JUPITER MEDIA METRIX INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>y52476ex10-1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>   1


                                                                    Exhibit 10.1


                              EMPLOYMENT AGREEMENT

        This Employment Agreement (the "Agreement"), made and entered into this
12th day of July, 2001, by and between Jupiter Media Metrix, Inc., a Delaware
corporation (the "Company"), and Robert Becker (the "Executive").

                                   WITNESSETH

        WHEREAS, the Company has a need for the Executive's service in an
executive capacity;

        WHEREAS, the Executive possesses the necessary strategic, financial,
planning, operational and managerial skills necessary to fulfill those needs;

        WHEREAS, the Executive and the Company desire to enter into a formal
Employment Agreement to set forth the terms and conditions of the Executive's
employment with the Company.

        NOW, THEREFORE, in consideration of the mutual promises, terms,
provisions, and conditions contained herein, the parties agree as follows:

        1.      Position.

                The Company hereby agrees to employ the Executive to serve in
the role of Chief Executive Officer, subject to the terms and conditions
contained herein. The Executive shall, at all times during the Term, report
directly to the Board of Directors of the Company (the "Board"). The Executive
accepts such employment upon the terms and conditions contained herein, and
further agrees to perform to the best of his abilities the duties generally
associated with his position, as well as such other duties commensurate with his
position as may be reasonably assigned by the Board. The Executive shall perform
his duties diligently and faithfully and shall devote his full business time and
attention to such duties, provided that the Executive may devote time and
attention to personal financial matters and charitable activities. The Executive
shall be appointed to serve on the Board for a term expiring at the meeting of
the Company's shareholders held in 2003 and shall be nominated for a successive
term on the Board so long as the Executive remains employed by the Company as
Chief Executive Officer at the time such nominations are made. The Executive
agrees to resign his position as a member of the Board upon the termination of
his employment with the Company for any reason or at such time he ceases to
serve as the Company's Chief Executive Officer.

        2.      Term of Agreement and Renewal.

                The term of Executive's employment under this Agreement will
commence on the date of this Agreement (the "Effective Date"). Subject to the
provisions of Section 8 of this Agreement, the term of Executive's employment
hereunder shall be for an initial term of three (3) years from the Effective
Date (the "Initial Term"). The Initial Term of this Agreement shall be
automatically extended for successive one (1) year periods (each a "Renewal
Period") unless the Company or the Executive gives written notice to the other
at least ninety (90) days prior to the expiration of the Initial Term, or a
Renewal Period, of such party's election not to extend this



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Agreement. References herein to the "Term" shall mean the Initial Term as it may
be so extended by one or more Renewal Periods. The last day of the Term is the
"Expiration Date."

        3.      Compensation and Benefits.

                (a)     Salary. Commencing on the Effective Date, the Company
agrees to pay the Executive a base salary at an initial annual rate of three
hundred and fifty thousand dollars ($350,000.00), payable in such installments
as is the policy of the Company (the "Salary"), but no less frequently than
monthly. Thereafter, the Board shall determine appropriate increases to
Executive's Salary but in no event shall diminish the amount of Executive's
Salary below the initial annual rate, or below any increased rates, unless all
of the senior executives of the Company undergo comparable decreases.

                (b)     Bonus. The Executive shall be eligible to receive annual
bonuses, up to a maximum of 75% of the annual Salary (inclusive of any
guaranteed bonus as set forth below), based on his achievement of reasonable
performance goals to be agreed upon by the Company and the Executive in good
faith within sixty days of the Effective Date and within sixty days of the
commencement of each calendar year during the Term. For calendar year 2001, the
Executive shall receive a guaranteed bonus of 50% of the annual Salary and such
guaranteed bonus, as well as any additional bonus awarded to Executive for
calendar year 2001 under the preceding sentence, shall be paid to Executive on
or about the first anniversary of this Agreement; for calendar year 2002, the
Executive shall receive a guaranteed bonus of 30% of the Annual Salary and such
guaranteed bonus, as well as any additional bonus awarded to Executive for
calendar year 2002 under the preceding sentence, shall be paid to Executive on
or about the second anniversary of this Agreement; and for calendar year 2003,
the Executive shall receive a guaranteed bonus of 30% of the Annual Salary and
such guaranteed bonus, as well as any additional bonus awarded to Executive for
calendar year 2003 under the preceding sentence, shall be paid to Executive on
or about the third anniversary of this Agreement. For subsequent calendar years
during the Term, the Executive shall receive a guaranteed bonus of 30% of the
Annual Salary and the timing of the payment of any bonus for any subsequent
calendar year shall be agreed to by the Company and the Executive at the end of
the Initial Term or relevant Renewal Period.

