Unassociated Document


    

      EMPLOYMENT
        AGREEMENT

       

      THIS
        EMPLOYMENT AGREEMENT
        (“Agreement”)
        entered into as of December 1, 2005 by and between Answers Corporation,
        (“Company”)
        and
        Assaf Rozenblatt (“Employee”).

      


      WHEREAS,
        the
        Company and Employee are parties to that certain Purchase Agreement dated
        as of
        even date herewith (the “Purchase
        Agreement”),
        pursuant to which, among other things, (i) the Company has agreed to purchase
        all of the limited liability interests in Brainboost Technology, LLC from
        Brainboost Partnership, and (ii), the Company will own title to and all rights
        associated with certain proprietary technology (a/k/a the Brainboost Answer
        Engine; “BAE”); and

      


      WHEREAS,
        the
        Company plans to integrate the BAE into its product(s) and, for purposes
        of such
        integration, seeks the knowledge and expertise gained by Employee during
        his
        development of the BAE; and

      


      WHEREAS,
        Employee desires to become employed by the Company, and the Company desires
        to
        employ Employee upon the terms and conditions hereinafter set
        forth;

      


      NOW,
        THEREFORE,
        the
        parties hereto, intending to be legally bound, hereby agree as
        follows:

      


      1. Definition
        of Certain Terms.
        Capitalized terms used in this Agreement but not defined herein shall have
        the
        meanings ascribed to such terms in the Purchase Agreement.

      


      2. Employment.
        The
        Company hereby agrees to employ Employee, and Employee hereby accepts such
        employment and agrees to perform Employee's duties and responsibilities,
        in
        accordance with the terms, conditions and provisions hereinafter set forth.
        This
        Agreement shall be effective as of the date set forth in Section 2.1 below,
        and
        shall continue until it is terminated in accordance with Section 3 hereof.
        Nothing in this Agreement shall be construed as giving Employee any right
        to be
        retained in the employ of the Company, and Employee specifically acknowledges
        that he shall be an employee-at-will of the Company, and thus subject to
        discharge at any time by the Company with or without Cause and without
        compensation of any nature except as provided in this Agreement.

      


      2.1. Duties
        and Responsibilities.
        Commencing December 5, 2005 (the “Effective Date”), Employee shall serve as the
        Director of Natural Language Research of the Company, reporting to the Company’s
        Chief Technical Officer (or, alternatively, another product development
        executive, if applicable). Employee shall perform all duties and accept all
        responsibilities incident to such position as such tasks that may be reasonably
        assigned to him by his supervisor and by the Company’s CEO relating to the
        assistance with the integration of the BAE into the Company’s product(s) and
        further development of the BAE. The parties agree that Employee will be
        responsible, among other things, for leading a team, the size, composition
        and
        location of which shall be determined by agreement of the Company and Employee,
        to address the porting, integration and continued development of the BAE.
        

      


      2.2. Relocation.
        Employee undertakes to spend up to six (6) months, commencing no later than
        January 1, 2006 (the “Travel Date”), in Israel, working out of the Company’s
        R&D facilities in Jerusalem, for purposes of ensuring a smooth integration
        of the BAE into the Company’s product(s) (the “Relocation Period”). Employee
        acknowledges that management may request that the Relocation Period be extended
        or shortened, and will reasonably cooperate to meet the Company’s needs in this
        respect. During the Relocation Period, Employee shall be entitled to the
        coverage by the Company of (i) one (1) roundtrip coach airfare tickets for
        each
        three months of relocation in Israel (exclusive of Employee’s first relocation
        trip and relocation back to New York at the culmination of the Relocation
        Period) between New York and Israel, (ii) monthly living, travel and
        miscellaneous expenses in Israel not to exceed $1,500, and (iii) the premiums
        for any additional medical coverage necessary to cover the Employee while
        abroad
        to the same extent as he would be covered in the United States (the “Covered
        Expenses”). The parties agree that the Covered Expenses shall constitute the
        exclusive payment to Employee for his expenses incurred during the Relocation
        Period. The Company shall pay such Covered Expenses at such times and in
        the
        same manner as the Company customarily reimburses its other employees for
        amounts expended on behalf of the Company.

