SUSPENSION AGREEMENT
THIS SUSPENSION AGREEMENT (the
“Suspension Agreement”)
is made as of July 1, 2009 by and between Xxxxxx Xxxxx (“Licensor”) and The Knot, Inc.,
a Delaware corporation (the “Company”).
WHEREAS, Licensor and the
Company have previously entered into that certain Name and Likeness Licensing
Agreement, dated as of November 5, 2008 (the “Agreement”), and desire to
suspend certain obligations under the Agreement as set forth
herein.
NOW, THEREFORE, in
consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Fee. The
Company shall suspend, and Licensor shall waive the Company’s obligation to pay,
that portion of the annual fee set forth in Section 3.1(a) of the Agreement that
would otherwise be payable for the period July 1, 2009 through December 31,
2009.
2. Non-Accountable
Talent Expense Allowance. The Company shall suspend, and
Licensor shall waive the Company’s obligation to pay, that portion of the annual
non-accountable talent expense allowance set forth in Section 3.1(c) of the
Agreement that would otherwise be payable for the period July 1, 2009 through
December 31, 2009. During such suspension period, Licensor shall be
permitted to seek reimbursement from the Company for her expenses for clothes
for television, personal and other appearances while promoting, representing and
endorsing the Company; hair and make-up expenses for maintenance and on-air
appearances; and other expenses related to Licensor’s services for the Company,
in each case in accordance with the Company’s regular reimbursement
policies.
3. Miscellaneous.
3.1 No Other
Amendments. Except as expressly set forth herein, all terms
and conditions of the Agreement (including the schedules thereto) shall remain
in full force and effect. In the event of any inconsistency between
the terms of this Suspension Agreement and the terms of the Agreement, the terms
of this Suspension Agreement shall govern.
3.2 Governing
Law. This Suspension Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York,
without regard to principles of conflicts of law.
3.3 Titles and
Subtitles. The titles, subtitles and defined terms used in
this Suspension Agreement are used for convenience only and are not to be
considered in construing or interpreting this Suspension Agreement.
3.4 Definitions. Capitalized
terms used herein and not defined upon first usage shall have the meanings
assigned such terms in the Agreement.
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3.5 Counterparts. This
Suspension Agreement may be executed in any number of counterparts (including by
facsimile), each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the
parties hereto have caused this Suspension Agreement to be executed as of the
date first written above.
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/s/ XXXXXX XXXXX
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XXXXXX
XXXXX
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THE
KNOT, INC.
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By:
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/s/ XXX XXXXXX
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Name:
Xxx Xxxxxx
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Title:
Chairman, Compensation Committee of the Board of
Directors
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Confidential
