MARKETWATCH COM INC
EMPLOYMENT AGREEMENT
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<TYPE>EX-10.42
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<FILENAME>exh10-42.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT
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<TITLE>FY2003 10K Exhibit 10.42</TITLE>
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                                                                    Exhibit 10.42


<B><P ALIGN="CENTER">EMPLOYMENT AGREEMENT</P>
</B><P ALIGN="JUSTIFY">This Employment Agreement (the &quot;Agreement&quot;) is
entered into as of January 16, 2004 (the &quot;CommencementDate&quot;) by
MarketWatch.com, Inc. (the &quot;Company&quot;) and Jeff Davis (the
&quot;Executive&quot;), and effective upon the closing of the Company's
acquisition of Pinnacor Inc. (the &quot;Acquisition&quot;). </P>

<OL>

<B><P ALIGN="JUSTIFY"><LI>Term of Employment.  </B>The term of employment of
Executive by the Company hereunder shall commence on the Commencement Date and
shall continue thereafter under the terms of this Agreement and any amendments
thereto for a period of three years (the &quot;Term&quot;), unless earlier
terminated pursuant to <U>Section 7.</U></LI></P>

<B><P ALIGN="JUSTIFY"><LI>Title; Duties.  </B>The Executive shall serve as
Executive Vice President and General Manager, MarketWatch Information Services,
reporting to the President and Chief Operating Officer of the Company.
Executive shall perform those duties and responsibilities inherent in such
position, including such duties and responsibilities as the President and Chief
Operating Officer shall assign.  Executive shall serve the Company faithfully
and to the best of his ability in such capacities, devoting his 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 Chief Executive
Officer.  Executive shall travel as reasonably required in connection with the
performance of his duties hereunder.</LI></P>

<B><P ALIGN="JUSTIFY"><LI>Compensation.  </B>The Company shall pay, and
Executive shall accept, as full consideration for his services hereunder
compensation consisting of the following:</LI></P>

<DIR>
<P ALIGN="JUSTIFY">3.1 <B>Base Salary.  </B>Executive shall receive a base
salary of $250,000 per year, which shall be subject to increase by the Board of
Directors or the Compensation Committee during the Term (&quot;Base
Salary&quot;).  Base Salary is payable in installments in accordance with the
Company's normal payroll practices, less such deductions or withholdings as are
required by law.</P>

<P ALIGN="JUSTIFY">3.2 <B>Bonus.  </B>Executive shall receive an annual bonus
(the &quot;Annual Bonus&quot;) in accordance with <U>Exhibit A</U> attached
hereto.</P>

<P ALIGN="JUSTIFY">3.3 <B>Stock Options.  </B>Executive shall receive an option
to purchase 150,000 shares of the Company's common stock (the
&quot;Options&quot;).  The Options shall be granted on the Commencement Date,
with an exercise price per share equal to the fair market value of the Company's
common stock as of the date of the grant.  The Options shall vest and become
exercisable as to one-third of the total shares subject to the Options on each
of the first three anniversaries of the date of grant.  Executive shall be
eligible to receive grants of additional options or other equity-based
compensation on an annual basis at the sole discretion of the Board of Directors
or the Compensation Committee.</P>

</DIR>

<B><P ALIGN="JUSTIFY"><LI>Vacation</B>.  Executive will be entitled to three (3)
weeks, which is equal to fifteen (15) working days, of vacation during each
calendar year.  The amount of vacation time available to Executive during the
first year of the Term is determined by prorating the number of full months of
employment completed by Executive during the year.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Benefits.  </B>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 executives of the Company.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Reimbursement of Expenses.  </B>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 his duties, responsibilities or services under this Agreement,
subject to review by the Board or the Compensation Committee, if
applicable.</LI></P>
<B><P ALIGN="JUSTIFY"><LI>Termination</LI></P></B>

<DIR>
<P ALIGN="JUSTIFY">7.1 <B>Termination for Cause.  </B>In the event of the
termination of Executive's employment by the Company for Cause (defined below)
or if Executive voluntarily terminates his employment other than for Good Reason
(defined below in <U>Section 7.3</U>), all amounts of Base Salary and vacation
pay accrued but unpaid on the date of termination shall be paid by the Company
on the date of termination and all reasonable unreimbursed business-related
business expenses.  For purposes of this Agreement, &quot;Cause&quot; shall
mean:</P>



