September 29 2004 8K Exhibit 10.1





                                                          Exhibit 10.1



AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment
Agreement (the "Agreement") is effective as of July 1, 2004
(the "Effective Date") by MarketWatch, Inc. (the "Company")
and Lawrence S. Kramer (the "Executive").  This Agreement supercedes
and replaces all previous agreements between the Company and Executive (the
"parties") with regard to its subject matter. 


	Term of Employment.  The Company shall continue to employ Executive
for a period of three years following the Effective Date, unless earlier
terminated pursuant to Sections 7 or 8 (such term being hereinafter referred to
as the "Employment Period").

	Title; Duties.  The Executive shall serve as Chief Executive Officer
of the Company reporting to the Board of Directors of the Company or similar
governing body of the Company (the "Board"), provided, however, that
the Board shall be permitted to appoint any person to the position of President,
with duties and responsibilities inherent in such position, without breaching
this Agreement.  Executive shall perform those duties and responsibilities
inherent in the position of Chief Executive Officer, including such duties and
responsibilities as the Board shall reasonably assign.  Executive shall serve
the Company faithfully and to the best of his ability in such capacity, devoting
his full business time, attention, knowledge, energy and skills to such
employment; provided, however, the Company acknowledges that Executive may serve
on the board of directors of other companies with the prior approval of the
Board.  Executive shall not engage in other employment during the Employment
Period.  Executive shall travel as reasonably required in connection with the
performance of his duties hereunder.

	Board Position.  Executive currently serves as Chairman of the
Company's Board.  During the Employment Period, the Company shall use its best
efforts to continue to nominate and elect Executive as a director, and Executive
shall serve in such capacity without additional consideration. 

	Compensation. The Company shall pay, and Executive shall accept, as
full consideration for his services hereunder, compensation consisting of the
following:


	Base Salary.  Executive shall receive a base salary of $350,000 per
year ("Base Salary") during the Employment Period.  Base Salary is
payable in installments in accordance with the Company's normal payroll
practices, less such deductions or withholdings as are required by law.  The
Company shall review Executive's Base Salary on an annual basis, and may
increase Executive's Base Salary in its sole discretion.

	Bonus.  During the Employment Period, Executive shall be eligible for
an annual target bonus (the "Target Bonus") equal to one year of
Executive's Base Salary, calculated in accordance with the specifications on
Exhibit A attached hereto.

	Equity Grants.  Subject to approval by the Compensation Committee,
the Executive shall be granted (a) an option to purchase 200,000 shares of
the Company's common stock with an exercise price per share equal to the fair
market value of the Company's common stock as of the date of the grant (the
"New Option") and (b) 85,000 shares of restricted stock of the
Company (the "Restricted Shares").  The New Option and Restricted
Shares will be issued under the Company's 2004 Stock Incentive Plan (the
"Plan").


	New Option.  If granted, the New Option shall vest and become
exercisable as to one-third of the total shares subject to the New Option on
each of the first two anniversaries of the Effective Date, and as to the
remaining one-third of the total shares subject to the New Option on June 30,
2007, contingent upon Executive's continued employment with the Company on such
dates.

	Restricted Shares.  The Restricted Shares shall vest upon the earlier
of (i) achievement of the following performance objectives or (ii) the
fifth anniversary of the date of grant, contingent upon Executive's continued
employment with the Company on such date(s).  25% of the Restricted Shares shall
vest if the Company achieves Earnings Per Share ("EPS") by the end of
fiscal year 2005 that equals or exceeds the target EPS approved by the Board at
its strategic planning meeting for fiscal year 2005.  An additional 25% of the
Restricted Shares shall vest if the Company achieves EPS by the end of fiscal
year 2006 that equals or exceeds the target EPS approved by the Board at its
strategic planning meeting for fiscal year 2006.  The remaining 50% of the
Restricted Shares shall vest at the end of fiscal year 2007 if the Company
achieves EPS by the end of fiscal year 2007 that equals or exceeds the target
EPS approved by the Board at its strategic planning meeting for fiscal year
2007.

