exv10w1






Exhibit 10.1




LOOPNET, INC.




CHANGE OF CONTROL SEVERANCE AGREEMENT




     This Change of
Control Severance Agreement (the “Agreement”) is made and entered into
effective as of                
(the “Effective Date”), by and between
               
(the “Executive”) and LoopNet, Inc., a Delaware corporation (the “Company”).



RECITALS




     WHEREAS, the Company considers it essential to the best interests of its stockholders to
foster the continuous employment of key management personnel;



     WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that, as is
the case with many publicly-held corporations, the possibility of a Change in Control (as defined
below) exists and that such possibility, and the uncertainty and questions which it may raise among
management, could result in the departure or distraction of management personnel to the detriment
of the Company and its stockholders; and



     WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company’s management, including
the Executive, to their assigned duties without distraction in light of the possibility of a Change
in Control;



     NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the
Company and the Executive hereby agree as follows.



ARTICLES




     1. Definitions. The following terms referred to in this Agreement shall have the following
meanings.




     “Cause” shall mean (i) any act of personal dishonesty taken by the Executive in
connection with his or her responsibilities as an employee which is intended to result in
substantial personal enrichment of the Executive and is reasonably likely to result in material
harm to the Company, (ii) the Executive’s conviction of a felony, (iii) a willful act by the
Executive which constitutes misconduct and is materially injurious to the Company, or (iv)
continued willful violations by the Executive of the Executive’s obligations to the Company
after the Executive has received a written demand for performance from the Company which
describes the basis for the Company’s belief that the Executive has not substantially performed
his or her duties.




     “Change of Control” shall mean the first to occur of any of the following events
after the date hereof:




     (i) the consummation of a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted



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into or exchanged for voting securities of the surviving entity) more than sixty percent
(60%) of the total voting power represented by the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation; or




     (ii) (A) any approval by the stockholders of the Company of a plan of complete
liquidation of the Company, other than as a result of insolvency or (B) the consummation of
the sale or disposition (or the last in a series of sales or dispositions) by the Company
of all or substantially all of the Company’s assets, other than a sale or disposition to a
wholly-owned direct or indirect subsidiary of the Company and other than a sale or
disposition which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (by being converted into or exchanged for
voting securities of the entity to which such sale or disposition was made) more than sixty
percent (60%) of the total voting power represented by the voting securities of the entity
to which such sale or disposition was made after such sale or disposition; or



     (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as
defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company
representing 40% or more of the total voting power represented by the Company’s then
outstanding voting securities; or



     (iv) during any period of two consecutive years after the Effective Date, Incumbent
Directors cease for any reason to constitute a majority of the Board.




     “Compensation Continuation Period” shall mean the period of time commencing with
the date of the Executive’s Involuntary Termination at any time within the period two (2)
months prior to a Change of Control and twelve (12) months after a Change of Control, and
ending with the expiration of twelve (12) months following the date of the Executive’s
Involuntary Termination.




     “Good Reason” shall mean the occurrence of any of the following: (i) without the
Executive’s express written consent, a material reduction of the Executive’s duties, title,
authority or responsibilities relative to the Executive’s duties, title, authority or
responsibilities in effect immediately prior to the Change of Control; (ii) a reduction by the
Company of the Executive’s base salary or bonus opportunity as in effect immediately prior to
such reduction; (iii) a material reduction by the Company in the kind or level of employee
benefits to which the Executive is entitled immediately prior to such reduction with the result
that the Executive’s overall benefits package is materially reduced; (iv) without the
Executive’s express written consent, the relocation of the Executive to a facility or a
location more than five (5) miles from his or her current facility and the new location is more
than fifty (50) miles the Executive’s current residence; or (v) the failure of the Company to
obtain the assumption of this Agreement by a successor.




     “Incumbent Directors” shall mean directors who either (A) are directors of the
Company as of the Effective Date, or (B) are elected, or nominated for election, to the



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Board with the affirmative votes of at least a majority of those directors then still in
office who either were directors on the Effective Date or whose election or nomination for
election was so approved.




     “Involuntary Termination” shall mean a termination of the Executive by the Company
without Cause or a resignation by the Executive within 90 days of any event constituting Good
Reason.



     2. Term of Agreement. This Agreement shall be in effect for the period commencing on the
Effective Date and ending on the third anniversary of the Effective Date provided that if a Change
of Control shall have occurred during the term of this Agreement, this Agreement shall remain in
effect to give effect to its provisions. 



