AMENDED AND RESTATED SEPARATION AGREEMENT AND GENERAL RELEASE

Exhibit 10.12

AMENDED AND RESTATED

SEPARATION AGREEMENT AND GENERAL RELEASE

This AMENDED AND RESTATED SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made as of this 27 ^th day of July 2009 by and between MEDIALINK WORLDWIDE INCORPORATED, a Delaware corporation, having an address at 708 Third Avenue, New York, New York 10017 (“Medialink”), and KENNETH G. TOROSIAN, an individual residing at 420 Bellwood Avenue, Sleepy Hollow, New York 10591 (“Torosian”).

WHEREAS , the parties entered into a Separation Agreement and General Release on June 18, 2009 (the “Original Agreement”), which Original Agreement became effective on July 1, 2009, the execution date of the Merger Agreement (as defined below); and

WHEREAS , the parties desire to amend and restate the Original Agreement in its entirety and replace the Original Agreement with this Amended and Restated Agreement.

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

1.           The Original Agreement is hereby replaced in its entirety with this Agreement.  The terms hereof are in replacement of, and not a supplement of, the terms of the Original Agreement.  This Agreement shall be deemed effective (the “Effective Date”) on the date hereof; provided, however, that in the event that the proposed merger transaction (the “Merger”) pursuant to that certain agreement and plan of merger (the “Merger Agreement”) between Medialink, The NewsMarket, Inc. (“TNM”) and a wholly owned subsidiary of TNM (the “Merger Partner”) is not consummated by December 31, 2009, then this Agreement shall be null and void and of no force and effect.

2.           Torosian and Medialink are parties to that certain Amended and Restated Employment Agreement dated as of November 12, 2008 (the “Employment Agreement”) pursuant to which Torosian performed duties as the Chief Financial Officer of Medialink.  Certain terms of the Employment Agreement, including without limitation, Sections 5.3-5.5, 8.3 and 11 and Exhibit A are expressly modified by the terms of this Agreement.  Torosian’s employment relationship with Medialink will be deemed (with no further action required by Medialink) terminated by Medialink effective as of the date on which the Merger becomes effective (the “Termination Date”).  The termination of Torosian’s employment hereunder shall not be deemed a For Cause termination, as such term is defined in the Employment Agreement.  Nothing herein shall be deemed to affect Torosian’s compensation or benefits prior to the Termination Date.

3.           Torosian acknowledges that he fully understands the terms and implications of this Agreement.  Torosian has carefully considered other alternatives to executing this Agreement and has decided that he will execute this Agreement.

4.           Torosian understands that he will have up to twenty-one (21) days from the date hereof to review and execute this Agreement and that he shall have the right, within seven (7) days after his execution of this Agreement, to revoke same unless such right is waived by Torosian.  If and to the extent Torosian executes this Agreement prior to the expiration of the twenty-one (21) day period referred to above, Torosian represents and warrants to Medialink that he has done so knowingly and voluntarily.

5.           Torosian further recognizes that he executes this Agreement voluntarily and that Medialink requires that he discuss the same with his legal advisors to ensure full and thorough knowledge of the legal significance of this Agreement.  Medialink agrees to reimburse Torosian for all reasonable legal fees incurred in the review of this Agreement, up to a maximum reimbursement of $1,500.  Torosian has been represented by ______________________________ in his review and consideration of this Agreement.

6.           (a)           In lieu and in place of any payments or benefits otherwise due Torosian under Sections 5.3-5.5 and/or 8.3 and Exhibit A of the Employment Agreement and in consideration for Torosian signing and adhering to the terms and conditions of this Agreement, Torosian will receive the gross amount of Six Hundred Twenty Thousand and 00/100 ($620,000) Dollars, subject to downward adjustment as set forth below, which amount shall be reduced by all applicable deductions as shall be required to be withheld by applicable law and regulation (the “Severance Payment”).  Such Severance Payment shall not be offset by any amounts Torosian earns or could have earned with reasonable diligence after the Termination Date.  Torosian expressly releases Medialink from making any payments or making any benefits available pursuant to Sections 5.3-5.5 and/or 8.3 and Exhibit A of the Employment Agreement.

