==============================================================================
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BETWEEN
GREENFIELD ONLINE, INC.
AND
XXXX XXXXXX
MAY 13, 1999 AND AMENDED MARCH 13, 2000
==============================================================================
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT dated as of March 13, 2000,
between GREENFIELD ONLINE, INC., a
Connecticut corporation (the "Company"), and
XXXX XXXXXX (the "Executive").
Reference is made to the Stock Purchase and Redemption Agreement
dated as of May 12, 1999 (as the same may be amended from time to time, the
"Purchase Agreement"; capitalized terms used herein but not defined shall have
the meanings set forth in the Purchase Agreement), among the Company, Greenfield
Holdings, LLC, a Delaware limited liability company (the "Investor"), and the
other Persons party thereto.
The Company is engaged in the business (the "Subject Business") of
providing customized and syndicated marketing research services over the
Internet. The Executive is, and prior to the date hereof has been, an officer of
the Company and as such has substantial experience that is valuable to the
Subject Business and the Company.
As an inducement to the Investor to enter into the Purchase
Agreement, the Company desires to employ the Executive, and the Executive
accepted such employment as of May 13, 1999 subject to the terms and conditions
set forth in a certain Employment Agreement of even date.
Executive and Company desire to Amend and Restate the terms of the
May 13, 1999 Employment Agreement as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and in the Purchase Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
Section 1. Employment.
The Company shall employ the Executive, and the Executive accepts
employment with the Company, upon the terms and conditions set forth in this
Agreement for the period beginning on the Effective Date (as defined in Section
14(j)) and ending on the Termination Date determined pursuant to Section 4(a)
(the "Employment Period"). After the initial four-year term has expired, this
Agreement will automatically renew on such expiration date and on the
anniversary date of each subsequent year thereafter for a one-year term. If
either party desires not to renew this Agreement, such party shall provide the
other party with written notice of their intent not to review the Agreement at
least ninety (90) days prior to the expiration of the initial term hereunder or
the next anniversary date, as applicable.
Section 2. Base Salary, Bonus and Benefits.
(a) During the Employment Period, the Executive's base salary shall
be $250,000 per 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 Salary"), which salary shall be
reviewed by the Compensation Committee on an annual basis and payable in such
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 for which other senior executives
of the Company are generally eligible, (ii) be eligible to participate in all
insurance plans available generally to other 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 (iv)
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 provided to 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 shall be
entitled to 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). 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
Committee on an annual basis.
(c) 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 from time
to time with respect to travel, entertainment and other business expenses,
subject to the Company's 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.
(d) 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.
Section 3. Position and Duties.
-2-
(a) During the Employment Period, the Executive shall initially
serve as President and Chief Executive Officer of the Company, and shall report
to the Board. The Executive acknowledges and agrees that he owes a fiduciary
duty of loyalty to the Company to discharge his duties and otherwise act in a
manner consistent with the best interests of the Company and its Subsidiaries.
(b) During the Employment Period, the Executive shall devote his
best efforts and full working time, attention and energies to the performance of
his duties and responsibilities under this Agreement (except for vacations to
which he is entitled pursuant to Section 2(a) and except for illness or
incapacity). During the Employment Period, the Executive shall not engage in any
business activity which, in the reasonable judgment of the Board (excluding the
Executive if he should be a member of the Board at the time of such
determination), conflicts with the duties of the Executive hereunder, whether or
not such activity is pursued for gain, profit or other pecuniary advantage.
(c) During the Employment Period, the Company shall not reduce,
diminish or take any action which would in any way materially adversely affect
the Executive's position or duties as set forth herein.
Section 4. Termination.
(a) Termination Date. The Executive's employment under this
Agreement shall terminate upon the earliest to occur (the date of such
occurrence being the "Termination Date") of (i) the fourth anniversary of the
Effective Date, (ii) the effective date of the Executive's resignation (a
"Resignation"), (iii) the Executive's death or Disability (an "Involuntary
Termination"), (iv) the effective date of a termination of the Executive's
employment for Cause by the Board (a "Termination for Cause"), and (v) the
effective date of a termination of the Executive's employment by the Board for
reasons that do not constitute Cause or as a result of the Company's election
not to renew this Agreement pursuant to Section 1 (a "Termination Without
Cause"). The effective date of a Resignation shall be as determined under
Section 4(b); the effective date of an Involuntary Termination shall be the date
of death or, in the event of a Disability, the date specified in a notice
delivered to the Executive by the Company; and the effective date of a
Termination for Cause or a Termination Without Cause shall be the date specified
in a notice delivered to the Executive by the Company of such termination.
