CIO EMPLOYMENT AGREEMENT.-M STRAUSBERG

AMENDED AND RESTATED EMPLOYMENT AGREEMENT made as of the 6th day of May 1999 (the "Effective Date"), between EDGAR Online, Inc. with its principal office at 50 Washington Street, Norwalk, Connecticut ("Company"), and Marc Strausberg having an address at 196 Haviland Court, Stamford, Connecticut 06903 ("Employee").



W I T N E S S E T H:



WHEREAS, the Company operates an Internet financial information business; and



WHEREAS, the Company and the Employee entered into an employment agreement dated as of January 1, 1996 (the "Original Agreement"); and



WHEREAS, the Company and the Employee desire to amend certain provisions of the employment agreement by entering into an amended and restated employment agreement.



NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth, the parties agree as follows:



1. Employment. The Company shall employ the Employee and the Employee shall serve the Company, upon the terms and conditions hereinafter set forth.





2. Term. The term of the Employee's employment shall commence on the Effective Date and unless terminated earlier or extended as provided below, shall continue for a period of five years from the Effective Date (the "Employment Term"). Upon the expiration of the initial employment term and on each anniversary date thereafter, the employment of Employee shall be renewed and extended for an additional year unless either party provides written notice to the other party, of his or its, as the case may be, desire to terminate this Agreement at least thirty (30) days prior to the renewal date.







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3. Duties. During the Employment Term, the Employee shall have such duties, functions, authority and responsibilities normally associated with the positions and offices of Chairman of the Board of Directors and Chief Information Officer. During the Employment Term, the Employee shall devote his full attention and business time to the business and affairs of the Company and the Employee will use his best efforts to perform faithfully and efficiently, and to discharge, the Employee's responsibilities and duties under this Agreement. Notwithstanding the foregoing, the Employee may devote such time to manage his personal affairs and to serve on community, corporate, civic, professional or charitable boards or committees, so long as such activities do not unreasonably interfere with the performance of the Employee's duties and responsibilities under this Agreement.



4. Compensation and Employee Benefits.



(a) The Employee's base salary during the initial term of employment shall be no less than $150,000 commencing on the Effective Date payable in accordance with the Company's payroll practices as in effect from time to time. The Employee's base salary will be reviewed annually by the Company's Board of Directors (the "Board") to determine whether an increase is warranted or appropriate. The Employee also will be entitled to be considered for awards each year under the Company's then existing incentive compensation program, which may take into account individual and Company-wide performance, or such other performance criteria as the Board may from time to time apply.



(b) The Employee hereby waives any and all rights that he may have had to annual salary increases for years 1997, 1998 and 1999 under the terms and conditions of the Original Agreement. The Company agrees to pay the Employee all salary previously deferred at the earlier of (i) the demand by the Employee which can be made at any time following the first





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anniversary of the Effective Date and (ii) the closing date of the initial public offering of the Company's common stock.



5. Benefits. During the Employment Term, the Employee shall have the right to participate in such health and disability insurance plans which the Company may provide to its senior executive officers and for which the Employee is eligible, the premiums of which shall be paid by the Company (e.g., long term disability, life insurance and medical insurance for the Employee and his dependents). During the Employment term, the Employee will be entitled four weeks of paid vacation in accordance with the Company's policy. Such vacation may be taken in the Employee's discretion with the prior approval of the Company, and at such time or times as are not inconsistent with the reasonable business needs of the Company.



6. Business Expenses. All reasonable travel, entertainment and other expenses incident to the performance of the Employee's duties or the rendering of services incurred on behalf of the Company by the Employee during the Employment Term shall be paid by the Company.



7. Termination. Notwithstanding the provisions of Section 2 hereof, the Employee's employment with the Company may be earlier terminated as follows:



(a) By action taken by the Board, the Employee may be discharged for cause (as defined below), effective as of such time as the Board shall determine. Upon discharge of the Employee pursuant to this Section 7(a), the Company shall have no further obligation or duties to the Employee, except for payment of (i) the deferred salary amount discussed in Section 4(b) hereof and (ii) accrued salary, bonus and benefits payable to the Employee through the date of termination of employment, and the Employee shall have no further obligations or duties to the Company, except as provided in Section 8.





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(b) In the event of (i) the death of the Employee or (ii) by action of the Board in the event of the inability of the Employee, by reason of physical or mental disability, to continue substantially to perform his duties hereunder for an aggregate period of 180 days during the Employment Term, during which 180 day period salary and any other benefits hereunder shall not be suspended or diminished. Upon any termination of the Employee's employment under this Section 7(b), the Company shall have no further obligations or duties to the Employee, except for payment of (i) the deferred salary amount discussed in Section 4(b) hereof and (ii) accrued salary, bonus and benefits payable to the Employee through the date of termination of employment, and the Employee shall have no further obligations or duties to the Company, except as provided in Section 8.





(c) In the event that there is a change of control of the Company (as defined below), and the Agreement is terminated by either the Employee or the Company for whatever reason within one year of such a change of control, the Company shall pay to the Employee, in addition to the payment of (i) the deferred salary amount discussed in Section 4(b) hereof and (ii) accrued salary, bonus and benefits payable to the Employee through the date of termination of employment, a severance payment from the Company equal to the product of 2.99 times the sum of ...