executed
and Executive has hereunto set his hand as of the date first set forth above.
24/7 REAL MEDIA, INC.
By:
/s/ Jonathan K. Hsu
Jonathan K. Hsu
Executive Vice President and
Chief Executive Officer
EXECUTIVE
/s/ David J. Moore
David J. Moore
EXHIBIT A
BASE SALARY:
The Company shall pay Executive a base salary at a rate of $300,000.00 per annum
(the "Base Salary"). Annual increases in Base Salary shall be at least 3.0%,
effective the first day of each calendar year.
TARGET BONUSES:
The total amount of the target bonuses set forth in this Exhibit A shall not be
decreased from year to year; provided, that, target bonus levels and the factors
on which they are payable may be adjusted from year to year by agreement of the
parties hereto to reflect the Company's new budget for each year.
REVENUE BONUS
Executive has a target revenue bonus compensation of $133,333.33 ("Target
Revenue Bonus") during FY2006. The quarterly revenue bonus ("Quarterly Revenue
Bonus") will be determined by the following formula:
Actual Company
Quarterly Revenue
X
Target Revenue Bonus
=
Quarterly Revenue Bonus
Annual Company
Revenue Goal
The Quarterly Revenue Bonus shall be paid quarterly, within 45 days after the
end of each quarter.
GROSS PROFIT BONUS
Executive has a target gross profit bonus compensation of $133,333.33 ("Target
Gross Profit Bonus") during FY2006. The quarterly gross profit bonus ("Quarterly
Gross Profit Bonus") will be determined by the following formula:
Actual Company
Quarterly Gross Profit
X
Target Gross Profit Bonus
=
Quarterly Gross Profit Bonus
Annual Company
Gross Profit Goal
The Quarterly Gross Profit Bonus shall be paid quarterly, within 45 days after
the end of each quarter.
A-I
EBITA BONUS
Executive has a target EBITDA bonus compensation of $133,333.33 ("Target EBITDA
Bonus") during FY2006. The annual EBITDA bonus ("Annual EBITDA Bonus") will be
determined by the following formula:
Actual Company
Annual EBITDA
X
Target EBITDA Bonus
=
Annual EBITDA Bonus
Annual Company
EBITDA Goal
EBITDA Percentage is defined as Actual Company Annual EBITDA divided by Annual
Company EBITDA Goal. If the EBITDA Percentage is above 120%, Executive will be
paid the Target EBITDA Bonus multiplied by 120%. No bonus will be paid if the
EBITDA Percentage is less than 80%. The Annual EBITDA Bonus shall be paid
annually, upon completion of the annual company audit.
A-II
EXHIBIT B
NON-COMPETITION
AND
NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT
NON-COMPETITION AND NON-DISCLOSURE AND DEVELOPMENTS AGREEMENT (the "Agreement")
dated March [
], 2006 between 24/7 Real Media, Inc., a Delaware corporation
(the "Company"), with a place of business at 132 W.31st Street, 9th Floor, New
York, NY 10001, and David J. Moore ("Executive").
WHEREAS, the Company sells Internet advertising on behalf of affiliated Web
sites and offers email and customer management services (the "Business"); and
WHEREAS, the Company has developed certain proprietary information in the course
of growing its Business; and
WHEREAS, Executive acknowledges the proprietary nature of the Company's
information and recognizes that Company would be irreparably damaged if
Executive were to