(b) Resignation. The Executive shall give the Company and the Board
at least 90 days' prior written notice of a Resignation, with the effective date
of such Resignation specified therein. The Board may, in its discretion,
accelerate the effective date of the Resignation.
Section 5. Effect of Termination; Severance.
(a) In the event of a Termination Without Cause, the Executive or
his beneficiaries or estate shall have the right to receive the following:
(i) the unpaid portion of the Base Salary, computed on a
pro rata basis to the Termination Date;
-3-
(ii) the unpaid portion of the Base Salary for the
period beginning on the Termination Date and ending on the earlier
of (A) the first anniversary of the Termination Date and (B) the
date on which the Executive obtains subsequent employment (as an
employee, consultant, independent contractor or otherwise), payable
in the same amounts and at the same intervals as the Base Salary was
paid immediately prior to the Termination Date; provided, however,
that in the event of a breach by the Executive of Section 6, 7, 8,
or 9 on or after the Termination Date, the provisions of Section 11
shall apply;
(iii) reimbursement for any expenses for which the
Executive shall not have been previously reimbursed, as provided in
Section 2(c); and
(iv) the portion of any bonus payable in accordance with
Section 2(b) for the calendar year in which such termination occurs,
pro rated through the date of such termination on a per diem basis.
(b) In the event of a Termination for Cause, an Involuntary
Termination or a Resignation, the Executive or his beneficiaries or estate shall
have the right to receive the following:
(i) the unpaid portion of the Base Salary, computed on a
pro rata basis to the Termination Date; and
(ii) reimbursement for any expenses for which the
Executive shall not have been previously reimbursed, as provided in
Section 2(c).
(c) Upon any termination, neither the Executive nor his
beneficiaries or estate shall have any further rights under this Agreement or
any rights arising out of this Agreement other than as provided in Sections 5(a)
and (b) above.
Section 6. Nondisclosure and Nonuse of Confidential Information.
The Executive will not disclose or use at any time, either during
the Employment Period and for a period of five years thereafter, any
Confidential Information of which the Executive is or becomes aware, whether or
not such information is developed by him, except to the extent that such
disclosure or use is directly related to and required by the Executive's
performance of duties assigned to the Executive by the Company.
Section 7. Inventions and Patents.
The Executive agrees that all Work Product belongs to the Company.
The Executive will promptly disclose such Work Product to the Board and perform
all actions reasonably requested by the Board (whether during or after the
Employment Period) to establish and confirm such ownership (including, without
limitation, the execution and delivery of assignments, consents, powers of
attorney and other instruments) and to provide reasonable assistance to the
Company in connection with the prosecution of any applications for patents,
trademarks, trade names, service marks or reissues thereof or in the prosecution
or defense of interferences relating to any Work Product.
-4-
Section 8. Non-Compete, Non-Solicitation, Non-Disparagement.
The Executive acknowledges and agrees with the Company that, during
the course of the Executive's employment with the Company, the Executive has had
and will continue to have the opportunity to develop relationships with existing
employees, customers and other business associates of the Company and its
Subsidiaries which relationships constitute goodwill of the Company, and the
Company would be irreparably damaged if the Executive were to take actions that
would damage or misappropriate such goodwill. Accordingly, the Executive agrees
as follows:
(a) The Executive acknowledges that the Company currently conducts
the Subject Business throughout the world (the "Territory"). Accordingly, during
the term hereof and until the first anniversary of the Termination Date (the
"Non-Compete Period"), the Executive shall not, directly or indirectly, enter
into, engage in, assist, give or lend funds to or otherwise finance, be employed
by or consult with, or have a financial or other interest in, any business which
competes or could, in the reasonable judgment of the Board, be deemed to be in
competition with, at the time in question, the Company within the Territory,
whether for or by himself or as an independent contractor, agent, stockholder,
partner or joint venturer for any other Person. To the extent that the covenant
provided for in this Section 8(a) may later be deemed by a court to be too broad
to be enforced with respect to its duration or with respect to any particular
activity or geographic area, the court making such determination shall have the
power to reduce the duration or scope of the provision, and to add or delete
specific words or phrases to or from the provision. The provision as modified
shall then be enforced.
