EXHIBIT 10.5
EMPLOYMENT AGREEMENT
Xxxxxxxxxx.xxx, Inc., a Delaware corporation (the "Company") and Xxxxxx
Xxxxxxx ("Executive") enter into this Employment Agreement (the "Agreement") as
of December __, 2001 (the "Effective Date").
WHEREAS, in contemplation of an acquisition by a wholly owned subsidiary of
the Company (the "INN Unit") of certain assets of Insurance News Network, LLC by
the Company (the "Asset Purchase") both the Executive and the Company desire to
enter into this Agreement upon the terms and conditions herein set forth;
NOW THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and Executive
hereby covenant and agree as follows:
1. TERM OF EMPLOYMENT.
The Company shall employ Executive, and Executive shall be employed by the
Company for the period that begins effective as of the Effective Date and ends
on December 31, 2003 or such earlier date as Executive's employment terminates
under Section 4 of this Agreement (the "Employment Term"). Any renewal of this
Agreement must be by the mutual consent of both the Company and the Executive.
2. PERFORMANCE OF DUTIES.
(a) Executive shall have the dual titles of Senior Vice President for the
Company and Publisher for the INN Unit (sometimes hereinafter also referred to
as "Xxxxxx.xxx.") Executive will report to the Company's Chief Executive
Officer.
(b) In his role as Senior Vice President, Executive will have such powers
and perform such duties as are reasonably associated with the position of Senior
Vice President, commensurate with the authority vested in the Executive's
position, pursuant to this Agreement, and consistent with the By-Laws of the
Company and applicable law. Executive will discharge his duties subject to and
in observance of such applicable rules, regulations, policies, directions and
restrictions as may be established from time to time by the Company.
(c) Executive's duties as Senior Vice President will include being in
charge of the Company's online business development activities. In this role,
Executive will be responsible for identifying, developing, executing and
maintaining third-party online business relationships that generate additional
commission revenues for the Company. Executive will have authority to negotiate
the terms of online business relationships on behalf of the Company, and to
negotiate and develop business contracts to be signed either by the Executive or
by such other senior executive officer as the Company's Board of Directors,
President and/or Chief Executive Officer shall from time to time determine.
(d) Executive's duties as Publisher of the INN Unit will include being the
Chief Executive Officer of this business unit, in charge of all content
developed by the business unit, all materials published on the INN Unit
(Xxxxxx.xxx) web site, all third-party business relationships involving the INN
Unit, including but not limited to advertising, e-commerce and
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content sales. Executive will be responsible for all business unit
administrative and operational duties, and will have such corresponding powers
and authority as are reasonably associated with the position of Chief Executive
Officer, commensurate with the authority vested in the Executive's position,
pursuant to this Agreement, and consistent with the By-Laws of the Company and
applicable law as are normally incident to or reasonably associated with the
position of Chief Executive Officer. Contingent upon Executive's satisfactory
execution of his duties as Publisher, as hereinabove described, the Company
agrees generally to support the editorial independence of the INN Unit web site.
(e) Throughout the Employment Term, Executive shall devote substantially
his full business time, attention, knowledge and skills, faithfully, diligently
and to the best of his ability, to the active performance of his duties and
responsibilities hereunder, and do such traveling as may reasonably be required
in connection with the performance of such duties and responsibilities.
Notwithstanding the foregoing, Executive may serve in any capacity with any
civic, educational or charitable organization, provided that such activities do
not materially interfere with the performance of his duties under this Agreement
and are consistent with Company policies and procedures regarding such
activities. In addition, notwithstanding the foregoing, the Company acknowledges
and agrees that Executive will need to devote a reasonable amount of time during
the first year of the Employment Term winding down the business and affairs of
Insurance News Network, LLC.
3. COMPENSATION.
(a) BASE SALARY. For services rendered by Executive to the Company during
the Employment Term the Company will pay Executive an annual base salary payable
in monthly or more frequent installments, in accordance with the usual payroll
practice of the Company in an amount equal to $175,000 (the "Base Salary"), less
income tax withholdings and other normal employee deductions. Executive's entire
base salary will be accounted for as an INN Unit expense.
