INSWEB
CORPORATION
 EXECUTIVE
RETENTION AND SEVERANCE PLAN
 Amended
and Restated December 22, 2008
 
 
 1. Establishment
and Purpose of Plan
  1.1 Establishment.  The
InsWeb Corporation Executive Retention and Severance Plan (the “Plan”) was initially established
effective June 14, 2004 (the “Effective
Date”) and is
hereby amended and restated in its entirety by the Compensation Committee of the
Board of Directors of InsWeb Corporation, effective December 22,
2008.
  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.
  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, acquires (or has acquired during
the 12-month period ending on the date of the most recent acquisition by such
person) “beneficial ownership” (as defined in Rule 13d-3 promulgated under
the Exchange Act), directly or indirectly, of securities of the Company
possessing more than forty percent (40%) of 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
  (4) a
change in the composition of the Board within any consecutive twelve-month
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.
  (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 thirty (30) days after written notice to the Company from the
Participant of such condition(s), which written notice must be delivered to the
Company within thirty (30) days following the initial existence of a condition
constituting Good Reason:
  (i) a
material, adverse change in the Participant’s authority, duties or
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
material, adverse change in the authority, duties or responsibilities of the
supervisor to whom the Participant is required to report, causing such
supervisor’s position to be of materially lesser rank or responsibility within
the Company or an equivalent business unit of its parent; or, if the Participant
reported directly to the Board at or following the time of becoming a
Participant, a requirement that the Participant report to a corporate officer or
other employee rather than directly to the Board or the board of directors of
the Company’s parent; or
  (iii) a
material decrease in the Participant’s base salary rate or a material 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
  (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
  (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 thirty (30) days after written notice to the Company from
the Participant of such condition, which written notice must be delivered to the
Company within thirty (30) days following the initial existence of a condition
constituting Good Reason:  a material 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), unless such decrease is
equivalent in amount and duration to decreases made concurrently for all other
employees of the 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 ninety (90) 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 ninety (90) 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.
  (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-1
(“General Release of Claims [Age 40 and over]”) or Exhibit B-2 (“General
Release of Claims [Under age 40]”), whichever is applicable, 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) “Section
409A” means
Section 409A of the Code.
  (x) “Section 409A
Deferred Compensation” means compensation,
benefits or arrangements provided by the Plan or otherwise that constitute or
would give rise to deferred compensation subject to and not exempted from the
requirements of Section 409A.
  (y) “Separation from
Service” means a
separation from service within the meaning of Section 409A.
  (z) “Specified
Employee”means
a specified employee within the meaning of Section 409A.
  (aa) “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.
  (bb) “Substitute
Employment”
means employment, regardless of the hours, duration, duties, responsibilities or
compensation related to the position.
  (cc) “Successor” means any successor in
interest to substantially all of the business and/or assets of the
Company.
  (dd) “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.
  (ee) “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
  (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
ninety (90) 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.  The
Company intends that all payments and benefits provided by this Plan be exempt
from or comply with all applicable requirements of Section 409A, and any
ambiguities in the Plan shall be construed in a manner consistent with such
intent.  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, which shall be paid at the time
required by applicable law or pursuant to the terms and conditions of the plans
or agreements providing for such payments;
  (2) bonuses
earned prior to the date of the Participant’s termination of employment, which
shall be paid at the time required by the applicable bonus plan or agreement or
otherwise at the same time bonuses are paid to other employees of the Company;
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, such
submission to be made within thirty (30) days following the Participant’s
termination of employment, of all business 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 in accordance with the Company
Group’s business expense policy; and
  (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, on or before the sixtieth (60th) day
following the date of the Participant’s Involuntary Termination, the Participant
both (i) executes the form of Release applicable to such Participant at or
following the time of the Participant’s Involuntary Termination and such Release
becomes effective in accordance with its terms on or before such sixtieth (60th)
day 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.  Subject to Section 7.2, 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 sixtieth
(60th) day following the date of the Participant’s Involuntary Termination and
continuing on each successive regular payday during the remainder of the
Severance Benefit Period applicable to the Participant.  If the
Participant obtains Substitute Employment prior to the end of the Severance
Benefit Period, each remaining monthly Cash Severance Payment will be reduced by
one-twelfth (1/12) of the aggregate cash compensation payable by the new
employer during the first twelve months of his/her Substitute
Employment.
  (2) Health
Benefits.  Subject to Section 7.2, 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,
including in connection with a Substitute Employment, the Participant shall
report such eligibility to the Company, and the Company’s obligations regarding
Health Benefits under this subsection shall cease.  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) Forfeiture of
Benefits.  If the Release or the Restrictive Covenants
Agreement which are conditions to the Participant’s rights to payments and
benefits pursuant to this Section 4.1(b) do not become effective on or
before the sixtieth (60th) day following the date of the Participant’s
termination of employment, then the Company shall have the right to:
(i) terminate any further provision of such severance benefits pursuant to
