Exhibit 10.2


EMPLOYMENT
AGREEMENT


EMPLOYMENT  AGREEMENT
made this 17th day of May, 2007 (this “Agreement”), by
and between 24/7 REAL MEDIA, INC., a Delaware
corporation  (the “Company”), and JONATHAN K. HSU (the
“Executive”).


W I T N E
S S E T H:


WHEREAS, this Agreement is being
entered into in connection with that certain Agreement and Plan of Merger,
dated as of the date hereof (the “Merger Agreement”), by and among the
Company, WPP Group plc, a company organized under the laws of England and Wales
(“Parent” or “WPP”), and TS Transaction, Inc., a Delaware
corporation and wholly-owned subsidiary of Parent (“Merger Sub”);


WHEREAS, pursuant to the Merger
Agreement, Merger Sub shall merge with
and into the Company with the Company surviving as the wholly-owned subsidiary
of Parent, in accordance with the terms and conditions set forth therein; and


WHEREAS, the Executive is an equity holder of and employed by Company and
the Company wishes to ensure the continued employment of the Executive by the
Company and the Executive wishes to accept such employment, upon the terms and
conditions hereinafter set forth.


NOW, THEREFORE, in consideration
of the premises and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


1.             Employment


The Company agrees to employ the Executive during the
Term specified in Section 2, and the Executive agrees to accept such
employment, upon the terms and conditions hereinafter set forth.


2.             Term


Subject
to Sections 6 and 7 below and the other terms and conditions of this Agreement,
the Executive’s employment by the Company shall be for an initial term
commencing as of the Effective Time (as defined in the Merger Agreement) and
expiring on the close of business on the first anniversary of the Effective
Time (the “Initial Term”),
unless terminated earlier in accordance with this Agreement.  During the twelve-month period immediately
following the Initial Term (the “Second Year”), unless terminated
earlier in accordance with this Agreement, the term of the Executive’s
employment by the Company shall automatically continue unless terminated by
either the Company or the Executive upon at least six (6) months prior written
notice of termination to the other party; it being understood that such notice
may not be given prior to the expiration of the Initial Term.  After the Second Year, unless 













terminated earlier
in accordance with this Agreement, the term of the Executive’s employment by
the Company shall automatically continue unless terminated by either the
Company or the Executive upon at least three (3) months prior written notice of
termination to the other party; it being understood that such notice may not be
given prior to the expiration of the Second Year (any written notice of
termination described in this Section 2 is hereinafter referred to as a “Notice
of Termination”).  The Initial Term
and the period, if any, thereafter, during which the Executive’s employment
shall continue are collectively referred to in this Agreement as the “Term.”  The Company shall have the right at any time
following the delivery of the Notice of Termination by the Executive to relieve
the Executive of his offices, duties and responsibilities and to place him on a
paid leave of absence status (with full compensation and benefits).  The effective date of the termination of the
Executive’s employment with the Company, regardless of the reason therefor, is
referred to in this Agreement as the “Date of Termination.”


3.             Duties
and Responsibilities


(a)           During the Term, the Executive shall
have the position of Chief Operating/Financial Officer of the Company and, in
connection therewith, the Executive shall perform such executive duties and
responsibilities commonly incident to such office as may be assigned to him
from time to time by or under the authority of the Board of Directors of the
Company (the “Board”) or the Chief Executive Officer the Company
(currently David Moore) (the “CEO”) or his designee and, in the absence
of such assignment, such duties customary to such offices as are necessary to
the operations of the Company.  The
Executive shall report to the CEO or his designee.


(b)           The Executive’s employment by the
Company shall be full-time and exclusive, and during the Term, the Executive
agrees that he shall (i) devote all of his business time and attention, his
best efforts, and all of his skill and ability to promote the interests of the
Company; (ii) carry out his duties in a competent and professional manner; and
(iii) work with other employees of the Company in a competent and professional
manner. Notwithstanding
the foregoing, during the Term the Executive shall be permitted to: (1) manage
his personal investments; (2) engage in charitable or community service
activities; and (3) serve as a member of the board of directors of such
companies as may be approved by the Digital CEO (as defined below); provided,
however,  that such activities
(individually or collectively) do not: (A) interfere, in any material respect,
with the performance of the Executive’s duties or responsibilities under this
Agreement; (B) injure the reputation, business or business relationships of the
Company or any of its affiliates; or (C) constitute a violation in any respect
of any of the restrictions contained in Section 8 of this Agreement.


(c)           The Executive’s services shall be
performed at the Company’s offices in New York, New York, subject to the
reasonable and necessary travel requirements of Executive’s position and duties
hereunder.



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4.             Compensation


(a)           As
compensation for the Executive’s services hereunder and in consideration of the
restrictive covenants set forth in Section 8 below, during the Term, the
Company shall pay the Executive, in accordance with its normal payroll
practices, direct salary compensation at an annual rate of $275,000, such
annual salary to be reviewed for possible increases in accordance with the
Company’s policy as from time to time in effect.


(b)           With respect to the 2007 calendar year, the
Executive shall be entitled to the bonus arrangements set forth on Exhibit A.  With respect to periods after December 31,
2007, such bonus arrangements shall be deemed to be amended and restated by any
final determination regarding the Executive’s compensation made by the WPP
Group plc Compensation Committee. If, during the 2007 calendar year, the Search
Business (as defined below) is transferred from the Company or any business or
business unit is transferred into the Company, then conforming and appropriate
adjustments shall be made to the 2007 bonus arrangements set forth on Exhibit
A.


(c)           During the Term, the Executive shall be entitled to
participate in the WPP Group plc Restricted Stock Plan, as in effect from time
to time (the “Restricted Stock Plan”), and to receive an annual grant of
restricted stock (the “Restricted Stock”) representing a contingent
right to receive WPP Group plc Ordinary Shares or ADRs representing such
Ordinary Shares.  All grants of
Restricted Stock shall be at the discretion of the WPP Group plc Compensation Committee
and shall be subject to the provisions of the Restricted Stock Plan; provided,
that  on the first date following the
Effective Time that WPP grants Restricted Stock to its employees generally
(currently November of each year), the Executive shall be granted Restricted
Stock with a market value on the date of grant of $125,000, which Restricted
Stock shall vest, subject to the Restricted Stock Plan, in two equal
installments on the first and second anniversary of the Effective Time.