<DIR>


<P ALIGN="JUSTIFY">(A) The willful failure by Executive to substantially perform
his duties hereunder, other than a failure resulting from his complete or
partial incapacity due to physical or mental illness or impairment;</P>

<P ALIGN="JUSTIFY">(B) A material and willful violation of a federal or state
law or regulation applicable to the business of the Company or that adversely
affects the image of the Company;</P>

<P ALIGN="JUSTIFY">(C) The commission of a willful act by Executive that
constitutes gross misconduct and is injurious to the Company; or</P>

<P ALIGN="JUSTIFY">(D) The willful breach of a material provision of this
Agreement.</P>

</DIR>


<P ALIGN="JUSTIFY">7.2 <B>Termination Without Cause.  </B>In the event of the
termination of Executive's employment by the Company without Cause or upon the
Executive's voluntary termination of his employment for Good Reason (as defined
below in <U>Section 7.3</U>), (i) all amounts of Base Salary and vacation pay
accrued but unpaid on the date of termination shall be paid by the Company on
the date of termination and all reasonable unreimbursed business-related
business expenses, (ii) Executive's then-applicable Base Salary for a period of
12 months shall be paid to Executive in 12 equal monthly installments, and (iii)
the unvested portion of any outstanding options held by Executive on the date of
such termination without Cause or for Good Reason shall immediately vest and
become exercisable in full and shall remain exercisable for the periods
specified in each such option.</P>

<P ALIGN="JUSTIFY">7.3 <B>Termination for Good Reason.  </B>Notwithstanding
anything in this <U>Section&nbsp;7</U> to the contrary, for purposes of this
Agreement the Term of employment will be deemed to have been terminated and
Executive will be deemed to have Good Reason for voluntary termination
(&quot;Good Reason&quot;), if there should occur a relocation of Executive's
principal place of employment outside the New York City area without Executive's
consent.</P>

<P ALIGN="JUSTIFY">7.4 <B>Termination due to Disability.  </B>In the event of
the permanent disability (as hereinafter defined) of Executive during the Term,
the Company shall have the right, upon written notice to Executive, to terminate
Executive's employment hereunder, effective upon the 30<SUP>th</SUP> calendar
day following the giving of such notice (or such later day as shall be specified
in such notice).  Upon the effectiveness of such termination, (i) the Company
shall have no further obligations hereunder, except to pay and provide, subject
to applicable withholding, (A) all amounts of Base Salary accrued, but unpaid,
at the effective date of termination, (B) Executive's Annual Bonus for the year
in which such disability occurs, (C) all reasonable unreimbursed business-
related expenses, and (D) all accrued but unused vacation pay; (ii) Executive's
Options shall vest to the extent of one additional year of vesting and shall
remain exercisable for the periods specified in the Options; and (iii) Executive
shall have no further obligations hereunder other than those provided for in
<U>Section 8</U> and <U>Section 9</U> hereof.  All amounts payable to Executive
pursuant to this <U>Section 7.4</U> shall be payable within 10 days following
the effectiveness of the termination of Executive's employment.  For purposes of
this Agreement, &quot;permanent disability&quot; shall be defined as any
physical or mental disability or incapacity which renders Executive incapable in
any material respect of performing the services required of him, with or without
reasonable accommodation, in accordance with his obligations under <U>Section
2</U> for a period of 180 consecutive days, or for 180 days in any 360 day
period.</P>

<P ALIGN="JUSTIFY">7.5 <B>Termination due to Death.  </B>In the event of the
death of Executive during the Term, this Agreement shall automatically terminate
and the Company shall have no further obligations hereunder, except to pay and
provide to Executive's beneficiary or other legal representative, subject to
applicable withholding, (i) all amounts of Base Salary and Annual Bonus accrued
but unpaid at the date of death, (ii) all accrued but unused vacation pay, and
(iii) all reasonable unreimbursed business-related expenses.  All amounts
payable to Executive pursuant to this <U>Section 7.5</U> shall be payable within
30 days following the date of death.</P>

