Common use of Base Salary, Bonus and Benefits Clause in Contracts

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 per annum. (the "BASE SALARY"). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be payable in equal Monthly or Bi-Monthly installments. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated executives of Company are generally eligible, (ii) participate in all group insurance plans, including, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (f) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's ’s base salary shall be no less than $200,000 240,000 per annum. , or such higher rate as the Board or Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARY"“Base Salary”). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary which salary shall be payable in equal Monthly such installments as is customary for other senior executives of the Company. The Executive shall be entitled to take four (4) weeks of paid vacation annually. The Board or Bi-Monthly installmentsCompensation Committee shall conduct a review of the Executive’s Base Salary on an annual basis. In addition, during During the Employment Period, the Executive shall also be entitled to (i) participate in all employee the standard benefit programs plans available to the Company’s employees generally, in accordance with the terms and published bonus programs for which other similarly situated executives conditions of Company are generally eligible, (ii) participate such plans as in all group insurance plans, including, but not limited effect from time to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinaftertime. (b) Executive is hereby granted three shall be eligible to receive, in addition to the Base Salary, an annual bonus (3the “Bonus”) Weeks vacation for services rendered during each calendar year in the Employment Period. The amount of this contractBonus, pro-rated for partial years if any, payable in respect of employment, to any calendar year will be taken determined based on the achievement of performance goals established by him at the Board or Compensation Committee within the first 90 days of such times and dates, and year. The target Bonus in such number respect of consecutive days as may be reasonably agreed to between himself and each calendar year (the CEO “Target Bonus Percentage”) will equal 40% of the base salary paid or payable to the Executive for such year. (i) Notwithstanding anything to the contrary in this Section 3(b), the Bonus payable with respect to 2005 shall be $96,000, provided the Executive remains employed with the Company in light of through the business needs applicable payment date. (ii) The Bonus, if any, payable with respect to a calendar year shall be paid within thirty (30) days following the rendering of the Company. Notwithstanding ’s audited financial statements for the foregoingrelevant calendar year, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled subject to receive an extra week of vacation in Executive’s continued employment with the second year of this AgreementCompany through such payment date. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's ’s policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable ’s requirements with respect to reporting and documentation of such expenses. (fd) The Company shall deduct from any payments to be made by it to or on behalf of the Executive under this Agreement any amounts required to be withheld in respect of any Federalfederal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, and (iii) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 2 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled eligible to participate in Company's 2005 Executive such bonus plan for senior management as may be adopted for any fiscal year by the Board or the Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options Committee thereof (the "OPTIONSBonus Plan"). The Company may also award to the Executive from time to time stock options or other equity based incentive awards under the Company's Amended and Restated 1999 Stock Option Plan (the "Stock Plan") to purchase 50,000 shares of and the Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLANEquity Plan"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (fd) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 110,000.00 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, (iii) to participate in the Company's Non-Qualified Employee Stock Option Plan as amended, revised or terminated from time to time by the Board of Directors, and (iiiiv) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 3 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled to participate in Company's 2005 Executive Compensation the Management Committee Bonus Plan as described in Schedule Apublished by the Company and amended from time to time. The amount of the bonus, attached heretoif any, to be paid shall be reviewed by the Compensation Committee on an annual basis. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (fd) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first Employment Period, Executive’s base salary shall be $750,000 per annum or such higher rate as the Employer may determine from time to time based upon annual performance and salary reviews to be conducted during the Employment Period (the “Base Salary”). Executive’s Base Salary shall be payable by the Employer in accordance with its applicable general payroll practices. (b) During the Employment Period, Executive shall participate in an annual bonus plan with a target annual bonus award at least equal to Executive’s Base Salary (the “Target Bonus”), prorated for any partial calendar year of employment. Any annual bonus due Executive (the “Annual Bonus”), shall be paid on or after January 1 of the year after the year to which the bonus relates, but prior to March 15 of such year. An award of the Annual Bonus is within the discretion of the Employer; however, should (i) the Employer meet 80% of its budgeted EBITDA (as defined by GAAP and consistent with the Employer’s practice) for the related year or (ii) the Employer maintain the Exelon Contract with projected revenue of no less than $200 million for such year, Executive shall be entitled to receive no less than the Target Bonus. The Annual Bonus is not considered earned or accrued until paid and, except as otherwise provided herein, Executive must remain employed by the Employer through the date on which the Annual Bonus is paid to be considered eligible to receive such Annual Bonus. (c) During the Employment Period, Executive shall be entitled to participate, in all of the Employer’s employee benefit programs for which senior executive employees of the Employer are generally eligible, subject to the terms and conditions of each such program as may be in effect from time to time. (d) During the Employment Period, the Executive's base salary Employer shall be no less than $200,000 per annum. (the "BASE SALARY"). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be payable in equal Monthly or Bi-Monthly installments. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated executives of Company are generally eligible, (ii) participate in all group insurance plans, including, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall promptly reimburse the Executive for all reasonable business-related expenses incurred by him in the course of performing his duties and responsibilities under this Agreement and which are consistent with the Company's Employer’s policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's Employer’s reasonable requirements in effect from time to time with respect to reporting and documentation of such expenses. Executive shall be entitled to first class travel and accommodations and reasonable use of private aircraft to the extent such is business- related and such expense is within the pre-determined expense budget of the Employer. The amount of reimbursable expenses incurred in one year shall not affect the amount of reimbursable expenses in a different calendar year and such reimbursement shall not be subject to liquidation or exchange for another benefit. (e) The Employer’s parent, Allied Power Holdings, LLC (the “Parent”) has established the Series C Profits Interests Plan (the “Profits Interests Plan”) and pursuant to the Series C Profits Interests Award Agreement dated the Effective Date between the Parent and Allied Management Holdings, LLC (of which Executive is a member) (the “Award Agreement”), Allied Management Holdings, LLC (i) has been awarded 350 Series C Profits Interests (as defined in the Profits Interests Plan) for the benefit of Executive and (ii) is entitled to participate in the Profits Interest Plan at a level of 35% of the Profits Interests Plan Pool (as defined in the Profit Interests Plan) for the benefit of Executive, subject to the terms and conditions of the Award Agreement. The selection of other participants and their respective levels of participation in the Profits Interests Plan shall be in the sole discretion of the Employer after consultation with Executive. Executive has intervened in and executed concurrently herewith the Award Agreement, a copy of which is being attached hereto as Exhibit A. (f) The Company All amounts payable to Executive as compensation under this Section 3 shall deduct be subject to all required withholdings by the Employer. (g) Executive shall be entitled to accrue five (5) weeks of vacation time during each calendar year of the Employment Period, to be taken when the business needs of the Employer so permit, and if not taken in any such calendar year, may be carried over to the next succeeding year; provided, however, that the maximum carryover from any payments to be made by it one (1) calendar year to the next shall not exceed an aggregate of five (5) weeks such that at no point will Executive under this Agreement any amounts required to be withheld in respect have more than ten (10) weeks of any Federal, state or local income or other taxesaccrued vacation.

