Prepared by MERRILL CORPORATION




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Vicinity
Corporation

370 San Aleso Avenue

Sunnyvale, California 94085 


October 24,
2001 



PERSONAL & CONFIDENTIAL  


Mr. Daniel
Shapero 


    Re:  Amended and Restated Executive Employment Agreement


Dear
Dan: 


    You
and Vicinity Corporation, a Delaware corporation ("Vicinity" or the "Company"), are
parties to an Executive Employment Agreement dated April 24, 2001 (the "Original Agreement"), which sets forth, among other things, the terms of
your employment with Vicinity. This Amended and Restated Executive Employment Agreement (this "Agreement") supersedes the Original Agreement and any
other agreement or policy to which Vicinity is a party with respect to any compensation and benefits payable to you. 


    Please
review this Agreement, co-sign and date the Agreement below the Company's signature, and return it to us to confirm that this Agreement reflects our agreement
regarding the terms, mutual promises and covenants applicable to your employment by Vicinity. 



 1.  EMPLOYMENT BY THE COMPANY  




    (a) Position and Duties. Subject to terms set forth herein, the Company agrees to employ you in the position of Vice
President, Marketing and you hereby accept such employment. You shall serve in an executive capacity and shall perform such duties as are customarily associated with the position of Vice President,
Marketing and such other duties as are assigned to you by the Chairman of the Board of Directors (the "Board"), the Chief Executive Officer (once
appointed) and the Chief Operating Officer. You will report to the Chairman (pending appointment of a Chief Executive Officer). During the term of your employment with the Company, you will devote
your best efforts and substantially all of your business time and attention (except for vacation periods as set forth herein and reasonable periods of illness or other incapacities permitted by the
Company's general employment policies) to the business of the Company. 


    (b) Employment at Will. Both the Company and you shall have the right to terminate your employment with the Company at
any time, with or without Cause (defined below), and without prior notice. Without limiting the generality of the immediately preceding sentence, you expressly acknowledge that your employment is
being commenced at a time that the Company has an immediate short-term need and that your tenure may be relatively short in tenure. If your employment with the Company is terminated by the
Company without Cause, you will be eligible to receive the severance benefits to the extent provided in Section 3 of this Agreement. For the purposes of this Agreement,
"Cause" means: 



     (i) your
intentional action or failure to act that was performed in bad faith and to the material detriment of the business of the Company; 


    (ii) your
intentional refusal or failure to act in accordance with any lawful and proper direction or order of the Chairman of the Board, Chief Executive Officer, Chief
Operating Officer or the Board; 



    (iii) your
willful and habitual neglect of your duties of employment; 


    (iv) your
violation of any noncompetition or noninterference agreement that you enter into with the Company; or 


    (v) your
conviction of a felony crime involving moral turpitude; 






 

provided, however, that if any of the foregoing events under clauses (i), (ii), (iii) or (iv) above is capable of being cured, the Company
shall provide written notice to you describing the nature of such event and you shall thereafter have five business days to cure such event. 


    (c) Employment Policies. The employment relationship between the parties shall also be governed by the general
employment policies and practices of the Company, including those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ
from, or are in conflict with, the Company's general employment policies or practices, this Agreement shall control. 



 2.  COMPENSATION  




    (a) Base Salary. You shall receive for services to be rendered hereunder a monthly base salary of $18,000, subject to
applicable tax withholding and payable on the regular payroll dates of the Company. 


    (b) Bonus. During the period of your employment with the Company and subject to the Company's achievement of performance
objectives, you shall receive a quarterly bonus in an amount equal to 50% of the base salary paid to you during such quarter. These performance objectives shall be agreed upon by you and the Chairman
of the Board and reduced to writing at a later date. The determination of whether such performance objectives have been achieved shall be made by the Board in good faith. Any such bonus paid to you by
the Company shall be subject to applicable tax withholding. 


    (c) Standard Company Benefits. You shall be entitled to all rights and benefits for which you are eligible under the
terms and conditions of the standard Company benefits and compensation practices that may be in effect from time to time and are provided by the Company to its executive employees generally. The
Company shall reimburse you for your reasonable travel expenses incurred in connection with your employment by the Company, including appropriate lodging while you are in Northern California. 


    (d) Stock Options.