     3. At-Will Employment. The Company and the Executive acknowledge that the Executive’s
employment is and shall continue to be at-will, as defined under applicable law. If the Executive’s
employment terminates for any reason, the Executive shall not be entitled to any payments,
benefits, damages, awards or compensation other than as provided by this Agreement, or as may
otherwise be established under the Company’s then existing employee benefit plans or policies at
the time of termination.



     4. Change of Control and Severance Benefits; Non-solicitation.




     (a) Involuntary Termination Following Change of Control. If the Executive’s employment
with the Company terminates as a result of an Involuntary Termination at any time during the
period commencing two (2) months prior to a Change of Control and ending twelve (12) months
after a Change of Control, then the Executive shall be entitled to receive from the Company the
following benefits, contingent upon the Executive’s execution, delivery and non-revocation of
the Company’s standard form of release attached hereto as Exhibit A (the
“Release”) within 45 days from the Executive’s “separation from service,” within the
meaning of Section 409A of the Internal Revenue Code (as defined below) (the “Release
Deadline”).




     (i) Cash Severance Payments. Executive shall receive an aggregate amount (the
“Severance Amount”) equal to one times the sum of (i) the Executive’s annual base
salary in effect on the date of termination plus (ii) the average of the annual bonuses
paid to the Executive in the two most recently completed fiscal years preceding the date of
termination. The Company shall pay the Severance Amount to the Executive in a lump sum
within 15 days after the expiration of the Release Deadline.




     (ii) Health Benefits Continuation. During the Compensation Continuation Period,
through COBRA, the Company shall continue to make available to the Executive and
Executive’s spouse and dependents covered under any group health plans of the Company on
the date of such termination of employment, all group health insurance plans in which
Executive or such covered dependents participate on the date of the Executive’s termination
at the same cost to the Executive as the Executive paid for such benefits prior to
termination of employment. To the extent the Company cannot continue to provide such
benefits



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through COBRA, within 15 days after the expiration of the Release Deadline, it will pay the
Executive a lump sum amount that would be sufficient to enable the Executive to purchase
such benefits from a third party at the same cost to the Executive on an after-tax basis as
the Executive paid for such benefits prior to the termination of employment.




     (iii) Forfeiture upon Breach of Covenants. Notwithstanding any of the foregoing, if
the Executive breaches his or her obligations under paragraph (e) or (f) of this Article 4,
from and after the date of such breach, (x) the Executive will no longer be entitled to,
and the Company will no longer be obligated to pay, any remaining unpaid portion of the
Severance Amount and (y) the Executive will no longer be entitled to, and the Company will
no longer be obligated to make available to Executive or Executive’s spouse or dependents,
any group health insurance plans or any payment in respect of such plans to the extent the
Company cannot continue to provide such benefits.




     (iv) Equity Acceleration. Upon the expiration of the Release Deadline, the vesting and
exercisability of each option, restricted stock award, restricted stock unit or other stock
based award (each, a “Stock Award”) shall be automatically accelerated in full and
the forfeiture provisions and/or Company right of repurchase of each Stock Award shall
automatically lapse in full. In no event shall the Stock Awards be amended to reflect this
clause (iv) unless and until there has been an Involuntary Termination after a Change of
Control. Additionally, the Executive will have eighteen (18) months following his or her
Involuntary Termination after a Change of Control to exercise any vested stock options not
to exceed the expiration date of such options.




     (b) Other Termination in Connection with a Change of Control. If the Executive’s
employment with the Company terminates other than as a result of an Involuntary Termination at
any time within twelve (12) months after a Change of Control, then the Executive shall not be
entitled to receive the Severance Amount or other benefits hereunder, but may be eligible for
those benefits (if any) as may then be established under the Company’s then existing severance
and benefits plans and policies.




     (c) Termination Apart from a Change of Control. If the Executive’s employment with the
Company terminates for any or no reason other than within twelve (12) months following a Change
of Control, then the Executive shall not be entitled to receive the Severance Amount or other
benefits hereunder, but may be eligible for those benefits (if any) as may then be established
under the Company’s then existing severance and benefits plans and policies at the time of such
termination.