Base Salary, Bonus and Benefits. (a) During Subject to the first year terms of this Agreement, in consideration of Executive’s agreements contained herein, for the Employment Periodperiod beginning on the Start Date, the Executive's ’s base salary shall be no less than $200,000 190,025 per annum. annum (the "BASE SALARY"“Base Salary”). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary which shall be payable in equal Monthly installments during the year in accordance with the Company’s normal payroll schedule and shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and social security taxes. The Board shall evaluate the Base Salary annually and make such changes to the Base Salary as it deems are appropriate, but in no event shall the Base Salary be less than $190,025. (b) Executive shall be eligible for the opportunity to earn annual performance bonuses in an amount up to 100% of Base Salary (with a target bonus equal to 60% of Base Salary), based on the achievement of such targets as shall be established, in accordance with the Company’s annual bonus program. Executive must remain employed by the Company on the payment date of any such bonus in order to receive any such bonus. Subject to the terms of the actual bonus plan, any bonus thereunder is payable in cash on or Bi-Monthly installmentsafter January 1 and no later than April 15 of the calendar year following the applicable fiscal year with respect to such bonus. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated executives of Company are generally eligible, (ii) participate in all group insurance plans, including, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in all retirement, disability, pension, savings, life, health, medical, dental, insurance and other fringe benefits or plans of the Company generally available to executive employees of the Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (dc) During the Employment Period, the Company will grant upon the Executive options (submission of proper substantiation by the "OPTIONS") to purchase 50,000 shares of Company's Common StockExecutive, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable business expenses actually and necessarily paid or incurred by him in the course of performing his duties under this Agreement which are consistent with and pursuant to the business of the Company's , in accordance with Company policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject relating to the Company's reasonable requirements with respect to reporting and documentation reimbursement of such business expenses. (fd) The Executive shall be entitled to four weeks of vacation during the first year of employment and five weeks of vacation during each year of employment thereafter, consistent with Company shall deduct from any payments policy and to be made by it taken at times which do not unreasonably interfere with the performance of Executive’s duties hereunder. Unused vacation time shall be treated in accordance with the Company’s policies in effect from time to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxestime.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 250,000 per annum. annum or such higher rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, (iii) reimbursement from the Company or its designee of up to $1,000 per full calendar month to be used by the Executive solely for expenditures relating to the leasing, maintenance and other related costs of an automobile to be used by the Executive solely in performing his duties under this Agreement, and (iiiiv) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 2 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled to participate receive a bonus, if any, with respect to each full calendar year occurring during the Employment Period, commencing with the calendar year ending December 31, 1999, such bonus, if any, to be paid in a lump sum following the end of the calendar year with respect to which such bonus is payable (such bonus to be paid at the same time bonuses are to be paid to other senior executives of the Company's 2005 ). The bonus for any calendar year of the Employment Period shall be in an amount not to exceed 35% of the Base Salary for such calendar year, subject to and based upon the achievement by the Company and the Executive of certain performance targets and/or criteria to be specified by the Board. The performance targets and/or criteria for 1999 shall be disclosed to the Executive within 30 days of the Effective Date, and for each succeeding year of this Agreement shall be disclosed during the first quarter of each such year. The amount of the bonus, if any, to be paid shall be reviewed by the Compensation Plan as described in Schedule A, attached heretoCommittee on an annual basis. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for (i) all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses, (ii) any co-pay and/or deductible amounts paid by the Executive in connection with the insurance plans in which the Executive participates pursuant to paragraph (a) above and (iii) the cost of Executive's long term disability insurance coverage as in effect on the Effective Date, and any equivalent replacement thereof. (fd) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes. (e) The Company will grant the Executive options (the "Options") to purchase such number of shares of Class A Common Stock, $.01 par value (the "Class A Common"), of the Company pursuant to the Company's 1999 Stock Option Plan (the "Option Plan") as shall be determined by the Board. The Options will be evidenced by a Stock Option Agreement between the Executive and the Company. The Option Plan and the Stock Option Agreement will contain all of the terms and conditions of the Executive's Options.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 400,000 per annum. annum or such higher rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, and (iii) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 2 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled eligible to participate in Company's 2005 Executive such bonus plan for senior management as may be adopted for any fiscal year by the Board or the Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options Committee thereof (the "OPTIONSBonus Plan"). The Company may also award to the Executive from time to time stock options or other equity based incentive awards under the Company's Amended and Restated 1999 Stock Option Plan (the "Stock Plan") to purchase 50,000 shares of and the Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLANEquity Plan"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (fd) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 250,000 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, and (iii) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 2 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled eligible to participate in Company's 2005 Executive such bonus plan for senior management as may be adopted for any fiscal year by the Board or the Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options Committee thereof (the "OPTIONSBonus Plan"). The Company may also award to the Executive from time to time stock options or other equity based incentive awards under the Company's Amended and Restated 1999 Stock Option Plan (the "Stock Plan") to purchase 50,000 shares of and the Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLANEquity Plan"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (fd) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of Employment Period, Executive’s total bas salary shall be $473,000 per annum or such greater amount as the Board shall determine, from time to time, in its sole discretion (the “Base Salary”), which salary shall be payable in regular installments in accordance with the Company’s general payroll practical and shall be subject to customary withholding. The Company will review the Executive’s total base salary annually. (b) During the Employment Period, the Executive's base salary Executive shall be no less than $200,000 per annum. eligible to receive an annual (based on the Company’s fiscal year) bonus of up to 66-2/3% of his Base Salary (the "BASE SALARY"“Bonus”). During The Bonus shall be based upon the first Company’s annual financial results, as reflected in its audited financial statements, and shall consist of a cash payment payable within thirty (30) days after the completion of the Company’s audited annual financial statements. The Bonus shall be determined as follows: Within a mutually agreeable time period prior to the beginning of each fiscal year of employment under this Agreementthe Company, Executive shall submit to the Board for its approval the Company’s operational plan, including a fiscal budget, for the next fiscal year of the Company. The Board shall establish financial targets and set conditions each year based on the approved operational plan (a “Bonus Plan”). The financial targets and conditions established for Executive's Base Salary may ’s Bonus shall be reviewed consistent with those established for other senior executives of the Company. Executive shall receive the percentage of the maximum Bonus specified by the applicable Bonus Plan, depending on whether the Company attains all or a portion of the financial targets established, and meets all of the conditions set under such Bonus Plan for that year. Any of the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary ’s financial results that are used to calculate a Bonus shall be reviewed taken only from the Company’s audited financial statements for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be payable in equal Monthly or Bi-Monthly installments. In addition, during applicable year. (c) During the Employment Period, the consistent with past custom and practice, Executive shall be entitled to (i) participate in all of the Company Group’s employee benefit programs and published bonus programs for which other similarly situated executives senior executive employees of the Company Group are generally eligible, including, if offered by the Company to such executives, medical surgical, hospitalization, dental, worker’s compensation insurance and disability converge, (ii) participate in all group insurance plansfour (4) weeks of paid vacation each year (which shall include $5,000 paid to Executive for an annual comparative shopping trip for research and development purposes to be taken during such vacation), includingwhich if not taken may not be carried forward to any subsequent year, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken the payment by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under member of the Greenfield Online 2004 Equity Incentive Plan Company Group as the Bard shall determine to the Executive of a car allowance of $1,000 a month, plus reimbursement of all reasonable, documented expenses related to the operation of an automobile, including repairs, maintenance, insurance and registration fees, (iv) payment by the Company of the premiums on a $1 million term life insurance policy on the life of the Executive, the death benefit of which will be payable to the Estate of the Executive or his designee (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value cost of the underlying common stock on premiums thereon not to exceed $10,000 a year); provided, however, that Executive shall assist the date of issuance Company in procuring such insurance by submitting a reasonable medical examination and by filling out, executing and delivering such applications and other instruments in writing as may reasonably be required by any insurer to which the Company may apply, and (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reportedv) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source benefits as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, Board may from time to time with respect determine. The benefits described in Section 2.3(c)(i)-(v) above are collectively referred to travel, entertainment and other business expenses, subject to herein as the Company's reasonable requirements with respect to reporting and documentation of such expensesExecutive’s “Benefits. (f) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.”