<P ALIGN="JUSTIFY">7.6 <B>Cooperation with the Company After Termination.
</B>Following termination by Executive, Executive shall fully cooperate with the
Company in all matters relating to the winding up of his 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.</P>
</DIR>

<B><P ALIGN="JUSTIFY"><LI>Alternative Dispute Resolution.  </B>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 <U>Section 8</U>, 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.</LI></P>

<B><P ALIGN="JUSTIFY"><LI>Confidentiality; Return of Property; Non-Solicitation
of Employees.</LI></P></B>

<DIR>
<P ALIGN="JUSTIFY">9.1 The Executive acknowledges that during the Term he
will receive confidential information from the Company and subsidiaries of the
Company and the respective customers thereof (each a &quot;Relevant
Entity&quot;).  Accordingly, the Executive agrees that during the Term (as it
may be extended from time to time) and thereafter for a period of two years, the
Executive and his affiliates shall not, except in the performance of his
obligations to the Company hereunder or as may otherwise be approved in advance
by the Company, directly or indirectly, disclose or use (except for the direct
benefit of the Company) any confidential information that he may learn or has
learned by reason of his association with any Relevant Entity.  Upon termination
of this Agreement, the Executive shall promptly return to the Company any and
all properties, records or papers of any Relevant Entity, that may have been in
his possession at the time of termination, whether prepared by the Executive or
others, including, but not limited to, confidential information and keys.  For
purposes of this Agreement, &quot;confidential information&quot; includes all
data, analyses, reports, interpretations, forecasts, documents and information
concerning a Relevant Entity and its affairs, including, without limitation with
respect to clients, products, policies, procedures, methodologies, trade secrets
and other intellectual property, systems, personnel, confidential reports,
technical information, financial information, business transactions, business
plans, prospects or opportunities, (i) that the Company reasonably believes are
confidential or (ii) the disclosure of which could be injurious to a Relevant
Entity or beneficial to competitors of a Relevant Entity, but shall exclude any
information that (x) the Executive is required to disclose under any applicable
laws, regulations or directives of any government agency, tribunal or authority
having jurisdiction in the matter or under subpoena or other process of law, (y)
is or becomes publicly available prior to the Executive's disclosure or use of
the information in a manner violative of the second sentence of this <U>Section
9.1</U>, or (z) is rightfully received by Executive without restriction or
disclosure from a third party legally entitled to possess and to disclose such
information without restriction (other than information that he may learn or has
learned by reason of his association with any Relevant Entity).  For purposes of
this Agreement, &quot;affiliate&quot; means any entity that, directly or
indirectly, is controlled by, or under common control with, the Executive.  For
purposes of this definition, the terms &quot;controlled&quot; and &quot;under
common control with&quot; means the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of such person,
whether through the ownership of voting stock, by contract or
otherwise.</P>

<P ALIGN="JUSTIFY">9.2 For a period of one year following the termination of
Executive's employment with the Company for any reason, he will not, without the
Company' express written consent, either on his own behalf or on behalf of
another, solicit employees of the Company or any subsidiary of the Company for
the purpose of hiring them.  General employment advertising shall not be deemed
to be a solicitation.</P>
</DIR>
<B><P ALIGN="JUSTIFY"><LI>General.</LI></P></B>