     (i) The
Company has granted to you non-qualified stock options to purchase an aggregate of 84,000 shares of the Company's common stock, par value $.001 per
share (the "Common Stock") pursuant to a Stock Option Agreement (the "Existing Stock Option"). The
shares subject to the Existing Stock Option shall vest on the one year anniversary of your date of employment with the Company; provided, however, that
if your employment is terminated prior to the one year anniversary of your date of employment with the Company by the Company without Cause, then there nonetheless shall be vested a number of options
representing 7,000 shares multiplied by the number of full months of service by you (defined as each 30-day anniversary of the commencement of your employment);  provided, further, that (i) if your employment is terminated prior to the one year anniversary of
your date of employment with the Company by the Company without Cause but after January 31, 2002, and (ii) you have provided reasonable cooperation in transition matters with the new
Vice President, Marketing, any remaining unvested shares subject to the Existing Stock Option as of the date of the termination of your employment shall continue to vest at a rate of 7,000 shares per
month on each monthly anniversary of your date of employment with the Company until all of the shares subject to the Existing Stock Option are vested. 


    (ii) The
Company will grant to you additional non-qualified stock options to purchase an aggregate of 21,000 shares of the Company's Common Stock in
accordance with the Company's 2000 Equity Participation Plan (the "New Option"). The exercise price of the New Option shall be $1.38 (representing the
actual closing price on October 11, 2001, the date approved by the Board of Directors), and 100% of the shares subject to the New Option shall vest completely on July 31, 2002 if
(A) you are still employed as the Vice President, Marketing on July 31, 2002, or if (B) your 



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employment with the Company is terminated by the Company without Cause prior to such date, or if (C) the Company has hired a permanent Vice President, Marketing prior to such date and you have
provided reasonable cooperation in transition matters with the new Vice President, Marketing. Notwithstanding the foregoing, 100% of the shares subject to the New Stock Option will vest on
January 1, 2004, if you are still serving as Vice President, Marketing on such date. 


    (iii) Once
vested, these options shall be exercisable for a period of five years from the date of grant, regardless of whether your employment with the Company is
earlier terminated. In the event that your employment with the Company is terminated for any Cause, all unvested options shall be cancelled. 


 3.  SEVERANCE BENEFITS; RELEASE  




    (a) Severance Benefits. If your employment with the Company is terminated by the Company other than for Cause, or if you
terminate your employment with the Company on or after January 31, 2002, or in
the event of your death or permanent incapacity, (i) you shall receive (a) any monthly base salary that has accrued but is unpaid as of the date of such termination, (b) any bonus
to which you are entitled to receive pursuant to Section 2(b) in connection with the Company's prior achievement of performance objectives, and (c) any business expenses incurred in
accordance with Company policy and accrued but unreimbursed at the time of termination, and (ii) the Company shall continue to pay your monthly base salary of $13,000 for a period of two months
after the date of termination of your employment. In the event that (x) you terminate your employment with the Company prior to January 31, 2002, or (y) your employment with the
Company is terminated by the Company for Cause, you or your estate shall receive (a) any monthly base salary that has accrued but is unpaid as of the date of such termination and (b) any
bonus to which you are entitled to receive pursuant to Section 2(b) in connection with the Company's prior achievement of performance objectives. 


    (b) Release. Upon the termination of your employment by the Company other than for Cause, and prior to the receipt of
any benefits under Section 3(a) (except pursuant to clause (i) of the first sentence thereof), you shall execute a Release (the "Release")
in the form attached hereto as Exhibit A. Such Release shall specifically relate to all of your rights and claims in existence at the time of
such execution. It is understood that you have a certain period to consider whether to execute such Release, and you may revoke such Release within seven (7) business days after execution. In
the event you do not execute such Release within the applicable period, or if you revoke such Release within the subsequent seven (7) business day period, none of the aforesaid benefits shall
be payable under this Agreement. 


    (c) Mitigation. You shall not be required to mitigate damages or the amount of any payment provided under this Agreement
by seeking other employment or otherwise, nor shall the amount of any payment provided for under this Agreement be reduced by any compensation earned by you as a result of employment by another
employer or by any retirement benefits received by you after the date of termination of your employment with the Company. 


    (d) Exclusive Severence Benefits. This Section 3 shall constitute the sole benefits payable to you upon
termination of employment, notwithstanding any contrary Company policy, oral statement, written statement or other communication. 



 4.  NON-SOLICITATION COVENANT  




    You hereby agree that you shall not, during the term of this Agreement and for 12 months after the termination of your employment, solicit or influence
or attempt to influence any client, customer or other person either directly or indirectly, to direct his or its purchase of the Company's products and/or services to any person, firm, corporation,
institution or other entity in competition with the business of 


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the Company without the prior written consent of the Company's Board of Directors, which it may grant or withhold in its sole discretion. 



