SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (this “Agreement”), dated May 27, 2003, is made by and between LookSmart, Ltd.,
a Delaware corporation (the “Company”), and Dianne Dubois, residing in San Francisco, California (the “Employee”).
WHEREAS, Employee is employed by the Company as Chief Financial Officer; and
WHEREAS, the Company and Employee have entered into a Confidentiality Agreement (the “Confidentiality Agreement”),
an Indemnification Agreement (the “Indemnification Agreement”), and a Secured Promissory Note (the “Secured Promissory
NOW THEREFORE, in consideration of the mutual promises made herein, the Company and Employee (collectively
referred to as the “Parties”) hereby agree as follows:
1. Consideration .
(a) The Company agrees, contingent upon Employee’s completing a smooth Transition Period:
(i) to continue Employee’s employment, under the existing terms except that Employee will no longer earn leave
after the Transition Period, from the date hereof through the earlier of December 31, 2003, or the date Employee accepts other
employment in order for Employee to transfer her Company knowledge and responsibilities to one or more other Company
employees. If Employee accepts other employment before December 31, 2003, the Company will pay Employee a lump sum
equivalent to the amount of her base salary, less normal withholding, from such date through December 31, 2003;
(ii) to reimburse Employee for any business-related use of her cellular telephone during the Transition Period;
(iii) to provide a reference for Employee from the Chief Executive Officer.
(b) Employee agrees:
(i) to resign her title as Chief Financial Officer at the end of the Transition Period by submitting to the Company
her resignation in the form attached hereto as Attachment A;
(ii) to perform her duties as mutually agreed in a professional and timely manner through the Transition Period,