this Plan, and (ii) seek reimbursement from the Participant for all such
severance benefits previously provided to the Participant pursuant to this
Plan.
  (d) 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, which shall be paid at the time
required by applicable law or pursuant to the terms and conditions of the plans
or agreements providing for such payments;
  (b) bonuses
earned prior to the date of the Participant’s termination of employment, which
shall be paid at the time required by the applicable bonus plan or agreement or
otherwise at the same time bonuses are paid to other employees of the Company;
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, such
submission to be made within thirty (30) days following the Participant’s
termination of employment, of all business 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 in accordance with the Company
Group’s business expense policy; 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.
  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 additional
payments due pursuant to this Section 6 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, which shall be paid at the time
required by applicable law or pursuant to the terms and conditions of the plans
or agreements providing for such payments;
  (b) bonuses
earned prior to the date of the Participant’s termination of employment, which
shall be paid at the time required by the applicable bonus plan or agreement or
otherwise at the same time bonuses are paid to other employees of the Company;
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, such
submission to be made within thirty (30) days following the Participant’s
termination of employment, of all business 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 in accordance with the Company
Group’s business expense policy; 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, on or before the sixtieth (60th) day
following the date of the Participant’s Termination Upon a Change in Control,
the Participant both (i) executes the form of Release applicable to such
Participant at or following the time of the Participant’s Termination Upon a
Change in Control and such Release becomes effective in accordance with its
terms on or before such sixtieth (60th) day and (ii) executes the
Restrictive Covenants Agreement applicable to such Participant, the Participant
shall be entitled to receive the following severance payments and
benefits:
  (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.  Subject to Section 7.2, 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 sixtieth
(60th) day following the date of the Participant’s Termination Upon a Change in
Control and continuing on each successive regular payday during the remainder of
the Severance Benefit Period applicable to the Participant.  If the
Participant obtains Substitute Employment prior to the end of the Severance
Benefit Period, each remaining monthly Cash Severance Payment will be reduced by
one-twelfth (1/12) of the aggregate cash compensation payable by the new
employer during the first twelve months of his/her Substitute
Employment.
  (b) Health, Life Insurance and Long-Term
Disability Benefits.  Subject to Section 7.2, 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,
including in connection with a Substitute Employment, the Participant shall
report such eligibility to the Company, and the Company’s obligations regarding
benefits under this subsection shall cease.  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 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, subject to
Section 7.2, 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.
  (e) Forfeiture of
Benefits.  If the Release or the Restrictive Covenants
Agreement which are conditions to the Participant’s rights to payments and
benefits pursuant to this Section 6.2 do not become effective on or before
the sixtieth (60th) day following the date of the Participant’s termination of
employment, then the Company shall have the right to: (i) terminate any
further provision of such severance benefits pursuant to this Plan,
(ii) seek reimbursement from the Participant for all such severance
benefits previously provided to the Participant pursuant to this Plan,
(iii) recover from the Participant all shares of the Company’s stock owned
by the Participant (or the proceeds therefrom, reduced by any exercise or
purchase price paid to acquire such shares) the vesting of which was accelerated
pursuant to this Plan, and (iv) to immediately cancel all Options and other
stock-based compensation awards the vesting of which was accelerated pursuant to
this Plan.
  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 or her with coverage no less favorable than that provided for
the Company’s continuing officers and directors.
  7. Certain
Federal Tax Considerations
  7.1 Federal Excise Tax under Section 4999
of the Code.
  (a) Additional
Payment.  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 ninety (90) days following the date on which the Participant remits the
Excise Tax to the taxing authority.
  (b) Determination of
Amounts.
  (1) Determination by
Accountants.All computations and determinations called for by
this Section 7.1 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.
  (2) 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:
  (i) 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
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.
  (ii) 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 7.1(b)(2)(i) above).
  (iii) 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) Notice and Contest of
Claim.
  (1) The
Participant 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:
  (i) give
the Company any information reasonably requested by the Company relating to such
claim;
  (ii) 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;
  (iii) cooperate
with the Company in good faith in order to effectively contest such claim;
and
  (iv) 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 (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.
  (2) 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).
  (3) Except
for amounts to be advanced by the Company in accordance with this Section
7.1(c), all payments required to be made by the Company to the Participant
pursuant to this Section 7.1(c) shall be made prior to the end of the
Participant’s taxable year following the Participant’s taxable year in which the
taxes which are the subject of the claim are remitted by the Participant to the
taxing authority, or where no taxes are required to be remitted, the end of the
Participant’s taxable year following the Participant’s taxable year in which the
audit is completed or there is a final and nonappealable settlement or other
resolution of the litigation.
  (d) Adjustments with Respect to Gross-Up
Payment.
  (1) 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.
  (2) 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) within ninety (90) days following the date on which
the Participant remits such additional Excise Tax.