(b) Notwithstanding the foregoing, the aggregate ownership by the
Executive of no more than two percent (on a fully-diluted basis) of the
outstanding equity securities of any Person, which securities are traded on a
national or foreign securities exchange, quoted on the NASDAQ stock market or
other automated quotation system, and which Person competes with the Company (or
any part thereof) within the Territory, shall not be deemed to be a violation of
Section 8(a). In the event that any Person in which the Executive has any
financial or other interest directly or indirectly enters into a business during
the Non-Compete Period that competes with the Company within the Territory, the
Executive shall divest all of his interest (other than as permitted to be held
pursuant to the first sentence of this Section 8(b)) in such Person within 15
days after such Person enters into such business that competes with the Company
within the Territory.
(c) The Executive covenants and agrees that, during the period
commencing with the Effective Date and ending on the first anniversary of the
date on which the Executive ceases to be employed by the Company for any reason
whatsoever, the Executive will not, directly or indirectly, either for himself
or for any other Person (A) solicit any employee of the Company or any of its
Subsidiaries to terminate his or her employment with the Company or any of its
Subsidiaries or employ any such individual during his or her employment with the
Company or any of its Subsidiaries and for a period of one year after such
individual terminates his or her employment with the Company or any of its
Subsidiaries, (B) solicit any customer of the Company or any of its Subsidiaries
to purchase or distribute information, products or services of or on behalf of
the Executive or such other Person that are competitive with the information,
products or services provided by the Company or any of its Subsidiaries, or (c)
take any action
-5-
that may cause injury to the relationships between the Company or any of its
Subsidiaries or any of their employees and any lessor, lessee, vendor, supplier,
customer, distributor, employee, consultant or other business associate of the
Company or any of its Subsidiaries as such relationship relates to the Company's
or any of its Subsidiaries' conduct of their business.
(d) The Executive understands that the foregoing restrictions may
limit his ability to earn a livelihood in a business which is competitive with
the business of the Company and any of its Subsidiaries, but he nevertheless
believes that he has received and will receive sufficient consideration and
other benefits as an employee of the Company and as otherwise provided hereunder
or as described in the recitals hereto to clearly justify such restrictions
which, in any event (given his education, skills and ability), the Executive
does not believe would prevent him from otherwise earning a living.
(e) The foregoing non-compete restrictions shall not apply in the
event that the Executive is forced to terminate his employment with the Company
as a result of a material breach by the Company of any of its obligations to the
Executive under this Agreement, the Shareholders' Agreement between the Company,
the Executive and the other shareholders of the Company, to be entered into in
connection with the Closing under the Purchase Agreement, and Stock Option
Agreements entered into between the Company and the Executive.
Section 9. Delivery of Materials Upon Termination of Employment.
The Executive shall deliver to the Company at the termination of the
Employment Period or at any time the Company may request all memoranda, notes,
plans, records, reports, computer tapes and software and other documents and
data (and copies thereof) relating to the Confidential Information, Work Product
or the Subject Business which he may then possess or have under his control
regardless of the location or form of such material and, if requested by the
Company, will provide the Company with written confirmation that all such
materials have been delivered to the Company.
Section 10. Insurance.
The Company may, for its own benefit, maintain "keyman" life and
disability insurance policies covering the Executive. The Executive will
cooperate with the Company and provide such information or other assistance as
the Company may reasonably request in connection with the Company obtaining and
maintaining such policies.
Section 11. Enforcement.