                (c)     Benefits. The Executive shall be entitled to participate
in all employee benefit plans which the Company provides or may establish from
time to time for the benefit of its employees, including, without limitation,
group life, medical, surgical, dental and other health insurance, short and
long-term disability, deferred compensation, profit-sharing, paid vacation and
similar benefits.

                (d)     Stock Options. As of the Effective Date, the Company
shall grant the Executive, pursuant to the Company's 2000 Equity Incentive Plan,
an option to purchase one million (1,000,000) shares of the Company's common
stock at a purchase price equal to the fair market value of the shares at the
time of the grant, vesting as to 25% of the option shares on the first
anniversary of the grant, and in thirty six (36) equal monthly installments
thereafter, in each case as long as the Executive is employed by the Company on
such vesting dates. In addition, as of the Effective Date, the Company shall
grant the Executive an option to purchase fifty thousand (50,000) shares of the
Company's common stock at a purchase price equal to the fair



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market value of the shares at the time of the grant, vesting as to 25% of the
option shares on the first anniversary of the grant, and in thirty six (36)
equal monthly installments thereafter, in each case as long as the Executive is
employed by the Company on such vesting dates; provided, however, that such
option grant shall not be made pursuant to the Company's Stock Option Plan but
shall, to the extent legally permissible, be subject to the same terms and
conditions of the standard Stock Option Agreement utilized by the Company in
connection with grants made under the 2000 Equity Incentive Plan. The Executive
shall be eligible to receive additional option grants as part of the Company's
annual option grant program, in an amount determined by the Board or the
appropriate committee thereof, in their sole discretion.

                (e)     Expenses. The Company shall pay or reimburse the
Executive for all reasonable out-of-pocket expenses actually incurred by him
during the Term in performing services hereunder, provided that the Executive
properly accounts for such expenses in accordance with the Company's policies.

                (f)     Relocation Expenses. The Company shall pay the
reasonable relocation expenses incurred by Executive in connection with his
relocation from the Boston area to the New York City area.

        4.      Confidentiality, Disclosure of Information.

                (a)     The Executive recognizes and acknowledges that the
Executive has had and will have access to Confidential Information (as defined
below) relating to the business or interests of the Company or of persons with
whom the Company may have business relationships. The Executive will not during
the Term, or at any time thereafter, use, disclose or permit to be known by any
other person or entity, any Confidential Information of the Company (except as
required by applicable law or in connection with the performance of the
Executive's duties and responsibilities hereunder). The term "Confidential
Information" means information relating to the Company's business affairs,
proprietary technology, trade secrets, patented processes, research and
development data, know-how, market studies and forecasts, competitive analyses,
pricing policies, employee lists, employment agreements (other than this
Agreement), personnel policies, the substance of agreements with customers,
suppliers and others, marketing arrangements, customer lists, commercial
arrangements, or any other information relating to the Company's business that
is not generally known to the public or to actual or potential competitors of
the Company (other than through a breach of this Agreement). This obligation
shall continue until such Confidential Information becomes publicly available,
other than pursuant to a breach of this Agreement by the Executive, regardless
of whether the Executive continues to be employed by the Company.