(b) BONUS. If the Asset Purchase is consummated, during the Employment
Term, Executive shall be eligible for a $100,000 annual performance bonus for
2002, payable in January 2003 for the successful attainment of all of the
following enumerated Items A, B and C:
Item A. The Company attains an EBITDA in 2002 and 2003 (the 2003 EBITDA
is for the purposes of Section 3(d)) of not less than $500,000 in each
of the two years.
Item B. The average monthly unique visitor traffic to the INN Unit web
site is no less than 350,000 unique visitors per month as measured by
netScore's Standard Traffic Measurement Report, U.S. View Trending.
Item C. Beginning January 1, 2002 (or January 1, 2003 for purposes of
Section 3 (c)), the INN Unit generates no less than $350,000 in
quarterly operating profits, including commission income received and
derived from the INN Unit.
Item D. The Company attains an EBITDA in 2003 of not less than
$1,000,000, excluding the effects of any other business combinations
that the Company engages in between the Asset Purchase and the end of
2003.
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(c) ADDITIONAL BONUS AND TITLE. If the Company attains all the 2002
financial goals listed above in Items A, B and C, Executive shall receive the
title of Executive Vice President in January 2003. Furthermore, if the Company
also attains the financial goals provided in Items B, C and D during 2003, the
Company shall pay to Executive an additional performance bonus of $100,000,
payable on the later of January 2, 2004 or as soon as the Company can reasonably
determine whether the performance goals have been met.
(d) STOCK OPTIONS. Conditioned upon the consummation of the Asset Purchase,
Executive shall receive options to purchase up to 210,000 shares of the
Company's common stock under terms to be set forth in a separate stock option
agreement ("Stock Option Agreement") substantially in the form of the Exhibit A
hereto, to be executed contemporaneously with the closing of the Asset Purchase.
Certain terms of the Stock Option Agreement are summarized below:
210,000 total options to purchase, at any time and from time to time
within the ten (10) years immediately following the Effective Date,
common stock of the Company, at an exercise price per share equal to
the Company's Nasdaq closing bid price on the day of the closing of the
Asset Purchase.
25% vest at December 31, 2002 assuming 12 consecutive months of
full-time employment with the Company.
25% vest at December 31, 2003 assuming 24 consecutive months of
full-time employment with the Company.
25% vest at December 31, 2002 assuming successful attainment of Items
A, B and C above.
25% vest at December 31, 2003 assuming successful attainment of Items
A, B, C and D above.
100% vest and become immediately exercisable upon a termination without
"Cause" or a resignation with "Good Reason," both as defined in Section
4 hereof.
If Quotesmith is consolidated with or acquired by another entity in a
merger or other reorganization in which the holders of the outstanding
voting stock of Quotesmith immediately preceding the consummation of
such event, shall, immediately following such event, hold, as a group,
less than a majority of the voting securities of the surviving or
successor entity, in the event of a sale of all or substantially all of
Quotesmith's assets, or in the event that Quotesmith redeems or
otherwise acquires more than fifty percent (50%) of its outstanding
Common Stock (each, an "Acceleration Transaction"), then all
outstanding options, whether or not then vested or exercisable, shall
be deemed to be vested and exercisable immediately prior to the
Acceleration Transaction.
(e) VACATION. After a period of 90 days of continuous, full-time service
during the first 12 months of employment, Executive will be entitled to take up
to a total of two (2)
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weeks of paid vacation. After a period of 12 months of continuous employment and
continuing throughout the Employment Term, Executive will be entitled to take,
at such times as are mutually convenient to Executive and the Company, a total
of three (3) weeks of paid vacation annually in accordance with the Company's
policy.
(f) FRINGE BENEFITS. The Company shall make available to Executive,
throughout the Employment Term, such benefits and perquisites as are generally
provided by the Company to its senior executive employees. Executive shall be
eligible to participate in and receive coverage and benefits under all group
insurance, stock ownership and other employee benefit plans, programs and
arrangements of the Company which exist as of the Effective Date or are
thereafter adopted by the Company for the benefit of its senior executive
employees, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans, programs and arrangements.