Because the Executive's services are unique and because the
Executive has access to Confidential Information and Work Product, the parties
hereto agree that money damages would be an inadequate remedy for any breach of
this Agreement. Therefore, in the event of a breach or threatened breach of this
Agreement, the Company or its successors or assigns may, in addition to other
rights and remedies existing in their favor, apply to any court of competent
jurisdiction for specific performance and/or injunctive or other relief in order
to enforce, or prevent any violations of, the provisions hereof (without posting
a bond or other security). In addition to the foregoing, and not in any way in
limitation thereof, or in limitation of any right or remedy otherwise available
to the Company, if the Executive violates any provision of the
-6-
foregoing Sections 6, 7, 8 or 9, any payments then or thereafter due from the
Company to the Executive pursuant to Section 5(a)(ii) shall be terminated
forthwith and the Company's obligation to pay and the Executive's right to
receive such payments shall terminate and be of no further force or effect, in
each case without limiting or affecting the Executive's obligations under such
Sections 6, 7, 8 and 9 or the Company's other rights and remedies available at
law or equity.
Section 12. Representations.
Each party hereby represents and warrants to the other party that
(a) the execution, delivery and performance of this Agreement by such party does
not and will not conflict with, breach, violate or cause a default under any
agreement, contract or instrument to which such party is a party or any
judgment, order or decree to which such party is subject, and (b) upon the
execution and delivery of this Agreement by such party, this Agreement will be a
valid and binding obligation of such party, enforceable in accordance with its
terms, except as enforcement hereof may be limited by any applicable bankruptcy,
reorganization, insolvency or other laws affecting creditors rights generally or
by general principles of equity. In addition, the Executive represents and
warrants to the Company that the Executive is not a party to or bound by any
employment agreement, consulting agreement, non-compete agreement,
confidentiality agreement or similar agreement with any other Person. The
Company and the Executive hereby terminate all existing employment or consulting
agreements between them, if any, to the extent such agreements may be in effect
after the date hereof.
Section 13. Definitions.
"Board" shall mean the board of directors of the Company.
"Business Day" shall mean any day that is not a Saturday, Sunday, or
a day on which banking institutions in New York are not required to be open.
"Cause" shall mean (i) the Executive's material breach of any of the
terms of this Agreement; (ii) the conviction of a crime involving fraud, theft
or dishonesty by the Executive; (iii) the Executive's willful and continuing
disregard of lawful instructions of the Board or superiors (if any); (iv) the
continued use of alcohol or drugs by the Executive to an extent that, in the
good faith determination of the Board, such use interferes in any manner with
the performance of the Executive's duties and responsibilities; or (v) the
conviction of the Executive for violating any Law constituting a felony
(including the Foreign Corrupt Practices Act of 1977).
"Confidential Information" means information that is not generally
known to the public and that is used, developed or obtained by the Company or
any of its Subsidiaries in connection with the Subject Business, including, but
not limited to, (i) information, observations, procedures and data obtained by
the Executive while employed by the Company (including those obtained prior to
the date of this Agreement) concerning the business or affairs of the Company or
any of its Subsidiaries, (ii) products or services, (iii) costs and pricing
structures, (iv) analyses, (v) drawings, photographs and reports, (vi) computer
software, including operating systems, applications and program listings, (vii)
flow charts, manuals and documentation, (viii) data
-7-
bases, (ix) accounting and business methods, (x) inventions, devices, new
developments, methods and processes, whether patentable or unpatentable and
whether or not reduced to practice, (xi) customers and customer lists, (xii)
other copyrightable works, (xiii) all production methods, processes, technology
and trade secrets, and (xiv) all similar and related information in whatever
form. Confidential Information will not include any information that has been
published in a form generally available to the public prior to the date the
Executive proposes to disclose or use such information. Confidential Information
will not be deemed to have been published merely because individual portions of
the information have been separately published, but only if all material
features comprising such information have been published in combination.
"Disability" shall mean the physical or mental inability of the
Executive (i) to substantially perform all of his duties under this Agreement
for a period of 90 consecutive days or longer or for any 90 days in any period
of 365 consecutive days, or (ii) that, in the opinion of a physician selected by
the Board (excluding the Executive if the Executive is a member of the Board at
such time) is likely to prevent the Executive from substantially performing all
of his duties under this Agreement for more than 90 days in any period of 365
consecutive days.
"Subsidiary" of the Company means and includes (i) any corporation
more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by the Company or indirectly
through Subsidiaries and (ii) any partnership, association, joint venture or
other entity (other than a corporation) in which the Company directly or
indirectly through Subsidiaries, has more than a 50% equity interest at the
time.