(d)           Within thirty (30) days following the Effective Time the
Company shall pay the Executive a one-time cash bonus of $125,000.


5.             Expenses; Fringe Benefits


(a)           In addition to the compensation
provided for under Section 4, the Company agrees to pay or to reimburse the Executive
during the Term for all reasonable, ordinary and necessary, vouchered business
or entertainment expenses, incurred in the performance of his services
hereunder.


(b)           The Executive shall be entitled to
four weeks vacation in accordance with the Company’s policy as in effect from
time to time.  Vacation time shall be
non-cumulative.


(c)           During the Term, the Executive shall
be entitled to participate in and receive all benefits under any welfare
benefit plans and programs provided by the Company (including without
limitation, medical, dental, disability, group life (including accidental death
and dismemberment) and business travel insurance plans and programs) applicable
generally to 



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the senior
executives of the Company, subject, however, to generally applicable
eligibility and other provisions of the various plans and programs in effect
from time to time.


(d)           During the Term, the Executive shall
be entitled to participate in all retirement plans and programs (including,
without limitation, any profit sharing/401(k) plan) applicable generally to the
senior executives of the Company, subject, however, to generally applicable
eligibility and other provisions of the various plans and programs in effect
from time to time.  In addition, during
the Term, the Executive shall be entitled to receive fringe benefits and
perquisites in accordance with the plans, practices, programs and policies of
the Company from time to time in effect and available generally to the senior
executives of the Company.


6.             Termination


(a)           The Company shall be entitled to
terminate the Term and to discharge the Executive for Cause (as defined below). 
The term “Cause” shall be limited to the following grounds:


(i)            The Executive’s repeated refusal or
willful failure to perform his principal duties and responsibilities as set
forth in Section 3 hereof, if such refusal or failure is not cured within
thirty (30) days after written notice thereof to the Executive by the Company;


(ii)           The willful misappropriation of the
funds or property of the Company (other than the taking of de minimus
office supplies from time to time);


(iii)          Use of alcohol or use of illegal
drugs, interfering with performance of the Executive’s obligations under this
Agreement, continuing after written warning;


(iv)          The conviction in a court of law for,
or the entering of a plea of guilty or no contest to, a felony (other than an
ordinary-course traffic offense (e.g., speeding)) or any crime involving moral
turpitude, fraud, dishonesty or theft;


(v)           The willful material nonconformance
with the Company’s written policies against racial or sexual discrimination or
harassment (of which practices and policies the Executive is given notice of in
advance), which nonconformance is not cured (if curable) within thirty (30)
days after written notice to the Executive is provided by the Company;


(vi)          The commission by the Executive of any
willful act which materially injures or could reasonably be expected to
materially injure the reputation, business or business relationships of the
Company or any affiliate thereof;


(vii)         Any material breach of any term or
provision of Section 8 of this Agreement, if such breach is not cured, if
curable, within thirty (30) days after written notice thereof to the Executive
by the Company; or



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(viii)        Any willful and material breach (not
covered by any of the clauses (i) through (vii) above) of any term, provision
or condition of this Agreement, if such breach is not cured within thirty (30)
days after written notice thereof to the Executive by the Company.


Any notice
required to be given by the Company pursuant to Sections 6(a)(i), (v), (vii) or
(viii) above shall state the specific nature of the claimed breach and, if such
breach is curable, the manner in which the Company requires such breach to be
cured (if curable). For purposes of this Section 6(a), no act, or failure to
act on the part of the Executive shall be deemed to be “willful” unless done,
or omitted to be done, by the Executive in bad faith and without the reasonable
belief that the Executive’s action or omission was in or not opposed to the
best interests of the Company.  Any
notice of termination for Cause pursuant to this Section 6(a) shall be given
within sixty (60) days after the date the Chief Executive Officer of WPP
Digital (currently Mark Read) (the “Digital CEO”) has obtained actual
knowledge of the occurrence of the event constituting Cause.


(b)           The Executive shall be entitled to
terminate this Agreement and the Term hereunder for Good Reason (as defined
below), at any time during the Term, by providing written notice to the
Company, such notice to be delivered not more than sixty (60) days after the
occurrence of the event constituting such Good Reason.  “Good Reason” shall be limited to: (i)
a material reduction in the title or duties and responsibilities of the
Executive, as set forth in Section 3(a), or the assignment of duties materially
inconsistent with such title or duties and responsibilities, if such reduction
or assignment is not cured, if curable, for a period of thirty (30) days
following written notice of such reduction or assignment by the Executive to
the Company; (ii) a reduction in salary or of the Executive’s target bonus
amount for the 2007 calendar year (as set forth on Exhibit A) or  the Company’s failure to pay the Executive
any amounts due to him pursuant to this Agreement, if such failure or reduction
is not cured (but not subject to repeated cure opportunities in any given
calendar year of the Term solely as to material amounts due hereunder) for a
period of thirty (30) days following written notice of such failure or
reduction by the Executive to the Company; (iii) the relocation (without the
Executive’s consent) of the Executive’s principal place of employment by the
Company to a location that is more than 25 miles from the Company’s current
offices in New York City; (iv) the failure of the Company to obtain an
assumption of this Agreement from a successor to all or substantially all of
the assets or business of the Company (provided that no such assumption shall be
required if the successor to such assets or business is an affiliate of WPP and
the Executive’s duties with respect to such assets or business continue as
described in Section 3(a) above); or (v) any material breach by the Company of
the terms of this Agreement, which breach is not cured, if curable, within
thirty (30) days following written notice of such breach by the Executive; provided,
however, that (1) a change in the Company’s status from an independent
public company to a subsidiary of the Parent at the Effective Time and the
corresponding change in the Executive’s duties and responsibilities; and (2)
the transfer of all or any portion of the Company’s Search business services
line of business (including its search engine marketing business) (the “Search
Business”) at any time during the Term from the Company to any other
entity, shall not, in each case, constitute Good Reason. Any notice required to
be given by the Executive pursuant to this 



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Section 6(b) shall
state the specific nature of the claimed breach and the manner in which the
Executive requires such breach to be cured (if curable).  As of the Effective Time, the Executive
waives any right to terminate his employment for Good Reason based on facts, circumstances
or events occurring prior to or as of the Effective Time or changes to his
terms of employment reflected in this Agreement.