      


      
        
          
          

        

        
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      2.3. Extent
        of Service.
        Employee agrees to use his best efforts to carry out his duties and
        responsibilities under Section 2.1 hereof and, consistent with the other
        provisions of this Agreement, to devote substantially all of his business
        time
        thereto. Notwithstanding the foregoing, the Company acknowledges that between
        the Effective Date and the Travel Date, Employee will be permitted to devote
        a
        portion of his business time to personal arrangements in preparation for
        the
        Relocation Period and that during such period, his failure to devote to the
        Company the requisite efforts and business time shall not be considered in
        any
        way a breach of this Agreement; provided, however, that Employee agrees to
        make
        himself available, to as much extent possible, for business matters concerning
        his duties and responsibilities and to reasonably accommodate the Company’s
        needs.

      


      2.4. Base
        Salary.
        For all
        the services rendered by Employee hereunder, the Company shall pay Employee
        a
        base salary (“Base Salary”) to his designated account in the United States,
        commencing on the Effective Date, at the annual rate of one hundred twenty
        thousand Dollars ($120,000), payable in installments at such times as the
        Company customarily pays its other U.S. employees (and subject only to such
        withholdings as the Company’s U.S. employees are subject to). 

      


      2.5. Benefits;
        Retirement and Savings Plans.
        Employee shall be entitled to participate in the Company’s standard medical
        insurance plans and in all employee retirement or savings plans and programs
        made available to the Company's U. S. employees generally, as such plans
        may be
        in effect from time to time and subject to the eligibility requirements of
        such
        plans.

      


      2.6. Vacation;
        Holidays; Sick Days.
        Employee shall be entitled to fifteen (15) days of paid vacation each year,
        adding one (1) day for each year from the date of initial employment up to
        a
        total maximum of twenty-two (22) days annually, and additional time off for
        sick
        leave and holidays in accordance with the Company's vacation, holiday and
        other
        pay for time not worked policies.

      


      3. Termination.
        Employee's employment shall terminate upon the occurrence of any of the
        following events:

      


      3.1. Voluntary
        Termination By the Company.
        The
        Company may terminate the Employee’s employment with the Company without cause
        at any time upon one (1) month written notice. The Company shall have the
        right,
        in its sole discretion, to require Employee to continue working for the Company
        during the notice period.

      


      3.2. Disability.
        The
        Company may terminate Employee's employment if Employee has been unable to
        perform the material duties of his employment due to a disability which (i)
        continues for more than ninety (90) days and (ii) cannot be reasonably
        accommodated (the “Disability”). If the Company terminates Employee's employment
        for Disability, Employee shall be entitled to receive under this Agreement
        the
        following:

      


      
        
          
          

        

        
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      (a) The
        Company shall pay to Employee any amounts earned, accrued or owing but not
        yet
        paid under Section 2 above.

      


      (b) Employee
        shall receive any other benefits accrued or earned in accordance with the
        terms
        of any applicable benefit plans and programs of the Company. 

      


      3.3. Death.
        If
        Employee dies while employed by the Company, the Company shall pay to Employee's
        executor, legal representative, administrator or designated beneficiary,
        as
        applicable, (i) any amounts earned, accrued or owing but not yet paid under
        Section 2 above and any benefits accrued or earned under the Company's benefit
        plans and programs. Otherwise, the Company shall have no further liability
        or
        obligation under this Agreement to Employee's executors, legal representatives,
        administrators, heirs or assigns or any other person claiming under or through
        Employee.

