EXHIBIT 10
INFORMATION RESOURCES, INC. & SUBSIDIARIES
EMPLOYMENT TERMINATION AGREEMENT
This Employment Termination Agreement ("Agreement") is made as of March 4,
1996, effective as of the close of business March 13, 1996 ("Effective Date") by
and between Information Resources, Inc., a Delaware corporation (the "Company")
and Xxxxxx X. Xxxxxxx ("Xxxxxxx").
WHEREAS, the Company and Xxxxxxx have previously entered into an employment
agreement dated November 4, 1993 (the "Employment Agreement"); and,
WHEREAS, the Company and Xxxxxxx are desirous of mutually and amicably
terminating the employment relationship contemplated by the Employment
Agreement, with the effective date of such termination to be the close of
business March 13, 1996; and
WHEREAS, the parties further desire that, except as provided to the contrary in
this Agreement, the provisions of the Employment Agreement shall govern the
post-termination activities of the parties,
NOW THEREFORE, in consideration of the mutual promises and obligations set forth
herein, the parties agree as follows:
1. Termination of Employment
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Pursuant to the provisions of Section 3.1(b) of the Employment Agreement,
Xxxxxxx hereby terminates his employment with the Company, effective as of
the Effective Date hereof, and the Company waives its right under Section
3.1(b) to receive 90 days prior written notice of such termination from
Xxxxxxx.
2. Closing Transactions
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On and as of the Effective Date, there shall be a "closing" at which time
the following transactions shall take place:
x. Xxxxxxx shall exercise the 50,000 stock options (exercise price
$0.01) currently held by him, through a "cashless exercise" of such
options.
b. The Company shall pay Xxxxxxx the difference between the pretax
proceeds of the "cashless exercise" and $34 per share, less applicable
tax withholdings.
c. The 100,000 options (exercise price $34) currently held by Xxxxxxx
shall be canceled by the Company.
x. Xxxxxxx shall pay the sum of $800,000 representing the outstanding
balance of the loan made to Xxxxxxx pursuant to Section 2.4 of the
Employment Agreement. Upon such payment, the Promissory Note executed
by Xxxxxxx evidencing such loan shall be marked paid-in-full and
delivered to Xxxxxxx.
x. Xxxxxxx shall vacate his office at IRI, and return all IRI property
to IRI, including but not limited to computers, cellular phone and
credit cards.
x. Xxxxxxx shall be paid his salary through March 13, 1996.
g. The reciprocal payment obligations set forth in items (b), (d) and
(f) above may, at IRI's option, be discharged by a single net payment
from IRI to Xxxxxxx, after appropriate tax withholdings.
x. Xxxxxxx shall be entitled to participate in the Company's health
insurance plan and receive family coverage through February 28, 1998,
provided that Xxxxxxx timely pays the Company the monthly premium for
that coverage.
3. Noncompetition, Non-Hiring and Confidentiality Obligations
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The provisions of Article IV of the Employment Agreement shall remain in
full force and effect for the periods of time indicated in Article IV,
which periods shall begin to run from the Effective Date. Notwithstanding
the foregoing, none of the following activities shall be deemed to violate
the provisions of said Article IV:
a. The hiring of Xxxxx Xxxxxx.
b. The hiring of any person who is an employee of IRI as of the
Effective Date and whose employment is subsequently terminated other
than by voluntary resignation.
c. The hiring of any person who is an employee of IRI as of the
Effective Date who voluntarily resigns from IRI, provided that no such
hiring takes place prior to 180 days following the effective date of
such employee's voluntary resignation.
With respect to Article V of the Employment Agreement, the pursuit by
Xxxxxxx of a business to provide marketing and business services on the
Internet or which facilitates the conduct of business on the Internet by
other companies shall not be deemed to fall within the provisions of
Section 5.2 of the Employment Agreement.
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4. Continuing Obligations
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a. Except as may be otherwise provided in this Agreement, the provisions of
Articles IV, V and VI of the Employment Agreement shall remain in full
force and effect according to their terms.
b. Except as may be otherwise provided in this Agreement, neither party
shall, subsequent to the Effective Date, have any obligation to the other
pursuant to Articles I, II or III of the Employment Agreement.
x. Xxxxxxx agrees to cooperate fully with the Company, and to make himself
reasonably available and for reasonable lengths of time, with respect to
the prosecution, defense or other activities reasonably related to any
claims, litigations or investigations currently pending or to be brought
for or against the Company as to which Xxxxxxx may have knowledge of the
facts or circumstances.
d. Except for the provisions of Articles IV, V and VI of the Employment
Agreement and except as to the covenants stated herein, the Company and
Xxxxxxx mutually, on behalf of themselves and their heirs, personal
representatives, officers, directors, employees, affiliates, successors and
assigns, do hereby forever release and discharge each other and their
respective heirs, personal representatives, agents, officers, directors,
employees, affiliates, successors and assigns, and each of them, from any
and all actions, causes of actions, claims, suits, demands, liabilities and
damages whatsoever, whether at law or in equity, arising, or which could
arise, from the employment relationship between the Company and Xxxxxxx
whether now known or unknown.
5. Miscellaneous
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a. Both parties shall keep the terms of this Agreement confidential and
neither party shall make any public statement regarding this Agreement or
the terms hereof without the prior approval of the other. Notwithstanding
the foregoing, the Company shall, in its sole discretion, be free to make
such filings and disclosures in compliance with its obligations as a
publicly traded corporation; provided that except for the foregoing,
neither party will make any public announcement, press release, or the like
regarding a party without the other party reviewing and consenting to the
text of the announcement. Without limiting the generality of the foregoing,
the Company and Xxxxxxx agree that neither will disparage each other, or
provide any information to third parties other than to acknowledge that
Xxxxxxx was employed by the Company, the position and the duties of that
position which he held, and the dates of employment.
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b. This Agreement shall be binding upon and inure to the benefit of Xxxxxxx
and the Company and each of their respective heirs, personal
representatives, permitted assigns and successors in interest, including,
in the case of the Company any company with which the Company may be merged
or consolidated or to which all or substantially all of the Company's
assets may be transferred. Except in the case of a merger, consolidation,
sale of substantially all the assets of the Company (in which case the
Company may assign this Agreement), this Agreement shall not be assignable
by Xxxxxxx or the Company without the express written consent of the other
party.
c. This Agreement embodies the entire agreement of the Company and Xxxxxxx
with respect to the subject matter hereof, and no amendment or modification
of the terms of this Agreement shall be effective unless reduced to a
written instrument executed by Xxxxxxx and the Company. The headings of
sections in this Agreement are for convenience only.
d. This Agreement shall be construed and enforced in accordance with the
law of the State of Illinois.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
INFORMATION RESOURCES, INC.
By: \s\ Xxxx Xxxxxxx
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Title: CEO
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\s\ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
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