<DIR>
<P ALIGN="JUSTIFY">10.1 <B>Indemnification.  </B>In the event Executive is made, or
threatened to be made, a target, subject, witness or party to any civil,
criminal or administrative action, proceeding or investigation by reason of the
fact that Executive is or was a director, officer or employee of the Company, or
serves or served any other corporation fifty percent (50%) or more owned by the
Company in any capacity at the Company's request, or serves or served as a
director of any other corporation at the Company's request, or serves or served
as a fiduciary of any ERISA plan at the Company's request, Executive shall be
indemnified by the Company for all amounts paid as a fine or settlement or
judgment, and the Company shall pay without any undertaking the Executive's
defense costs when and as incurred, all to the fullest extent permitted by
law.</P>
<P ALIGN="JUSTIFY">10.2 <B>Waiver.  </B>Subject to the requirements of state and
federal law, including without limitation applicable statutes of limitation,
neither party shall, by mere lapse of time, without giving notice or taking
other action hereunder, be deemed to have waived any breach by the other party
of any of the provisions of this Agreement.  Further, the waiver by either party
of a particular breach of this Agreement by the other shall neither be construed
as nor constitute a continuing waiver of such breach or of other breaches by the
same or any other provision of this Agreement.</P>
<P ALIGN="JUSTIFY">10.3 <B>Severability.  </B>If for any reason a court of
competent jurisdiction or arbitrator finds any provision of this Agreement be
unenforceable, the provision shall be deemed amended as necessary to conform to
applicable laws or regulations, or if it cannot be so amended without materially
altering the intention of the parties, the remainder of the Agreement shall
continue in full force and effect as if the offending provision were not
contained herein.</P>
<P ALIGN="JUSTIFY">10.4 <B>Notices.  </B>All notices and other communications
required or permitted to be given under this Agreement shall be in writing and
shall be considered effective upon personal service or upon transmission of a
facsimile or the deposit with Federal Express or in Express Mail and addressed
to the Board of Directors of the Company at its principal corporate address, and
to Executive at his most recent address shown on the Company's corporate
records, or at any other address which he may specify in any appropriate notice
to the Company.</P>
<P ALIGN="JUSTIFY">10.5 <B>Counterparts.  </B>This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original and all of
which taken together constitutes one and the same instrument and in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.</P>
<P ALIGN="JUSTIFY">10.6 <B>Entire Agreement.  </B>The parties hereto acknowledge
that each has read this Agreement, understands it, and agrees to be bound by its
terms.  The parties further agree that this Agreement, including <U>Exhibit
A</U> attached hereto, shall constitute the complete and exclusive statement of
the agreement between the parties and supersedes all proposals (oral or
written), understandings, representations, conditions, covenants, and all other
communications between the parties relating to the subject matter
hereof.</P>
<P ALIGN="JUSTIFY">10.7 <B>Governing Law.  </B>This Agreement shall be governed
by the law of the State of California.</P>
<P ALIGN="JUSTIFY">10.8 <B>Assignment and Successors.  </B>The Company shall have
the right to assign its rights and obligations under this Agreement to an entity
that acquires substantially all of the assets of the Company, whether by merger
or otherwise.  The rights and obligations of the Company under this Agreement
shall inure to the benefit and shall be binding upon the successors and assigns
of the Company.</P>
</DIR>
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<P ALIGN="CENTER">&nbsp;</P>
</B><P ALIGN="JUSTIFY">IN WITNESS WHEREOF, the parties have executed this
Agreement as of the Execution Date.</P>
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<P>MARKETWATCH.COM, INC.</P>
<P>___________________________</P>
<P>Larry Kramer<BR>
Chief Executive Officer</P></DIR>
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<P>&nbsp;</P><DIR>
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<P>EXECUTIVE</P>
<P>___________________________</P>
<P>Jeff Davis</P>
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<B><P ALIGN="CENTER">Exhibit A</P>
<P ALIGN="CENTER">ANNUAL BONUS</P>
</B><P>&nbsp;<B>Annual Bonus Rate</B>:  Executive is eligible to receive an
Annual Bonus of up to forty  percent (40%) of the then-applicable Base Salary
actually paid in a given year.  </P>
<P>There are two components to the Annual Bonus, a Discretionary Component and a
Guaranteed Component:</P>

<UL>
<B><LI>Discretionary Component</B>:  The Discretionary Component shall be up to
20% of Executive's then-applicable Base Salary actually paid in a given year.
The Board or Compensation Committee has full discretion to decide when, if and
how much of the Discretionary Component of the Bonus to give to Executive.</LI>
<B><LI>Guaranteed Component.  </B>The Guaranteed Component shall be 20% of
Executive's then-applicable Base Salary actually paid in a given year, and is
payable in full upon the Company's achievement of the financial objectives,
which objectives shall be determined annually by the Board of
Directors.</LI></UL>


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