AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT (this “Amendment”) to the Employment Agreement (the “Employment Agreement”), dated as of November 16, 2004, between eFinancialNews Limited and James Bennett (“Employee”), as amended as of April 1, 2005 (to reflect Employee's employment with eFinancialCareers Limited (the “Company”), a wholly-owned subsidiary of Dice Holdings, Inc. (“DHI”)), is dated as of July 1, 2011.

WHEREAS, the Company and Employee wish to amend the Employment Agreement to (a) extend certain notice periods, (b) extend the duration of certain restrictive covenants and (c) provide for certain acceleration of vesting of Employee's outstanding equity-based awards under certain specified circumstances and additional change in control severance benefits.

NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, the parties hereby agree as follows:

1.Except as defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Employment Agreement.

2.Amendment to paragraph 1 of Employment Agreement. The first sentence of paragraph 1 of the Employment Agreement is deleted in its entirety and replaced with the following:

“You will be employed as Managing Director, EMEA & Asia Pacific for the Company, or in such other capacity of a like status as the Company may require.”

3.Amendment to paragraph 2 of Employment Agreement. Paragraph 2 of the Employment Agreement is hereby amended by replacing the phrase “until either party gives to the other three months' written notice to terminate your employment” with the phrase “until either party gives to the other six months' written notice to terminate your employment”.

4.Amendment to paragraph 3.2 of Employment Agreement. The second, third and fourth sentences of paragraph 3.2 of the Employment Agreement are deleted in their entirety and replaced with the following:

“You may not (without the prior written consent of the Group Chief Executive) undertake, carry on, participate in, assist or be employed, engaged or interested in any capacity (including as a consultant, agent, principal, partner, manager, stockholder, officer, or director) in either any business which is competitive with or similar to a Relevant Business, or any business an objective or anticipated result of which is to compete with a Relevant Business. You acknowledge and agree that, since your position as Managing Director, EMEA & Asia Pacific includes broad geographic responsibilities, the restrictions in the prior sentence cannot be limited by geographic scope. Notwithstanding the foregoing, you may own less than three percent (3%) of any class of stock or security of any corporation which competes with DHI or its subsidiaries which is listed on a national securities exchange.”

5.     Amendment to paragraph 10.6 of Employment Agreement. A new paragraph 10.6 of the Employment Agreement is added to read as follows:

“10.6.    Special Severance.

I. Severance. In lieu of any severance pay or severance benefits otherwise payable to you under any plan, policy, program or arrangement of DHI or its subsidiaries, the following shall apply:

(a) If there is a Termination (as herein defined) of your employment with DHI at any time within twelve (12) months after the occurrence of a Change of Control (as herein defined), (i) you shall be entitled to

receive a lump-sum severance payment equal to (A) one hundred percent (100%) of your then current salary plus (B) the amount of your target bonus for the current calendar year, and (ii) all outstanding stock options granted to you which are not vested and exercisable as of the date of Termination shall become vested and exercisable as of such date and shall remain exercisable for the periods prescribed in the Stock Option Plan, and all restricted stock and other equity-based awards shall be fully vested. You, your spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period following your Termination on the same basis as were provided to you immediately prior to such Termination. You shall have no duty to mitigate damages by seeking other employment. DHI shall have no right to offset hereunder with respect to any compensation or benefits received by you from or in connection with any employment subsequent to your Termination of employment with DHI. For the avoidance of doubt, the lump-sum severance amount in this paragraph 10.6.I(a)(i) shall be reduced by any compensation required to be provided during the applicable six-month notice period under paragraph 2 above.

(b) If you voluntarily terminate employment with DHI for any reason other than “Good Reason” (as herein defined) during the twelve (12)-month period following a Change of Control as described in paragraph 10.6.II(a) below, you will not be entitled to any severance payment or acceleration of the vesting of any unvested stock options, restricted stock or other equity-based awards.

II. Definitions.

(a) For purposes of this paragraph 10.6 only, a “Change of Control” of DHI shall be deemed to have occurred if at any time on or after the date of this letter agreement one or more of the following events shall have occurred:

 

(i) the direct or indirect acquisition by any person or related group of persons (other than an acquisition from or by DHI or by a DHI-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, DHI) of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of securities possessing more than fifty percent (50%) of the total combined voting power of DHI's outstanding securities; or

(ii) any stockholder-approved transfer or other disposition of all or substantially all of DHI's assets; or

(iii) DHI adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; or

(iv) the consummation by DHI of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of DHI or the acquisition of assets or stock of another corporation (a “Business Combination”), in each case, unless, following such Business Combination, (a) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the outstanding common stock and outstanding company voting securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns DHI or all or substantially all of DHI's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding DHI common stock and outstanding DHI voting securities, as the case may be, (b) no person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of DHI or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (c) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the incumbent board at the time of the execution of the initial agreement, or of the action of the board of directors, providing for such Business Combination; or

(v) a change in the composition of the Board over a period of thirty-six (36) months or less such that a majority of the Board members (rounded up to the next whole number) ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are continuing directors.

 

(b) For purposes of this paragraph 10.6 only, “Cause” shall mean (i) embezzlement by you, (ii) misappropriation by you of funds of DHI, (iii) conviction of a felony, (iv) commission of any other act of dishonesty which causes material economic harm to DHI, (v) acts of fraud or deceit by you which causes material economic harm to the Company, (vi) material breach of any provision of this employment letter by you, (vii) willful failure by you to substantially perform your duties hereunder, (viii) willful breach of fiduciary duty by you to DHI involving personal profit or (ix) significant violation of DHI policy of which you are made aware (or you should reasonably be expected to be aware) or other contractual, statutory or common law duties to DHI. No act, or failure to act on your part, shall be deemed willful unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in the best interests of DHI.

(c) For purposes of this paragraph 10.6 only, “Good Reason” shall mean (i) a diminution in your responsibilities, title, duties and reporting lines compared to those existing immediately prior to a Change of Control, (ii) a reduction in your salary, incentive compensation and other employee benefits compared to those existing immediately prior to the Change of Control, (iii) your relocation to an office more than 40 miles from the principal office at which you are employed immediately prior to the Change of Control, (iv) any breach by DHI of this letter or (v) the failure of any successor to assume, in writing, all obligations under this letter (including this paragraph 10.6).

(d) For purposes of this paragraph 10.6 only, “Termination” shall mean termination of your employment without Cause or by you for Good Reason.”

6.     Amendment to paragraph 11 of Employment Agreement. Paragraphs 11.1(a), 11.1(b), 11.1(c) and 11.1(d) of the Employment Agreement are each hereby amended by replacing the phrase “6 months” with the phrase “9 months”.

7.    Continuing Effect of Employment Agreement. Except as expressly modified hereby, the provisions of the Employment Agreement (including the Addendum thereto) are and shall remain in full force and effect.

8.Governing Law. The terms of this Amendment will be construed in accordance with English law and both parties irrevocably submit to the non-exclusive jurisdiction of the English Courts to settle any disputes which may arise in connection with this Amendment.

9.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment on the date first written above.

By: /S/ SCOT W. MELLAND     

Name: Scot W. Melland

Title: Chairman, President & Chief

Executive Officer

/S/ JAMES BENNETT     

James Bennett

8, Grazebrook Road

London

(a)    corporate and marketing strategy, business development and plans, sales reports, circulation figures and research results;

(d)    stock levels, sales, expenditure levels and buying and pricing policies;

(e)    budgets, management accounts, trading statements and other financial reports;

(f)    any document marked "confidential" or any information not in the public domain the disclosure of which would put the Company at a competitive or legal disadvantage.

11.    Restrictive Covenants

(ii) with whom you or an Employee in a Relevant Business reporting directly to possession of confidential information about such customer or client in the performance of their duties to the

Company or any Associated Company.

"Relevant Period" means the period of twelve months ending on the last day of your employment or the period of your employment if shorter than twelve months.

    

In this letter the following words and phrases will have the meanings given below:

"Associated Company"        any company which for the time being is:

15.    Miscellaneous

15.1    This Agreement replaces with immediate effect all terms previously agreed between us.

Yours sincerely

John Benson

Director

Accepted by /S/ James Bennett         Date 23/11/2004

James Bennett

1 April 2005

James Bennett

eFinancialCareers

Dear James Bennett

Further to our correspondence dated Monday 7th March 2005, please be advised of the following change to your contract of employment:

In all other respects your general terms and conditions of employment remain as set out in your employment contract.

Please confirm your agreement to the above changes by signing and returning to me the enclosed copy letter.

Yours sincerely

Scheherazade Zekkar

I acknowledge receipt of the above statement and I confirm that I have read and understood the same and I am in agreement with the terms contained therein.