INSIGHTFUL CORPORATION AGREEMENT REGARDING EMPLOYMENT TERMINATION

INSIGHTFUL CORPORATION

AGREEMENT REGARDING EMPLOYMENT TERMINATION

THIS AGREEMENT REGARDING EMPLOYMENT TERMINATION (this " Agreement "), dated as of October 1, 2007 (the " Effective Date "), is entered into by and between Insightful Corporation, a Delaware corporation, and any successor to its business or assets or both that assumes and agrees to perform this Agreement as contemplated by Section 10.2 (the "Company" ) and Richard P. Barber (the " Executive ").

• • RECITALS

A. The Board of Directors of the Company (the " Board ") has determined that it is in the best interests of the Company and its shareholders to take appropriate steps to encourage the Executive to continue as a dedicated employee of the Company (or its affiliated company, as the case may be).

B. The Board has also determined that, in the event of the possibility, threat or occurrence of a Change of Control of the Company, it is in the best interests of the Company and its stockholders to induce the Executive to remain dedicated to the Company (or its affiliated company, as the case may be) and to diminish the inevitable distraction of the Executive arising from the personal uncertainties and risks created by a pending or threatened Change of Control.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

• 1. Definitions

All capitalized terms used but not otherwise defined in this Agreement shall have the meanings given those terms in Appendix A to this Agreement.

• 2. Term

2.1 This Agreement shall continue until terminated in accordance with Section 2.2 or 2.3.

2.2 This Agreement shall terminate without further action by either the Company or the Executive (other than as provided in Sections 6 and 7 hereof, if and to the extent that the applicable conditions of such Sections are met) upon the earliest to occur of the following: (a) the death or Total Disability of the Executive; (b) the termination of Executive's employment with the Company or its affiliated company (as the case may be) for any reason, or (c) the mutual agreement of the Company and the Executive.

2.3 This Agreement may be terminated by either party for material breach of this Agreement, provided that the non-breaching party gives the other party at least thirty (30) days' prior written notice and the breaching party fails to cure such breach within such thirty (30) day period.

3. Employment at Will

The Executive and the Company acknowledge that the employment of the Executive by the Company or its affiliated companies is "at will" and may be terminated by either the Executive or the Company or its affiliated company (as the case may be) at any time with or without cause and with or without advance notice. The rights of the Executive provided in Section 6 and 7 hereof will apply only to the extent that the applicable conditions of such Sections are met.

4. Attention and Effort

As long as the Executive remains employed by the Company or its affiliated companies, and excluding any periods of vacation, sick time or other approved leave to which the Executive is entitled, the Executive will devote all of his productive time, ability, attention and effort to the business and affairs of the Company or its affiliated company, as the case may be, and the discharge of the duties and responsibilities of the Executive's position, and will use his reasonable best efforts to perform faithfully and efficiently such duties and responsibilities. While employed by the Company, the Executive will not engage in any other employment without the Company's advance written consent. It shall not be a violation of this Agreement for the Executive to (a) serve on corporate, civic or charitable boards or committees, (b) deliver lectures, fulfill speaking engagements or teach at educational institutions, (c) manage personal investments, or (d) engage in activities permitted by the CEO or General Counsel of, or the written policies of, the Company, so long as such activities do not significantly interfere with the performance of the Executive's duties and responsibilities. It is expressly understood and agreed that to the extent any of the foregoing activities have been conducted by the Executive with the approval of the CEO or General Counsel of, or the written policies of, the Company prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) shall not thereafter be deemed to interfere with the performance of the Executive's duties and responsibilities to the Company.

5. Notice of Termination

Any termination of the Executive's employment by the Company or by the Executive shall be communicated by a Notice of Termination to the other party given in accordance with Section 10.1. " Notice of Termination " means a written notice that (a) notifies the other party of the termination and the effective date of such termination and (b) if the termination is for Cause (in the case of termination by the Company) or for Good Reason (in the case of termination by the Executive), sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Cause or Good Reason (as the case may be). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company hereunder or preclude the Executive or the Company from asserting such fact or circumstance in enforcing the Executive's or the Company's rights under this Agreement.

• • 6. Termination Payments

If the Executive's employment is terminated during the term of this Agreement, the Executive shall not receive any compensation or benefits from the Company with respect to such termination except as specifically provided in this Section 6 (or, in the event of termination in connection with the threat or occurrence of a Change of Control, as specifically provided in Section 7).