(g) BUSINESS EXPENSES. The Company shall reimburse Executive for the
reasonable and necessary business expenses incurred by Executive in connection
with the performance of his employment duties during the Employment Term. Such
expenses shall include, but are not limited to, all expenses of travel and
living expenses while away from home on business or at the request of and in the
service of the Company, provided that such expenses are incurred and accounted
for in accordance with the policies and procedures established by the Company.
Reimbursement shall be made upon the presentation by Executive to the Company of
reasonably detailed statements of such expenses.
4. TERMINATION
(a) BY THE COMPANY WITH OR WITHOUT CAUSE. This Employment Agreement may be
terminated at any time at the option of the Company with or without "Cause" as
defined in subsection (1).
(1) As used in this Agreement, the term "Cause" means: (i) Executive's
conviction of (or plea of no contest or similar plea to) a felony; (ii)
Executive's habitual neglect of his obligations and duties under this Agreement
(except by reason of incapacity due to illness or accident) if he (a) shall have
failed to remedy the alleged breach caused by such conduct within 30 days from
the date written notice is given by the Company demanding that he remedy the
alleged breach caused by such conduct, or (b) shall have failed to take
reasonable steps in good faith to that end during such 30-day period, (iii)
Executive's willful fraud or misappropriation, either of which involved funds or
other assets of the Company; (iv) Executive's breach of any material term of
this Agreement (including, but not limited to, the non-compete and
confidentiality provisions in Sections 6 and 8) which shall continue after
notice from the Company and a reasonable cure period, or (v) Executive's failure
to achieve INN Unit operating profits as defined in Section 3(b), Item C, above,
for more than two consecutive quarters if such failure was not due to
circumstances beyond Executive's control.
(2) Termination for Cause shall be effective immediately for those
events described in subsections (1)(i) and (1)(iii) hereinabove. Termination for
Cause under subsection (1)(ii) hereinabove shall be effective immediately upon
the giving by the Company to the Executive of a written notice that the
Executive's breach is continuing at the end of the 30-day period. Termination
for Cause under subsection (1)(iv) hereinabove shall be effective
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immediately upon the giving by the Company to the Executive of a written notice
that the Executive's breach is continuing at the end of the reasonable cure
period. In the event that the Executive is purportedly terminated for Cause and
a court, arbitrator, or other tribunal having jurisdiction determines that Cause
was not present, then such purported termination for Cause shall be deemed a
termination without Cause.
(b) DEATH. This Employment Agreement shall terminate automatically
effective upon the death of Executive.
(c) DISABILITY. This Employment Agreement shall terminate automatically
upon Notice of Termination to Executive (or such later date as may be specified
in such notice) following a determination by the Board of Directors that the
Executive is unable to perform, onsite, the essential functions of his
employment position due to a "Disability," as hereinafter defined, of Executive
that cannot be reasonably accommodated by the Company. If the Employment Period
is terminated by reason of a Disability of the Executive, the Company shall give
thirty (30) days advance written Notice of Termination to that effect to the
Executive. For purposes of this Agreement, the term "Disability" means either
(i) any medically determined physical or mental impairment that can be expected
to significantly impair Executive's ability to perform his job for a period of
six or more consecutive months from the first date of the Executive's absence,
or (ii) a total and permanent "disability" that can be expected to significantly
impair Executive's ability to perform his job for a period of six or more
consecutive months from the first date of the Executive's absence, as such term
is defined in any long term disability insurance policy or contract as may be in
effect from time to time for the benefit of employees of the Company. If the
existence of a Disability hereunder is in dispute, it shall be resolved by two
physicians, one appointed by the Executive and one appointed by the Company. If
the two physicians so selected cannot agree if the Executive has a Disability,
the two physicians so selected shall designate a third physician and a majority
of the three physicians so selected shall determine if the Executive has a
Disability.
(d) TERMINATION BY EXECUTIVE.
(1) Executive may terminate the Employment Term with or without "Good
Reason," as defined in subsection (2) below, upon written Notice of Termination
to the Company delivered to the Company's Chief Executive Officer at least 60
days before the effective date of such termination. In the event of termination
by Executive, Executive agrees to notify the Company's Chief Executive Officer
personally and confidentially prior to providing such notification to any other
Company employee.
