SEPARATION AND RELEASE OF CLAIMS AGREEMENT

SEPARATION AND RELEASE OF CLAIMS AGREEMENT

RECITALS

            This Separation and Release of Claims ("Agreement") is made by and between Sunil Thomas ("Employee") and InfoSpace, Inc. ("Company") (collectively referred to as the "Parties"):

            WHEREAS, Employee and Company entered into an Employment Agreement effective as of January 1, 2008, and amended and restated as of October 28, 2008 (the "Employment Agreement");

            WHEREAS, the Company and Employee entered into a Supplementary Terms of Employment agreement dated November 17, 2003 (the "Supplementary Agreement");

            WHEREAS, the Company and Employee have entered into various stock option agreements and restricted stock unit agreements (collectively the "Stock Agreements) pursuant to which the Employee was eligible to participate in the Company's Restated 1996 Flexible Stock Incentive Plan (the "Plan");

WHEREAS, Employee was employed by the Company;

            WHEREAS, Employee's employment with Company was terminated on or about September 1, 2009 (the "Termination Date");

            WHEREAS, as required by Section 6(b) of the Employment Agreement, the Parties, and each of them, wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that the Employee may have against the Company as defined herein, including, but not limited to, any and all claims arising or in any way related to Employee's employment with, or separation from, the Company;

            NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

COVENANTS

1. 1. Consideration .
   2. 1. The Company agrees to pay Employee, pursuant to Section 6(b) of the Employment Agreement: (i) a lump sum cash payment of $210,000 (an amount equal to Employee's annual base salary); (ii) a lump sum cash payment of $105,000 (an amount equal to 100% of Employee's minimum bonus rate set forth in the Employment Agreement); and (iii) continuation of medical coverage and benefits until the earlier of the date on which Employee is eligible for medical coverage and benefits from another employer and August 31, 2010. Pursuant to Section 6(b) and Section 13 of the Employment Agreement, payment of the amounts specified in Section 1(a)(i) and Section 1(a)(ii) herein shall be made on March 5, 2010, which is the first regular payroll date following the date that is six (6) months and one (1) day following the Termination Date. Notwithstanding the foregoing, if Employee dies following the Termination Date but prior to the date that is six (6) months and one (1) day from the Termination Date, then any unpaid payments to be made pursuant to Section 1(a)(i) and Section 1(a)(ii) herein will be payable in a lump sum to Employee's estate as soon as administratively practicable after the date of Employee's death.
      2. Equity Awards . The Parties agree that Employee's vesting with respect to 50% of Employee's then unvested stock options outstanding as of the Termination Date shall immediately vest and become exercisable in accordance with the provisions of Section 6(b)(iv) of the Employment Agreement and shall remain exercisable for a period of twelve (12) months following the Termination Date (but in no event past the expiration date of the stock option). The Parties further agree that 50% of Employee's then unvested restricted stock units outstanding as of the Termination Date shall immediately vest in accordance with the provisions of Section 6(b)(iv) of the Employment Agreement. The payment of any shares of Company common stock to be made as a result of the acceleration of Employee's then unvested restricted stock units will be paid to Employee on March 2, 2010 (the date that is six (6) months and one (1) day following the Termination Date). Notwithstanding the foregoing, if Employee dies following the Termination Date but prior to the date that is six (6) months and one (1) day from the Termination Date, then the payment of any shares of Company common stock to be made pursuant to the acceleration provisions contained in Section 1(b) herein will be payable in a lump sum to Employee's estate as soon as administratively practicable after the date of Employee's death. All shares of Company stock, and each Company stock option, shall continue to be subject to all other terms of the applicable Stock Agreement.
      3. Employee agrees that, within thirty (30) days after the Termination Date, he will submit his final documented expense reimbursement request reflecting all business expenses he incurred through the Termination Date, if any, for which he seeks reimbursement. The Company will reimburse Employee for these expenses pursuant to its regular business practices.
   3. Confidential Information . Employee shall continue to maintain the confidentiality of all confidential and proprietary information of the Company and shall continue to comply with the terms and conditions of the Supplementary Agreement between Employee and the Company. Employee shall return all of the Company's property and confidential and proprietary information in his possession to the Company on the Effective Date of this Agreement.
   4. Payment of Additional Amounts . Employee acknowledges and represents that the Company has paid all salary, wages, bonuses, accrued vacation, commissions and any and all other benefits due to Employee once the above noted payments and benefits are received. Employee acknowledges and represents that once the above noted payments and benefits are received, that Employee is not entitled to any future and/or additional payments of salary, wages, bonuses, accrued vacation, commissions and any other benefits.
   5. Release of Claims . Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its officers, managers, supervisors, agents and employees. Employee, on his own behalf, and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases the Company and its officers, directors, employees, agents, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation:
   6. 1. any and all claims relating to or arising from Employee's employment relationship with the Company and the termination of that relationship;
      2. any and all claims relating to, or arising from, Employee's right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
      3. any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
      4. any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, Older Workers Benefit Protection Act; the Massachusetts Fair Employment Practice Act;
      5. any and all claims for violation of the federal, or any state, constitution;
      6. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination;
      7. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Employee as a result of this Agreement; and
      8. any and all claims for attorneys' fees and costs.

            The Company and Employee agree that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement.

Employee acknowledges and agrees that an