Executive shall be eligible to receive periodic equity grants, awarded at the
Compensation Committee's discretion in amounts based upon the competitive
marketplace and the performance of Executive and the Company, including grants
consistent with the Company's practices with respect to awarding equity grants
to other executives.  Such equity participation shall be in vehicles of the
Compensation Committee's choosing including, but not limited to, performance
shares, restricted stock, stock options and stock appreciation rights payable in
stock.

	Benefits.  Subject to all applicable eligibility requirements and
legal limitations, Executive will be able to participate in any and all 401(k),
vacation, medical, dental, life and long-term disability insurance and/or other
benefit plans which from time to time may be established for other employees of
the Company. 

	Reimbursement of Expenses.  The Company will reimburse Executive for
all reasonable travel, entertainment and other expenses incurred or paid by the
Executive in connection with, or related to, the performance of his duties,
responsibilities or services under this Agreement, subject to reasonable review
by the Board or its compensation committee, if applicable. 

	Benefits Upon Termination of Employment Period. 

	Disability.  In the event of the permanent disability (as hereinafter
defined) of Executive during the Employment Period, the Company shall have the
right, upon written notice to Executive, to terminate Executive's employment
hereunder, effective upon the 30th calendar day following the giving
of such notice (or such later day as shall be specified in such notice).  Upon
the effective date of such termination:  (i) the Company shall have no
further obligations hereunder, except to pay and provide, subject to applicable
withholding, (A) all amounts of Base Salary accrued, but unpaid, at the
effective date of termination, (B) Executive's Target Bonus for the year in
which such disability occurs, and (C) all reasonable unreimbursed business-
related expenses; (ii) any outstanding, unvested options to acquire shares
of the Company's common stock ("Options") held by Executive on the
date of such termination shall be deemed to vest on a monthly basis (with
1/36th of the total number of shares subject to each outstanding
Option vesting for each month of continued employment of Executive) and such
Options shall immediately vest and become exercisable to the extent that such
Options would have vested if Executive had remained employed during an
additional 12 months measured from the termination date and shall remain
exercisable for the periods specified in the relevant option agreements;
and (iii) Executive shall have no further obligations hereunder other
than those provided for in Sections 10, 11 and 12 hereof. All amounts
payable to Executive pursuant to this Section 7.1 shall be payable within
30 days following the effectiveness of the termination of Executive's
employment.  For purposes of this Agreement, "permanent disability"
shall be defined as any physical or mental disability or incapacity which
renders Executive incapable in any material respect of performing the services
required of him in accordance with his obligations under Section 2 for a
period of 180 consecutive days, or for 180 days in any 360-day period. 

	Death.  In the event of the death of Executive during the Employment
Period, this Agreement shall automatically terminate and the Company shall have
no further obligations hereunder, except to pay and provide to Executive's
beneficiary or other legal representative, subject to applicable withholding,
(i) all amounts of Base Salary and bonus accrued but unpaid at the date of
death and (ii) all reasonable unreimbursed business-related expenses. All
amounts payable to Executive pursuant to this Section 7.2 shall be payable
within 30 days following the date of death. 

