**Exhibit 10.3**

 

**RETENTIONAGREEMENT**

 

This Retention Agreement (the “Agreement”) is made andentered into effective as of                         ,by and between                        (the“Director”) and NetRatings, Inc., a Delaware corporation (the “Company”).

 

R E C I T A L

 

In order to provide the Director with enhancedfinancial security and sufficient encouragement to remain with the Company, theBoard of Directors of the Company (the “Board”) believes that it is imperativeto provide the Director with certain benefits upon the involuntary terminationof the Director’s services as a Board member of the Company provided that suchtermination was not for cause.

 

A G R E E M E N T

 

In consideration of the mutual covenants hereincontained and the continued service of the Director to the Company, the partiesagree as follows:

 

## 1.   Benefits upon removal fromBoard.

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### (a)  Acceleration of Vesting.  Subject to Sections 1(b), and 1(d) below andas consideration for the covenants made herein by Director including Director’scovenants in Section 3 herein, if the Director’s service to the Company asa member of the Board terminates as a result of an Involuntary Termination (asdefined in Section 2(b)) then (i) the unvested portion of any stockoption(s) held by the Director as of the date of this Agreement that weregranted by the Company shall immediately accelerate and become fully vested,and such options shall remain exercisable for the period prescribed in theDirector’s stock option agreements and (ii) the Company’s right of repurchaseas to any shares sold to Director prior to the date of this Agreement pursuantto a restricted stock purchase agreement or similar agreement shall immediatelylapse as to all shares issued pursuant to such agreement.

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### (b)  280G Compliance.  In the event the Director becomes entitled tothe benefits provided under this Agreement (the “Payments”), and such Paymentswould result in a “parachute payment” as described in Section 280G of theInternal Revenue Code of 1986, as amended (the “Code”), the amount of suchPayments shall be either:

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#### (i)                                     thefull amount of the Payments, or

 

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#### (ii)                                  areduced amount which would result in no portion of the Payments being subjectto the excise tax imposed pursuant to Section 4999 of the Code (the “ExciseTax”),

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whichever of the foregoing amounts, taking intoaccount the applicable federal, state and local income taxes and the ExciseTax, results in the receipt by the Director, on an after-tax basis, of thegreatest amount of benefit.  Unless theCompany or the Director otherwise agree in writing, any determination requiredunder this Section shall be made in writing by independent publicaccountants appointed by the Company and reasonably acceptable to the Director(the “Accountants”), whose determination shall be conclusive and binding uponthe Director and the Company for all purposes. The Company shall bear all costs the Accountants may reasonably incur.

 

### (c)  Voluntary Resignation; TerminationFor Cause.  If the Directorvoluntarily resigns from the Board (and such resignation is not an InvoluntaryTermination defined in Section 2(b)), or if the Board terminates theDirector’s services as a Director for Cause, then the Director shall not beentitled to receive any benefits set forth in this Agreement.

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### (d)  Release of Claims.  The Director shall not be entitled to any ofthe benefits described in this Section 1 unless and until the Director, inconsideration for such benefits, executes a release of claims in a formsatisfactory to the Company; provided, however, that such release shall notapply to any right of the Director to be indemnified by the Company.

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## 2.   Definition of Terms.  The following terms referred to in thisAgreement shall have the following meanings:

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### (a)  Cause.  “Cause” shall mean:  (i) any act of personal dishonesty takenby the Director in connection with his responsibilities as a director which isintended to result in substantial personal enrichment of the Director; (ii) theDirector’s conviction of a felony which the Board reasonably believes has hador will have a material detrimental effect on the Company’s reputation orbusiness; (iii) a willful act by the Director which constitutes misconductand is materially injurious to the Company; and (iv) continued willfulviolations by the Director of the Director’s obligations to the Company afterthere has been delivered to the Director a written demand for performance fromthe Company which describes the basis for the Company’s belief that theDirector has not substantially performed his duties.

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### (b)  Involuntary Termination.  “Involuntary Termination” shall mean(i) without the Director’s express written consent, the removal of theDirector from the Board or the failure of the Company’s shareholders tore-elect such Director to the Board other than for Cause; (ii) in the case ofthe Chairman of the Board, the removal of such Director from such positionother than for Cause; (iii) the death or Disability (as defined in Section 2(c)below) of the Director; or (iv) any breach by the Company of any materialprovision of this Agreement.

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### (c)  Disability.  “Disability” shall mean the inability of theDirector to perform his duties as a member of the Board as the result of hisincapacity due to physical or mental illness, and such inability, at least26 weeks after its commencement, is determined to be total and permanentby a physician selected by the Company or its insurers and reasonablyacceptable to the Director (or the Director’s legal representative).

 

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## 3.   OtherActivities.  