(2) As used in this Agreement, the term "Good Reason" means that (i)
the Company assigns duties to the Executive that (A) reflect a substantial
diminution in the nature of Executive's prior authority, duties or
responsibilities with the Company, (B) are inconsistent with his title, and (C)
materially interfere with the achievement of Item B or Item C under section
3(b); or (ii) the Company requires Executive to report to any individual other
than the Company's Chief Executive Officer; or (iii) the Company materially
breaches the terms of this Agreement (which breach is not cured by the Company
within thirty (30) business days after written notice of such breach), or (iv)
there is a material adverse change in the Executive's working conditions,
without the Executive's consent, which a reasonable executive would consider to
be intolerable. For purposes of the preceding sentence, the nature of the
Executive's
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duties with the Company shall be evaluated in comparison to similarly situated
companies in terms of size, age and nature of business.
(e) NOTICE OF TERMINATION. Any termination of the Employment Term by the
Company or by Executive (other than termination upon Executive's death) shall,
except as otherwise expressly set forth in this Agreement, be communicated by
written Notice of Termination to the other party hereto with no less than 60
days' prior notice. For purposes of this Agreement, a "Notice of Termination"
shall mean a written notice which shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of the
Employment Term under the section so indicated.
(f) TERMINATION DISPUTES. If, within seven (7) days after any Notice of
Termination is given, the party receiving such Notice of Termination notifies
the other party that a dispute exists concerning the termination: (i) the Date
of Termination shall be the date that the Notice of Termination was originally
delivered, regardless of the date on which the dispute is finally determined,
either by mutual written agreement of the parties, by a binding and final
arbitration award or by a final judgment, order or decree of a court of
competent jurisdiction (the time for appeal therefrom having expired and no
appeal having been perfected) if the dispute is determined in favor of the party
delivering the Notice of Termination; and (ii) the Date of Termination shall be
the date on which the dispute is finally determined, either by mutual written
agreement of the parties, by a binding and final arbitration award or by a final
judgment, order or decree of a court of competent jurisdiction (the time for
appeal therefrom having expired and no appeal having been perfected) if the
dispute is determined in favor of the party receiving the Notice of Termination.
5. CONSEQUENCES OF TERMINATION; SEVERANCE.
(a) UPON TERMINATION BY THE COMPANY WITH CAUSE OR BY THE EXECUTIVE WITHOUT
GOOD REASON. If this Agreement is terminated by the Company with Cause, or by
the Executive without Good Reason, the Company shall have no further liability,
financial or otherwise, under this Agreement except to pay Executive (i) the
value of any accrued salary or other compensation due to Executive as of the
effective date of such termination, and (ii) any accrued benefit payable under
the employee benefit plans, programs and arrangements of the Company in which
Executive is a participant on the date of delivery of the Notice of Termination.
Any stock options which have not vested as of the date of such termination shall
be forfeited, but any stock options which have vested as of such date shall
continue to be exercisable until the end of their ten-year term.
(b) SEVERANCE UPON DEATH. If the Employment Term is terminated by the death
of the Executive, the Company shall have no further liability under this
Agreement except to pay Executive's estate or legal representative (i) the value
of any accrued salary or other compensation due to Executive as of the date of
the Executive's death, and (ii) any benefit payable under all employee benefit
plans, programs and arrangements of the Company in which Executive is a
participant on the date of his death. In addition, a portion (determined in the
manner set forth in the sentence next following) of the Executive's stock
options which are unvested as of the date of his death shall continue to vest as
though the Executive had not died and had continued to be employed by the
Company through the end of the calendar year in
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which his death occurred, including those options that vested or would have
vested due to the passage of time, and those options that vested or would have
vested due to satisfaction of the performance requirements described in Section
3(d). For purposes of the preceding sentence, the portion of the Executive's
unvested options which shall continue to vest shall be a fraction of such
options, the numerator of which fraction shall be the number of days during the
calendar year preceding the Executive's death, and the and the denominator of
which fraction shall be the number of days in the calendar year.