"Work Product" shall mean all inventions, innovations, improvements,
technical information, systems, software developments, methods, designs,
analyses, drawings, reports, service marks, trademarks, tradenames, logos and
all similar or related information (whether patentable or unpatentable) which
relates to the Company's or any of its Subsidiaries' actual or anticipated
business, research and development or existing or future products or services
and which are conceived, developed or made by the Executive in connection with
or relating to (whether or not during usual business hours and whether or not
alone or in conjunction with any other Person) the Executive's position and
duties while employed by the Company (including those conceived, developed or
made prior to the date of this Agreement) together with all patent applications,
letters patent, trademark, tradename and service xxxx applications or
registrations, copyrights and reissues thereof that may be granted for or upon
any of the foregoing.
Section 14. General Provisions.
(a) Severability. It is the desire and intent of the Parties hereto
that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction in
which enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be
invalid, prohibited or unenforceable for any reason, such provision, as to such
jurisdiction, shall be ineffective, without invalidating the remaining
provisions of this Agreement or affecting the
-8-
validity or enforceability of this Agreement or affecting the validity or
enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be
invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such
jurisdiction, be so narrowly drawn, without invalidating the remaining
provisions of this Agreement or affecting the validity or enforceability of such
provision in any other jurisdiction.
(b) Notices. All notices, requests, demands, claims and other
communications hereunder shall be in writing and sufficient if (i) delivered
personally, (ii) delivered by certified United States Post Office mail, return
receipt requested, (iii) telecopied or (iv) sent to the recipient by a
nationally-recognized overnight courier service (charges prepaid) and addressed
to the intended recipient as set forth below:
(a) if to the Executive, to:
Xxxx Xxxxxx
c/o Greenfield Online, Inc.
00 Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxxx 00000
Telecopier: (000) 000-0000
with a copy to:
Wake, See, Dimes & Bryncizka
00 Xxxxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxxx
Telecopier: (000) 000-0000
(b) if to the Company, to:
Greenfield Online, Inc.
00 Xxxxx Xxxx
Xxxxxx, Xxxxxxxxxxx 00000
Telecopier: (000) 000-0000
with copies to:
Greenfield Holdings, Inc.
c/o InSight Capital Partners III, L.P.
000 Xxxx 00xx Xxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopier: (000) 000-0000;
-9-
X'Xxxxxxxx Graev & Karabell, LLP
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Nissan, Esq.
Telecopier: (000) 000-0000; and
Xxxxxxx Xxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxx, Esq.
Telecopier: (000) 000-0000;
or such other address as the recipient party to whom notice is to be given may
have furnished to the other party in writing in accordance herewith. Any such
communication shall deemed to have been delivered and received (a) in the case
of personal delivery, on the date of such delivery, (b) in the case of delivery
by mail, on the third Business Day following such mailing, (c) if telecopied, on
the date telecopied, and (d) in the case of delivery by nationally-recognized,
overnight courier, on the Business Day following dispatch.
(c) Entire Agreement. This Agreement and the documents expressly
referred to herein embody the complete agreement and understanding among the
parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral, which may have related
to the subject matter hereof in any way.
(d) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
(e) Successors and Assigns. Except as otherwise provided herein,
this Agreement shall bind and inure to the benefit of and be enforceable by the
Executive and the Company and their respective successors, assigns, heirs,
representatives and estate, as the case may be; provided, however, that the
obligations of the Executive under this Agreement shall not be assigned without
the prior written consent of the Company.
(f) Amendment and Waiver. The provisions of this Agreement may be
amended and waived only with the prior written consent of the Company and the
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement or any provision hereof.
(g) Governing Law. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of New York without giving
effect to any choice or conflict of law provision or rule that would cause the
application of the laws of any jurisdiction other than the State of New York.
(h) Descriptive Headings; Nouns and Pronouns. Descriptive headings
are for convenience only and shall not control or affect the meaning or
construction of any provision of
-10-
this Agreement. Whenever the context may require, any pronouns used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns and pronouns shall include the plural and vice-versa.
(i) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.
(j) Effectiveness. This Agreement shall be effective as of May 17,
1999.
* * * * *
-11-
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first written above.
GREENFIELD ONLINE, INC.
By: /s/
----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Secretary
EXECUTIVE
/s/
--------------------------------------------
Xxxx Xxxxxx