                (b)     It is further agreed and understood by and between the
parties to this Agreement that all "Company Materials," which include, but are
not limited to, computers, computer software, computer disks, tapes, printouts,
source, HTML and other code, flowcharts, schematics, designs, graphics,
drawings, photographs, charts, graphs, notebooks, customer lists, sound
recordings, other tangible or intangible manifestation of content, and all other
documents whether printed, typewritten, handwritten, electronic, or stored on
computer disks, tapes, hard drives, or any other tangible medium, as well as
samples, prototypes, models, products and the like, shall be the exclusive
property of the Company and, upon termination of Executive's



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employment with the Company, and/or upon the request of the Company, all Company
Materials, including copies thereof, as well as all other Company property then
in the Executive's possession or control, shall be returned to and left with the
Company.

        5.      Inventions Discovered by Executive.

                The Executive shall promptly disclose to the Company any
invention, improvement, discovery, process, formula, or method or other
intellectual property, whether or not patentable or copyrightable (collectively,
"Inventions"), conceived or first reduced to practice by the Executive, either
alone or jointly with others, while performing services hereunder (or, if based
on any Confidential Information, at any time during or after the Term), (a)
which pertain to any line of business activity of the Company, whether then
conducted or then being actively planned by the Company, with which the
Executive was or is involved, (b) which is developed using time, material or
facilities of the Company, whether or not during working hours or on the Company
premises, or (c) which directly relates to any of the Executive's work during
the Term, whether or not during normal working hours. The Executive hereby
assigns to the Company all of the Executive's right, title and interest in and
to any such Inventions. During and after the Term, the Executive shall execute
any documents necessary to perfect the assignment of such Inventions to the
Company and to enable the Company to apply for, obtain and enforce patents,
trademarks and copyrights in any and all countries on such Inventions,
including, without limitation, the execution of any instruments and the giving
of evidence and testimony, without further compensation beyond the Executive's
agreed compensation during the course of the Executive's employment. Without
limiting the foregoing, the Executive further acknowledges that all original
works of authorship by the Executive, whether created alone or jointly with
others, related to the Executive's employment with the Company and which are
protectable by copyright, are "works made for hire" within the meaning of the
United States Copyright Act, 17 U.S.C. Section 101, as amended, and the
copyright of which shall be owned solely, completely and exclusively by the
Company. If any Invention is considered to be work not included in the
categories of work covered by the United States Copyright Act, 17 U.S.C. Section
101, as amended, such work is hereby assigned or transferred completely and
exclusively to the Company. The Executive hereby irrevocably designates counsel
to the Company as the Executive's agent and attorney-in-fact to do all lawful
acts necessary to apply for and obtain patents and copyrights and to enforce the
Company's rights under this Section. This Section 5 shall survive the
termination of this Agreement. Any assignment of copyright hereunder includes
all rights of paternity, integrity, disclosure and withdrawal and any other
rights that may be known as or referred to as "moral rights" (collectively
"Moral Rights"). To the extent such Moral Rights cannot be assigned under
applicable law and to the extent the following is allowed by the laws in the
various countries where Moral Rights exist, the Executive hereby waives such
Moral Rights and consents to any action of the Company that would violate such
Moral Rights in the absence of such consent. The Executive agrees to confirm any
such waivers and consents from time to time as requested by the Company.



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        6.      Non-Competition and Non-Solicitation.

                The Executive acknowledges that the Company has invested
substantial time, money and resources in the development and retention of its
customers, accounts, business partners, Inventions, and other Confidential
Information (including trade secrets), and further acknowledges that during the
course of the Executive's employment with the Company the Executive has had and
will have access to the Company's Inventions and Confidential Information
(including trade secrets), and will be introduced to existing and prospective
customers, accounts and business partners of the Company.

                In recognition of this, the Executive covenants and agrees that:

                (a)     During the Term, and for a period of two (2) years
thereafter, the Executive may not, without the prior written consent of the
Company, (whether as an employee, agent, servant, owner, partner, consultant,
independent contractor, representative, stockholder or in any other capacity
whatsoever) participate in any business that offers products or services
directly competitive with those offered by the Company (a "Business").
Notwithstanding the foregoing, the Executive shall be permitted to consult for
or be employed by an entity engaging in a Business during the two year
post-employment non-competition period if he works for a independently-managed
and operated subsidiary, affiliate or division of such entity that does not
engage in a Business and does not perform any services for the aspects of such
entity engaging in a Business. Nothing herein shall prevent the Executive from
acquiring or owning 3% or less of any publicly-traded class of securities so
long as the Executive holds such securities as a passive investment.

