This Retention Agreement (the "Agreement") is made and entered into effective as of December          , 2000, by and between                              (the "Director") and NetRatings, Inc., a Delaware corporation (the "Company").


    In order to provide the Director with enhanced financial security and sufficient encouragement to remain with the Company, the Board of Directors of the Company (the "Board") believes that it is imperative to provide the Director with certain benefits upon the involuntary termination of the Director's services as a board member of the Company provided that such termination was not for cause.


    In consideration of the mutual covenants herein contained and the continued service of the Director to the Company, the parties agree as follows:

    1.  Benefits upon removal from Board.  


    2.  Definition of Terms.  The following terms referred to in this Agreement shall have the following meanings:

Disability.  "Disability" shall mean the inability of the Director to perform his duties as a member of the Board as the result of his incapacity due to physical or mental illness, and such inability, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and reasonably acceptable to the Director (or the Director's legal representative).


    3.  Other Activities.  

    4.  Successors.  

    5.  Notices.  Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Director, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.

    6.  Miscellaneous Provisions.  


    IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.
















Source: OneCLE Business Contracts.