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's ’s base salary shall be no less than $200,000 500,000 per annum. , or such higher rate as the Board or Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARY"“Base Salary”). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary which salary shall be payable in equal Monthly such installments as is customary for other senior executives of the Company. The Executive shall be entitled to take four (4) weeks of paid vacation annually. The Board or Bi-Monthly installmentsCompensation Committee shall conduct a review of the Executive’s Base Salary on an annual basis. In addition, during During the Employment Period, the Executive shall also be entitled to (i) participate in all employee the standard benefit programs plans available to the Company’s employees generally, in accordance with the terms and published bonus programs for which other similarly situated executives conditions of Company are generally eligible, (ii) participate such plans as in all group insurance plans, including, but not limited effect from time to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinaftertime. (b) Executive is hereby granted three shall be eligible to receive, in addition to the Base Salary, an annual bonus (3the “Bonus”) Weeks vacation for services rendered during each calendar year in the Employment Period. The amount of this contractBonus, pro-rated for partial years if any, payable in respect of employment, to any calendar year will be taken determined based on the achievement of performance goals established by him at the Board or Compensation Committee within the first 90 days of such times and dates, and year. The target Bonus in such number respect of consecutive days as may be reasonably agreed to between himself and each calendar year (the CEO “Target Bonus Percentage”) will equal 100% of the base salary paid or payable to the Executive for such year. (i) Notwithstanding anything to the contrary in this Section 3(b), the Bonus payable with respect to 2005 shall be $500,000, provided the Executive remains employed with the Company in light of through the business needs applicable payment date. (ii) The Bonus, if any, payable with respect to a calendar year shall be paid within thirty (30) days following the rendering of the Company. Notwithstanding ’s audited financial statements for the foregoingrelevant calendar year, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled subject to receive an extra week of vacation in Executive’s continued employment with the second year of this AgreementCompany through such payment date. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's ’s policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable ’s requirements with respect to reporting and documentation of such expenses. (fd) The Company shall deduct from any payments to be made by it to or on behalf of the Executive under this Agreement any amounts required to be withheld in respect of any Federalfederal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's ’s base salary shall be no less than $200,000 per annum. , or such higher rate as the Board or Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARY"“Base Salary”). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary which salary shall be payable in equal Monthly such installments as is customary for other senior executives of the Company. The Executive shall be entitled to take four (4) weeks of paid vacation annually. The Board or Bi-Monthly installmentsCompensation Committee shall conduct a review of the Executive’s Base Salary on an annual basis. In addition, during During the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated executives of Company are generally eligible, (ii) participate in all group insurance plans, including, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall also be entitled to participate in the standard benefit plans available to the Company's 2005 ’s employees generally, in accordance with the terms and conditions of such plans as in effect from time to time. Executive shall be eligible to receive, in addition to the Base Salary, an annual bonus (the “Bonus”) for services rendered during each calendar year in the Employment Period. The amount of Bonus, if any, payable in respect of any calendar year will be determined based on the achievement of performance goals established by the Board or Compensation Plan as described Committee within the first 90 days of such year. The target Bonus in Schedule A, attached hereto. respect of each calendar year (dthe “Target Bonus Percentage”) Company will grant equal 35% of the base salary paid or payable to the Executive options for such year. The Bonus, if any, payable with respect to a calendar year shall be paid within thirty (30) days following the "OPTIONS") to purchase 50,000 shares rendering of the Company's Common Stock’s audited financial statements for the relevant calendar year, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market Executive’s continued employment with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or Company through such other source as Company's board of directors deems reliablepayment date. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable and necessary expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's ’s policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable ’s requirements with respect to reporting and documentation of such expenses. (f) . The Company shall deduct from any payments to be made by it to or on behalf of the Executive under this Agreement any amounts required to be withheld in respect of any Federalfederal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 120,000 per annum. annum or such higher rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall on an annual basis and be payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, eligible (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, and (iii) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, any reimbursements, payments or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as entitlements pursuant to this Section 2 shall be made or provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and the benefits set forth in paragraph (a) above, during the employment period Employment Period, the Executive shall be entitled to participate in the Company's 2005 Executive Compensation Plan management bonus program upon the same terms and subject to the same conditions as described in Schedule A, attached heretoare applicable generally to other senior executives of the Company. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (fd) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes. (e) The Company will grant the Executive options (the "Options") to purchase such number of shares of Class A Common Stock, $.01 par value (the "Class A Common"), of the Company pursuant to the Company's 1999 Stock Option Plan (the "Option Plan") as shall be determined by the Board. The Options will be evidenced by a Stock Option Agreement between the Executive and the Company. The Option Plan and the Stock Option Agreement will contain all of the terms and conditions of the Executive's Options.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 90,000.00 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, (iii) to participate in the Company's Non-Qualified Employee Stock Option Plan as amended, revised or terminated from time to time by the Board of Directors, and (iiiiv) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 3 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the Employment Period the Executive is hereby granted three (3) Weeks vacation during each year shall be entitled to participate in the Management Committee Bonus Plan as published by the Company and amended from time to time. The amount of this contractthe bonus, pro-rated for partial years of employmentif any, to be taken paid shall be reviewed by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive Compensation Committee on an extra week of vacation in the second year of this Agreementannual basis. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in receive commissions on sales of the Company's 2005 Executive Compensation Plan products and services made by the Employee. All commissions shall be subject to the terms and provisions of the Company's Commission Policy as described in Schedule A, attached heretoamended from time to time. Commissions will not be payable on sales of new products or services made to charter clients during a new product's launch period. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (fe) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. Subject to the terms of this Agreement, in consideration of Executive’s agreements contained herein, during the Employment Period: (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 per annum. (the "BASE SALARY"). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's ’s Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein $229,750 per annum (“Base Salary Salary”), which shall be payable in equal Monthly or Bi-Monthly installments. In addition, installments during the Employment Periodyear in accordance with the Company’s normal payroll schedule and shall be subject to deductions for customary withholdings, including, without limitation, federal and state withholding taxes and payroll taxes. The Company may increase, but not decrease, the Executive’s Base Salary at any time. (b) On the last regularly schedule payroll date of each month during which the Executive is engaged as the Interim Co-Chief Executive Officer of the Company or Co-Chief Executive Officer of the Company (either for the entirety or a portion of such month), the Company shall be entitled pay to the Executive an amount equal to $15,000, less applicable withholding. For the avoidance of doubt, the payments described in this Section 2.3(b) shall (i) participate in all employee benefit programs and published bonus programs for which other similarly situated executives not be paid following the Executive’s termination of Company are generally eligibleemployment with the Company, (ii) participate not be paid upon the Company’s appointment of a permanent Chief Executive Officer in all group insurance plansreplacement of the Executive, including, but not limited to health insurance plans, available generally to other similarly situated executives of Companyas described in Section 2.4(h) below, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to shall not be taken by him at such times into account for purposes of determining the Executive’s entitlement to severance pay under Sections 2.4(c)(2) and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement2.4(d)(2) below. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 any performance bonus plan that the Company may maintain from time to time, subject to all terms and conditions of such plan and the terms of any applicable award thereunder. For purposes of the MGP Ingredients, Inc. Short-Term Incentive Plan (“Plan”), the Executive’s target bonus for each plan year in which he serves a as Co-CEO of the Company on the first day of such plan year shall be 100% of his Base Salary, provided that such target bonus shall be subject to adjustment as otherwise described in the Plan, further provided that the Executive Compensation shall continue to have a target bonus of 100% of his Base Salary under the Plan for the remainder of the plan year in which the Company appoints a permanent Chief Executive Officer in replacement of the Executive, as described in Schedule A, attached heretoSection 2.4(h). (d) Executive shall be entitled to participate in all retirement, disability, pension, savings, health, medical, dental, insurance and other fringe benefits or plans of the Company will grant generally available to executive employees of the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is in accordance with and subject to the approval by Greenfield's stockholders, at the 2005 annual meeting terms thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Executive shall be entitled to participate in any equity compensation program that the Company may maintain from time to time, subject to all terms and conditions of such plan and the terms of any applicable award thereunder. (f) Upon Executive’s submission of proper substantiation, the Company shall reimburse the Executive for all reasonable business expenses actually and necessarily paid or incurred by him in the course of performing his duties under this Agreement which are consistent with and pursuant to the business of the Company's , in accordance with Company policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject relating to the Company's reasonable requirements with respect to reporting and documentation reimbursement of such business expenses. (fg) The Company shall deduct from any payments to maintain directors and officers liability insurance in commercially reasonable amounts (as determined by the Board), and Executive shall be made by it covered under such insurance to the same extent as other executives of the Company (“D&O Insurance Policies”). Executive under shall be eligible for indemnification by the Company to the extent provided for in the Company by-laws in effect from time to time. The provisions of this Agreement any amounts required to be withheld in respect Section 2.3(f) shall survive termination of any Federal, state or local income or other taxesthis Agreement.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's ’s base salary shall be no less than $200,000 185,000 per annum. annum or such other rate as the Compensation Committee of the Parent’s board of directors (excluding the Executive if he should be a member of the Board or such Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARY"“Base Salary”). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by such Compensation Committee on an annual basis and payable in such installments as is customary for other senior executives of the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be payable in equal Monthly or Bi-Monthly installments. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated executives of the Company, and (iiiiv) receive such take 3 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 2 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled eligible to participate earn performance bonuses in Company's accordance with Greenfield’s 2005 Executive Compensation Plan as described in Schedule A, attached heretobonus plan for executives. (dc) The Company will grant the Executive options (the "OPTIONS"“Options”) to purchase 50,000 75,000 shares of the Company's ’s Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"“Equity Plan”). This grant is subject to the approval by Greenfield's ’s stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grantsthis grant, when taken into account together with all other grants committed to by the Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as the Company's ’s board of directors deems reliable. Such Options will vest according to the following vesting schedule: 2.08325% per month during each on the first anniversary of the first 12 months following the grant date of grant; and 12.5% on each subsequent six-month anniversaryanniversary of the date of grant. (ed) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's ’s policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable ’s requirements with respect to reporting and documentation of such expenses. (fe) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During Subject to the first year terms of this Agreement, in consideration of Executive’s agreements contained herein, for the Employment Periodperiod beginning on the Start Date, the Executive's ’s base salary shall be no less than $200,000 400,000 per annum. annum (“Base Salary”), which shall be payable in equal installments during the "BASE SALARY"). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by in accordance with the Company's Compensation Committee ’s normal payroll schedule and shall be subject to deductions for upward adjustment. After the first year of employment under this Agreementcustomary withholdings, including, without limitation, federal and state withholding taxes and social security taxes. (i) Executive's ’s Base Salary shall be reviewed for upward or downward adjustment as determined annually by the Compensation Committee. Subject Committee of the Company’s Board, which may, in its sole discretion, make any changes thereto. (ii) If there is a significant long-term industry disruption, the Company and Executive agree to meet in good faith and discuss whether such disruption should result in an adjustment to the contents herein Base Salary, and negotiate any such adjustment accordingly. (iii) If the Company acquires an entity using Company stock (or Company stock represents a significant portion of the purchase), and/or the Company increases in size by seventy-five percent (75%) or more due to a merger or similar form of acquisition, the Company and Executive agree to meet and negotiate in good faith and regarding any necessary adjustments to the Base Salary. Beginning November 8, 2013, Executive shall be eligible for the opportunity to earn performance bonuses in an amount up to 100% of Base Salary (with a target bonus equal to 60% of Base Salary), based on the achievement of such targets as shall be established, in accordance with the Company’s bonus program. Solely for purposes of calculating a bonus under this section, Base Salary shall be payable defined as the annual Base Salary at the start of any performance period under the program multiplied by a fraction in equal Monthly or Bi-Monthly installmentswhich the numerator is the number of months in the performance period and the denominator is twelve (12). In additionExecutive may receive a bonus in relation to the fiscal year ending December 31, 2013 that is prorated according to the number of days Executive was employed during the Employment Periodthat year. Thereafter, the if Executive was employed for less than 50% of a performance period, Executive shall not be entitled to (i) participate in all employee benefit programs and published any portion of a performance bonus programs for which other similarly situated executives that period. If Executive was employed for at least 50% of Company are generally eligible, (ii) participate in all group insurance plans, includinga performance period, but not limited to health insurance plansless than the entire period, available generally to other similarly situated executives Executive shall receive a prorated portion of Company, and (iii) receive such any bonus for that period. All payments will be paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and accordance with the CEO terms of the Company in light of the business needs of the Companyapplicable bonus plan. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in all retirement, disability, pension, savings, life, health, medical, dental, insurance and other fringe benefits or plans of the Company generally available to executive employees of the Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (db) Pursuant to the terms and conditions of a Nonqualified Stock Option Agreement (“Option Agreement”), the Company will shall grant the Executive options (the "OPTIONS") a stock option to purchase 50,000 400,000 shares of common stock of the Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is conditioned upon shareholder approval to be obtained no later than September 30, 2014, and subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value terms and conditions of the underlying common stock on Option Agreement evidencing such grant. Any inconsistencies between this Agreement and the date of issuance (which Option Agreement shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading resolved in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each favor of the first 12 months following the grant and 12.5% on each subsequent six-month anniversaryOption Agreement. (e) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (f) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During Subject to the first year terms of the Employment Period, the Executive's base salary shall be no less than $200,000 per annum. (the "BASE SALARY"). During the first year of employment under this Agreement, in consideration of Executive's ’s agreements contained herein, for the fiscal year beginning the Effective Date, Executive shall receive a Base Salary at an annual rate of One Million Dollars and No Cents ($1,000,000) (“Base Salary”), with such Base Salary payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other taxes. Executive’s Base Salary in subsequent fiscal years may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward subject to adjustment as determined by the Compensation Committee. Subject pursuant to the contents herein Base Salary shall be payable in equal Monthly or Bi-Monthly installments. In addition, during the Employment Period, the Executive shall be entitled to (iSection 2.3(h) participate in all employee benefit programs and published bonus programs for which other similarly situated executives of Company are generally eligible, (ii) participate in all group insurance plans, including, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterhereof. (b) During the Employment Period, Executive is hereby granted shall participate in, and be eligible to receive an annual bonus (an “Annual Bonus”) under, the Company’s annual incentive compensation plan, program and/or arrangements applicable to senior-level executives as established and modified from time to time by the Compensation Committee of the Board within its sole discretion. During the Employment Period, Executive shall have a target bonus opportunity under such plan or program equal to 100% of his current Base Salary and shall be based on satisfaction of performance criteria to be established by the Compensation Committee of the Board within the first three (3) Weeks vacation months of each fiscal year that begins during each year the Employment Period. Payment of this contractAnnual Bonuses, pro-rated for partial years of employmentif any, to Executive shall be taken by him made in the same manner and at such times and dates, and the same time that other senior-level executives receive their annual incentive compensation awards. Executive’s Annual Bonus in such number of consecutive days as subsequent fiscal years may be reasonably agreed subject to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled adjustment pursuant to receive an extra week of vacation in the second year of this AgreementSection 2.3(h) hereof. (c) In addition As soon as administratively practicable after Executive’s execution and delivery of this Agreement, and in partial consideration for the same, upon the Executive becoming an employee of the Company, Executive shall be granted a restricted stock unit award with respect to Five Hundred Thousand (500,000) shares of the Base Salary common stock of the Company (the “Initial Grant”), subject to a three year cliff vesting period measured from the Effective Date, under the Platform Specialty Products Corporation Amended and benefits Restated 2013 Incentive Compensation Plan (the “Equity Plan”) and subject to such additional terms and conditions as are determined by the Compensation Committee of the Board and set forth in paragraph a restricted stock unit award agreement to be entered into by and between the Company and Executive. In the event of Executive’s death, termination of Executive’s employment by the Company by reason of Executive’s Disability, or in the event Executive is terminated by the Company without Cause or quits for Good Reason: the Two Hundred Fifty Thousand (a250,000) aboverestricted stock units granted under this Section 2.3(c) which are time vested shall immediately become fully vested; the remaining Two Hundred Fifty Thousand (250,000) restricted stock units granted under this Section 2.3(c) which are performance vested shall vest on a pro rata basis by multiplying 250,000 by a fraction (1) the numerator of which is the number of days elapsed from the Effective Date to the date of termination and (2) the denominator of which is the total number of days from the Effective Date to the date on which such shares would have been fully vested if all performance targets had been met. For the avoidance of doubt, during the employment period provisions of this Section 2.3(c) shall only apply to the Initial Grant. Any additional equity awards that may be granted to Executive shall be subject to such terms and conditions as may be established by the Compensation Committee of the Board, in its sole discretion. (d) During the Employment Period, Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan all medical, dental, hospitalization, accidental death and dismemberment, disability, travel and life insurance plans, and any and all other plans as described in Schedule Aare presently and hereinafter offered by the Company to its executive personnel, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stockincluding savings, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is pension, profit-sharing and deferred compensation plans, subject to the approval by Greenfield's stockholdersgeneral eligibility and participation provisions set forth in such plans. In addition, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price you will be equal entitled to the fair market value of the underlying common stock on the date of issuance twenty (which shall be as soon as practicable after such increase20) total paid time off days annually (excluding fixed company holidays), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company During the Employment Period, Executive shall reimburse the Executive for all reasonable expenses incurred by him be eligible to participate in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally’s long term incentive plan, program and/or arrangements applicable to senior-level executives as established and as communicated to Executive, modified from time to time with respect by the Compensation Committee of the Board, within its sole discretion. Executive will be eligible to travelreceive a long term compensation award targeted to achieve a value to Executive equal to $3,000,000, entertainment on the date of grant, in the form of stock options, restricted stock units, performance shares or other forms of equity or long term incentive as determined by the Compensation Committee of the Board and other business expenseson terms to be specified by the Compensation Committee of the Board, within its sole discretion. Executive’s long term incentive opportunities in subsequent fiscal years may be subject to the Company's reasonable requirements with respect adjustment pursuant to reporting and documentation of such expensesSection 2.3(h). (f) The Executive and the Company shall deduct from any payments to be made by it will mutually agree on Executive’s relocation to the West Palm Beach, Florida area. The Executive will be eligible for the benefits outlined in the Company’s executive relocation policy. The purpose of the relocation policy is to assist the Executive with expenses associated with his relocation to West Palm Beach, Florida or the surrounding area. The Executive will be eligible to receive assistance under the Company’s executive relocation policy until his relocation is fully completed. All amounts payable under this Section 2.3(f) shall be subject to the Executive’s presentment to the Company of appropriate documentation and otherwise in accordance with the terms of the Company’s executive relocation policy. In addition, if, prior to the first anniversary of the Effective Date, the Executive is terminated by the Company for Cause or terminates his employment with the Company without Good Reason, the Executive will reimburse the Company for the full amount of the relocation expenses incurred by the Company under this Section 2.3(f). (g) Upon the Effective Date, the Company and Executive shall enter into the Company’s standard Indemnification Agreement and within 90 days after the Effective Date the Company and Executive will enter into a mutually agreed Change in Control Agreement. (h) Notwithstanding anything to the contrary in this Agreement, during the Employment Period, Executive’s Base Salary, Annual Bonus and long term incentive opportunity shall be reviewed and set annually by the Compensation Committee of the Board, within its sole discretion, but his Base Salary shall not be reduced below $1,000,000 per annum, and his annual bonus and long term incentive opportunities shall not be reduced below the levels specified in this Section 2.3 during the Employment Period, other than pursuant to any amounts required to be withheld Company-wide reductions in respect of any Federal, state or local income or other taxescompensation affecting executive level employees.