                (b)     During the Term, and for a period of two (2) years
thereafter, the Executive may not entice, solicit or encourage any Company
employee to leave the employ of the Company or any independent contractor to
sever its engagement with the Company, absent prior written consent to do so
from the Company.

                During the Term, and for a period of two (2) years thereafter,
the Executive may not, directly or indirectly, entice, solicit or encourage any
customer or prospective customer of the Company to cease doing business with the
Company, reduce its relationship with the Company or refrain from establishing
or expanding a relationship with the Company, absent prior written consent to do
so from the Company.

        7.      Provisions Necessary and Reasonable.

                (a)     The Executive agrees that (i) the provisions of Sections
4, 5 and 6 of this Agreement are necessary and reasonable to protect the
Company's Confidential Information, Inventions, and goodwill; (ii) the specific
temporal, geographic and substantive provisions set forth in Section 6 of this
Agreement are reasonable and necessary to protect the Company's business
interests; and (iii) in the event of any breach of any of the covenants set
forth herein, the Company would suffer substantial irreparable harm and would
not have an adequate remedy at law for such breach. In recognition of the
foregoing, the Executive agrees that in the event of a breach or threatened
breach of any of these covenants, in addition to such other remedies as the
Company may have at law, without posting any bond or security, the Company shall
be entitled



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to seek and obtain equitable relief, in the form of specific performance, and/or
temporary, preliminary or permanent injunctive relief, or any other equitable
remedy which then may be available. The seeking of such injunction or order
shall not affect the Company's right to seek and obtain damages or other
equitable relief on account of any such actual or threatened breach.

                (b)     If any of the covenants contained in Sections 4, 5 and 6
hereof, or any part thereof, are hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect without regard to the invalid
portions.

                (c)     If any of the covenants contained in Sections 4, 5 and 6
hereof, or any part thereof, are held to be unenforceable by a court of
competent jurisdiction because of the temporal or geographic scope of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or geographic
area of such provision and, in its reduced form, such provision shall be
enforceable.

        8.      Termination and Severance.

                Notwithstanding the provisions of Section 2 of this Agreement,
the Executive's employment hereunder may terminate under the following
circumstances:

                (a)     Termination by the Company for Cause. The Company may
terminate this Agreement for Cause at any time, upon written notice to the
Executive setting forth in reasonable detail the nature of such Cause. For
purposes of this Agreement, Cause is defined as (i) the Executive's material
breach of the terms of this Agreement; (ii) the Executive's commission of any
felony or any crime involving moral turpitude; or (iii) gross negligence or
willful misconduct by the Executive in connection with his position hereunder or
the Executive's willful refusal to perform his duties hereunder or the lawful
directives of the Board, after thirty (30) days' written notice and an
opportunity to cure. A termination of the Executive's employment hereunder for
Cause shall occur only through a majority vote of the Board after the Executive
has been afforded an opportunity to appear before the Board, with counsel, to
present his position. Upon the termination of the Executive's employment
hereunder for Cause, the Company shall have no further obligation or liability
to the Executive other than for Salary earned under this Agreement prior to the
date of termination, and any accrued but unused vacation.

                (b)     Termination by the Company Without Cause. The
Executive's employment hereunder may be terminated without Cause by the Company
upon written notice to the Executive, provided, however, that if the Company
terminates the Executive's employment without Cause, or the Executive terminates
his employment for Good Reason, as defined below, the Company shall, in addition
to providing the payments required upon a termination pursuant to Section 8(a)
above, (i) continue to pay the Executive the Salary and shall provide health
coverage, under the same conditions as exist at the time of termination, for a
period of eighteen (18) months, and shall, in addition, pay the Executive 30%
of the Executive's total Salary for such eighteen (18) month period (either over
the 18 month period together with the Salary payments or when the Company
customarily pays bonuses to Employees, at the Company's sole discretion).; and
(ii) as to stock options granted by the Company to the Executive hereunder or



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granted after the Effective Date ("Acceleration Options"), any portion of such
Acceleration Options which is unvested shall accelerate and vest in full, and
the Executive shall be permitted to exercise vested Acceleration Options up to
one (1) year after the effective date of the termination. In the event that the
Company elects not to renew this Agreement following the expiration of the
Initial Term or any Renewal Period, the Company shall continue to pay the
Executive the Salary and shall provide health coverage, under the same
conditions as exist at the time of the expiration of the Initial Term or the
relevant Renewal Period, for a period of eighteen (18) months, and shall, in
addition, pay the Executive 30% of the Executive's total Salary for such
eighteen (18) month period (either over the 18 month period together with the
Salary payments or when the Company customarily pays bonuses to Employees, at
the Company's sole discretion). As a condition of receiving severance benefits
pursuant to this Agreement, the Executive shall executive and deliver to the
Company prior to his receipt of such benefits a general release substantially in
the form attached hereto as Exhibit A.

                (c)     Termination by the Executive. The Executive may
terminate his employment hereunder at any time without Good Reason upon one (1)
month's written notice to the Company. Upon the termination of the Executive's
employment hereunder by the Executive without Good Reason, the Company shall
have no further obligation or liability to the Executive other than for Salary
earned under this Agreement prior to the date of termination, the pro rated
portion of any guaranteed bonus earned through the date of termination and any
accrued but unused vacation. The Executive may also terminate his employment
hereunder for "Good Reason," within ninety (90) days of the occurrence of any of
the following events (i) a material breach of this Agreement by the Company;
(ii) a material reduction in the Executive's title, duties or responsibilities
or the assignment to the Executive of duties inconsistent with his position, as
specified in Section 1 hereof; (iii) a change in the Executive's reporting
relationship so that he no longer reports directly to the Board of Directors of
the Company (or successor entity); or (iv) a relocation of the Executive's
worksite to a location not within fifty (50) miles of New York County, New York
(or during the first year of Term, to a location outside of Massachusetts or not
within fifty (50) miles of New York County, New York). The Executive shall give
the Company thirty (30) days' written notice and opportunity to cure prior to
any termination for Good Reason.

                (d)     Death. In the event of the Executive's death during the
Term of this Agreement, the Executive's employment hereunder shall immediately
and automatically terminate, and the Company shall have no further obligation or
duty to the Executive or his estate or beneficiaries other than for the Salary
earned under this Agreement to the date of termination, the pro rated portion of
any guaranteed bonus earned through the date of death and any payments or
benefits due under Company policies or benefit plans.

                (e)     Disability. The Company may terminate the Executive's
employment hereunder, upon written notice to the Executive, in the event that
the Executive becomes disabled during the Term through any condition of either a
physical or psychological nature and, as a result, is, with or without
reasonable accommodation, unable to perform the essential functions of the
services contemplated hereunder for (a) a period of ninety (90) consecutive
days, or (b) for shorter periods aggregating one hundred twenty (120) days
during any twelve (12) month period during the Term. Any such termination shall
become effective upon mailing or hand delivery of notice that the Company has
elected its right to terminate under this subsection 8(e), and the



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Company shall have no further obligation or duty to the Executive other than for
Salary earned under this Agreement prior to the date of termination, the pro
rated portion of any guaranteed bonus earned through the date of termination and
any payments or benefits due under Company policies or benefit plans.

        9.      Non-Disparagement.

                The Executive hereby agrees that during the Term, and at all
times thereafter, the Executive will not make any statement that is disparaging
about the Company, any of its officers, directors, employees or shareholders,
including, but not limited to, any statement that disparages the products,
services, finances, financial condition, capabilities or other aspect of the
business of the Company. The Executive further agrees that during the same
period the Executive will not engage in any conduct that is intended to inflict
harm upon the professional or personal reputation of the Company or any of its
officers, directors, employees or shareholders.

        10.     Representations Regarding Prior Work and Legal Obligations

                The Executive represents that the Executive has no agreement or
other legal obligation with any prior employer, or any other person or entity,
that restricts the Executive's ability to accept employment with, or to perform
any function for, the Company. The Executive acknowledges that the Executive has
not and will not misappropriate any Invention that the Executive played nay part
in creating while working for any former employer. The Executive has been
advised by the Company that at no time should the Executive divulge to or use
for the benefit of the Company any trade secret or confidential or proprietary
information of any previous employer. The Executive expressly acknowledges that
the Executive has not divulged or used any such information for the benefit of
the Company. The Executive acknowledges that the Company is basing important
business decisions on these representations, and affirms that all of the
statements included herein are true.

        11.     Choice of Law.

                The validity, interpretation and performance of this Agreement
shall be governed by, and construed in accordance with, the internal law of New
York, without giving effect to conflict of law principles.

        12.     Miscellaneous.

                (a)     Assignment. The parties acknowledge and agree that the
rights and obligations of the Company under this Agreement may be assigned by
the Company to any successors in interest. The Executive further acknowledges
and agrees that this Agreement is personal to the Executive and that the
Executive may not assign any rights or obligations hereunder.

                (b)     Withholding. All salary and bonus payments required to
be made by the Company to the Executive under this Agreement shall be subject to
all withholding required by law.



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                (c)     Entire Agreement. This Agreement sets forth the entire
agreement between the parties and, as of the Effective Date, supersedes any
prior communications, agreements and understandings, written or oral, with
respect to the terms and conditions of the Executive's employment other than any
written agreements executed by the parties in connection with the grant of stock
options to the Executive by the Company.

                (d)     Amendments. Any attempted modification of this Agreement
will not be effective unless signed by an officer of the Company and the
Executive.

                (e)     Waiver of Breach. The Executive understands that a
breach of any provision of this Agreement may only be waived by an officer of
the Company. The waiver by the Company of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach.

                (f)     Severability. If any provision of this Agreement should,
for any reason, be held invalid or unenforceable in any respect by a court of
competent jurisdiction, then the remainder of this Agreement, and the
application of such provision in circumstances other than those as to which it
is so declared invalid or unenforceable, shall not be affected thereby, and each
such provision of this Agreement shall be valid and enforceable to the fullest
extent permitted by law.

                (g)     Notices. Any notices, requests, demands and other
communications provided for by this Agreement shall be in writing and shall be
effective when delivered by private messenger, private overnight mail service,
or facsimile as follows (or to such other address as either party shall
designate by notice in writing to the other in accordance herewith):

                If to the Company:

                21 Astor Place
                New York, New York 10003
                Attention: General Counsel


                If to Executive:

                c/o Jupiter Media Metrix, Inc.
                21 Astor Place
                New York, New York 10003

                (h)     Survival. The Executive and the Company agree that
certain provisions of this Agreement shall survive the expiration or termination
of this Agreement and the termination of the Executive's employment with the
Company. Such provisions shall be limited to those within this Agreement which,
by their express and implied terms, obligate either party to perform beyond the
termination of the Executive's employment or termination of this Agreement.



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                (i)     Headings. The parties acknowledge that the headings in
this Agreement are for convenience of reference only and shall not control or
affect the meaning or construction of this Agreement.



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        IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as
of the day and year set forth above.




EXECUTIVE                                JUPITER MEDIA METRIX, INC.


/s/ Robert Becker                        By: /s/ Tod Johnson
--------------------------------            -----------------------------------
Robert Becker                            Name: Tod Johnson
                                               --------------------------------
                                         Title: Chief Executive Officer
                                                -----------------------------




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                                    EXHIBIT A

                              SEPARATION AGREEMENT
                               AND GENERAL RELEASE

        This Separation Agreement and General Release ("Agreement") is made and
entered into this ____ day of _____, _____, by and between JUPITER MEDIA METRIX,
INC. (hereinafter the "Company" or "Employer") and ROBERT BECKER ("Employee")
(hereinafter collectively referred to as the "Parties"), and is made and entered
into with reference to the following facts.

                                    RECITALS

        WHEREAS, Employee was hired by the Company in July 2001 as the Company's
Chief Executive Officer; and

        WHEREAS, the Company and Employee have agreed to terminate their
employment relationship effective ______, ____; and

        WHEREAS, the Parties each desire to resolve any potential disputes which
exist or may exist arising out of Employee's employment with the Company and/or
the termination thereof.

        NOW THEREFORE, in consideration of the covenants and promises contained
herein, the Parties hereto agree as follows:

                                    AGREEMENT

        1.      AGREEMENT BY THE COMPANY. In exchange for Employee's agreement
to be bound by the terms of this entire Agreement, including but not limited to
the Release of Claims in paragraph 3, the Company agrees to provide Employee
with the payment and benefits as provided for in Section 8 of the Employment
Agreement between the parties, dated July __, 2001.

        Employee acknowledges that, absent this Agreement, he has no legal,
contractual or other entitlement to the consideration set forth in this
paragraph and that the amount set forth in this paragraph constitute valid and
sufficient consideration for Employee's release of claims and other obligations
set forth herein.

        2.      RELEASE OF CLAIMS. Employee hereby expressly waives, releases,
acquits and forever discharges the Company and its divisions, subsidiaries,
affiliates, parents, related entities, partners, officers, directors,
shareholders, investors, executives, managers, employees, agents, attorneys,
representatives, successors and assigns (hereinafter collectively referred to as
"Releasees"), from any and all claims, demands, and causes of action which
Employee has or claims to have, whether known or unknown, of whatever nature,
which exist or may exist on Employee's behalf from the beginning of time up to
and including the date of this Agreement. As used in this paragraph, "claims,"
"demands," and "causes of action" include, but are not limited to, claims based
on contract, whether express or implied, fraud, stock fraud, defamation,
wrongful termination, estoppel, equity, tort, retaliation, intellectual
property, personal injury, spoliation of evidence, emotional distress, public
policy, wage and hour law, statute or common law, claims for severance pay,
claims related to stock options and/or fringe benefits, claims for attorneys'
fees, vacation pay, debts, accounts, compensatory damages, punitive or exemplary
damages, liquidated damages, and any and all claims arising under any federal,
state, or local statute, law, or ordinance prohibiting discrimination on account
of race, color, sex, age, religion, sexual orientation, disability or national
origin, including but not limited to, the Age Discrimination in Employment Act,



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Title VII of the Civil Rights Act of 1964 as amended, the Americans with
Disabilities Act, the Family and Medical Leave Act or the Employee Retirement
Income Security Act.

        3.      ACCEPTANCE OF AGREEMENT/REVOCATION. This Agreement was received
by Employee on ______, ____. Employee may accept this Agreement by returning a
signed original to the Company. This Agreement shall be withdrawn if not
accepted in the above manner on or before _______.

        4.      CONFIDENTIALITY. Employee understands and agrees that this
Agreement, and the matters discussed in negotiating its terms, are entirely
confidential. It is therefore expressly understood and agreed that Employee will
not reveal, discuss, publish or in any way communicate any of the terms, amount
or fact of this Agreement to any person, organization or other entity, with the
exception of his/her immediate family members and professional representatives,
unless required by subpoena or court order. Employee further agrees that he will
not, at any time in the future, make any statements to any third parties that
disparage any of the Releasees personally or professionally.

        5.      NEW YORK LAW APPLIES. This Agreement, in all respects, shall be
interpreted, enforced and governed by and under the laws of the State of New
York. Any and all actions relating to this Agreement shall be filed and
maintained in the federal and/or state courts located in the State and County of
New York, and the parties consent to the jurisdiction of such courts. In any
action arising out of this Agreement, or involving claims barred by this
Agreement, the prevailing party shall be entitled to recover all costs of suit,
including reasonable attorneys' fees.

        6.      VOLUNTARY AGREEMENT. EMPLOYEE UNDERSTANDS AND AGREES THAT HE MAY
BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS
THAT HE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH A FULL
UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.


        IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the dates provided below.



DATED:                       ,              JUPITER MEDIA METRIX, INC.
       ---------------------- -----


                                            By:
                                                --------------------------------

                                            Its:
                                                --------------------------------



DATED:                       ,              ROBERT BECKER
       ---------------------- -----


                                            ------------------------------------




                                                                              13

</TEXT>
</DOCUMENT>