     (d) Accrued Wages and Vacation; Expenses. Without regard to the reason for, or the timing
of, Executive’s termination of employment: (i) the Company shall pay the Executive any unpaid
base salary due for periods prior to the date of termination; (ii) the Company shall pay the
Executive all of the Executive’s accrued and unused vacation through the date of termination;
and (iii) following submission of proper expense reports by the Executive, the Company shall
reimburse the Executive for all



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expenses reasonably and necessarily incurred by the Executive in connection with the business
of the Company prior to the date of termination. These payments shall be made promptly upon
termination and within the period of time mandated by law.




     (e) Confidentiality and Non-Solicitation. In consideration of the benefits and protections
conferred under this Agreement, the Executive agrees that he or she will continue to abide by
the confidentiality provisions in the Company’s Proprietary Information and Inventions, as
executed by the Executive, including but not limited to the obligations upon termination of
employment set forth in Section 7 of such agreement.



     5. Limitation on Benefits.




     (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent
that the payments and benefits provided under this Agreement and benefits provided to, or for
the benefit of, the Executive under any other employer plan or agreement (such payments or
benefits are collectively referred to as the “Benefits”) would be subject to the excise
tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), the Benefits shall be reduced (but not below zero) if and to
the extent that a reduction in the Benefits would result in Executive retaining a larger
amount, on an after-tax basis (taking into account federal, state and local income taxes and
the Excise Tax), than if Executive received all of the Benefits (such reduced amount is
hereinafter referred to as the “Limited Benefit Amount”). Unless Executive shall have
given prior written notice specifying a different order to the Company to effectuate the
Limited Benefit Amount, the Company shall reduce or eliminate the Benefits, by first reducing
or eliminating those payments or benefits which are not payable in cash and then by reducing or
eliminating cash payments, in each case in reverse order beginning with payments or benefits
which are to be paid the farthest in time from the “Determination” (as hereinafter
defined). Any notice given by the Executive pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement governing the
Executive’s rights and entitlements to any benefits or compensation.




     (b) A determination as to whether the Benefits shall be reduced to the Limited Benefit
Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made
by the Company’s independent public accountants or another certified public accounting firm of
national reputation designated by the Company (the “Accounting Firm”) at the Company’s
expense. The Accounting Firm shall provide its determination (the “Determination”),
together with detailed supporting calculations and documentation to the Company and Executive
within five (5) days of the date of termination of Executive’s employment, if applicable, or
such other time as requested by the Company or by Executive (provided Executive reasonably
believes that any of the Benefits may be subject to the Excise Tax) and if the Accounting Firm
determines that no Excise Tax is payable by Executive with respect to any Benefits, it shall
furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be
imposed with respect to any such Benefits. Within ten (10) days of the delivery of the
Determination to the Executive, the



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Executive shall have the right to dispute the Determination (the “Dispute”). If there
is no Dispute, the Determination shall be binding, final and conclusive upon the Company and
the Executive.



     6. Successors.




     (a) Company’s Successors. Any successor to the Company (whether direct or indirect) to all
or substantially all of the Company’s business and/or assets shall assume the Company’s
obligations under this Agreement and agree expressly to perform the Company’s obligations under
this Agreement in the same manner and to the same extent as the Company would be required to
perform such obligations in the absence of a succession. For all purposes under this Agreement,
the term “Company” shall include any successor to the Company’s business and/or assets.




     (b) Executive’s Successors. Without the written consent of the Company, Executive shall
not assign or transfer this Agreement or any right or obligation under this Agreement to any
other person or entity. Notwithstanding the foregoing, the terms of this Agreement and all
rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive’s
personal or legal representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.



     7. Notices.




     (a) General. Notices and all other communications contemplated by this Agreement shall be
in writing and shall be deemed to have been duly given when personally delivered or when mailed
by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case
of the Executive, mailed notices shall be addressed to him or her at the home address that he
or she most recently communicated to the Company in writing. In the case of the Company, mailed
notices shall be addressed to its corporate headquarters, and all notices shall be directed to
the attention of its Chief Financial Officer, or to the Chief Executive Officer if the notice
to the Company is from the Chief Financial Officer.




     (b) Notice of Termination. Any termination by the Company or by the Executive shall be
communicated by a notice of termination to the other party hereto given in accordance with this
Article.



     8. Arbitration.




     (a) Any dispute or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by binding arbitration to be held in San Francisco, CA, in accordance
with the National Rules for the Resolution of Employment Disputes then in effect of the
American Arbitration Association (the “Rules”). The arbitrator(s) may grant injunctions
or other relief in such dispute or controversy. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be entered on the
arbitrator’s decision in any court having jurisdiction.