	Termination Without Cause or Resignation for Good Reason.  In the
event Executive's employment with the Company is terminated by the Company
without Cause (as defined below in Section 7.3(a)) or by Executive for Good
Reason (as defined below in Section 7.3(b)), the Company shall pay
Executive all amounts of Base Salary accrued but unpaid on the date of
termination, and any accrued but unused vacation time.  In addition, Executive
shall be eligible to receive the following severance benefits ("Severance
Benefits"):  (i) severance payments equal to 18 months of Executive's
then-applicable Base Salary, payable in equal monthly installments
("Severance Period"); (ii) 1.5 times the Target Bonus for the
year in which such termination occurs; (iii) any outstanding Options held by
Executive on the date of such termination shall be deemed to vest on a monthly
basis (with 1/36th of the total number of shares subject to each
outstanding Option vesting for each month of continued employment of Executive)
and such Options shall immediately vest and become exercisable to the extent
that such Options would have vested if Executive had remained employed during
the Severance Period, and shall remain exercisable for the periods specified in
the relevant option agreements.  Executive's eligibility for the
foregoing Severance Benefits is conditioned on (a) Executive having first
signed a release of claims in a form provided by the Company, and
(b) Executive's agreement not to perform services as an employee or
consultant for any of the following entities during the Severance Period:
Bloomberg, Reuters, Dow Jones, CNN Money, Street.com, Briefing.com, MSNBC.com,
or Thomson (including their affiliates and joint ventures).  If Executive
engages in such activity during the Severance Period, all payments and benefits
immediately shall cease, and Executive shall be given a period of 30 days
thereafter to exercise any vested Options.  If Executive becomes eligible for
Change of Control Severance Benefits under Section 8.1 below, Executive
shall not be eligible for the foregoing Severance Benefits.


	Definition of Cause.  For purposes of this Agreement,
"Cause" shall be limited to:

	Executive's willful failure to substantially perform his duties hereunder,
other than a failure resulting from his complete or partial incapacity due to
physical or mental illness or impairment, which failure is not cured within
thirty days after written notice to Executive from the Company;
	A material and willful violation of a federal or state law or regulation
applicable to the business of the Company or that adversely affects the image of
the Company;
	Commission of a willful act by Executive which constitutes gross misconduct
and is injurious to the Company;
	Executive's willful breach of a material provision of this Agreement, which
breach is not cured within thirty days after written notice to Executive from
the Company;
	A willful act of dishonesty, fraud or embezzlement in connection with
Executive's duties; or
	Conviction of a felony.



	Definition of Good Reason.  Executive's termination shall be for
"Good Reason" if Executive provides written notice to the Company of
the Good Reason within thirty days of the event constituting Good Reason and
provides the Company with a period of twenty days to cure the event constituting
Good Reason, but the Company fails to cure the Good Reason within that period.
For purposes of this Agreement, "Good Reason" shall mean any of the
following events: 

	A material adverse change in Executive's duties and responsibilities as
Chief Executive Officer, causing them to be of materially less stature or
responsibility, without Executive's consent;
	An adverse change in Executive's job title as Chief Executive Officer or a
change in Executive's reporting relationships that results in Executive no
longer reporting directly to the Board of Directors;
	A reduction in Executive's Base Salary or Target Bonus, without Executive's
consent;
	A relocation of Executive's principal place of employment by more than fifty
miles without Executive's consent; or
	The failure of a successor entity to assume the Company's obligations under
this Agreement upon a Change in Control (as defined below).




Executive's replacement as the Company's Chairman shall not constitute
"Good Reason" for purposes of this Agreement.

	Termination for Cause or Resignation Without Good Reason.  If the
Employment Period is terminated for Cause or if Executive voluntarily terminates
his employment other than for Good Reason, the Company shall pay any Base Salary
and Bonus fully earned and unpaid on the date of termination, and thereafter all
obligations of the Company shall cease.

	Change of Control Benefits.

	Termination Following a Change of Control.  In the event the Company
terminates Executive without Cause, or Executive resigns with Good Reason,
within 90 days prior to a Change of Control or within six (6) months following a
Change of Control, the Company shall pay Executive all amounts of Base Salary
accrued but unpaid on the date of termination, and any accrued but unused
vacation time, upon the termination date.  In addition, Executive shall be
eligible to receive the following enhanced severance benefits ("Change of
Control Severance Benefits"):  (i) severance payments equal to 24
months of Executive's then-applicable Base Salary, payable in equal monthly
installments ("Change of Control Severance Period"); (ii) the
Target Bonus for each full year of the Change of Control Severance Period; and
(iii) the unvested portion of any outstanding Options or Restricted Shares
held by Executive on the date of such Change in Control shall immediately vest
and become exercisable in full, and shall remain exercisable for the periods
specified in the relevant option agreements.  Executive's eligibility for the
foregoing Change of Control Severance Benefits is conditioned on
(a) Executive having first signed a release of claims in a form provided by
the Company, and (b) Executive's agreement not to perform services as an
employee or consultant for any of the following entities during the Severance
Period:  Bloomberg, Reuters, Dow Jones, CNN Money, Street.com, Briefing.com,
MSNBC.com, or Thomson (including their affiliates or joint ventures).  If
Executive engages in such activity during the Change of Control Severance
Period, all payments and benefits immediately shall cease, and Executive shall
be given a period of 30 days thereafter to exercise any vested Options.