(c) SEVERANCE UPON DISABILITY. If the Employment Term is terminated by the
Company due to Executive's Disability, the Company shall have no further
liability under this Agreement except to pay Executive (i) the value of any
accrued salary or other compensation due to Executive as of the effective date
of such termination, and (ii) any benefit payable under the employee benefit
plans, programs and arrangements of the Company in which Executive is a
participant on the date of delivery of the Notice of Termination; provided,
however, that in the event Executive is paid disability benefits under any
disability benefit plan of the Company in which he participates, any salary
payments made to Executive during such period shall be reduced by the sum of
such amounts. In addition, a portion (determined in the manner set forth in the
sentence next following) of the Executive's stock options which are unvested as
of the date of his Disability shall continue to vest as though the Executive had
not suffered Disability and had continued to be employed by the Company through
the end of the calendar year in which his Disability occurred, including those
options that vested or would have vested due to the passage of time, and those
options that vested or would have vested due to satisfaction of the performance
requirements described in Section 3(d). For purposes of the preceding sentence,
the portion of the Executive's unvested options which shall continue to vest
shall be a fraction of such options, the numerator of which fraction shall be
the number of days during the calendar year preceding the Executive's
Disability, and the denominator of which fraction shall be the number of days in
the calendar year.
(d) SEVERANCE UPON TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE
EXECUTIVE WITH GOOD REASON. If the Employment Term is terminated by the Company
without Cause, or is terminated by the Executive with Good Reason, the Company
shall pay Executive (i) either in one or more lump sums or, at the Company's
option, at the same times that it would have been paid had the Executive's
employment with the Company not terminated the aggregate amount of compensation
to which the Executive would have been entitled had the Employment Term not been
terminated and he had continued to be employed by the Company, including the
aggregate amount of his base salary and the bonuses to which he would have been
entitled, and (ii) any benefits payable under the employee benefit plans,
programs and arrangements of the Company in which Executive is a participant on
the date of delivery of the Notice of Termination. In addition, all unvested
stock options granted to the Executive shall become immediately 100% vested and
fully exercisable.
6. CONFIDENTIAL INFORMATION.
(a) DISCLOSURE AND USE. Executive shall not disclose or use at any time,
either during or after Executive's employment with the Company or any other
direct or indirect subsidiary of the Company (collectively referred to herein as
the "Company"), any trade secrets or other confidential information, whether
patentable or not, of the Company, including but not limited to, technical or
non-technical data, a formula, pattern, compilation, program, device,
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method, technique, drawing, process, financial data, or list of actual or
potential customers or suppliers, of which Executive is or becomes informed or
aware during his employment, whether or not developed by Executive, except (i)
as may be required by the Chief Executive Officer or the Board of Directors for
Executive to perform his employment duties with the Company; (ii) to the extent
such information has been disclosed to Executive by a third party who is not
subject to restriction on the dissemination of such information or becomes
generally available to the public other than as a result of a disclosure by a
party who is not subject to restriction on the dissemination of such
information; (iii) information which must be disclosed as a result of a subpoena
or other legal process, after the Company has had the opportunity to request a
suitable protective order for such information, or (iv) unless Executive shall
first secure the Company's prior written authorization. This covenant shall
survive the termination of Executive's employment with the Company, and shall
remain in effect and be enforceable against Executive for so long as any such
Company secret or confidential information retains economic value, whether
actual or potential, from not being generally known to other persons who can
obtain economic value from its disclosure or use. Executive shall execute such
reasonable further agreements of Executive's obligations to the Company
concerning non-disclosure of Company trade secrets and confidential information
as the Company may require from time to time. Notwithstanding the foregoing,
Executive shall be free to use and employ his general skills, know-how, and
expertise, and to use, disclose, and employ any generalized ideas, concepts,
know-how, methods, techniques, or skills gained or learned during the course of
his employment, so long as he acquired and applies such information without
disclosure of any confidential or proprietary information of the Company and
without any unauthorized disclosure of work product.
(b) RETURN OF MATERIALS. Upon termination of the Employment Term, Executive
(or in the event of termination due to Executive's death, his estate or devisee,
legatee or other designee, as applicable) shall promptly deliver to the Company
all assets of the Company, including materials of a secret or confidential
nature relating to the Company's business, which are in the possession or under
the control of Executive.