  7.2 Compliance with Section
409A.  Notwithstanding any other provision of the Plan to the
contrary, the provision, time and manner of payment or distribution of all
compensation and benefits provided by the Plan that constitute Section 409A
Deferred Compensation shall be subject to, limited by and construed in
accordance with the requirements of Section 409A, including but not limited to
the following:
  (a) Installment Payments Treated as
Series of Separate Payments.  It is the intent of this Plan
that any right of a Participant to receive installment payments hereunder shall,
for purposes of Section 409A, be treated as a right to a series of separate
payments.
  (b) Separation from
Service.  Payments and benefits constituting Section 409A
Deferred Compensation otherwise payable or provided pursuant to the Plan as a
result of the Participant’s termination of employment shall be paid or provided
only at or following the time that the Participant has experienced a Separation
from Service.
  (c) Six-Month Delay Applicable to
Specified Employees.  Payments and benefits constituting
Section 409A Deferred Compensation to be paid or provided pursuant to the Plan
upon or following and due to the Separation from Service of a Participant who is
a Specified Employee shall be paid or provided only upon the later of
(1) the date that is six (6) months and one (1) day after the date of such
Separation from Service or, if earlier, the date of death of the Participant (in
either case, the “Delayed Payment
Date”), or
(2) the date or dates on which such Section 409A Deferred Compensation
would otherwise be paid or provided in accordance with the Plan.  All
such amounts that would, but for this Section, become payable prior to the
Delayed Payment Date shall be accumulated and paid on the Delayed Payment
Date.
  (d) Limitation on Health, Life Insurance
Benefits and Long-Term Disability Benefits.  To the extent that
all or any portion of the Company’s payment or reimbursement to the Participant
for the cost of the Company’s obligation to provide health benefits pursuant to
Section 4.1 or health insurance, life insurance and long-term disability
benefits pursuant to Section 6.2 (in either case, the “Company-Provided
Benefits”) would
exceed an amount for which, or continue for a period of time in excess of which,
such Company Provided Benefits would qualify for an exemption from treatment as
Section 409A Deferred Compensation, the Company shall, for the duration of the
applicable Severance Benefit Period, pay or reimburse the Participant for the
Company-Provided Benefits in an amount not to exceed $150,000 per calendar year
or any portion thereof included in the applicable Severance Benefit
Period.  The amount of Company-Provided Benefits furnished in any
taxable year of the Participant shall not affect the amount of Company-Provided
Benefits furnished in any other taxable year of the Participant.  Any
right of a Participant to Company-Provided Benefits shall not be subject to
liquidation or exchange for another benefit.  Any reimbursement for
Company-Provided Benefits to which a Participant is entitled shall be paid no
later than the last day of the Participant’s taxable year following the taxable
year in which the Participant’s expense for such Company-Provided Benefits was
incurred.
  (e) Payment Upon a Change in
Control.  Notwithstanding any provision of the Plan to the
contrary, to the extent that any amount constituting Section 409A Deferred
Compensation would become payable under this Plan solely by reason of a Change
in Control, such amount shall become payable only if the event constituting a
Change in Control would also constitute a change in ownership or effective
control of the Company or a change in the ownership of a substantial portion of
the assets of the Company within the meaning of Section 409A.
  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, Subject
to Section 8.2, 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 Group 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 at all times, during the Participant’s employment
with the Company Group and following the termination thereof, 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 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
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
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 in writing that it has performed the obligation described in
Section 14.1 within twenty (20) days after a written request for such
confirmation is delivered by the Participant to the Company in the manner
provided by Section 15.1, 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.
  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.  Notwithstanding any other provision of the Plan to
the contrary, the Committee may, in its sole and absolute discretion and without
the consent of any Participant, amend the Plan or any Participation Agreement,
to take effect retroactively or otherwise, as it deems necessary or advisable
for the purpose of conforming the Plan or such Participation Agreement to any
present or future law relating to plans of this or similar nature (including,
but not limited to, Section 409A of the Code), and to the administrative
regulations and rulings promulgated thereunder.
  17. Miscellaneous
Provisions
  17.1 Administration.  The
Plan shall be administered by the Committee.  The Committee shall have
the exclusive discretion and authority to establish rules, forms and procedures
for the administration of the Plan, to construe and interpret the Plan, and to
decide all questions of fact, interpretation, definition, computation or
administration arising in connection with the Plan, including, but not limited
to, eligibility to participate in the Plan and the type and amount of benefits
paid under the Plan.  The rules, interpretations and other actions of
the Committee shall be binding and conclusive on all persons.
  17.2 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.
  17.3 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, but any such payment or benefit shall be
reduced by any compensation or benefits that the Participant may receive from
employment by another employer in accordance with the terms of this
Plan.  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.
  17.4 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.
  17.5 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 be
considered a waiver of any other condition or provision or of the same condition
or provision at another time.
  17.6 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.
  17.7 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.
  17.8 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.
  17.9 Tax
Withholding.  All payments made pursuant to this Plan will be
subject to withholding of applicable income and employment taxes.
  17.10 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.
  17.11 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 Board on June 14, 2004 and was amended
and restated in the form set forth above on December 22, 2008.
  