 5.  GENERAL PROVISIONS  




    (a) Waiver. If either party should waive any breach of any provisions of this Agreement, it shall not thereby be deemed
to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 


    (b) Complete Agreement. This Agreement, Exhibit A hereto, the
Existing Stock Option and the New Stock Option constitute the entire agreement between you and the Company and are the complete, final, and exclusive embodiment of their agreement with regard to this
subject matter. They are entered into without reliance on any promise or representation other than those expressly contained herein or therein, and they cannot be modified or amended except in a
writing signed by both parties. Any and all prior agreements, understandings or representations relating to your employment with the Company, including the Original Agreement, are hereby terminated
and cancelled in their entirety and are of no further force or effect. 


    (c) Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures
of more than one party, but all of which taken together will constitute one and the same Agreement. 


    (d) Successors and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and
the Company, and their respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties hereunder and you may not assign any of your rights
hereunder, without the written consent of the Company, which shall not be withheld unreasonably. 


    (e) Arbitration. Unless otherwise prohibited by law or specified below, all disputes, claims and causes of action, in
law or equity, arising from or relating to this Agreement or its enforcement, performance, breach, or interpretation shall be resolved solely and exclusively by final and binding arbitration held in
San Francisco County, California through Judicial Arbitration & Mediation Services/Endispute ("JAMS") under the then existing JAMS arbitration
rules. However, nothing in this section is intended to prevent either patty from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Each
party in any such arbitration shall be responsible for its own attorneys' fees, costs and necessary disbursement; provided, however, that if one party
refuses to arbitrate and the other party seeks to comply arbitration by court order, if such other party prevails, it
shall be entitled to recover reasonable attorneys' fees, costs and necessary disbursements. Pursuant to California Civil Code Section 1717, each party warrants that it was represented by
counsel in the negotiation and execution of this Agreement, including the attorneys' fees provision herein. 


    (f)  Attorneys' Fees. If either party hereto brings any action to enforce rights hereunder, each party in any such
action shall be responsible for its own attorneys' fees and costs incurred in connection with such action. 



    (g) Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be
governed by the law of the State of California. 


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    Please indicate your acceptance of the terms of this Agreement by execution below. 



	 	 	Very truly yours,
	

 	
 	
VICINITY CORPORATION

a Delaware corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Ronald Smith
 Chairman of the Board of Directors
	

Accepted and agreed:	
 	

 	
 	

 
	
EXECUTIVE	
 	

 	
 	

 
	

 Daniel Shapero	
 	

 	
 	

 




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Exhibit A  


 
 

RELEASE
  (INDIVIDUAL TERMINATION)    
  


    Certain capitalized terms used in this Release are defined in the Executive Employment Agreement (the
"Agreement") which I have executed and of which this Release is a part. 


    I
hereby confirm my obligations under any proprietary information and inventions or similar agreement of the Company. 


    I
acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows: 



    "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor."




    I
hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may
have against the Company. 


    Except
as otherwise set forth in this Release, in consideration of benefits I will receive under the Agreement, I hereby release, acquit and forever discharge the Company, its parents
and subsidiaries, and their officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action,
costs, expenses, attorneys' fees, damages, indemnities and obligations of every kind and nature in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed
(other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements,
events, acts or conduct at any
time prior to and including the date I execute this Release, including but not limited to all such claims and demands directly or indirectly arising out of or in any way connected with my employment
with the Company or the termination of that employment, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to
salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of
compensation, claims pursuant to any federal, state or local law or cause, of action, including but not limited to the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in
Employment Act of 1967, as amended ("ADEA"); the federal Employee Retirement Income Security Act of 1974, as amended, the federal Americans with
Disabilities Act of 1990, the California Fair Employment and Housing Act, as amended, tort law, contract law, statutory law, common law, wrongful discharge, discrimination fraud, defamation, emotional
distress, and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any
way to release the Company from its obligation to indemnify me pursuant to the Company's indemnification obligation pursuant to agreement or applicable law. 


    I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Agreement for the
waiver and release in the preceding paragraph hereof is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by
the ADEA, that: (A) my waiver and release do not apply to any rights or claims that may arise on or after the date I execute this Release; (B) I have the right to consult with an
attorney prior to executing this Release; (C) I have twenty-one (21) days to consider this Release (although I may choose to voluntarily execute this Release earlier);
(D) I have seven (7) days following the execution of this Release by the patties to 


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revoke the Release; and (E) this Release shall not be effective until the date upon which the revocation period has expired, which shall be the eighth (8th) day after this Release is executed
by me. 



	

 	
 	

 
	 	 	
 Daniel Shapero
	

 	
 	

Date:	
 	

 
	 	 	 	 	





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