This Employment Agreement (the "Agreement"), is entered into as of March 15, 2003 (the "Commencement Date"), by MarketWatch.com, Inc. (the "Company") and Joan Platt (the "Executive").

1. Term of Employment. The term of employment of Executive by the Company hereunder shall commence on the Commencement Date and shall continue thereafter on the same terms and conditions until December 31, 2005 unless earlier terminated pursuant to Sections 6 (such term being hereinafter referred to as the "Employment Period").

2. Title; Duties. The Executive shall serve as Chief Financial Officer of the Company reporting to the Chairman and Chief Executive Officer. Executive shall perform those duties and responsibilities inherent in the position of Chief Financial Officer, including such duties and responsibilities, as the Chairman and Chief Executive Officer shall assign. Executive shall serve the Company faithfully and to the best of her ability in such capacities, devoting her full business time, attention, knowledge, energy and skills to such employment; provided, however, the Company acknowledges that Executive may serve on the board of directors of other companies with the prior approval of the Chairman and Chief Executive Officer. Executive shall travel as reasonably required in connection with the performance of her duties hereunder.

3. Compensation. The Company shall pay, and Executive shall accept, as full consideration for her services hereunder compensation consisting of the following:

4. Benefits. Subject to all applicable eligibility requirements and legal limitations, Executive will be able to participate in any and all 401(k), vacation, medical, dental, life and long-term disability insurance and/or other benefit plans which from time to time may be established for other employees of the Company.

5. Reimbursement of Expenses. The Company will reimburse Executive for all reasonable travel, entertainment and other expenses incurred or paid by the Executive in connection with, or related to, the performance of her duties, responsibilities or services under this Agreement, subject to review by the Board or its compensation committee, if applicable.

6. Benefit Upon Termination of Employment Period.

7. Dispute Resolution. In the event of any controversy arising from or concerning the interpretation or application of this Agreement or its subject matter, the parties agree that such controversy shall be resolved exclusively through binding arbitration before a single neutral arbitrator selected jointly by the parties. The Company shall be responsible for 100% of the fees and expenses of the arbitrator. Each party shall be responsible for 100% of its own attorneys' fees and any other costs occasioned by the arbitration, without regard to which party to the controversy prevails; provided, that the arbitrator may award attorneys' fees and costs to a party when so empowered by law. The parties to the arbitration shall have all rights, remedies, and defenses available to them in a civil action for the issues in controversy. If, for any legal reason, a controversy arising from or concerning the interpretation or application of this Agreement or its subject matter cannot be arbitrated as provided in this Section 7, the parties agree that any civil action shall be brought in the United States District Court for the Northern District of California or, only if there is no basis for federal jurisdiction, in the Superior Court of the State of California in and for the City and County of San Francisco. The parties further agree that any such civil action shall be tried to the court, sitting without a jury.

8. Cooperation with the Company After Termination of the Employment Period. Following termination of the Employment Period by Executive, Executive shall fully cooperate with the Company in all matters relating to the winding up of her pending work on behalf of the Company and the orderly transfer of any such pending work to other employees of the Company as may be designated by the Company.

9. Confidentiality; Return of Property; Non-Solicitation of Employees.

10. General.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.








Exhibit A



Annual Target Bonus Rate: Fifty percent (50%) of the then-applicable base salary actually paid in a given year.



Specifications: two components.

Year of Agreement

% of Base Salary Actually Paid for Such Year Payable Upon Achievement of Financial Objectives

Financial Objectives

1st Year


To be determined annually by the Board

2nd Year


To be determined annually by the Board

3rd Year


To be determined annually by the Board

Source: OneCLE Business Contracts.