] (the “Merger”) pursuant to which [InsWeb/Sub], as the surviving
corporation, will continue to operate the InsWeb business as a wholly-owned
subsidiary of [Acquiror Parent].]


 


D.                                    Employee’s
employment is being terminated as a result of [an
Involuntary Termination or a Termination Upon a Change in Control].  Employee’s last day of work and termination
are effective as
of                     ,        (the
“Termination Date”).  Employee desires
to receive the payments and benefits provided by the Plan by executing this
Agreement.


 


E.                                      In
consideration of the payments and benefits to be provided to Employee by the
Company, Employee, intending to be bound hereby, has executed this Agreement.


 


NOW, THEREFORE, the parties agree as follows:


 


1.                                       Nonsolicitation.  Employee agrees that he will not for a
period of six (6) months following the Termination Date (the “Restricted
Period”), directly or indirectly:


 


2

















 


(a)                                  solicit,
influence, entice or encourage any person who is an employee of or consultant
to the Company to cease or curtail his or her relationship with the Company; or


 


(b)                                 request,
advise or induce any of the customers, suppliers, distributors, vendors or
other business contacts of the Company with which Employee had contact while
employed by the Company to withdraw, curtail, cancel or not increase their
business with the Company.


 


2.                                       Nondisruption.  Employee agrees that he will not during the
Restricted Period, directly or indirectly, interfere with, disrupt or attempt
to disrupt any past, present or prospective relationship, contractual or
otherwise, between the Company and any of its employees, consultants,
customers, suppliers, distributors or vendors.


 


3.                                       Nondisparagement.  Employee agrees that he will not during the
Restricted Period knowingly disparage the business reputation of the Company
(or its management team) or take any actions that are harmful to the Company’s
goodwill with its customers, suppliers, distributors, vendors, employees,
consultants, the media or the public.


 


4.                                       Confidentiality.  Employee covenants that he will not, at any
time, directly or indirectly, use for his own account, or disclose to any
person, firm or corporation, other than authorized officers, directors and
employees of the Company, Confidential Information (as hereinafter
defined).  As used herein, “Confidential
Information” means information about the Company of any kind, nature or
description, including, but not limited to, any proprietary knowledge, trade
secrets, data, formulae, employees, and client and customer lists and all
documents, papers, resumes, and records (including computer records), which is
disclosed to or otherwise known to Employee as a direct or indirect consequence
of his association with the Company. 
Employee acknowledges that such Confidential Information is specialized,
unique in nature and of great value to the Company and that such information
gives the Company a competitive advantage in its business.  Employee further agrees to deliver to the
Company, at the Company’s request, all documents, computer tapes and disks,
records, lists, data, drawings, prints, notes and written or electronic
information (and all copies thereof) furnished by the Company or created by
Employee in connection with his association with the Company.


 


5.                                       Equitable
Relief.  Employee acknowledges and
agrees that the Company’s remedies at law for breach of any of the provisions
of this Agreement would be inadequate and, in recognition of this fact,
Employee agrees that, in the event of such breach, in addition to any remedies at
law it may have, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any other equitable
remedy that may be available.  Employee
further acknowledges that should Employee violate any of the provisions of this
Agreement, it will be difficult to determine the amount of damages resulting to
the Company and that in addition to any other remedies it may have, the Company
shall be entitled to temporary and permanent injunctive relief without the
necessity of proving damages.


 


6.                                       Termination
of Certain Payments and Benefits Upon Breach.  In addition to the remedies provided by paragraph 5 of this
Agreement, Employee agrees that if the Board of Directors of the Company,
acting in good faith, determines by a vote of not less than two-thirds


 


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of its entire membership, that any action or failure to act by Employee
constitutes a material breach of any of the covenants set forth in paragraph 1,
2, 3 or 4 of this Agreement, then the Company may, in its sole discretion,
terminate any further provision of the severance payments and benefits under
Section 4.1(b) or Section 6.2 of the Plan, as applicable, and require
Employee to repay to the Company any such severance payments or benefits
provided to Employee following the date of such material breach.  The Company shall be entitled, at its sole
discretion, to set off any amounts that Employee is required to repay to the
Company pursuant to this paragraph against any amount owed to Employee by the
Company, including any amount owed to Employee pursuant to Section 4.1(a)
or Section 6.1 of the Plan, as applicable.


 


7.                                       Acknowledgement.  Each of Employee and the Company
acknowledges and agrees that the covenants and agreements contained in this
Agreement have been negotiated in good faith by the parties, are reasonable and
are not more restrictive or broader than necessary to protect the interests of
the parties thereto, and would not achieve their intended purpose if they were
on different terms or for periods of time shorter than the periods of time
provided herein or applied in more restrictive geographical areas than are
provided herein.


 


8.                                       Separate
Covenants.  The covenants contained
in this Agreement shall be construed as a series of separate covenants, one for
each of the counties in each of the states of the United States of America, one
for each province of Canada, and one for each country outside the United States
and Canada.