(c)           In the event of the termination of
the Executive’s employment with the Company for any reason other  than
by virtue of a termination by the Company without Cause or by the Executive for
Good Reason, the Executive shall be entitled to the following payments and
benefits, subject to any appropriate offsets, as permitted by applicable law,
for debts or money due to the Company or an affiliate thereof (collectively, “Offsets”):


(i)            unpaid salary compensation and any
unused accrued vacation through, and any unpaid reimbursable expenses
outstanding as of, the Date of Termination; and


(ii)           all benefits, if any, that had
accrued to the Executive through the Date of Termination under the plans and
programs described in Section 5 above, or any other applicable plans and
programs in which he participated as an employee of the Company, in the manner
and in accordance with the terms of such plans and programs.


In the event of
the termination of the Executive’s employment with the Company for any reason other
than by virtue of a termination by the Company without Cause or by the
Executive for Good Reason, except as provided in this Section 6(c), the Company
shall have no further liability hereunder to the Executive or the Executive’s
heirs, beneficiaries or estate for damages, compensation, benefits, severance,
indemnities or other amounts of whatever nature, directly or indirectly,
arising out of or otherwise related to this Agreement and the Executive’s
employment or cessation of employment with the Company.


(d)           In the event of a termination by the
Company without Cause, by the Executive for Good Reason or by virtue of the
Executive’s death or disability, the Executive shall be entitled to continue to
receive from the Company, subject to any Offsets, the following:


(i)            if the Date of Termination is prior
to the end of the Second Year, then, as severance compensation, an amount equal
to his then applicable annual salary compensation, to be paid in one lump sum
payment within thirty (30) days of the Date of Termination;


(ii)           as additional severance compensation,
his then applicable salary compensation when otherwise payable during the
period commencing on the day after the Date of Termination and ending on the
first anniversary of the Date of Termination; provided that, in the event of
the Executive’s disability, the aggregate amount of disability payments
received by the Executive during the year following the Date of Termination
shall be offset against the amount paid to him pursuant to this clause (ii);



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(iii)          any unpaid reimbursable expenses
outstanding, and any unused accrued vacation, as of the Date of Termination;


(iv)          outplacement services for a period of
three months following the Date of Termination;


(v)           if the Date of Termination is prior
to the end of the Second Year, then: (A) the restrictions on each share of
Restricted Stock held by the Executive shall lapse; and (B) all stock options
held by the Executive to purchase shares of WPP
Group plc Ordinary Shares or ADRs representing such Ordinary Shares shall vest
(provided that any Restricted Stock granted pursuant to Section 4(c) above
shall vest in accordance with the terms of the Restricted Stock Plan; it being
acknowledged and agreed that the Restricted Stock Plan shall not be amended in
any respect for the sole purpose of adversely treating the Executive
thereunder); and


(vi)          all benefits, if any, that had accrued
to the Executive through the Date of Termination under the plans and programs
described in Section 5 above, or any other applicable benefit plans and
programs in which he participated as an employee of the Company, in the manner
and in accordance with the terms of such plans and programs; provided, however,
that, notwithstanding the foregoing:


(A) The Executive shall
be entitled to continued participation on the same basis (including without
limitation, cost contributions) as the other senior executives of the Company
in all medical, dental, disability and life insurance coverage (such benefits
collectively called the “Continued Benefit Plans”) in which the
Executive was participating on the Date of Termination (as such Continued
Benefit Plans are from time to time in effect at the Company) until the earlier
of: (x) 12 months after the Date of Termination; and (y) the date, or dates, on
which the Executive receives substantially similar coverage and benefits under
a similar type of plan of a subsequent employer.


(B) The Executive shall
receive a pro rata portion of each of the bonuses referred to in Exhibit A
hereto for the calendar year or calendar quarter, as the case may be, in which
the Date of Termination occurs, which pro rata portion shall be based on the
percentage that the number of full and partial calendar months elapsed, from
the beginning of the calendar year or calendar quarter, as the case may be, in
which the Date of Termination occurs through and including the Date of
Termination, represents out of the twelve calendar months of the year or three calendar
months of the calendar quarter, as the case may be.  The pro rata portion of such bonuses shall be
paid to the Executive at such time as bonuses in respect of such year are paid
to other senior executives of the Company.



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(C) The Executive shall receive
each of the bonuses referred to in Exhibit A hereto earned by the Executive in
respect of the calendar quarter or calendar year, as the case may be,
immediately preceding the calendar quarter or calendar year in which the Date
of Termination occurs (to the extent not already paid to the Executive) to be
paid at such time as bonuses in respect of such year are paid to other senior
executives of the Company.


(e)           In the event of a termination by the
Company without Cause, by the Executive for Good Reason, or by virtue of the
Executive’s death or disability, except as provided in Section 6(d), the
Company shall have no further liability hereunder to the Executive or the
Executive’s heirs, beneficiaries or estate for damages, compensation, benefits,
severance, indemnities or other amounts of whatever nature, directly or
indirectly, arising out of or otherwise related to this Agreement and the
Executive’s employment or cessation of employment with the Company.  The making of any severance payments and
providing the other benefits as set forth in Section 6(d) is conditioned upon
the Executive executing and delivering a general release of any claims
(including claims of discrimination), in the form of Annex A hereto,
relating to the Executive’s employment with the Company or the termination
thereof and the satisfaction of any conditions to the validity of such release
(including the expiration of any revocation period).