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     (b) The arbitrator(s) shall apply California law to the merits of any dispute or claim,
without reference to conflicts of law rules. The arbitral proceedings shall be governed by
federal arbitration law and by the Rules, without reference to state arbitration law. Executive
hereby consents to the personal jurisdiction of the state and federal courts located in
California for any action or proceeding arising from or relating to this Agreement or relating
to any arbitration in which the parties are participants.




     (c) EXECUTIVE HAS READ AND UNDERSTANDS THIS ARTICLE, WHICH DISCUSSES ARBITRATION.
EXECUTIVE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION
WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR
TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EXECUTIVE’S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:




     (i) ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH
EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS
AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT OR
INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH CONTRACT OR
PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.




     (ii) ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL STATUTE,
INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS
ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH
DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND
HOUSING ACT, AND LABOR CODE SECTION 201, et seq.;




     (iii) ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO
EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.



EXECUTIVE’S INITIALS: ______




     9. Miscellaneous Provisions.




     (a) No Duty to Mitigate. The Executive shall not be required to mitigate the amount of any
payment contemplated by this Agreement, nor shall any such payment be reduced by any earnings
that the Executive may receive from any other source.



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     (b) Waiver. No provision of this Agreement may be modified, waived or discharged unless
the modification, waiver or discharge is agreed to in writing and signed by the Executive and
by an authorized officer of the Company other than the Executive. No waiver by either party of
any breach of, or of compliance with, any condition or provision of this Agreement 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.




     (c) Integration. Except as to the provisions of the Company’s form proprietary information
and inventions agreement entered into between the Company and the Executive, this Agreement
represents the entire agreement and understanding between the parties as to the subject matter
herein and supersede all prior or contemporaneous agreements, whether written or oral.




     (d) Choice of Law. The validity, interpretation, construction and performance of this
Agreement shall be governed by the internal substantive laws, but not the conflicts of law
rules, of the State of California.




     (e) Severability. The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other provision hereof,
which shall remain in full force and effect.




     (f) Withholding Taxes. All payments made pursuant to this Agreement shall be subject to
withholding of applicable income and employment taxes.




     (g) Counterparts. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together will constitute one and the same instrument.




     (h) Section 409A. In the event that the Company determines that any of the benefits
payable under this Agreement would violate Section 409A of the Code (“Section 409A”),
then the Company and the Executive shall agree to implement adjustments needed to comply with
Section 409A (to the minimum extent necessary to avoid the imposition of any excise taxes and
without reducing the absolute value of such benefits). In addition, to the extent (i) any
payments to which Executive becomes entitled under this Agreement or any agreement or plan
referenced herein, in connection with Executive’s termination of employment with the Company
constitutes deferred compensation subject to Section 409A and (ii) Executive is deemed at the
time of such termination of employment to be a “specified” employee under Section 409A, then
such payment or payments shall not be made or commence until the date which is six (6) months
after the Executive’s “separation from service” (as such term is at the time defined in
Treasury Regulations under Section 409A) or, if earlier, the date of death of the Executive;
provided, however, that such deferral shall only be effected to the extent required to avoid
adverse tax treatment to Executive, including (without limitation) the additional twenty
percent (20%) tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) of
the Code in the absence of such deferral. Upon the expiration of the applicable deferral
period, any payments which would have otherwise been made during that period (whether in



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a single sum or in installments) in the absence of this paragraph shall be paid to Executive or
Executive’s beneficiary in one lump sum. Any payments which are delayed under this paragraph
shall not accrue interest and shall be paid in a lump sum on the actual date of payment of the
delayed payment amount.



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     IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	LoopNet, Inc. 

 	 
	 	By:  	 	 
	 	 	 	 
	 	 	 
	 	[Name of Executive] 	 



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EXHIBIT A




FORM OF RELEASE OF CLAIMS





     This Release
(this “Release”) is entered into between LoopNet, Inc., a Delaware
corporation [or its successor entity, if applicable] (the “Company”), on the one hand, and
_______________ (the “Executive”), on the other hand.



     1. Each of the undersigned executes and enters into this Release in consideration of each and
all of the agreements made and undertaken by each of the undersigned as follows:



     (a) Executive’s health insurance benefits will cease on his last day of employment (the
“Termination Date”), subject to Executive’s right to continue his health insurance under
COBRA (including any applicable reimbursement for COBRA expenses as set forth in the Severance
Agreement). Executive’s participation in all other benefits and incidents of employment will cease
on the Termination Date. Executive will cease accruing all other benefits, including but not
limited to, vacation time and paid time off, as of the Termination Date.



     (b) Executive shall continue to maintain the confidentiality of all confidential and
proprietary information of the Company and shall continue to comply with the terms and conditions
of the Proprietary Information and Inventions Agreement dated _________, 2002 between Executive
and the Company (the “Confidentiality Agreement”). Executive shall have complied with the
obligations set forth in Section 7 of the Confidentiality Agreement to deliver to the Company all
documents and other materials which may contain Confidential Information as defined in the
Confidentiality Agreement. By signing this Release, Executive represents and declares under
penalty of perjury under the laws of the state of California that he has complied with Section 7 of
the Confidentiality Agreement.



     2. Executive and the Company agree that the payment of benefits that Executive has received
and other benefits that Executive is entitled to receive under the Change of Control Severance
Agreement dated _________, 200_ between the Company and the Executive (the “Severance
Agreement”) represent settlement in full of all outstanding obligations owed to Executive by
the Company and its owners, related entities, officers, directors, employees, agents,
representatives and stockholders (the “Releasees”). Executive, on his own behalf, and on
behalf of his respective heirs, family members, executors, agents and assigns, does hereby fully
and forever release and discharge the Releasees of and from, and agrees not to sue concerning any
claim, duty, obligation or cause of action relating to any matters of any kind, whether presently
known or unknown, suspected or unsuspected, that Executive may possess, or that Executive’s heirs,
family members, executors, agents and assigns have or might have through Executive, arising from
any omissions, acts or facts that have occurred up until and including the Effective Date of this
Release, including without limitation:




	 	a)	 	any and all claims relating to or arising from
Executive’s




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	 	 	 	employment relationship occurring prior to Executive’s execution of this
release, but expressly excluding claims Executive may have (i) under the
Severance Agreement, (ii) under any other written agreement between
Executive and the Company and/or its subsidiaries or affiliates, or (iii)
claims for vested benefits accrued under any benefit plan of the Company
or its subsidiaries or affiliates, including but limited to the continuing
obligation for health benefits in Section 4(a)(ii) of the Severance
Agreement;






	 	b)	 	any and all claims relating to, or arising from,
Executive’s right to purchase, or actual purchase of shares of stock of
the Company, including, without limitation, any claims for fraud
misrepresentation, breach of fiduciary duty, breach of duty under
applicable state corporate law, and securities fraud under any state or
federal law;
	 
	 	c)	 	any and all claims under the law of any jurisdiction
including, but not limited to, wrongful discharge of employment,
constructive discharge from employment, termination in violation of public
policy, discrimination, harassment, retaliation, breach of contract, both
express and implied, breach of the covenant of good faith and fair
dealing, both express and implied; promissory estoppel, negligent and
intentional infliction of emotional distress, negligent and intentional
misrepresentation, negligent and intentional interference with prospective
economic advantage, unfair business practices, defamation, libel, slander,
negligence, personal injury, fraud, misrepresentation, assault, battery
invasion of privacy, false imprisonment and conversion;
	 
	 	d)	 	any and all claims for violation of any federal,
state or municipal statute, including, but not limited to, Title VII of
the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age
Discrimination in Employment Act of 1967, the Americans with Disabilities
Act of 1990, the Fair Labor Standards Act, the Executive Retirement Income
Security Act of 1974, the Worker Adjustment Retraining and Notification
Act, the Older Workers Benefit Protection Act; the California Fair
Employment and Housing Act, the California Labor Code; and any and all
applicable California laws, regulations or statutes;
	 
	 	e)	 	any and all claims for violation of the federal or
any state constitution;
	 
	 	f)	 	any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination;
	 
	 	g)	 	any claim for any loss, cost, damage, or expense
arising out of any




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	 	 	 	dispute over the non-withholding or other tax treatment of the proceeds
received by Executive as a result of this Release; and






	 	h)	 	any and all claims for attorneys’ fees and costs.