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's Company shall pay Executive an annual base salary shall be no less than (“Base Salary”) of Five Hundred and Five Thousand Dollars ($200,000 per annum505,000.00) in accordance with the Company’s normal payroll practices, subject to deductions for required withholdings, including, without limitation, federal and state withholding taxes and social security taxes. (the "BASE SALARY"). During the first year of employment under this Agreement, Executive's ’s Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment increased (but not decreased) as determined recommended by the Compensation Committee of the Board (the “Compensation Committee. Subject ”) and approved by the Board based upon Executive’s performance and the Company’s performance, as determined in the sole and absolute discretion of the Compensation Committee and the Board. (b) Executive shall be entitled to the contents herein opportunity to earn annual calendar year performance bonuses, with a target cash bonus of 100% of Base Salary earned during a calendar year (“Target Bonus Amount”) in accordance with performance objectives recommended by the Compensation Committee and approved by the Board. Upon the recommendation of the Compensation Committee (in consultation with Executive) and the approval of the Board, the Executive will be able to achieve a maximum potential cash bonus of 200% of Base Salary for achievement of performance goals. It is agreed that the Executive shall receive a cash bonus prorated based on the Target Bonus Amount for 2016 of approximately One Hundred Forty Two Thousand Five Hundred Six Dollars and Eighty Four Cents ($142,506.84) no later than March 15, 2017. All bonus payments shall be subject to deductions for required withholdings, including, without limitation, federal and state withholding taxes and social security taxes. The bonus shall be payable in equal Monthly or Bi-Monthly installments. In additionthe calendar year following the calendar year in which the performance objectives for such bonus are measured, but no later than March 15 of such year. (c) Executive shall be entitled, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated executives of Company are generally eligibleretirement, (ii) participate in all group insurance plansdisability, includingsavings, but not limited to health insurance planshealth, available generally to other similarly situated executives of Companymedical, dental, insurance, paid time off, and (iii) receive such paid other fringe benefits or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs plans of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005any, he will be entitled generally available to receive an extra week of vacation in senior executives. During the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) aboveEmployment Period, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule Ainitially accrue 6.15 hours of paid time off per pay period, attached heretofor a total of 160 hours of paid time off per calendar year. (d) The Company will grant reimburse the Executive options for up to Twenty Thousand Dollars ($20,000.00) in out of pocket legal expenses for the "OPTIONS"negotiation of this Agreement. The reimbursement to be paid pursuant to this Section 1.3(d) to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is shall be subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal submission to the fair market value Company by the Executive of appropriate documentation and/or invoices in accordance with the customary procedures of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price Company for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock)expense reimbursement, as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according procedures may be revised by the Company from time to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary.time (e) The Company shall reimburse the Executive for all reasonable business expenses and any other out of pocket business expenses incurred by him in connection with the course performance of performing his duties under this Agreement which are consistent with hereunder subject to (i) such policies as the Company's policies in effect generally, and as communicated to Executive, Company may from time to time establish, and (ii) Executive furnishing the Company with respect to travel, entertainment and other business expenses, subject evidence in the form of receipts satisfactory to the Company's Company substantiating the claimed expenditures. Executive shall be reimbursed for air travel and reasonable requirements accommodations for business travel between Northern Virginia and Atlanta, Georgia, in accordance with respect to reporting and documentation of such expensesCompany policy. (f) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 125,000.00 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, (iii) to participate in the Company's Non-Qualified Employee Stock Option Plan as amended, revised or terminated from time to time by the Board of Directors, and (iiiiv) receive such take 4 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 3 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the Employment Period the Executive is hereby granted three (3) Weeks vacation during each year shall be entitled to participate in the Management Committee Bonus Plan as published by the Company and amended from time to time. The amount of this contractthe bonus, pro-rated for partial years of employmentif any, to be taken paid shall be reviewed by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive Compensation Committee on an extra week of vacation in the second year of this Agreementannual basis. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares receive commissions on sales of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies products and services made by the Employee and all commissioned sales personnel who report directly or indirectly to the Employee (including qualitative research project manager(s)), in effect generallythe amount established by the President of the Company, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to for the Company's reasonable requirements with respect to reporting and documentation first year of such expenses. (f) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.employment set at 1.25

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 150,000 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, and (iiiiv) receive such take 3 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 3 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled to participate receive performance bonuses, which for Fiscal Year 2004 at 100% of plan entitled the Executive to an annual bonus of $75,000 (pro-rated for the partial year). The Fiscal Year 2004 bonus will be calculated as set forth below. In subsequent years of the Employment Period the bonus plan (which may result in Company's 2005 Executive Compensation Plan as described in Schedule Aa higher or lower bonus potential), attached heretowill be determined within the first quarter of each fiscal year. (di) One half will be earned and paid in accordance with the terms enjoyed by other members of the senior management team. (ii) One half will be earned by achieving certain personal quarterly goals, which shall be determined in the first 30 days of your employment. This portion of your bonus will be paid within 45 days of the end of each quarter. (c) Subject to the approval of the Compensation Committee of the Board Directors, the Company will grant the Executive options (the "OPTIONSOptions") to purchase 50,000 750,000 shares of Company's Common Stock, or such other similar equity incentive permissible under $.0001 par value with an exercise price of $_____ per share, of the Greenfield Online 2004 Equity Incentive Plan Company pursuant to the GREENFIELD ONLINE, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN (the "PLANOption Plan"). This grant is subject The Options will be evidenced by a Stock Option Agreement between the Executive and the Company in a form and according to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase terms identified in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basisExhibit __ attached hereto. The Option strike price Plan and the Stock Option Agreement will contain all of the terms and conditions of the Executive's Options. As a condition to receipt of the Options the Executive will be equal required to sign a Retained Shareholder Joinder to the fair market value Company's Shareholders' Agreement dated as of the underlying common stock on the date of issuance (which shall be May 17, 1999 as soon as practicable after such increase), with reference Amended and Shareholder Joinder to the closing sale price for the Common Stock (or the closing bidCompany's Registration Rights Agreement dated as of May 17, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock)1999, as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversaryamended. (ed) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his her duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (fe) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 per annum. annum or such higher rate as the Board designates from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein The Base Salary shall be payable in equal Monthly or Bi-Monthly installmentsregular installments ----------- in accordance with the Company's general payroll practices. In addition, Following the end of the fiscal year during the Employment Period, the Board may award the Executive a bonus for such year based on Executive's performance, the amount of which will be determined by the Board in its sole judgment. Executive's "target" under the Company's Management Incentive Plan ("MIP") shall be entitled thirty-three percent (33.3%) of Base Salary with a maximum of fifty percent (50%) of Base Salary. Executive is eligible to receive a special bonus equal to one-hundred percent (i100%) participate in all employee benefit programs of his Base Salary if the Company's manufacturing performance is outstanding (as determined solely by the Chairman and published bonus programs for which other similarly situated executives of Company are generally eligible, (iiapproved by the Board) participate in all group insurance plans, including, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterwithin the Employment Period. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) aboveany bonuses payable to Executive pursuant to Section 3(a), during the employment period the Employment Period Executive shall be entitled to participate in the Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity 1995 Fourth Amended and Restated Long-Term Incentive Plan (the "PLANPlan")) and all of the Company's other employee benefit programs for which senior executive employees of the Company are generally eligible, and Executive shall be entitled to (4) weeks of paid vacation each year. This grant is subject Executive shall be recommended, one time, to be granted 15,000 options to purchase the Company's Common Stock pursuant to the approval Plan. The option price and vesting period shall be determined by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase Board in the number of shares available for grant under accordance with the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (f) . The Company shall deduct from any payments to be made furnish Executive with a reasonably priced apartment in Cincinnati, Ohio mutually agreed upon by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxesboth Parties.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 175,000 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, and (iii) receive such take 3 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 2 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled to participate receive a bonus, if any, with respect to each full calendar year occurring during the Employment Period, commencing with the calendar year ending December 31, 1999, such bonus, if any, to be paid in a lump sum following the end of the calendar year with respect to which such bonus is payable (such bonus to be paid at the same time bonuses are to be paid to other senior executives of the Company's 2005 ). The bonus for any full calendar year of the Employment Period shall be in an amount not to exceed 35% of the Base Salary for such calendar year, subject to and based upon the achievement by the Company and the Executive of certain performance targets and/or criteria to be specified by the Board. The performance targets and/or criteria for 1999 shall be disclosed to the Executive within 30 days of the Effective Date, and for each succeeding year of this Agreement shall be disclosed during the first quarter of each such year. The amount of the bonus, if any, to be paid shall be reviewed by the Compensation Plan as described in Schedule A, attached heretoCommittee on an annual basis. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under the Greenfield Online 2004 Equity Incentive Plan (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value of the underlying common stock on the date of issuance (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (ec) The Company shall reimburse the Executive for (i) all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses; and, (ii) all reasonable expenses up to the total amount of $35,000 actually incurred and paid for by Executive in connection with his relocation from New Jersey to Connecticut, including realtor's commissions for the sale of Executive's residence in New Jersey, moving expenses, temporary housing, storage expenses, travel related to "house hunting" and other reasonable expenses. (fd) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes. (e) Subject to the approval of the Board of Directors, the Company will grant the Executive options (the "Options") to purchase 100,000 shares of Class A Common Stock, $.01 par value (the "Class A Common"), of the Company pursuant to the Company's 1999 Stock Option Plan (the "Option Plan"), with an exercise price of $1.03 per share. The Options will be evidenced by a Stock Option Agreement between the Executive and the Company. The Option Plan and the Stock Option Agreement will contain all of the terms and conditions of the Executive's Options. As a condition to the issuance of the Options referenced herein, the Executive will be required to sign a Joinder to the Company's Shareholder Agreement.

Base Salary, Bonus and Benefits. (a) During the first year of the Employment Period, the Executive's base salary shall be no less than $200,000 160,000 per annum. annum or such other rate as the Compensation Committee of the Board (excluding the Executive if he should be a member of the Board or the Compensation Committee at the time of such determination) may designate from time to time (the "BASE SALARYBase Salary"). During the first year of employment under this Agreement, Executive's Base Salary may which salary shall be reviewed by the Company's Compensation Committee for upward adjustment. After the first year of employment under this Agreement, Executive's Base Salary shall be reviewed for upward or downward adjustment as determined by the Compensation Committee. Subject to the contents herein Base Salary shall be on an annual basis and payable in equal Monthly or Bi-Monthly installmentssuch installments as is customary for other senior executives of the Company. In addition, during the Employment Period, the Executive shall be entitled to (i) participate in all employee benefit programs and published bonus programs for which other similarly situated senior executives of the Company are generally eligible, (ii) be eligible to participate in all group insurance plans, including, but not limited to health insurance plans, plans available generally to other similarly situated senior executives of the Company, and (iiiiv) receive such take 3 weeks of paid vacation annually. In the case of any partial month during the Employment Period, reimbursements, payments and other entitlements pursuant to this Section 3 shall be made or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafterto the Executive on a per diem basis. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period Employment Period the Executive shall be entitled to participate receive performance bonuses in Companyaccordance with the terms enjoyed by other members of the senior management team. For Fiscal Year 2004 at 100% of plan, the Executive's 2005 performance bonus will be $90,000. In subsequent years of the Employment Period the bonus plan will be determined within the first quarter of each fiscal year. (c) The Company shall reimburse Executive Compensation Plan as described in Schedule Afor reasonable relocation expenses up to $15,000; provided such expenses are substantiated with adequate receipts and such expenses are incurred on or before May 31, attached hereto2004. (d) The Company will grant the Executive options (the "OPTIONSOptions") to purchase 50,000 750,000 shares of Company's Common Stock, or such other similar equity incentive permissible under $.0001 par value with an exercise price of $_____ per share, of the Greenfield Online 2004 Equity Incentive Plan Company pursuant to the GREENFIELD ONLINE, INC. AMENDED AND RESTATED 1999 STOCK OPTION PLAN (the "PLANOption Plan"). This grant is subject The Options will be evidenced by a Stock Option Agreement between the Executive and the Company in a form and according to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase terms identified in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basisExhibit __ attached hereto. The Option strike price Plan and the Stock Option Agreement will contain all of the terms and conditions of the Executive's Options. As a condition to receipt of the Options the Executive will be equal required to sign a Retained Shareholder Joinder to the fair market value Company's Shareholders' Agreement dated as of the underlying common stock on the date of issuance (which shall be May 17, 1999 as soon as practicable after such increase), with reference Amended and Shareholder Joinder to the closing sale price for the Common Stock (or the closing bidCompany's Registration Rights Agreement dated as of May 17, if no sale was reported) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock)1999, as reported in The Wall Street Journal or such other source as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversaryamended. (e) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, from time to time with respect to travel, entertainment and other business expenses, subject to the Company's reasonable requirements with respect to reporting and documentation of such expenses. (f) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes.