(f)            In the event that the Executive is
indicted for a felony or any crime involving moral turpitude, fraud, dishonesty
or theft, then the Company shall have the right to require the Executive to
take a paid leave of absence during which: (i) the Executive shall be suspended
from all of his duties with the Company; and (ii) the Company shall have the
right to treat the Executive’s employment as having been terminated for Cause
pursuant to Section 6(a)(iv) for all purposes of this Agreement, with the date
on which a final adjudication (which is no longer appealable) of guilt or a
plea of guilty or of no contest being deemed the Date of Termination; provided,
however, that if the authorities with jurisdiction over the charges
decline to prosecute the Executive, the Executive is subsequently acquitted or
the charges are dismissed (including on appeal), then such leave of absence
shall terminate, the Executive shall be reinstated to his position and shall
resume his duties with the Company.


7.             Disability; Death


In the event the
Executive shall be unable to perform his duties hereunder by virtue of illness
or physical or mental incapacity or disability (from any cause or causes
whatsoever) in substantially the manner and to the extent required hereunder
prior to the commencement of such disability (all such causes being herein
referred to as “disability”)
and the Executive shall fail to perform such duties for periods aggregating one
hundred twenty (120) days, whether or not continuous, in any continuous period
of one hundred eighty (180) days, the Company shall have the right to terminate
the Term and to discharge the Executive hereunder as at the end of any calendar
month during the continuance of such disability upon at least thirty (30) days’
prior written notice to him.  In the
event of the Executive’s death, the Date of Termination shall be the date of
such death.



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8.             Restrictive Covenants and
Protection of Confidential Information


(a)           The Executive acknowledges and agrees
that his services hereunder are of a special, unique, extraordinary and
intellectual character, and his position with the Company places him in a
position of confidence and trust with the clients and employees of the
Company.  The Executive acknowledges that
the rendering of services to the clients of the Company necessarily requires
the disclosure to the Executive of confidential information and trade secrets
of the Company (such as, without limitation, proprietary software programs,
marketing plans, media plans, budgets, corporate policies, client preferences
and policies, and identity of appropriate personnel of clients with sufficient
authority to influence a shift in suppliers). 
The parties hereto agree that in the course of the Executive’s
employment with the Company, the Executive has and will continue to develop a
personal relationship with the Company’s clients and a knowledge of those
clients’ affairs and requirements, and that the relationship of the Company
with its established clientele will therefore be placed in the Executive’s
hands in confidence and trust.  The
Executive consequently agrees that the restrictive covenants contained herein
are reasonable and necessary in order to protect and maintain the trade
secrets, business, assets and goodwill of the Company.


Accordingly, in consideration of the
payments and benefits the Executive received and will receive in connection
with the transactions contemplated by the Merger Agreement and the provisions
of this Agreement, the Executive agrees that while he is in the employ of the
Company and for a one (1) year period after the Date of Termination (the “Initial
Non-Competition Period”), he shall not engage in business as, or own an
interest in, directly or indirectly, any individual proprietorship,
partnership, corporation, limited liability company, joint venture, or any
other form of business entity, whether as an individual proprietor, partner,
shareholder, member, manager, joint venturer, officer, director, consultant,
finder, broker, employee, or in any other manner whatsoever (except on behalf
of the Company), if such entity is engaged in whole or in part in any business
in the United States of the type and character engaged in and competitive with
that conducted by the Company; provided, however, that nothing
contained in this paragraph shall be deemed to prohibit the Executive from
making passive investments in any publicly held company provided that the
Executive’s beneficial ownership of any class of such company’s securities does
not exceed 5% of the outstanding securities of such class; provided, further,
that the Company shall have the right (the “Extension Right”), in its
sole discretion, to extend the restrictive covenants set forth in this
paragraph for a period commencing on the expiration of the Initial
Non-Competition Period until a date that is no later than the second
anniversary of the Date of Termination (such period being, the “Extended
Restrictions Period”).  The Company
may exercise its Extension Right by providing the Executive with written notice
thereof at least sixty (60) days prior to the end of the Initial
Non-Competition Period.  If the Company
exercises its Extension Right, then the Company shall pay the Executive an
amount equal to his base salary compensation (as in effect as of the Date of
Termination), in accordance with the Company’s normal payroll practices, during
the Extended Restrictions Period.


In addition to the foregoing, the Executive agrees that while he is in the employ of the Company
and for a two (2) year period after the Date of Termination, he shall not,
except on 



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behalf of the Company, directly or indirectly, and
regardless of the reason for his ceasing to be employed by the Company:


(1)           attempt
in any manner to solicit from any Client (as defined below) business of the
type performed by the Company or to persuade any Client to cease to do business
with the Company or to reduce the amount of business which any such Client has
customarily done or is reasonably expected to do with the Company, whether or
not the relationship between the Company and such Client was originally
established in whole or in part through his efforts; or


(2)           employ
(including to retain, engage or conduct business with) or attempt to employ or
assist anyone else to employ any person who is then or at any time during the
preceding year was: (i) an employee of or exclusive consultant to the Company;
or (ii) an employee of or exclusive consultant to any affiliate of WPP with
whom the Executive has had contact during the last full-year of his employment
with the Company; or


(3)           render
to or for any Client any services of the type rendered by the Company.