7. INVENTIONS AND DISCOVERIES.
Executive hereby assigns to the Company all of his rights, title and
interest in and to all inventions, discoveries, processes, designs and other
intellectual property, including without limitation, copyrights, patents,
trademarks and trade names (hereinafter referred to collectively as the
"Inventions"), and all improvements on existing Inventions made or discovered by
Executive during the Employment Term. Promptly upon the development or making of
any such Invention or improvement thereon, Executive shall disclose the same to
the Company and shall execute and deliver to the Company such reasonable
documents as the Company may request to confirm the assignment of Executive's
rights therein and, if requested by the Company, shall assist the Company in
applying for copyrights and trademark protection and in applying for and
prosecuting any patents which may be available for said Invention or
improvement. The Company acknowledges and hereby notifies Executive that this
section 7 does not apply to an Invention for which no equipment, supplies,
facility or trade secret information of the Company was used and which was
developed entirely on Executive's own time, unless (a) the Invention relates to
(i) the business of the Company, or (ii) the Company's actual or demonstrably
anticipated research or development, or (b) the Invention results from any work
performed by Executive for the Company.
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8. RESTRICTIVE COVENANTS.
(a) RESTRICTION ON COMPETITION. During the Employment Term and for a two
(2) year period following the Employment Term, Executive shall not, without the
prior written authorization of the Board of Directors of the Company, directly
or indirectly render services of a business, professional or commercial nature
(whether for compensation or otherwise) to any person or entity directly
competitive or severely adverse to the Company's business welfare or engage in
any activity whether alone, as a partner, or as an officer, director, employee,
consultant, independent contractor, or stockholder in any other corporation,
person, or entity which is directly competitive with or severely adverse to the
Company's business welfare.
(b) RESTRICTION ON EMPLOYEE SOLICITATION. During the Employment Term and
for a two (2) year period following the Employment Term, Executive shall not
employ or attempt to employ or assist anyone else to employ any person who is at
such time, or at any time during the preceding year was, an employee of or
consultant to the Company. As used in this section 8, the verb "employ" shall
include its variations, for example, retain, engage or conduct business with;
the term the "Company" shall include subsidiaries or affiliates, if any, of the
Company.
(c) REASONABLE SCOPE AND TIME. The parties acknowledge that the time,
scope, and other provisions of this Agreement have been specifically negotiated
by the parties and agree that all such provisions are reasonable under the
circumstances and are given as an integral and essential part of Executive's
employment hereunder. In the event that any covenant contained in this Agreement
is determined by any court of competent jurisdiction to be unenforceable by
reason of its extending for too great a period of time or by reason of its being
too extensive in any other respect, it shall be interpreted to extend only over
the maximum period of time for which it may be enforceable and to the maximum
extent in all other respects as to which it may be enforceable, all as
determined by such court in such action.
9. SEVERABILITY.
If any provision of this Agreement is held invalid or unenforceable, either
in its entirety or by virtue of its scope or application to given circumstances,
such provision shall thereupon be deemed (i) modified only to the extent
necessary to render it valid, or (ii) not applicable to given circumstances, or
(iii) excised from this Agreement, as the situation may require, and this
Agreement shall be construed and enforced as if such provision had been included
herein as so modified in scope or application, or had not been included herein,
as the case may be.
10. ARBITRATION OF DISPUTES.
Any controversy or claim arising out of or relating to this Agreement, or
the breach of this Agreement, (other than a controversy arising out of or
relating to Sections 4, 5, 6, 7 or 8 hereof), shall be settled by arbitration in
Chicago, Illinois, conducted in accordance with the American Arbitration
Association Commercial Arbitration Rules and the Supplementary procedures for
Large, Complex Disputes, by an independent arbitrator chosen by mutual consent
and agreement of both parties. Either the Company or Executive may institute
such arbitration proceeding by giving written notice to the other party. The
decision of the arbitrator shall be final and binding upon both parties hereto.
Judgment upon the award rendered by the arbitrator may be entered in any court
having jurisdiction thereof.
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11. ENFORCEMENT.
Executive hereby acknowledges that the Company would suffer irreparable
injury if the provisions of sections 6, 7, and 8 herein, which shall survive the
termination of this Agreement, were breached and that the Company's remedies at
law would be inadequate in the event of such breach or threatened breach.
Accordingly, Executive hereby agrees that any such breach or threatened breach
may, in addition to any and all other available remedies (including those
remedies provided in section 10), be preliminarily and permanently enjoined in a
court of law or equity by the Company without the necessity of posting a bond.
12. LEGAL FEES AND EXPENSES.
In the event of litigation or arbitration under this Agreement, the
prevailing party shall be entitled, in addition to such other relief as may be
granted, to its attorneys' fees and costs incurred by reason of such litigation
or arbitration.
13. GENERAL PROVISIONS.
(a) NOTICES. Any notice, request, demand or other communication required or
permitted to be given hereunder shall be in writing and personally delivered or
sent by registered or certified mail, return receipt requested, pre-paid
overnight courier, or by a facsimile, telegram or telex followed by a
confirmation letter sent by registered or certified mail, return receipt
requested, addressed as follows:
To the Company: Xxxxxxxxxx.xxx, Inc.
0000 Xxxxx Xxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: President
Fax: (000) 000-0000
With a copy to: Xxxxx X. Xxxxxxx, Esq.
Xxxxxx Xxxxxx Zavis
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Fax: (000) 000-0000
To Executive: Xxxxxx Xxxxxxx
Insurance News Network, LLC
00 XxXxxxx Xxxx
Xxxx Xxxxxxxx, Xxxxxxxxxxx 00000
Fax: (000) 000-0000
Either the Company or Executive may, at any time, by notice to the other,
designate another address for service of notice on such party. When the letter,
facsimile, telegram or telex is dispatched as provided for above, the notice
shall be deemed to be made when the addressee receives the letter, facsimile,
telegram or telex, or within three days after it is sent, whichever is earlier.
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(b) AMENDMENTS. Neither this Agreement nor any of the terms or conditions
hereof may be waived, amended or modified except by means of a written
instrument duly executed by the party to be charged therewith.
(c) CAPTIONS AND HEADINGS. The captions and section headings used in this
Agreement are for convenience of reference only, and shall not affect the
construction or interpretation of this Agreement or any of the provisions
hereof.
(d) GOVERNING LAW. This Agreement, and all matters or disputes relating to
the validity, construction, performance or enforcement hereof, shall be
governed, construed and controlled by and under the laws of the State of
Illinois without regard to principles of conflicts of law.
(e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
executors, administrators, personal representatives, successors and permitted
assigns.
(f) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original hereof, but all of
which together shall constitute one and the same instrument.
(g) ENTIRE AGREEMENT. Except as otherwise set forth or referred to in this
Agreement, this Agreement constitutes the sole and entire agreement and
understanding between the parties hereto as to the subject matter hereof, and
supersedes all prior discussions, agreements and understandings of every kind
and nature between them as to such subject matter.
(h) RELIANCE BY THIRD PARTIES. This Agreement is intended for the sole and
exclusive benefit of the parties hereto and their respective heirs, executors,
administrators, personal representatives, successors and permitted assigns, and
no other person or entity shall have any right to rely on this Agreement or to
claim or derive any benefit therefrom absent the express written consent of the
party to be charged with such reliance or benefit.
14. EFFECTIVE DATE.
This Agreement shall be effective on the Effective Date.
15. ACKNOWLEDGEMENT.
EXECUTIVE ACKNOWLEDGES THAT HE HAS READ, UNDERSTOOD AND ACCEPTS THE
PROVISIONS OF THIS AGREEMENT, WHICH IS THE ENTIRE AGREEMENT BETWEEN THE
EXECUTIVE AND THE COMPANY WITH RESECT TO THE SUBJECT MATTER HEREOF. EXECUTIVE
ALSO ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO AND HAS REVIEWED THE TERMS
AND CONDITIONS OF THIS AGREEMENT WITH COMPETENT COUNSEL.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as
of the date written above.
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XXXXXXXXXX.XXX, INC. EXECUTIVE
By: /s/ X.X. Xxxxx By: /s/ Xxxxxx Xxxxxxx
------------------------- -----------------------------
Xxxxxx X. Xxxxx Xxxxxx Xxxxxxx
Chief Executive Officer
Date: 12/1/01 Date: 12/6/01
----------------------- -----------------------------
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