Vice President of Product Development Employment Agreement

EXHIBIT


EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT is executed this 24 day of April, 1998, and effective as of January 1, 1998 (the "Effective Date"), by and between OLD RIG, Inc. ("OLD RIG" and, prior to the Assignment (defined below), the "Company"), a Delaware corporation which is the general partner of Realty Information Group, L.P. ("RIGLP"), a Delaware limited partnership, and David M. Schaffel ("Executive").


WHEREAS, Executive has been heretofore employed by OLD RIG in the capacity of Vice President of Product Development;


WHEREAS, OLD RIG desires to retain Executive in such capacity;


WHEREAS, Executive desires to remain employed in such capacity by OLD RIG upon the terms and conditions hereinafter set forth; and


WHEREAS, Executive and OLD RIG acknowledge that it is presently contemplated that, in connection with an initial public offering (the "Offering") of, or other significant transaction involving, the stock of Realty Information Group, Inc., a Delaware corporation ("RIG" and, after the Assignment (defined below), the "Company"), formerly known as Realty Information Group (Delaware), Inc., (i) OLD RIG and RIGLP will be consolidated with RIG, and (ii) this Employment Agreement will be automatically assigned to and assumed by RIG pursuant to Section 15 without further action by any party.


NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, and in consideration of the mutual covenants herein contained, agree as follows:


1. Employment. The Company agrees to employ Executive at the Company's offices in the greater Washington metropolitan area, and Executive agrees to be so employed, in the capacity of Vice President of Product Development. Executive shall perform such functions and undertake such responsibilities as are assigned from time to time by the President of the Company or the Board of Directors. The Company and Executive agree that this agreement terminates and replaces any previous employment agreements between Executive and the Company.


2. Term. The term of Executive's employment under this Agreement shall commence on the Effective Date and shall continue for the initial term set forth of two (2) years (the "Initial Term"), and for automatic and successive renewal terms of one (1) year each (each, a "Renewal Term" and collectively, the "Renewal Terms"), unless either the Company or Executive elects not to extend the term beyond the Initial Term or any Renewal Term (herein, the Initial Term or a Renewal Term is sometimes referred to as the "Current Term") and gives to the other party hereto written notice of termination at least six (6) months prior to the end of the Initial Term or at least three (3) months prior to the end of the Renewal Term.


3. Full time and efforts. Executive shall diligently and conscientiously de vote his full time, exclusive attention and best efforts to his duties under this contract.


4. Compensation.


(a) Commencing as of the Effective Date of this Agreement and until the Offering, the Company shall pay Executive base compensation for his services at the annual rate then in effect under Executive's existing arrangements with the Company (the "Base Compensation"). Commencing as of the effective date of the Offering, Executive's Base Compensation shall be $120,000 per year. The President of the Company in consultation with the Compensation Committee of the Board of the Company will review Executive's performance and determine any appropriate increases annually thereafter. Base Compensation shall be payable in biweekly or such other installments as shall be consistent with the Company's payroll procedures for its senior executives.


(b) In addition, Executive shall be eligible to earn an annual performance bonus (the "Annual Bonus") pursuant to criteria negotiated with the President and approved by the Compensation Committee of the Board of Directors of the Company. The Annual Bonus, if any, shall be paid within one-hundred twenty (120) days of the end of the relevant measuring period. It is expected that the Annual Bonus will be at a target level of not less than 25% nor more than 50% of the Base Compensation paid during such calendar year.


(c) RIG shall adopt as of the effectiveness of its Offering, and maintain for the benefit of Executive for as long as any options are outstanding, a Stock Option Plan (the "Stock Option Plan"). Under the Stock Option Plan, RIG will grant to Executive as of the effectiveness of the Offering an option to purchase such number of shares of RIG common stock as 12,849 units of RIGLP would be converted in the Offering. The exercise price of the options shall be the fair market value of such stock on the grant date (measured by the price of such stock determined at the pricing meeting of underwriters in connection with the Offering). Options granted to Executive under the Stock Option Plan may be non-qualified stock options or "incentive stock options" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). Such options shall vest: 25% upon the effectiveness of the Offering; 25% on December 31, 1998; 25% on December 31, 1999; and 25% on December 31, 2000.


(d) In the event that no Offering shall occur but the Company, OLD RIG or RIGLP shall consummate a Significant Equity Transaction during the term of this Agree ment, then immediately prior to the consummation of such transaction the Company, OLD RIG or RIGLP, as the case may be, shall grant to Executive options to purchase 40,000 shares of common stock of the Company, 12,849 shares of OLD RIG or 12,849 units of RIGLP, as the case may be, at a price per share or unit equivalent to the price being paid by the purchaser in such Significant Equity Transaction. Such options will vest as provided in Section 4(c). For purposes of this clause (d), "Significant Equity Transaction" shall mean any equity funding of the


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Company, OLD RIG or RIGLP, as the case may be, in which the purchaser invests at least $15 million in such entity or entities.


5. Benefits. Executive shall be entitled to participate in, and receive benefits from any insurance, medical, disability, vacation or pension plan of the Company for which Executive satisfies the generally applicable criteria for eligibility, and to other perquisites which may be in effect at any time during the term hereof that are generally available to senior executive officers of the Company.


6. Expense reimbursement. The Company shall reimburse Executive for all categories of expenses incurred in carrying out his duties under this Agreement that the Company's policies regard as reasonable and necessary. Executive shall present to the Company from time to time an itemized account of such expenses in any form required by the Company.


7. Termination without cause.


(a) By the Company. The Company may terminate this Agreement without cause upon sixty (60) days' written notice. In such an event (i) all of Executive's unvested options due to vest within the next twelve (12) months will vest and (ii) Executive will, as severance and liquidated damages and in consideration of his execution of a complete and absolute release of the Company and its officers from any and all further claims, receiv ...