As used in this Section 8, the term “Company” shall mean the Company
and shall include any subsidiaries, divisions and business units of the
Company; and the term “Client”
shall mean:


(1)           (i)
anyone who is a client of the Company on the Date of Termination or, if the
Executive’s employment shall not have terminated, at the time of the alleged
prohibited conduct (the “Determination Date”); and (ii) anyone who is a
client of any affiliate of WPP on the Date of Termination or, if the Executive’s
employment shall not have terminated, the Determination Date, but only if, in
the case of this clause (ii), the Executive had performed services for, or had
significant contact with, such client;


(2)           (i)
anyone who was a client of the Company at any time during the one-year period
immediately preceding the Date of Termination or, if the Executive’s employment
shall not have terminated, during the one-year period immediately preceding the
Determination Date; and (ii) anyone who was a client of any affiliate of WPP at
any time during the one-year period immediately preceding the Date of
Termination or, if the Executive’s employment shall not have terminated, during
the one-year period immediately preceding the Determination Date, but only if,
in the case of this clause (ii), the Executive had performed services for, or
had significant contact with, such client; and;


(3)           (i)
any prospective client to whom the Company had made a formal presentation at
any time during the one-year period immediately preceding the Date of
Termination or, if the Executive’s employment shall not have terminated, during
the one-year period immediately preceding the Determination Date; and (ii) any
prospective client to whom any affiliate of WPP had made a formal presentation,
in which presentation the



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Executive participated, at any time during the
one-year period immediately preceding the Date of Termination or, if the
Executive’s employment shall not have terminated, during the one-year period
immediately preceding the Determination Date.


(b)           The Executive also agrees that he
will not at any time (whether during the Term or after the termination of this
Agreement)  disclose to any person or
entity any confidential information or trade secret (except to the extent any
disclosure is required by law or legal process, provided that the Executive
furnishes the Company with advance written notice of any such requirement and
reasonably cooperates with the Company to obtain a protective order or other
reliable assurance that confidential treatment will be accorded such
information) of the Company or any affiliate of WPP (such as, without
limitation, proprietary software programs, marketing plans, media plans,
budgets, corporate policies, client preferences and policies), or any client of
the Company or any affiliate of WPP, or utilize such confidential information
or trade secret for the Executive’s own benefit, or for the benefit of third
parties and all memoranda, notes, records or other documents compiled by the
Executive or made available to the Executive pertaining to the business of the
Company or such affiliate or their clients shall be the property of the Company
and shall be delivered to the Company on the Date of Termination or at any
other time, upon the Company’s request. 
As used in this Section 8(b), the term “confidential information or
trade secret” does not include information which becomes generally
available to the public or which is otherwise in the public domain other than
by breach of this Section 8(b).


(c)           If
the Executive commits a breach, or the Company has reasonable grounds to
believe that the Executive is about to commit a breach, of any of the
provisions of Sections 8(a) or (b) above, the Company shall have the right to
have the provisions of this Agreement specifically enforced without having to
prove the inadequacy of the available remedies at law, it being acknowledged
and agreed that any such breach or threatened breach will cause irreparable
injury to the Company and that money damages will not provide an adequate
remedy to the Company.  In addition, the
Company may take all such other actions and remedies available to it under law
or in equity and shall be entitled to such damages as it can show it has
sustained by reason of such breach.


(d)           The parties acknowledge that the type
and periods of restriction imposed in the provisions of Sections 8(a) and (b)
above are fair and reasonable and are reasonably required for the protection of
the legitimate interests of the Company and the confidential information,
proprietary property and goodwill associated with the business of the Company;
and that the time, scope, geographic area and other provisions of this Section
8 have been specifically negotiated by sophisticated commercial parties, it
being understood that the clients of the Company may be serviced from any
location and accordingly it is reasonable that the restrictive covenants set
forth herein are not limited by narrow geographic area but generally by the
location of such clients and potential clients. 
If any of the covenants in Sections 8(a) or (b) above, or any part
thereof, is hereafter construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenant or covenants, which shall be given
full effect, without regard to the invalid portions.  In the event that any covenant contained in
this Agreement shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or over
too great a geographical area or by reason of its being too extensive 



 11
 









 


in any other
respect, it shall be interpreted to extend only over the maximum period of time
for which it may be enforceable and/or over the maximum geographical area as to
which it may be enforceable and/or to the maximum extent in all other respects
as to which it may be enforceable, all as determined by such court in such
action.  The existence of any claim or
cause of action which the Executive may have against the Company or any other
affiliate of WPP shall not constitute a defense or bar to the enforcement of
any of the provisions of this Agreement and shall be pursued through separate
court action by the Executive.


9.                                      Intellectual
Property


During the Term, the Executive will disclose to the
Company all ideas, proposals, inventions, designs, technical innovations,
improvements and business plans developed by him during such period which
relate directly or indirectly to the business of the Company, including,
without limitation, any process, design, innovation, operation, campaign,
product or improvement which may be patentable or copyrightable.  The Executive agrees that all patents,
copyrights, tradenames, trademarks, service marks, campaigns and business plans
developed or created by the Executive in the course of his employment
hereunder, either individually or in collaboration with others, will be deemed
works for hire and the sole and absolute property of the Company. The Executive
agrees, that at the Company’s request and cost, he will take all commercially
reasonable steps to assist the Company to secure the rights thereto to the
Company by patent, copyright or otherwise to the Company.


10.                               Enforceability


The
failure of any party at any time to require performance by another party of any
provision hereunder shall in no way affect the right of that party thereafter
to enforce the same, nor shall it affect any other party’s right to enforce the
same, or to enforce any of the other provisions in this Agreement; nor shall
the waiver by any party of the breach of any provision hereof be taken or held
to be a waiver of any subsequent breach of such provision or as a waiver of the
provision itself.


11.                               Assignment


This
Agreement may not be transferred, assigned, pledged or hypothecated by any
party hereto, other than by operation of law. 
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
successors and assigns.


12.                               Modification


This
Agreement may not be orally canceled, changed, modified or amended, and no
cancellation, change, modification or amendment shall be effective or binding,
unless in writing and signed by the parties to this Agreement.



 12
 









 


13.                               Severability;
Survival


In
the event any provision or portion of this Agreement is determined to be
invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall nevertheless be binding upon the parties
with the same effect as though the invalid or unenforceable part had been
severed and deleted.  The respective rights
and obligations of the parties hereunder shall survive the termination of the
Executive’s employment to the extent necessary to the intended preservation of
such rights and obligations.


14.                               Key
Person Insurance


The
Executive agrees that the Company shall have the right to obtain key person
insurance on the Executive with the Company as the sole beneficiary
thereof.  The Executive shall (a)
reasonably cooperate fully in obtaining such insurance; (b) sign any reasonably
necessary consents, applications and other related forms or documents; and (c)
take any reasonably required medical examinations.


15.                               Notices


Any
notice, request, instruction or other document to be given hereunder by any
party hereto to another party shall be in writing and shall be deemed effective
(a) upon personal delivery, if delivered by hand; or (b) three days after the
date of deposit in the mails, postage prepaid if mailed by certified or
registered mail; or (c) on the next business day, if sent by facsimile
transmission or prepaid overnight courier service, and in each case, addressed
as follows:


If to the Executive:
to the Executive’s home address as set forth in the Company’s records.


with a copy to:


Clifford
Chance US LLP


31
West 52nd Street


New
York, NY 10019


Attention:
Craig Medwick, Esq. and Andrew Oringer, Esq.


Fax: (212) 878-8375


If to the Company:


24/7 Real Media, Inc.


c/o WPP Group USA, Inc.


125 Park Avenue


New York, New York 10017


Attention: Chief Financial
Officer


Fax: (212) 632-2222



 13
 









 


with a copy to:


Davis & Gilbert LLP


1740 Broadway


New York, New York 10019


Attention:  Curt C. Myers, Esq.


Fax:  (212) 468-4888


Any party may
change the address to which notices are to be sent by giving notice of such
change of address to the other party in the manner herein provided for giving
notice.


16.                               Applicable
Law and Jurisdiction


(a)           All questions concerning the construction, interpretation
and validity of this Agreement, and all matters relating hereto, shall be
governed by and construed and enforced in accordance with the laws of the State
of New York, without giving effect to any choice or conflict of law provision
or rule (whether in the State of New York or any other jurisdiction) that would
cause the application of the laws of any jurisdiction other than the State of
New York.


(b)           Each
of the parties hereto hereby irrevocably and unconditionally submits, for
itself and its property, to the exclusive jurisdiction of any New York state
court or federal court of the United States of America sitting in the State of
New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or for recognition or enforcement
of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York state court or, to
the extent permitted by law, in such federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


17.                               No
Conflict


The
Executive represents and warrants that he is not subject to any agreement,
instrument, order, judgment or decree of any kind, or any other restrictive
agreement of any character, which would prevent him from entering into this
Agreement or which would be breached by the Executive upon his performance of
his duties pursuant to this Agreement.


18.                               Entire
Agreement


This
Agreement represents the entire agreement between the Company and the Executive
with respect to the subject matter hereof, and all prior agreements, plans and
arrangements (including, without limitation, all prior equity and cash
compensation arrangements) relating to the employment of the Executive by the
Company are nullified and superseded hereby (including, without limitation,
that certain Amended and Restated 



 14
 









Employment
Agreement, dated as of March 14, 2006, by and between the Company and the
Executive).


19.                               Headings


The
headings contained in this Agreement are for reference purposes only and shall
not affect the meaning or interpretation of this Agreement.


20.                               Withholding


The
Company may withhold from any amounts payable under this Agreement such federal,
state or local taxes as shall be required to be withheld pursuant to any
applicable law or regulation.


21.                               Counterparts


This
Agreement may be executed in two or more counterparts, all of which taken
together shall constitute one instrument. 
Facsimile counterparts to this Agreement shall be acceptable and
binding.


22.                               No
Strict Construction


The language used in this
Agreement will be deemed to be the language chosen by the Executive and the
Company to express their mutual intent, and no rule of law or contract
interpretation that provides that in the case of ambiguity or uncertainty a
provision should be construed against the draftsperson will be applied against
either the Executive or the Company.


23.          Delay in Payment


All payments and benefits under this Agreement shall
be made and provided in a manner that is intended to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”), to the
extent applicable.  Notwithstanding any
provision in this Agreement to the contrary, any payment otherwise required to
be made hereunder to the Executive at any date as a result of the termination
of the Executive’s employment shall be delayed for such period of time as may
be necessary to meet the requirements of Section 409A(a)(2)(B)(i) of the
Code.  On the earliest date on which such
payments can be made without violating the requirements of Section
409A(a)(2)(B)(i) of the Code, there shall be paid to the Executive, in a single
cash lump sum, an amount equal to the aggregate amount of all payments delayed
pursuant to the preceding sentence (such payments being, the “Delayed
Payments”).  To the extent the
Company earns interest on the Delayed Payments during the period such payments
are delayed, then the Executive shall be entitled to interest on the Delayed
Payments for such period at a rate equal to the lesser of (x) the rate of
interest earned by the Company on the Delayed Payments during such period; or
(y) 5% per annum.



 15
 









 


24.                               D&O Insurance


During
the Term, the Executive shall be covered under the directors and officers
insurance policy maintained for the benefit of directors and officers of United
States affiliates of WPP, in accordance with the terms of such policy as in
effect from time to time. The Company shall not exclude the Executive from any
general corporate indemnity coverage which may be expressly granted by the
Company to other senior executives of the Company.


25.                               Stock
Options; Restricted Stock


This
Section 25 shall confirm the following treatment of restricted stock and stock options
granted under one or more of the Company’s stock incentive plans (“Company
Plans”) held at the Effective Time that will be rolled over into restricted
WPP ADRs and options to purchase WPP ADRs, as the case may be, in connection
with the transactions contemplated by the Merger Agreement:


(a)                                  Restricted
Stock


(i)            Restrictions
on restricted stock that is unvested shall not lapse upon the change in control
occurring in connection with the Merger Agreement.


(ii)           Restrictions
on each outstanding share of restricted stock shall continue to lapse (i.e.,
the shares shall continue to vest) in accordance with the schedule based on the
anniversary date or performance targets previously provided to the Executive
(provided that the performance targets for restricted stock granted during 2007
shall be as set forth on Exhibit B, with appropriate adjustments if the Search
Business or any portion thereof is transferred from the Company or any business
line or unit is transferred into the Company).


(iii)          Restrictions
on each outstanding share of restricted stock shall not lapse (i.e., the
restricted stock shall not vest) upon any termination of employment (regardless
of the reason therefor), except in the event of a termination of employment:
(A) by the Company without Cause or by the Executive for Good Reason, provided
that the Date of Termination is prior to the expiration of the Second Year; or
(B) by virtue of the Executive’s death or disability (as defined in Section 7).


(b)                                 Stock
Options


(i)            Stock
options that are unvested shall not vest upon the change in control occurring
in connection with the Merger Agreement.


(ii)           Stock
options shall continue to vest in accordance with the schedule based on the
anniversary date or performance targets previously provided to the Executive.



 16
 









 


(iii)          Unvested
stock options shall not vest upon any termination of employment (regardless of
the reason therefor), except in the event of a termination of employment: (A)
by the Company without Cause or by the Executive for Good Reason, provided that
the Date of Termination is prior to the expiration of the Second Year; or (B)
by virtue of the Executive’s death or disability (as defined in Section 7).


The terms Cause
and Good Reason shall have solely the meanings ascribed to such terms in this Agreement.


26.                               Termination of Merger Agreement


In the event that the Merger Agreement is
terminated pursuant to Article 11 thereof, then this Agreement shall become
null and void.


* * * *


Signature
Page Follows



 17














 


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


	
  

  	
   

  	
  24/7 REAL MEDIA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ David J.
  Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  David J. Moore

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jonathan
  Hsu

  	
   

  
	
   

  	
   

  	
   

  	
  Jonathan Hsu

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 











 


Exhibit A


GROSS PROFIT BONUS FOR 2007


Executive has a target gross
profit bonus compensation of $200,000 (“Target Gross Profit Bonus”) during  calendar year 2007.  The quarterly gross profit bonus (“Quarterly
Gross Profit Bonus”) will be determined by the following formula:


	
  Actual
  Company

        Quarterly
  Gross Profit      

  Annual
  Company

  Gross
  Profit Goal

  	
  X

  	
  Target
  Gross Profit Bonus

  	
  =

  	
  Quarterly
  Gross Profit Bonus

  



 


For  calendar year 2007, the Annual Company Gross
Profit Goal equals $92,994,741.  The
Quarterly Gross Profit Bonus shall be paid quarterly, within 45 days after the
end of each calendar quarter. The Executive shall not be entitled to amounts in
excess of 150% of the Target Gross Profit Bonus in the aggregate for the 2007
calendar year.


EBITDA BONUS FOR 2007


Executive has a target
EBITDA bonus compensation of $100,000 (“Target EBITDA Bonus”) during  calendar year 2007.  The annual EBITDA bonus (“Annual EBITDA
Bonus”) will be determined by the following formula:


 


	
  Actual
  Company

        Annual
  EBITDA      

  Annual
  Company

  EBITDA Goal

  	
  X

  	
  Target
  EBITDA Bonus

  	
  =

  	
  Annual
  EBITDA Bonus

  



 


For  calendar year 2007, the Annual Company EBITDA
Goal equals $32,339,242.  EBITDA
Percentage is defined as Actual Company Annual EBITDA divided by Annual Company
EBITDA Goal.  Notwithstanding the
foregoing, (a) if the EBITDA Percentage is above 120%, the Executive will be
paid the Target EBITDA Bonus multiplied by 120%, and (b) no Annual EBITDA Bonus
will be paid if the EBITDA Percentage is less than 80%.  The Annual EBITDA Bonus shall be paid
annually.


All amounts set forth in
this Exhibit A shall be determined by the Chief Financial Officer of WPP Group
plc (or his designee) (the “WPP CFO”). 
In the absence of manifest error,
any such determination approved by the WPP CFO shall be final and binding on
the Executive and the Company.


 











 


Exhibit B


2007 Company Performance
Restricted Stock (“Performance Shares”) shall be tied to the Company’s
achievement of the performance targets set forth below in two components in
calendar year 2007: 2/3rd gross profit and 1/3rd pro forma operating profit (“PFOP”), as
follows: (1) for gross profit and PFOP, the Performance Shares shall be paid as
to 100% of the target if the Company achieves at least 100% of the target
component; (2) the Performance Shares shall be reduced if the Company achieves
less than 100% of any target component (for example, if the Company achieves
90% of the targeted gross profit and 100% of the targeted PFOP, the Executive
would receive 93% of his Performance Shares (.90*2/3 + 1.00*1/3)); provided,
however, that with respect to the PFOP component, the Company’s actual PFOP
must be at least 80% of the target PFOP for any Performance Shares to be paid
under the PFOP component.


Performance Shares shall vest as follows: 25% on
the date that the Company’s financial results for the 2007 calendar year are
finalized and completed; 25% on January 1, 2009; and 50% on January 1, 2010.


For calendar year 2007, (a) the Company’s gross
profit target is $92,994,741; and (b) the Company’s PFOP target is $32,339,242.


The Chief Financial Officer (or his designee) of
WPP Group plc shall determine if performance targets are achieved, which
determinations, absent manifest error, shall be final and binding.


 











 


Annex
A


General
Release


1.             For and in consideration of the
severance payments and other benefits provided in Section 6(d) of the
Employment Agreement, dated May 17, 2007 (the “Employment Agreement”),
by and between 24/7 Real Media, Inc. (the “Company”) and myself, and
other good and valuable consideration, I, for and on behalf of myself and my
heirs, administrators, executors, and assigns, effective the date hereof, do
hereby fully and forever release, remise and discharge the Company, its
successors and assigns, and the direct and indirect parents, subsidiaries and
affiliates of the Company, together with their respective officers, directors,
partners, shareholders, members, managers, employees and agents (collectively,
the “Group”), from any and all Claims (as defined below) which I had,
may have had, or now have against the Company and/or any other member of the
Group, for or by reason of any matter, cause or thing whatsoever, including any
Claim arising out of or attributable to my employment or the termination of my
employment with the Company, including but not limited to Claims of breach of
contract, wrongful termination, unjust dismissal, defamation, libel or slander,
or under any federal, state or local law dealing with discrimination based on
age, race, sex, national origin, handicap, religion, disability or sexual
preference, other than (i) Claims (as defined below) under this Release; (ii)
Claims for amounts due under Section 6(d) of the Employment Agreement; (iii)
Claims for indemnification, if any such rights were expressly granted to me,
and for directors and officers insurance; and (iv) Claims under the Restricted
Stock Plan (as defined in the Employment Agreement) in which I participated
while employed by the Company, in accordance with, and subject to, the terms of
such plan.  This release of Claims
includes, but is not limited to, all Claims arising under  Title
VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil
Rights Act of 1991, the Family Medical Leave Act, the Equal Pay Act, the New
York Human Rights Law, the New York City Administrative Code and all other
federal, state and local labor and anti-discrimination laws, the common law and
any other purported restriction on an employer’s right to terminate the employment
of employees.   As used in this Release,
the term “Claims” shall include all claims, covenants, warranties,
promises, undertakings, actions, suits, causes of action, obligations, debts,
attorneys’ fees, accounts, judgments, losses and liabilities, of whatsoever
kind or nature, in law, equity or otherwise.


2.             I specifically release all Claims
under the Age Discrimination in Employment Act (the “ADEA”) relating to
my employment and its termination.


3.             I represent that I have not filed
or permitted to be filed against the Group, individually or collectively, any
lawsuits involving any Claims and I covenant and agree that I will not do so at
any time hereafter with respect to the subject matter of this Release and
Claims released pursuant to this Release (including, without limitation, any
Claims relating to the termination of my employment), except as may be
necessary to enforce this Release or pursue Claims permitted hereby, to obtain
benefits described in or granted under this Release, or to seek a determination
of the validity of the waiver of my rights under the ADEA.  Except as otherwise provided in the preceding
sentence, I will not voluntarily participate in any judicial proceeding of any
nature or description against any member of the Group that in any way involves
the 


 











 


allegations and facts that I
could have raised against any member of the Group as of the date hereof.


4.             I am specifically agreeing to the
terms of this Release because the Company has agreed to pay to me money and
other benefits to which I am not otherwise entitled under the Company’s
policies, and has provided such other good and valuable consideration as
specified herein.  The Company has agreed
to provide this money and other benefits because of my agreement to accept it
in full settlement of all possible Claims I might have or ever had, and because
of my execution of this Release.


5.             Upon termination of my employment,
I agree to return to the Company all Company property, including without
limitation, mailing lists, reports, files, memoranda, records, computer
hardware, software, credit cards, door and file keys, computer access codes or
disks and instructional manuals, and other physical or personal property which
I received or prepared or helped prepare in connection with my employment with,
and pertaining to the business of, the Company, and that I will not retain any
copies, duplicates, reproductions or excerpts thereof.


6.             I acknowledge that I have read this
Release in its entirety, fully understand its meaning and am executing this
Release voluntarily and of my own free will with full knowledge of its
significance.  I acknowledge and warrant
that I have had the opportunity to consider for twenty-one (21) days the terms
and provisions of this Release and that I have been advised by the Company to
consult with an attorney prior to executing this Release.  I shall have the right to revoke this Release
for a period of seven (7) days following my execution of this Release, by
giving written notice of such revocation to the Company.  This Release shall not become effective until
the eighth day following my execution of it (the “Effective Date”).


7.             I agree to maintain the
confidentiality of this Release, and to refrain from disclosing or making
reference to its terms except as required by law or with my accountant or
attorney and I reaffirm and agree to abide by the provisions of Section 8 of
the Employment Agreement.


8.             I agree that I shall not make, or
cause to be made, any statement or communicate any information (whether oral or
written) that disparages or reflects negatively on the Company or any member of
the Group.  The Company agrees that it
shall distribute a memo to its top ten senior executives directing such
executives not to make, or cause to be made, any statement or communicate any
information (whether oral or written) that disparages or reflects negatively on
you.  In addition, and notwithstanding
anything to the contrary in this paragraph 8, this paragraph 8 shall not be
construed to preclude you from making statements with respect to the advantages
of doing business with a particular entity rather than the Company or another
member of the Group.


9.             The Company shall be entitled to
have the provisions of paragraphs 3, 5, 7 and 8 specifically enforced through
injunctive relief, without having to prove the inadequacy of the available
remedies at law, it being acknowledged and agreed that such breach will cause
irreparable injury to the Company and that money damages will not provide an
adequate remedy to the Company.  In addition,
in the event that I breach any of the provisions of this Release (and 


 











 


in addition to any other
legal or equitable remedies the Company may have), the Company shall be
entitled to cease making any of the payments or providing any of the benefits
referred to in paragraph 1 above; provided that such payments or benefits shall
be made to the extent required by a final and binding determination of a court
of law.  Any such action permitted to the
Company by this paragraph 9 shall not affect or impair any of my obligations
under this Release, including without limitation, the release of claims in
paragraph 1 hereof.


10.           In the event that any one or more of
the provisions of this Release is held to be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions will not
in any way be affected or impaired thereby. 
Moreover, if any one or more of the provisions contained in this Release
is held to be excessively broad as to duration, scope, activity or subject,
such provisions will be construed by limiting and reducing them so as to be
enforceable to the maximum extent compatible with applicable law.


11.           Nothing herein shall be deemed to
constitute an admission of wrongdoing by the Company or any member of the Group
or by me.  Neither this Release nor any
of its terms shall be used as an admission or introduced as evidence as to any
issue of law or fact in any proceeding, suit or action, other than an action to
enforce this Release.


12.           The terms of this Release and all
rights and obligations of the parties thereto, including its enforcement, shall
be interpreted and governed by the laws of the State of New York, without
regard to the choice of law provisions of New York law, to the extent such
provisions require the application of the laws of any other jurisdiction.




	
  

  	
   

  	
   

  
	
   

  	
   

  	
  [Executive]

  
	
   

  	
   

  	
   

  
	
  Date:

  	
    

  	
   

  	
    

  	
   

  	
  , 20

  	
    

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged and Agreed to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  24/7 REAL MEDIA, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title: