EX-10.58



 



Exhibit 10.58


     AMENDMENT NO. 1, with an effective date of

December 1, 2005 (this “Amendment No. 1”), to

the EMPLOYMENT AGREEMENT (the “Agreement”)

dated September 28, 2005 between GREENFIELD ONLINE,

INC., a Delaware Company (“Company”), and

ALBERT ANGRISANI (“Executive”).



RECITALS




          The Company and Executive have agreed to amend the Agreement to provide for additional living
expense allowance which the Executive expects to incur while rendering services to the Company
pursuant to the Agreement.




          NOW, THEREFORE, the parties hereto hereby agree as follows:




     Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms shall be
accorded the definitions assigned to them in the Agreement.



     Section 2. Amendment to the Agreement. Section 3.4 of the Agreement shall be replaced in its
entirety by the following:




“3.4 Other Benefits. During the Term, the Company shall provide Executive
an allowance of $7,500.00 per month for lodging in the tri-state area and an
automobile lease, payable to the Executive on the last calendar day of each
month during the Term. In addition to the foregoing, the Company shall
reimburse the Executive for expenses incurred while residing in the Wilton,
Connecticut area in excess of 10 days per calendar month at the flat rate of
$400 per night, such fee to cover lodging, meals, transportation and
miscellaneous items. For example: if, during a calendar month, in order to
perform his duties under this Agreement, the Executive was required to
reside in the Wilton, Connecticut area for 15 nights, in addition to the
$7,500 allowance described above, the Executive would be entitled to receive
an additional living allowance of $2,000.”



     Section 3. No Other Amendments. Except as expressly set forth herein, the Agreement
remains in full force and effect in accordance with its terms and nothing contained herein shall be
deemed (i) to be a waiver, amendment, modification or other change of any term, condition or
provision of the Agreement (or a consent to any such waiver, amendment, modification or other
change), or (ii) to entitle the Executive to a waiver, amendment, modification or other change of
any term, condition or provision of the Agreement (or a consent to any such waiver, amendment,
modification or other change), or to a consent, in the future in similar or different
circumstances.



     Section 4. Further Assurances. The parties hereto agree to do such further acts and
things, and to execute and deliver such additional conveyances, assignments, agreements and



 









 




instruments, as the Agent may at any time reasonably request in connection with the
administration and enforcement of this Amendment No. 1.




     Section 5. Notices. All notices, demands and requests of any kind to be delivered to
any party hereto in connection with this Amendment No. 1 shall be delivered in accordance with the
notice provisions contained in the Agreement.



     Section 6. Headings. The headings used herein are for convenience of reference only
and shall not affect the construction of, nor shall they be taken into consideration in
interpreting, this Amendment No. 1.



     Section 7. Counterparts. This Amendment No. 1 may be executed in any number of
separate counterparts, each of which shall be an original and all of which taken together shall
constitute one and the same instrument.



     Section 8. Applicable Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CONNECTICUT (WITHOUT GIVING EFFECT TO
PRINCIPLES OF CONFLICTS OF LAW).



[SIGNATURE PAGES FOLLOW]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed
and delivered as of the day and year first above written.




	 	 	 	 	 
	 	GREENFIELD ONLINE, INC.

 	 
	 	By:  	   /s/ Jonathan A. Flatow
 	 
	 	Jonathan A. Flatow 	 
	 	Secretary 	 




	 	 	 	 	 
	 	 

 	 
	 	   /s/ Albert Angrisani
 	 
	 	Albert Angrisani	 
	 	Executive