  /s/   L.
Eric Loewe
  ___________________________
  
  
 WEST\20842283.6
 342667-900000
     
 EXHIBIT
A
 
 
 
 
 
 FORM
OF
 
 AGREEMENT
TO PARTICIPATE IN THE
 
 INSWEB
CORPORATION
 
 EXECUTIVE
RETENTION AND SEVERANCE PLAN
 
 
 
 WEST\20842283.6
 342667-900000
     
 AGREEMENT
TO PARTICIPATE IN THE
 INSWEB
CORPORATION
 EXECUTIVE
RETENTION AND SEVERANCE PLAN
 Adopted
June 14, 2004
  Amended
and Restated December 22, 2008
  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, as amended and restated December 22, 2008 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 a member of the Company Group and the undersigned,
the employment relationship between the undersigned and the Company Group is an
“at-will” relationship.
 
 Executed
on _________________________.
 
 PARTICIPANT
              INSWEB
      CORPORATIONBy:SignatureTitle:Name
      PrintedAddress
 
 
 WEST\20842283.6
 342667-900000
     
 EXHIBIT
B-1
 
 
 
 
 
 FORM
OF
 
 GENERAL
RELEASE OF CLAIMS
 [Age 40
and over]
 
 
 
 WEST\20842283.6
 342667-900000
     
 GENERAL
RELEASE OF CLAIMS
 [Age
40 and over]
 
 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.           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 or its subsidiary.
 
 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 related to Employee’s employment by the Company or a subsidiary or
the termination of such employment and occurring or existing at any time up to
and including the date on which Employee signs this Agreement, including, but
not limited to, any claims of breach of written, oral or implied 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
(a) 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) or
(b) any rights or claims that cannot be released by Employee as a matter of law,
including, but not limited to, any claims for indemnity under California Labor
Code Section 2802..
 
 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 agreement
between the Company or its subsidiary and Employee evidencing a stock option,
stock grant, stock purchase or other stock-based compensation award [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 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 [Insert
as applicable:[45 DAYS] [21 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]Dated:
              [Company]
                
                
                By:
 
 
 WEST\20842283.6
 342667-900000
     
 EXHIBIT
B-2
 
 
 
 
 
 FORM
OF
 
 GENERAL
RELEASE OF CLAIMS
 [Under
age 40]
 
 
 
 WEST\20842283.6
 342667-900000
     
 GENERAL
RELEASE OF CLAIMS
 [Under
Age 40]
 
 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
is effective on the day it is signed by Employee (the “Effective
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.           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 or its subsidiary.
 
 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 related to Employee’s employment by the Company or a subsidiary or
the termination of such employment and occurring or existing at any time up to
and including the date on which Employee signs this Agreement, including, but
not limited to, any claims of breach of written, oral or implied 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
(a) 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) or
(b) any rights or claims that cannot be released by Employee as a matter of law,
including, but not limited to, any claims for indemnity under California Labor
Code Section 2802..
 
 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 agreement
between the Company or its subsidiary and Employee evidencing a stock option,
stock grant, stock purchase or other stock-based compensation award [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 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 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]Dated:
              [Company]
                
                
                By:
 
 
 
 WEST\20842283.6
 342667-900000
     
 EXHIBIT
C
 
 
 
 
 
 FORM
OF
 
 RESTRICTIVE
COVENANTS AGREEMENT
 [Executive
Officer]
 
 
 WEST\20842283.6
 342667-900000
     
 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
to which Employee would not otherwise be entitled 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:
  (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 paragraphs 2(a), 4 or 5 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 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.
  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.
  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.
  
 EMPLOYEEINSWEB
      CORPORATIONBy:Title:
 
 
 WEST\20842283.6
 342667-900000
     
 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.
 
 
 
 WEST\20842283.6
 342667-900000
     
 EXHIBIT
D
 
 
 
 
 
 FORM
OF
 
 RESTRICTIVE
COVENANTS AGREEMENT
 [Key
Employee]
 
 WEST\20842283.6
 342667-900000
     
 
 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
to which Employee would not otherwise be entitled 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:
  (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 paragraphs 1(a), 3 or 4 of this Agreement 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 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.
  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.
  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.
  
 EMPLOYEEINSWEB
      CORPORATIONBy:Title: