This Agreement is made by and between LookSmart, Ltd. ("the Company"), and you, Ned Brody, as of January
25, 2001 (the "Effective Date").
1. Duties and Scope of Employment. As of the Effective Date, you will continue to serve as Chief Financial
Officer of LookSmart, Ltd. You will render such business and professional services in the performance of your
duties, consistent with your position within the Company, as shall reasonably be assigned to you by the Board of
Directors (the "Board") or the CEO. You will devote your efforts and time as necessary to the Company and
such of its subsidiaries as the Board or CEO may designate. The period of your employment under this
Agreement is referred to herein as the "Employment Term."
2. At-Will Employment. Your employment with the Company constitutes "at-will" employment. You and the
Company acknowledge that this employment relationship may be terminated at any time, upon written notice to
the other party, with or without good cause or for any or no cause, at the option of either you or the Company.
3. Employee Benefits. During the Employment Term, you will be eligible eligible to participate in accordance with
the terms of all Company employee benefit plans that are applicable to other employees of the Company, as such
plans and terms may exist from time to time.
(a) Base Salary. During the Employment Term, the Company will pay you as compensation for your services a
salary at the annualized rate of $200,000.
(b) Stock Options. During the Employment Term, your unexpired stock options will continue to vest and become
exercisable pursuant to the terms and conditions of the stock option plans and the applicable stock option
agreements by and between you and the Company, assuming in each case that you are a Company employee on
each vesting date and that you are in compliance with all of your obligations under this Agreement. Subject to (1)
the approval of the Board, (2) your execution of the Sett