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(a)  In order to protect the Company’svaluable proprietary information, Director agrees that during Director’s termof service to the Company and for a period of one (1) year following thetermination of such services with the Company for any reason, Director shallnot, as a compensated or uncompensated officer, director, consultant, advisor,partner, joint venturer, investor, independent contractor, employee orotherwise, provide any labor, services, advice or assistance to any of thefollowing entities, which are direct competitors of the Company:  (i) Comscore Networks, Compete and HitWiseand (ii) WebSideStory, WebTrends, Omniture, CoreMetrics and any company thatgenerates at least fifty percent of its revenues in its most recent completedfiscal year from web analytics based on the tagging of a web page.  Director acknowledges and agrees that therestrictions contained in the preceding sentence are reasonable and necessary,as there is a significant risk that Director’s provision of labor, services,advice or assistance to any of those competitors could result in the inevitabledisclosure of the Company’s proprietary information.  Director further acknowledges and agrees thatthe restrictions contained in this paragraph will not preclude Director fromengaging in any trade, business or profession that Director is qualified toengage in.  Notwithstanding theforegoing, Director is permitted to own, individually, as a passive investor upto a one percent (1%) interest in any publicly traded entity.

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### (b)  Upon the termination of Director’sservices to the Company as a member of its Board, Director shall not, for aperiod of twelve (12) months knowingly solicit for the purposes of employmentor to hire, without prior written consent of the Company, any employee of theCompany, either directly or indirectly through an associated company, employeesearch or placement firm or any other third party.

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## 4.   Successors.

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### (a)  Company’s Successors.  Any successor to the Company (whether director indirect and whether by purchase, lease, merger, consolidation, liquidationor otherwise) to all or substantially all of the Company’s business and assetsshall assume the Company’s obligations under this Agreement.

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### (b)  Director’s Successors.  Without the written consent of the Company,the Director shall not assign or transfer this Agreement or any right orobligation under this Agreement to any other person or entity.  Notwithstanding the foregoing, the terms ofthis Agreement and all rights of the Director hereunder shall inure to thebenefit of, and be enforceable by, the Director’s personal or legalrepresentatives, executors, administrators, successors, heirs, distributees, deviseesand legatees.

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## 5.   Notices.  Notices and all other communicationscontemplated by this Agreement shall be in writing and shall be deemed to havebeen duly given when personally delivered or when mailed by U.S. registered orcertified mail, return receipt requested and postage prepaid.  In the case of the Director, mailed noticesshall be addressed to him at the home address which he most recently

 

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## communicated to the Company in writing.  In the case of the Company, mailed noticesshall be addressed to its corporate headquarters, and all notices shall bedirected to the attention of its Secretary.

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## 6.   Miscellaneous Provisions.

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### (a)  Waiver.  No provision of this Agreement shall bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by the party hereto adversely affectedthereby.  No waiver by either party ofany breach of, or of compliance with, any condition or provision of thisAgreement by the other party shall be considered a waiver of any othercondition or provision or of the same condition or provision at another time.

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### (b)  Whole Agreement.  This Agreement, any stock option agreementsrepresenting options, and any other restricted stock purchase agreement orsimilar agreement represent the entire agreement and understanding between theparties as to the subject matter herein and supersede all prior orcontemporaneous agreements, whether written or oral. Nothing in this Agreement,however, is intended to affect the rights of the Director, or the covereddependents of the Director, under any applicable law with respect to healthinsurance continuation coverage.

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### (c)  Choice of Law.  The validity, interpretation, constructionand performance of this Agreement shall be governed by the laws of the State ofDelaware.

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### (d)  Severability.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision hereof, which shall remain in full forceand effect.

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### (e)  Arbitration.  The Company and the Director agree that anydispute or controversy arising out of or relating to any interpretation,construction, performance or breach of this Agreement shall be settled byarbitration to be held in New York, New York, in accordance with the NationalRules for the Resolution of Employment Disputes then in effect of the AmericanArbitration Association.  The decision ofthe arbitrator shall be final, conclusive and binding on the parties to thearbitration.  Judgment may be entered onthe arbitrator’s award in any court having jurisdiction.

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### (f)  No Assignment of Benefits.  The rights of any person to payments orbenefits under this Agreement shall not be made subject to option orassignment, either by voluntary or involuntary assignment or by operation oflaw, including (without limitation) bankruptcy, garnishment, attachment orother creditor’s process, and any action in violation of this Section 6(f)shall be void.

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### (g)  Employment Taxes.  Payments made pursuant to this Agreement maybe subject to withholding of applicable income and employment taxes.

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### (h)  Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

 

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IN WITNESS WHEREOF, each of the parties has executedthis Agreement, in the case of the Company by its duly authorized officer, asof the day and year first above written.

 

 
| COMPANY:  | NETRATINGS, INC. |
|-----------|------------------|
|      |             |
|      |             |
|      | By:              |   |   |
|      | Name:            |   |   |
|      | Title:           |   |   |
|      |             |   |   |
|      |             |   |   |
| DIRECTOR: |             |
|      |             |
|      |             |
|      |             |   |
|      | Name:            |
|           |                  |  |  |  |  |  |  |

 

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