6.1 If the Company terminates the Executive's employment for any reason other than Cause (which shall be subject to Section 6.2 hereof) or the Executive's death or Total Disability (which shall be subject to Section 6.3 hereof) or the Executive terminates his employment for Good Reason, the Executive shall be entitled to receive the following:

(a) payment of the Accrued Obligations; and

(b) severance pay in an amount equal to the lesser of (i) the sum of (A) twelve (12) months of the Executive's base salary as in effect as of the Date of Termination and (B) the Executive's target at-plan performance-based bonus amount for the fiscal year in which the Date of Termination occurs; and (ii) two (2) times the Executive's Annual Rate of Compensation for the fiscal year immediately preceding the fiscal year in which the Date of Termination occurs.

The Executive's receipt of the severance pay set forth in subsection (b) is conditioned on the signing by the Executive of a general release of claims in a form acceptable to the Company.

6.2 If the Executive's employment is terminated by the Company for Cause or by the Executive for any reason other than Good Reason, this Agreement shall terminate without further obligation on the part of the Company to the Executive, other than the Company's obligation to pay the Executive the Accrued Obligations.

6.3 If the Executive's employment is terminated by reason of the Executive's death or Total Disability, this Agreement shall terminate automatically without further obligation on the part of the Company to the Executive or his legal representatives under this Agreement, other than the Company's obligation to pay the Executive the Accrued Obligations to the extent not previously paid (which, in the case of the Executive's death, shall be paid to the Executive's estate or beneficiary, as applicable) and, in the case of Total Disability, to provide Executive with the option to elect COBRA coverage at the Executive's expense.

6.4 All termination payments due under this Section 6 will be paid in a lump sum within ninety (90) days after the date of termination or on regular payroll schedules, at the Company's option; provided, however, any payment that is subject to Section 409A of the Code and is payable as a result of termination of employment shall not be paid until six (6) months and one day after the date of termination of employment.

7. Change of Control

In the event of the threat or occurrence of a Change of Control:

7.1 The Company shall cause 50% of the Executive's unvested and unexpired stock options to vest and become exercisable immediately before the effectiveness of the Change of Control, provided that the Executive remains employed by the Company through such date.

7.2 If, during the Employment Period, the Company terminates the Executive's employment for any reason other than Cause (which shall be subject to Section 6.2 hereof) or the Executive's death or Total Disability (which shall be subject to Section 6.3 hereof) or if the Executive terminates his employment for Good Reason, then in addition to paying the Executive the termination payments required under Section 6.1(a) and (b), the Company will cause all of the Executive's unvested and unexpired stock options to immediately vest and become exercisable. All of the Executive's vested and unexpired options shall continue to be exercisable for a period of six (6) months after the Date of Termination.

8. Taxes and Withholding

8.1 Notwithstanding any other provisions of this Agreement, if either the Company or the Executive receives confirmation from the Company's independent tax counsel or its public accounting firm (the " Tax Advisor "), that any payment to the Executive under this Agreement (either alone or together with payments under any other agreement or benefit plan of the Company or any related entity (including any stock option plan)) (each, a " Payment ") would be considered to be an "excess parachute payment" within the meaning of Section 280G of the Code, then the following rules shall apply:

(a) The Company shall compute the net value to the Executive of all such Payments after reduction for the excise taxes imposed by Section 4999 of the Code and for any income taxes that would be imposed on Executive if such termination benefits constituted Executive's sole taxable income.

(b) The Company shall next compute the maximum amount of Payments that may be provided without any portion of any Payment being characterized an Excess Parachute Payment and reduce the result by the amount of any income taxes that would be imposed on the Executive if such reduced Payments constituted the Executive's sole taxable income.

If the result derived in subsection (a) is greater than the result derived in subsection (b), then the Executive shall be provided the full amount of Payments without reduction. If the result derived from subsection (a) is not greater than the result derived in subsection (b), then the Executive shall be provided the maximum amount of Payments that can be provided without any Payments being characterized as "excess parachute payments."

8.2 Withholding . The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

• • 9. Governing Law

This Agreement shall in all respects, including all matters of construction, validity and performance, be governed by, and construed and enforced in accordance with, the laws of the State of Washington, without regard to its or any other jurisdiction's rules governing conflicts of laws. Each party hereby irrevocably submits to the personal and exclusive jurisdiction of the co