	Definition of Change of Control.  The term "Change of
Control" shall mean: 

	The sale, lease, conveyance, liquidation or other disposition of all or
substantially all of the Company's assets as an entirety or substantially as an
entirety to any person, entity or group of persons; or
	Any transaction or series of related transactions (as a result of a tender
offer, merger, consolidation or otherwise) that results in any Person (as
defined in Section 13(h)(8)(E) under the Securities Exchange Act of 1934)
becoming the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934), directly or indirectly, of more than 50% of
the aggregate voting power of all classes of common equity securities of the
Company, except if such Person is (i) a subsidiary of the Company,
(ii) an employee stock ownership plan for employees of the Company, or
(iii) a company formed to hold the Company's common equity securities, and
whose shareholders constituted, at the time such company became such holding
company, substantially all the equity owners or shareholders of the Company..





	Tax Determinations.  In the event that the severance and other
benefits provided to Executive pursuant to this Agreement and any other
agreement, benefit, plan, or policy of the Company (i) constitute
"parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), and
(ii) but for this Section 9, such severance and benefits would be
subject to the excise tax imposed by Section 4999 of the Code, then
Executive's severance and other benefits under this Agreement and any other
agreement, benefit, plan, or policy of the Company shall be payable either:
(a) in full; or (b) as to such lesser amount which would result in no
portion of such severance and other benefits being subject to excise tax under
Section 4999 of the Code, whichever of the foregoing amounts, taking into
account the applicable federal, state and local income taxes and the excise tax
imposed by Section 4999, results in the receipt by Executive on an after-tax
basis, of the greatest amount of severance and other benefits under this
Agreement and any other agreement, benefit, plan, or policy of the Company.


Unless the Company and Executive otherwise agree in writing, any
determination required under this Section 9 shall be made in writing by
independent public accountants agreed to by the Company and Executive (the
"Accountants"), whose determination shall be conclusive and binding
upon Executive and the Company for all purposes.  For purposes of making the
calculations required by this Section 9, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code.  The Company and Executive shall
furnish to the Accountants such information and documents as the Accountants may
reasonably request in order to make a determination under this Section 9.
The Company shall bear all costs the Accountants may reasonably incur in
connection with any calculations contemplated by this Section 9. 

	Dispute Resolution.  Executive and the Company agree that any
dispute, controversy or claim between them shall be settled exclusively by final
and binding arbitration in accordance with the National Rules for the Resolution
of Employment Disputes of the American Arbitration Association (the "AAA
Rules").  A neutral and impartial arbitrator shall be chosen by mutual
agreement of the parties or, if the parties are unable to agree upon an
arbitrator within a reasonable period of time, then a neutral and impartial
arbitrator shall be appointed in accordance with the arbitrator nomination and
selection procedure set forth in the AAA Rules.  The arbitrator shall apply the
same substantive law, with the same statutes of limitations and remedies, that
would apply if the claims were brought in court.  The arbitrator also shall
prepare a written decision containing the essential findings and conclusions
upon which the decision is based.  Either party may bring an action in court to
compel arbitration under this Agreement or to enforce an arbitration award.
Otherwise, neither party shall initiate or prosecute any lawsuit in any way
related to any claim subject to this agreement to arbitrate.  Any arbitration
held pursuant to this paragraph shall take place in San Francisco, California.
The Company shall pay the costs of the arbitrator.  If, for any legal reason, a
controversy or claim between the parties cannot be arbitrated as provided in
this Section 10, the parties agree that any civil action shall be brought
in the United States District Court for the Northern District of California or,
only if there is no basis for federal jurisdiction, in the Superior Court of the
State of California in and for the City and County of San Francisco.  The
parties further agree that any such civil action shall be tried to the court,
sitting without a jury. 

	Cooperation with the Company After Termination of the Employment
Period.  Following termination of the Employment Period, Executive shall
fully cooperate with the Company in all matters relating to the winding up of
his pending work on behalf of the Company and the orderly transfer of any such
pending work to other employees of the Company as may be designated by the
Company. 

	Confidentiality; Return of Property; Non-Solicitation Of Employees.


	Executive acknowledges that during the Employment Period he will receive
confidential information from the Company and subsidiaries of the Company and
the respective customers thereof (each a "Relevant Entity").
Accordingly, the Executive agrees that during the Employment Period (as it may
be extended from time to time) and thereafter for a period of two years, the
Executive and his affiliates shall not, except in the performance of his
obligations to the Company hereunder or as may otherwise be approved in advance
by the Company, directly or indirectly, disclose or use (except for the direct
benefit of the Company) any confidential information that he may learn or has
learned by reason of his association with any Relevant Entity.  Upon termination
of this Agreement, the Executive shall promptly return to the Company any and
all properties, records or papers of any Relevant Entity, that may have been in
his possession at the time of termination, whether prepared by the Executive or
others, including, but not limited to, confidential information and keys.  For
purposes of this Agreement, "confidential information" includes all
data, analyses, reports, interpretations, forecasts, documents and information
concerning a Relevant Entity and its affairs, including, without limitation with
respect to clients, products, policies, procedures, methodologies, trade secrets
and other intellectual property, systems, personnel, confidential reports,
technical information, financial information, business transactions, business
plans, prospects or opportunities, (i) that the Company reasonably believes
are confidential or (ii) the disclosure of which could be injurious to a
Relevant Entity or beneficial to competitors of a Relevant Entity, but shall
exclude any information that (x) the Executive is required to disclose
under any applicable laws, regulations or directives of any government agency,
tribunal or authority having jurisdiction in the matter or under subpoena or
other process of law, (y) is or becomes publicly available prior to the
Executive's disclosure or use of the information in a manner violative of the
second sentence of this Section 12.1, or (z) is rightfully received by
Executive without restriction or disclosure from a third party legally entitled
to possess and to disclose such information without restriction (other than
information that he may learn or has learned by reason of his association with
any Relevant Entity). For purposes of this Agreement, "affiliate"
means any entity that, directly or indirectly, is controlled by, or under common
control with, the Executive.  For purposes of this definition, the terms
"controlled" and "under common control with" means the
possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of such person, whether through the ownership of
voting stock, by contract or otherwise. 
	For a period of one year following the termination of Executive's employment
with the Company for any reason, he will not, without the Company's express
written consent, either on his own behalf or on behalf of another,
(a) solicit any of the Company's customers, clients, members, business
partners or suppliers, or (b) solicit or otherwise induce any person
employed by the Company to terminate his or her employment.



	General.  


	Indemnification.  In the event Executive is made, or threatened to be
made, a target, subject, witness or party to any civil, criminal or
administrative action, proceeding or investigation by reason of the fact that
Executive is or was a director or officer of the Company, or serves or served
any other corporation fifty percent (50%) or more owned by the Company in any
capacity at the Company's request, or serves or served as a director of any
other corporation at the Company's request, or serves or served as a fiduciary
of any ERISA plan at the Company's request, Executive shall be indemnified by
the Company for all amounts paid as a fine or settlement or judgment, and the
Company shall pay without any undertaking the Executive's defense costs when and
as incurred, all to the fullest extent permitted by law. 

	Waiver.  Neither party shall, by mere lapse of time, without giving
notice or taking other action hereunder, be deemed to have waived any breach by
the other party of any of the provisions of this Agreement. Further, the waiver
by either party of a particular breach of this Agreement by the other shall
neither be construed as nor constitute a continuing waiver of such breach or of
other breaches by the same or any other provision of this Agreement. 

	Severability.  If for any reason a court of competent jurisdiction or
arbitrator finds any provision of this Agreement to be unenforceable, the
provision shall be deemed amended as necessary to conform to applicable laws or
regulations, or if it cannot be so amended without materially altering the
intention of the parties, the remainder of the Agreement shall continue in full
force and effect as if the offending provision were not contained herein. 

	Notices.  All notices and other communications required or permitted
to be given under this Agreement shall be in writing and shall be considered
effective upon personal service or upon transmission of a facsimile or the
deposit with Federal Express or in Express Mail and addressed to the Board of
the Company at its principal corporate address, and to Executive at his most
recent address shown on the Company's corporate records, or at any other address
which he may specify in any appropriate written notice to the Company. 

	Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which taken
together constitutes one and the same instrument and in making proof hereof it
shall not be necessary to produce or account for more than one such counterpart.


	Entire Agreement.  The parties hereto acknowledge that each has read
this Agreement, understands it, and agrees to be bound by its terms.  The
parties further agree that this Agreement shall constitute the complete and
exclusive statement of the agreement between the parties and supersedes all
proposals (oral or written), understandings, representations, conditions,
covenants, and all other communications between the parties relating to the
subject matter hereof. 

	Governing Law.  This Agreement shall be governed by the law of the
State of California. 

	Assignment and Successors.  The Company shall have the right to
assign its rights and obligations under this Agreement to an entity which
acquires substantially all of the assets of the Company, whether by merger or
otherwise.  The rights and obligations of the Company under this Agreement shall
inure to the benefit and shall be binding upon the successors and assigns of the
Company. 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.


 

MARKETWATCH.COM, INC.


/s/ Kathy Yates

Kathy Yates

President and Chief Operating Officer


 

EXECUTIVE 


/s/ Lawrence S. Kramer

Lawrence S. Kramer

 

Exhibit A

BONUS SPECIFICATIONS

Executive's Target Bonus shall be divided into four equal components:
(1) Company achievement of its annual revenue target, as established by the
Board ("Company Revenue Achievement"); (2) Company achievement of
its annual target of EBITDA, as established by the Board ("Company EBITDA
Achievement"); (3) Company achievement of its annual free cash flow
target, as established by the Board ("Company Free Cash Flow
Achievement"); and (4) the average percentage of MBO achievement by
Executive's direct reports for that fiscal year.

For each fiscal year of the Employment Term, the Board shall establish target
performance levels for Company Revenue Achievement, Company EBITDA Achievement,
and Company Free Cash Flow Achievement.  Each bonus component shall be assigned
a value of 25 points for achievement of the target performance level.
Therefore, Executive shall be eligible to receive 100% of his Target Bonus if he
earns 100 bonus points, or a lesser or greater percentage based on the number of
bonus points earned.
Bonus Achievement Targets for Fiscal Year 2004



The target performance levels established by the Board for fiscal year
2004 are set forth below.  New target performance levels will be established by
the Board for each subsequent fiscal year:

	
Company Revenue Achievement for FY 2004
	
Points

	
Under $* million
	
0

	
$* million-$* million
	
10

	
>$* million-$* million
	
20

	
>$* million-$* million-Target
	
25

	
Over $* million
	
30





	
Company EBITDA Achievement for FY 2004
	
Points

	
Under $* million
	
0

	
$* million-$* million
	
10

	
>$* million-$* million
	
20

	
>$* million-$* million-Target
	
25

	
Over $* million
	
30





	
Company Free Cash Flow Achievement for FY 2004
	
Points

	
Under $* million
	
0

	
$* million-$* million
	
10

	
>$* million-$* million-Target
	
25

	
Over $* million
	
30



4)Executive shall be awarded up to 25 points based on the average
percentage of MBO achievement by Executive's direct reports.  For example, if
the average MBO achievement of Executive's direct reports is 75%, Executive
shall receive 18.75 points (or 75% of 25 points).