(b)           The amount of the Severance Payment referenced above is subject to downward adjustment based on Medialink’s Adjusted Cash Balance as of the closing of the Merger (the “Closing”).  For purposes of this calculation, Adjusted Cash Balance means the sum of (A) the actual cash available at the Closing (after payment or accrual of Medialink’s transaction costs associated with the Merger) (i) prior to payment of (x) contractual and non-contractual severance obligations (including the Severance Payment) and (y) 2009 board of directors’ fees, and (ii) adjusted, upward or downward for the Working Capital Adjustment (as such term is defined in the Merger Agreement) and (B) the amount of severance obligations assumed by the Merger Partner pursuant to the Merger Agreement.  The amount of the Severance Payment shall be adjusted as follows:

(i)           If the Adjusted Cash Balance is at least equal to $1,390,000, there shall be no adjustment to the amount of the Severance Payment;

(ii)           If the Adjusted Cash Balance is at least equal to $1,126,000 but less than $1,390,000, then the Severance Payment shall be reduced by an amount equal to the product of (A) 0.55 and (B) the amount by which the actual Adjusted Cash Balance falls short of $1,390,000; or

(iii)           If the Adjusted Cash Balance is less than $1,126,000, then the Severance Payment shall be reduced by an amount equal to the sum of (A) $145,000 and (B) the product of (x) 0.50 and (y) the amount by which the actual Adjusted Cash Balance falls short of $1,126,000.

For purposes of clarification, an adjustment shall be made pursuant to only one of Sections 6(b)(ii) or 6(b)(iii) above, but not both.

(c)           Torosian and Medialink agree that notwithstanding anything to the contrary herein, in the event that during the period between the Effective Date and the Termination Date, Torosian dies or suffers a Disability (as such term is defined in Section 6.1 of the Employment Agreement), then Torosian (or his estate, as the case may be) shall be entitled to receive from Medialink the benefits set forth in Sections 5.4 (upon death) or 5.5 (upon a Disability) of the Employment Agreement until the Termination Date, and from and after the Termination Date, if any, Torosian (or his estate, as the case may be) shall receive, in lieu of such benefits, the payment set forth in Section 6(a), as adjusted by Section 6(b) of this Agreement.

(d)           Torosian and Medialink agree that the Severance Payment (as calculated hereunder) will be payable as follows:

(i)           If the Adjusted Cash Balance is at least equal to $1,540,000, then the entire Severance Payment shall be payable in one lump sum no later than fifteen (15) business days after the Termination Date; and

7.           The Company agrees to pay and Torosian acknowledges that he will have been paid his accrued and unpaid salary and bonus through the Termination Date and is not entitled to any further payments for same.  Torosian further acknowledges that he will not be entitled to participate in any of Medialink’s benefit plans after the Termination Date; provided, however, that Torosian may continue to participate in Medialink’s hospitalization and group health benefit plans pursuant to the Consolidated Omnibus Budget Reconciliation Act (COBRA) at Torosian’s sole cost and expense, unless otherwise provided by law.

8.           As a condition to Torosian receiving the Severance Payment referenced above and as a material inducement for Medialink to enter into this Agreement:

(a)           Torosian agrees to be available to Medialink for telephone consultations for up to thirty (30) days after the Termination Date.  In no event shall Torosian be required to be available for more than an aggregate of ten (10) hours during such period.

(b)           Torosian agrees that on the Termination Date, Torosian shall deliver all Medialink Property, as hereinafter defined, in his custody or possession to Medialink or its representatives, and Torosian represents and warrants that no such Medialink Property or copies thereof have been knowingly retained by him, any of his representatives or any person, firm or corporation owned or controlled by him or delivered to any third party