      


      3.4. Cause.
        The
        Company may terminate Employee’s employment at any time for “Cause” upon
        immediate written notice to Employee, in which event all payments under this
        Agreement shall cease, except for Base Salary to the extent already accrued.
        Employee shall be entitled to any benefits accrued or earned before his
        termination in accordance with the terms of any applicable benefit plans
        and
        programs of the Company. For purposes of this Section 3.4, the term “Cause”
        shall mean the occurrence of any one or more of the following: (i) Any act
        of
        fraud or dishonesty or gross negligence, only as such relates to his Employment;
        (ii) Employee’s willful misconduct which materially injures the Company; (iii)
        Employee’s conviction by, or entry or a plea of guilty or nolo contendre in, a
        court of competent jurisdiction for any crime which constitutes a felony
        in the
        jurisdiction involved, or (iv) the gross failure by Employee to adequately
        perform his duties to assist with the integration of the BAE into the Company’s
        product(s) and further develop the BAE. The Employee may contest any termination
        pursuant to Section 3.4 of this Agreement.

      


      3.5. Notice
        of Termination.
        Any
        termination of Employee's employment shall be communicated by a written notice
        of termination to the other party hereto given in accordance with Section
        9
        below.

      


      4. Covenant
        Not to Compete.
        Employee acknowledges that the nature of the Company's business is such that
        if
        Employee were to become employed by, or substantially involved in, the business
        of a competitor of the Company while employed by the Company and for twelve
        (12)
        months following the termination of Employee’s employment by the Company, for
        whatever reason, it would be very difficult for the Employee not to rely
        on or
        use the Company's trade secrets and confidential information (the “Non-Compete
        Period”).
        Thus,
        to avoid the inevitable disclosure of the Company’s trade secrets and
        confidential information, during the Non-Compete Period, Employee agrees
        not to
        directly or indirectly engage in (whether as an employee, consultant,
        proprietor, partner, director or otherwise), nor have any ownership interest
        in
        or participate in the financing, operation, management or control of, any
        person, firm, corporation or business that competes with the business the
        Company was pursuing or had documented concrete plans to pursue at the time
        of
        the termination of the Employee’s employment as described above, or is a
        customer of the Company at the time of the termination of the Employee's
        employment. In addition, during the Non-Compete Period, Employee will not
        directly or indirectly: (a) solicit, encourage, recruit or take any other
        action
        which is intended to induce any other employee, independent contractor, customer
        or supplier of the Company or any affiliated corporation to terminate his,
        her
        or its relationship with the Company or any affiliated corporation; or (b)
        interfere in any manner with the contractual or employment relationship between
        the Company or any affiliated corporation and any employee, independent
        contractor, customer or supplier of the Company or any affiliated corporation.
        The foregoing restrictions shall not preclude Employee from purchasing,
        receiving or holding (directly or indirectly) solely as a passive investment
        5%
        or less of the outstanding stock, other securities or other equity participation
        interests of any entity.

      


      
        
          
          

        

        
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      5. Non-Disclosure.
        Employee
        acknowledges that during the course of his performance of services for the
        Company, he will acquire technical knowledge with respect to the Company’s
        business operations, including, by way of illustration, the Company’s existing
        and contemplated products (current and future), trade secrets, methods, secrets,
        formulas, data, patents, copyrights, know how, source code, software programs,
        models, compilations, algorithms, flow charts, techniques, systems, processes,
        business and financial methods or practices, plans, pricing, marketing,
        merchandising and selling techniques and information, customer lists, supplier
        lists, plans, price lists, technical information, data and know-how (whether
        for
        its own use or for use by Company clients) and including, without limitation,
        confidential information relating to the Company’s policies and/or business
        strategy and business and operations of the Company’s affiliates (all of such
        information herein referenced to as the “Confidential
        Information”);
        provided, however that the term “Confidential Information” shall not include (a)
        any information which is or becomes publicly available otherwise than through
        breach of this Agreement or (b) any information which is or becomes known
        or
        available to Employee on a non-confidential basis and not in contravention
        of
        applicable law from a source which is entitled to disclose such information
        to
        Employee. Employee agrees that he will not, while he is employed by the Company,
        divulge to any person, directly or indirectly, except to the Company or its
        officers, employees and agents or as reasonably required in connection with
        his
        duties on behalf of the Company, or use, except on behalf of the Company,
        any
        Confidential Information. Employee agrees that he will not, at any time after
        his employment with the Company has ended, divulge to any person directly
        or
        indirectly any Confidential Information nor use the Confidential Information
        in
        any way detrimental to the Company. Employee further agrees that if his
        relationship with the Company is terminated (for whatever reason) he shall
        not
        take with him but will leave with the Company all records, papers and computer
        software and data and any copies thereof relating to the Confidential
        Information (or if such papers, records, computer software and data or copies
        are not on the premises of the Company, Employee agrees to return such papers,
        records and computer software and data immediately upon his termination).
        Employee acknowledges that all such papers, records, computer software and
        data
        or copies thereof are and remain the property of the Company. Notwithstanding
        anything in this Agreement to the contrary, the Employee may disclose
        Confidential Information to the extent necessary in relation to legal
        proceeding, threatened legal proceedings and financial and tax matters related
        to or in connection with the Purchase Agreement, this Agreement and the rights
        and obligations under both agreements as well as the other Related Agreements.
        In the event that the Employee is requested to disclose Confidential Information
        by operation of law, court order or other governmental demand (“Process”),
        the
        Employee shall immediately notify the Company of such Process and shall not
        disclose such Confidential Information in response to such Process, to the
        extent requested protection from a legal or governmental authority with
        jurisdiction to offer protection in the face of such Process has been
        granted.

      


      6. Intellectual
        Property Rights.
        Employee
        agrees that all proprietary information, including but not limited to, trade
        secrets and know-how, corporate documents and records, investor-lists, policies,
        copyrights, inventions, source code, software, methods, innovations,
        improvements, discoveries or developments relating to the Company’s business or
        method of conducting business and to the BAE, including new contributions,
        improvements and ideas, whether or not patentable, copyrightable or in any
        other
        way legally protected (“Inventions”),
        conceived or made by Employee, either solely or jointly with others, during
        Employee’s employment with the Company which arise out of Employee’s employment
        or exposure to Confidential Information shall belong to and be the sole property
        of the Company. Employee assigns to the Company any rights Employee may have
        or
        acquire in such Inventions and agrees to execute all instruments and documents
        and to perform all actions which may be reasonably requested by the Board
        to
        establish, confirm and vest in the Company such ownership.

      


      
        
          
          

        

        
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      7. Survivorship.
        The
        respective rights and obligations of the parties under this Agreement shall
        survive any termination of Employee's employment to the extent necessary
        to the
        intended preservation of such rights and obligations.

      


      8. Governing
        law; Forum.
        This
        Agreement shall be governed by, and construed and interpreted under, the
        laws of
        the State of New York. Any legal claim lodged by one party against the other
        arising from the terms of this Agreement shall be adjudicated only by the
        appropriate court in the State of new York.

      


      9. Notices.
        All
        notices and other communications required or permitted under this Agreement
        or
        necessary or convenient in connection herewith shall be in writing and shall
        be
        deemed to have been given when hand delivered or mailed by registered or
        certified mail or sent via facsimile, as follows (provided that notice of
        change
        of address shall be deemed given only when received): 

      


      If
        to the
        Company, to:

      


      Answers
        Corporation

      237
        West
        35th
        Street

      Suite
        1101

      New
        York,
        NY 10001

      Facsimile:
        646-304-1824

      Attention:
        Robert S. Rosenschein, CEO

      


      If
        to
        Employee, to: 

      Assaf
        Rozenblatt

      7001
        Ave
        V, Apt 2

      Brooklyn,
        NY 11234

      Facsimile:
        ______________

      


      or
        to
        such other names or addresses as the Company or Employee, as the case may
        be,
        shall designate by notice to each other person entitled to receive notices
        in
        the manner specified in this Section.

      


      10. Contents
        of Agreement; Amendment and Assignment.

      


      (a) This
        Agreement, the Purchase Agreement and the Related Agreements set forth the
        entire understanding between the parties hereto with respect to the subject
        matter hereof and cannot be changed, modified, extended or terminated except
        upon written amendment approved by the Company and executed on its behalf
        by an
        officer and by Employee. 

