Marketwatch Inc Watch

from 8-K 3 pages Amendment to Employment Agreement

from 8-K 3 pages Amendment to Employment Agreement

from 8-K 3 pages Amendment to Employment Agreement

from 8-K 3 pages Retention Bonus Plan

from 8-K 4 pages Amendment to Employment Agreement

from DEFA14A 4 pages Amendment to Employment Agreement

from 10-Q 4 pages August 27, 2004 Paul Mattison 16 West 16 Street, # Phdn New York, Ny 10011 Re: Offer of Employment by Marketwatch, Inc. Compensation. • Base Salary. Your Annual Base Salary of $275,000 Will Be Paid on a Semi-Monthly Basis, Less Applicable Withholding and Taxes as Required by Law. Your Annual Salary Will Be Prorated as Necessary to Reflect the Actual Days of Employment Completed by You During the Year. • Bonus. You Are Eligible to Receive an Annual Bonus of Up to Fifty Percent (50%) of Your Then-Applicable Base Salary Actually Paid in a Given Year. There Are Two Components to the Annual Bonus, a Discretionary Component and a Guaranteed Component: • Discretionary Component: The Discretionary Component Shall Be Up to 25% of Your 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 You. • Guaranteed Component. the Guaranteed Component Shall Be 25% of Your 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. • You Must Be an Employee of the Company at the Time the Bonus Is Paid to Be Eligible to Receive the Bonus

from 10-Q 3 pages September 2, 2004 Joan Platt Marketwatch, Inc. 825 Battery St. San Francisco, Ca 94111 Re: Termination of Employment Contract; Continued Employment • Your Base Salary in the Amount of $295,000 Shall Be Paid as Salary Continuation in Equal Payments for a Period of One Year After the Termination Date. • Your Target Bonus for the Year in the Amount of $147,500 Shall Be Paid in Equal Installments for a Period of One Year After the Termination Date. • the Unvested Portion of Any Outstanding Stock Options Held by You on the Termination Date Shall Immediately Vest and Become Exercisable in Full and Shall Be Exercisable for a Period of 90 Days After the Last Day of the Term (Defined Below). Continued Service. We Are Pleased That You Have Agreed to Continue for an Additional Month to Assist in the Transition of Your Duties to the New Chief Financial Officer, Subject to the Terms and Conditions of Employment Set Forth Below. • Term. Your Continued Employment With the Company Shall Be From the Termination Date Until October 8, 2004 (The “Term”), Unless Mutually Agreed to Be Extended for an Additional Period of Time. • Responsibilities. During the Term, You Will Have the Following Responsibilities: • Assist in the Transition of Your Former Duties as CFO to Paul Mattison. • Such Other Duties That Are Mutually Agreed Between You and the Company. • Compensation. Your Current Annual Salary of $295,000 Will Continue to Be Paid on a Semi-Monthly Basis, Less Applicable Withholding and Taxes as Required by Law. Your Annual Salary Will Be Prorated as Necessary to Reflect the Actual Days of Employment Completed by You During the Term

from 8-K Form of Option Agreement for Directors Under the 2004 Stock Incentive Plan

from 8-K ~5 pages Marketwatch, Inc. 2004 Stock Incentive Plan 2004 Non-Employee Director Option Program Form of Notice of Non-Qualified Stock Option Award

from 8-K Amended and Restated Non-Employee Director Option Program

from 8-K 1 page Marketwatch, Inc. Amended and Restated 2004 Non-Employee Director Option Program

from 8-K Form of Option Agreement for Employees Under the 2004 Stock Incentive Plan

from 8-K 1 page Marketwatch, Inc. 2004 Stock Incentive Plan Form of Notice of Stock Option Award

from 8-K Restricted Stock Bonus Award Agreement of Lawrence S. Kramer, Dated as of September 24, 2004.

from 8-K ~5 pages Marketwatch, Inc. 2004 Stock Incentive Plan Notice of Restricted Stock Bonus Award

from 8-K Amended and Restated Employment Agreement of Lawrence S. Kramer, Effective as of July 1, 2004.

from 8-K ~5 pages Amended and Restated Employment Agreement

from 8-K Option Agreement of Paul J. Mattison

from 8-K ~5 pages Marketwatch, Inc. 2004 Stock Incentive Plan Notice of Stock Option Award