Base Salary, Bonus and Benefits. (a) During the first year of Employment Period, Executive's total base salary shall be $400,000 per annum or such greater amount as the Board shall determine, from time to time, in its sole discretion (the "Base Salary"), which salary shall be payable in regular installments in accordance with the Company's general payroll practices and shall be subject to customary withholding. The Company will review the Executive's total base salary annually. (b) During the Employment Period, the Executive's base salary Executive shall be no less than $200,000 per annum. eligible to receive an annual (based on the Company's fiscal year) bonus of up to 662/3% of his Base Salary (the "BASE SALARYBonus"). During the first year of employment under this Agreement, Executive's Base Salary may The Bonus shall be reviewed by based upon the Company's Compensation Committee for upward adjustmentannual financial results, as reflected in its audited financial statements, and shall consist of a cash payment payable within thirty (30) days after the completion of the Company's audited annual financial statements. After The Bonus shall be determined as follows: Within a mutually agreeable time period prior to the first beginning of each fiscal year of employment under this Agreementthe Company, Executive shall submit to the Board for its approval the Company's operational plan, including a fiscal budget, for the next fiscal year of the Company. The Board shall establish financial targets and set conditions each year based on the approved operational plan (a "Bonus Plan"). The financial targets and conditions established for Executive's Base Salary Bonus shall be reviewed consistent with those established for upward or downward adjustment as determined other senior executives of the Company. Executive shall receive the percentage of the maximum Bonus specified by the Compensation Committeeapplicable Bonus Plan, depending on whether the Company attains all or a portion of the financial targets established, and meets all of the conditions set under such Bonus Plan for that year. Subject Any of the Company's financial results that are used to the contents herein Base Salary calculate a Bonus shall be payable in equal Monthly or Bi-Monthly installments. In addition, during taken only from the Company's audited financial statements for the applicable year. (c) During the Employment Period, the consistent with past custom and practice, Executive shall be entitled to (i) participate in all of the Company Group's employee benefit programs and published bonus "programs for which other similarly situated executives senior executive employees of the Company Group are generally eligible, including, if offered by the Company to such executives, medical surgical, hospitalization, dental, worker's compensation insurance and disability coverage, (ii) participate in all group insurance plansfour (4) weeks of paid vacation each year (which shall include $5,000 paid to Executive for an annual comparative shopping trip for research and development purposes to be taken during such vacation), includingwhich if not taken may not be carried forward to any subsequent year, but not limited to health insurance plans, available generally to other similarly situated executives of Company, and (iii) receive such paid or unpaid leave benefits for which other similarly situated executives of Company are generally eligible, and/or as provided for in section (b) hereinafter. (b) Executive is hereby granted three (3) Weeks vacation during each year of this contract, pro-rated for partial years of employment, to be taken the payment by him at such times and dates, and in such number of consecutive days as may be reasonably agreed to between himself and the CEO of the Company in light of the business needs of the Company. Notwithstanding the foregoing, if Executive meets 100% of his variable compensation plan for 2005, he will be entitled to receive an extra week of vacation in the second year of this Agreement. (c) In addition to the Base Salary and benefits set forth in paragraph (a) above, during the employment period the Executive shall be entitled to participate in Company's 2005 Executive Compensation Plan as described in Schedule A, attached hereto. (d) Company will grant the Executive options (the "OPTIONS") to purchase 50,000 shares of Company's Common Stock, or such other similar equity incentive permissible under member of the Greenfield Online 2004 Equity Incentive Plan Company Group as the Board shall determine to the Executive of a car allowance of $1,000 a month, plus reimbursement of all reasonable, documented expenses related to the operation of an automobile, including repairs, maintenance, insurance and registration fees, (iv) payment by the Company of the premiums on a $1 million term life insurance policy on the life of the Executive, the death benefit of which will be payable to the Estate of the Executive or his designee (the "PLAN"). This grant is subject to the approval by Greenfield's stockholders, at the 2005 annual meeting thereof, of an increase in the number of shares available for grant under the Plan, sufficient to cover these grants, when taken into account together with all other grants committed to by Company on a similar contingent basis. The Option strike price will be equal to the fair market value cost of the underlying common stock on premiums thereon not to exceed $10,000 a year); provided, however, that Executive shall assist the date of issuance Company in procuring such insurance by submitting to reasonable medical examinations and by filling out, executing and delivering such applications and other instruments in writing as may reasonably be required by any insurer to which the Company may apply, and (which shall be as soon as practicable after such increase), with reference to the closing sale price for the Common Stock (or the closing bid, if no sale was reportedv) as quoted on the NASDAQ National Market (or the exchange or market with the greatest volume of trading in the Common Stock), as reported in The Wall Street Journal or such other source benefits as Company's board of directors deems reliable. Such Options will vest according to the following schedule: 2.083% per month during each of the first 12 months following the grant and 12.5% on each subsequent six-month anniversary. (e) The Company shall reimburse the Executive for all reasonable expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company's policies in effect generally, and as communicated to Executive, Board may from time to time with respect determine. The benefits described in Section 2.3(c)(i)-(v) above are collectively referred to travel, entertainment and other business expenses, subject to herein as the CompanyExecutive's reasonable requirements with respect to reporting and documentation of such expenses"Benefits. (f) The Company shall deduct from any payments to be made by it to the Executive under this Agreement any amounts required to be withheld in respect of any Federal, state or local income or other taxes."