The Company and Executive agree that the release set forth in this section shall be and remain in
effect in all respects as a complete general release as to the matters released. This release does
not extend to any obligations incurred under this Release or any obligations with respect to
indemnification for any potential liability alleged against you in connection with your role as an
officer or director of the Company in accordance with indemnification obligations the Company may
have to you under the Company’s certificate of incorporation and bylaws, applicable law, any
directors and officers liability insurance policy maintained by the Company and/or any
indemnification agreement between you and the Company in effect immediately prior to the date of
this Release.


     3. Executive represents that he is not aware of any claim by him other than the claims that
are released by this Release. Executive acknowledges that he has been advised by legal counsel and
is familiar with the provisions of California Civil Code Section 1542, which provides as follows





A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HIS/HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.



     Executive, being aware of said code section, agrees to expressly waive any rights he may have
under the above principal or any statute or common law principals of similar effect.



     4. Executive acknowledges that he is waiving and releasing any rights he may have under the
Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is
knowing and voluntary. Executive and the Company agree that this waiver and release does not apply
to any rights or claims that may arise under the ADEA after the Effective Date of this Release.
Executive acknowledges that the consideration given for this waiver and release agreement is in
addition to anything of value to which Executive was already entitled. Executive further
acknowledges that he has been advised in writing that:




	 	a)	 	he should consult with an attorney prior to executing
this Release;
	 
	 	b)	 	he has up to twenty-one (21) days within which to
consider this Release;
	 
	 	c)	 	he has seven (7) days following his execution of this
Release to revoke this Release;




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	 	d)	 	this Release shall not be effective until the
revocation period has expired; and
	 
	 	e)	 	nothing in this Release prevents or precludes
Executive from challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any condition
precedent, penalties or costs from doing so, unless specifically
authorized by federal law.





     5. Each of the undersigned agrees that none of the releases set forth herein releases any
claims arising out of obligations set forth in this Release.



     6. This Release is effective after it has been signed by both parties and after (8) days have
passed since Executive signed the Release (the “Effective Date”).



     7. Executive and the Company agree that any and all disputes arising out of the terms of this
Release, their interpretation, and any of the matters herein released, shall be subject to binding
arbitration in San Francisco County, California before the American Arbitration Association under
its National Rules for the Resolution of Employment Disputes of California Code of Civil Procedure.
The parties agree that the prevailing party in any arbitration shall be entitled to injunctive
relief in any court of competent jurisdiction to enforce the arbitration award. The parties hereby
agree to waive their right to have any dispute between them resolved in a court of law by a judge
or jury. This paragraph will not prevent either party from seeking injunctive relief (or any other
provisional remedy) from any court having jurisdiction over the parties and the subject matter of
their dispute relating to Executive’s and Company’s obligations under this Release.



     8. If any provision of this Release or the application thereof is held invalid, the invalidity
shall not affect other provisions or application of the Release which can be given effect without
the invalid provisions or application and to this end the provisions of this Release are declared
to be severable.



     9. This Release contains the entire agreement of the undersigned with respect to the matters
covered by this Release and no promise made by any party or by an officer, attorney, or agent of
any party that is not expressly contained in this Release shall be binding or valid. This Release
supersedes any prior agreement between the parties with the exception of the Confidentiality
Agreement, and the Severance Agreement. Additionally, any modification of any provision of this
Release, to be effective, must be in writing and signed by both parties.



     10. This Release shall be governed by and construed under the laws of the State of California,
without regard to its conflict of laws provisions.



     11. Executive will not make any statement, written or oral, that disparages the Company or any
of its affiliates, or any of the Company’s or its affiliates’ products, services, policies,
business practices, employees, executives, officers or directors. Similarly, the Company will not,
and the Company agrees to instruct its executive



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officers, members of the Company’s Board of Directors or employees not to make any statement,
written or oral, that disparages Executive.



     12. Each party to this Release has consulted with, or had the opportunity to consult with, legal
and tax counsel concerning all paragraphs of this Release. Each party has read the Release and has
been fully advised by legal counsel with respect to the rights and obligations under the Release,
or has had the opportunity to obtain such advice. Each party is fully aware of the intent and
legal effect of the Release, and has not been influenced to any extent whatsoever by any
representation or consideration other than as stated herein. After consultation with and advice
from, or the opportunity for consultation with and advice from, legal counsel, each party
voluntarily enters into this Release.



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	DATED:                                          	LoopNet, Inc.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	
 	 
	 	[Name of Executive] 	 
	 	 	 	 
	 




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