0000950123-08-014898 Sample Contracts

MARTHA STEWART LIVING OMNIMEDIA, INC. OMNIBUS STOCK AND OPTION COMPENSATION PLAN RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • November 10th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware

This Restricted Stock Grant Agreement (the “Agreement”) is made and entered into as of October 1, 2008 by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Robin Marino pursuant to the Martha Stewart Living Omnimedia, Inc. Omnibus Stock and Option Compensation Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the Plan terms and provisions shall prevail.

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EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 17, 2008, by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Robin Marino (the “Executive”).

MARTHA STEWART LIVING OMNIMEDIA, INC. OMNIBUS STOCK AND OPTION COMPENSATION PLAN RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • November 10th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • Delaware

This Restricted Stock Grant Agreement (the “Agreement”) is made and entered into as of October 1, 2008 by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Charles Koppelman pursuant to the Martha Stewart Living Omnimedia, Inc. Omnibus Stock and Option Compensation Plan (the “Plan”). To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan, which is attached to, and made a part of, this Agreement. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the Plan terms and provisions shall prevail.

SECURITY AGREEMENT dated as of July 31, 2008 among MARTHA STEWART LIVING OMNIMEDIA, INC., MSLO EMERIL ACQUISITION SUB LLC, as Grantors and BANK OF AMERICA, N.A., as Collateral Agent
Security Agreement • November 10th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York

SECURITY AGREEMENT dated as of July 31, 2008 among MSLO Emeril Acquisition Sub LLC, a Delaware limited liability company (the “Borrower”), Martha Stewart Living Omnimedia, Inc., a Delaware corporation (“Parent Guarantor” and, together with the Borrower, the “Grantors”), and Bank of America, N.A., as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • November 10th, 2008 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of September 17, 2008 (the “Effective Date”), by and between Martha Stewart Living Omnimedia, Inc., a Delaware corporation (the “Company”), and Charles A. Koppelman (the “Executive”).

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