 


9.                                       Severability.  The parties agree that construction of this
Agreement shall be in favor of its reasonable nature, legality and
enforceability, and that any construction causing unenforceability shall yield
to a construction permitting enforceability. 
It is agreed that the nonsolicitation, nondisruption, nondisparagement
and confidentiality covenants and provisions of this Agreement are severable,
and that if any single covenant or provision or multiple covenants or
provisions should be found unenforceable, the entire Agreement and remaining
covenants and provisions shall not fail but shall be construed as enforceable
without any severed covenant or provision in accordance with the tenor of this
Agreement.  The parties specifically
agree that no covenant or provision of this Agreement shall be invalidated
because of overbreadth insofar as the parties acknowledge the scope of the
covenants and provisions contained herein to be reasonable and necessary for
the protection of the Company and not unduly restrictive upon Employee.  However, should a court or any other trier
of fact or law determine not to enforce any covenant or provision of this
Agreement as written due to overbreadth, then the parties agree that said covenant
or provision shall be enforced to the extent reasonable, with the court or such
trier to make any necessary revisions to said covenant or provision to permit
its enforceability.


 


10.                                 Not
an Employment Agreement.  This
Agreement is not, and nothing in this Agreement shall be construed as, an
agreement to provide employment to Employee. 
The provisions of Paragraphs 1, 2, 3 and 4 of this Agreement shall
be operative regardless of the reasons for any termination of Employee’s
employment and regardless of the performance or nonperformance by any party
under any other section of this Agreement.


 


11.                                 Governing
Law.  This Agreement is made under
and shall be governed by, construed in accordance with and enforced under the
internal laws of the State of California.


 


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12.                                 Entire
Agreement.  This Agreement, together
with the Plan, constitutes and contains the entire agreement and understanding
concerning the subject matter addressed herein between the parties, and
supersedes and replaces all prior negotiations and all agreements proposed or
otherwise, whether written or oral, concerning the subject matter hereof, and
the parties hereto have made no agreements, representations or warranties
relating to the subject matter of this Agreement that are not set forth herein
or in the Plan.


 


13.                                 Notices.  Any notice or other communication under this
Agreement shall be in writing, signed by the party making the same, and shall
be delivered personally or sent by certified or registered mail or overnight
courier, postage prepaid, addressed as follows:


 


	
  If to Employee:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  If to Company:

  	
   

  	
  InsWeb Corporation

  
	
   

  	
   

  	
  11290 Pyrites Way, Suite 200

  
	
   

  	
   

  	
  Gold River, CA 95670

  
	
   

  	
   

  	
  Attention: General Counsel

  



 


or to such other address as may hereafter be designated by either party
hereto.  All such notices shall be
deemed given on the date personally delivered, mailed or deposited with an
overnight courier.


 


14.                                 Dispute
Resolution. The parties agree that any and all disputes that (i) do not
arise out of the Plan, the interpretation, validity or enforceability of the
Plan or the alleged breach thereof and (ii) relate to the enforceability of
this Agreement or the interpretation of the terms of this Agreement (including
the determination of the scope or applicability of this agreement to arbitrate)
shall be resolved by means of binding arbitration in Sacramento County,
California before a sole arbitrator, in accordance with the laws of the State
of California for agreements made in that State.  Any arbitration shall be administered by JAMS pursuant to its
Comprehensive Arbitration Rules and Procedures. Judgment on the award may be
entered in any court having jurisdiction. The prevailing party shall be
entitled to recover from the losing party its attorneys’ fees and costs
incurred in any action brought to resolve any such dispute.


 


15.                                 Amendments;
No Waiver.


 


(a)                                  No
amendment or modification of this Agreement shall be deemed effective unless
made in writing and signed by the parties hereto.


 


(b)                                 No
term or condition of this Agreement shall be deemed to have been waived, nor
shall there be any estoppel to enforce any provision of this Agreement, except
by a statement in writing signed by the party against whom enforcement of the
waiver or estoppel is sought.  Any
written waiver shall operate only as to the specific term or condition waived
and shall not constitute a waiver of such term or condition for the future or
as to any act other than that specifically waived.


 


5

















 


16.                                 Assignment.  This Agreement may be assigned by the
Company, without the consent of Employee, to any affiliate of the Company or to
any nonaffiliate of the Company that shall succeed to the business and assets
of the Company.  This Agreement is
personal to Employee, and Employee may not assign any rights or delegate any
responsibilities hereunder.


 


17.                                 Further
Assurances.  From time to time, at
the Company’s request and without further consideration, Employee shall execute
and deliver such additional documents and take all such further action as
reasonably requested by the Company to be necessary or desirable to make
effective, in the most expeditious manner possible, the terms of this
Agreement, and to provide adequate assurance of Employee’s due performance
hereunder.


 


18.                                 Headings.  The headings of paragraphs in this Agreement
are solely for convenience of reference and shall not control the meaning or
interpretation of any provision of this Agreement.


 


19.                                 Construction.  The language of this Agreement and of each
and every paragraph, term and provision of this Agreement shall, in all cases,
for any and all purposes, and in any and all circumstances whatsoever be
construed as a whole, according to its fair meaning, not strictly for or
against Employee or the Company and with no regard whatsoever to the identity
or status of any person or persons who drafted all or any portion of this
Agreement.


 


20.                                 Counterparts.   This Agreement may be executed in
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


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


 


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INSWEB CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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