      


      (b) All
        of
        the terms and provisions of this Agreement shall be binding upon and inure
        to
        the benefit of and be enforceable by the respective heirs, executors,
        administrators, legal representatives, successors and assigns of the parties
        hereto, except that the employment duties and responsibilities of Employee
        under
        this Agreement are of a personal nature and shall not be assignable or
        delegatable in whole or in part by Employee. The Company shall require any
        successor (whether direct or indirect, by purchase, merger, consolidation,
        reorganization or otherwise) to all or substantially all of the business
        or
        assets of the Company, within 15 days of such succession, expressly to assume
        and agree to perform this Agreement in the same manner and to the same extent
        as
        the Company would be required to perform if no such succession had taken
        place.

      


      
        
          
          

        

        
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      11. Severability.
        If any
        provision of this Agreement or application thereof to anyone or under any
        circumstances is adjudicated to be invalid or unenforceable in any jurisdiction,
        such invalidity or unenforceability shall not affect any other provision
        or
        application of this Agreement which can be given effect without the invalid
        or
        unenforceable provision or application and shall not invalidate or render
        unenforceable such provision or application in any other jurisdiction. If
        any
        provision is held void, invalid or unenforceable with respect to particular
        circumstances, it shall nevertheless remain in full force and effect in all
        other circumstances.

      


      12. Remedies
        Cumulative; No Waiver.
        No
        remedy conferred upon a party by this Agreement is intended to be exclusive
        of
        any other remedy, and each and every such remedy shall be cumulative and
        shall
        be in addition to any other remedy given under this Agreement or now or
        hereafter existing at law or in equity. No delay or omission by a party in
        exercising any right, remedy or power under this Agreement or existing at
        law or
        in equity shall be construed as a waiver thereof, and any such right, remedy
        or
        power may be exercised by such party from time to time and as often as may
        be
        deemed expedient or necessary by such party in its sole discretion.

      


      13. Miscellaneous.
        All
        section headings used in this Agreement are for convenience only. This Agreement
        may be executed in counterparts, each of which is an original. It shall not
        be
        necessary in making proof of this Agreement or any counterpart hereof to
        produce
        or account for any of the other counterparts.

      


      14. Withholding.
        All
        payments under this Agreement shall be made subject to applicable U. S. tax
        withholding, and the Company shall withhold from any payments under this
        Agreement all federal, state and local income taxes as the Company is required
        to withhold pursuant to any law or governmental rule or regulation. Except
        as
        specifically provided otherwise in this Agreement, Employee shall bear all
        expense of, and be solely responsible for, all federal, state and local income
        taxes due with respect to any payment received under this
        Agreement.

      


      15. Company
        Policies.
        Employee
        hereby acknowledges receipt, together with this Agreement, of the Company’s (i)
        Code of Ethics and Business Conduct, attached hereto as Exhibit
        A
        (the
“Code”)
        and
        (ii) Procedures and Guidelines Governing Insider Trading and Tipping, attached
        hereto as Exhibit
        B
        (the
“Insider
        Trading Policy”;
        collectively, the “Policies”),
        and
        confirms that he has read and understood the provisions contained in the
        Policies, recognizes that the Policies apply to all Company employees and
        firmly
        undertakes to abide by their provisions at all times.

      


      


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
        this Agreement as of the date first above written.

       

      
        	 	 	 
	 	
                Answers
                  Corporation 

              
	 
 	 
 	 
 
	 	By:  	/s/ Steven Steinberg 
	 	
                

                Name:
                  Steven Steinberg

                Title:
                  Chief Financial Officer

              
	 	 


      

       

      
        	 	 	 
	 	Employee
	 	/s/
                Assaf Rozenblatt 
	 	
                

                Assaf
                  Rozenblatt

              
	 
 	 
 	 
 
	 	 


      

       

       

      
        
          
          

        

        
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