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EXHIBIT 10.1
AMENDED AND RESTATED
TERMINATION OF EMPLOYMENT AGREEMENT
THE PARTIES HERETO, Xx. Xxxxx X. Xxxxxx ("Xx. Xxxxxx") and Telescan,
Inc., a Delaware corporation ("Telescan"), have previously entered into a
Termination of Employment Agreement and Mutual Release ("Termination Agreement")
dated and effective as of the 1st day of December, 2000. Xx. Xxxxxx and Telescan
now desire to amend and restate the Termination Agreement, replacing the
Termination Agreement in its entirety with this Amended and Restated Termination
Agreement ("Replacement Termination Agreement"), pursuant to the following terms
and conditions:
1. On March 14, 2000, Telescan and Xx. Xxxxxx entered into an Employment
Agreement ("the Employment Agreement"). Telescan and Xx. Xxxxxx mutually agree
to terminate the Employment Agreement, any addenda or amendments thereto, and
any and every other existing contractual agreement or arrangement between them
other than this Replacement Termination Agreement, effective January 31, 2001;
notwithstanding the foregoing, it is specifically agreed that payment of Xx.
Xxxxxx'x base salary shall terminate on December 31, 2000.
2. Xx. Xxxxxx agrees that on or before January 31, 2001, he will return
to Telescan all property in his possession, custody or control which belongs to
Telescan, including any Telescan records, files, and documents (whether on
computer or not) and any keys. Xx. Xxxxxx acknowledges that he has had access to
confidential information ("Confidential Information") while employed by
Telescan, including without limitation, information concerning the products,
customers, pricing, suppliers, methods, processes, techniques, finances,
administration, devices, trade secrets and operations of Telescan. Xx. Xxxxxx
acknowledges that this information is confidential and not known outside of
Telescan's business, and that it constitutes a valuable, special and/or a unique
asset of Telescan. Xx. Xxxxxx agrees that he will not disclose in any way to any
person, or use for his own benefit or for the benefit of anyone else or any
other person or entity, the Confidential Information described above which was
gained while he was employed by Telescan. Xx. Xxxxxx further agrees not to
divert or attempt to divert from Telescan any person employed by Telescan and he
agrees to
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not interfere with Telescan's operations, products, employees, officers or
directors. Xx. Xxxxxx understands this Agreement is not and shall not be deemed
or construed to be an admission by Telescan of any wrongdoing of any kind or of
any breach of any contract, obligation, policy, or procedure of any kind or
nature. All options held by Xx. Xxxxxx to purchase shares of the common stock of
Telescan will expire on January 31, 2001. Xx. Xxxxxx will keep the laptop
computer owned by Seller and issued to Buyer as part of their employment
arrangement pursuant to the Employment Agreement; provided, however, that all
Telescan Confidential Information will be deleted from the computer and its use
will be subject to the confidentiality obligation of this paragraph.
3. The parties hereto agree that except as set forth in paragraph 2
above, all obligations of the parties as set forth in the Employment Agreement
and any other contractual arrangement between them are hereby extinguished.
4. In consideration of the mutual obligations set forth in this
Replacement Termination Agreement, the parties hereby release and hold harmless
each other, their successors, assigns, subsidiaries, parents, agents, employees
and representatives from any and all liability arising from or out of any
contractual arrangement between them, including, without limitation, the
Employment Agreement, from this day forward and agree to hold the other harmless
from any future liability related thereto.
5. This Replacement Termination Agreement supersedes any existing
agreement between the parties concerning the subject matter hereof (whether in
writing or otherwise), is the final agreement of the parties, and may only be
amended by written consent of both parties. Xx. Xxxxxx has carefully read and
fully understands all of the terms of this Agreement. Xx. Xxxxxx agrees that
this Agreement sets forth the entire agreement between him and Telescan. Xx.
Xxxxxx acknowledges that he has not relied upon any representations or
statements, written or oral, not set forth in this Agreement. This Agreement
cannot be modified except in writing and signed by both parties.
6. This Replacement Termination Agreement, and any dispute arising
under this Replacement Termination Agreement shall be governed and construed in
accordance with the internal laws of the State of Texas, without regard to its
rules concerning conflicts of laws. The
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parties hereby consent to jurisdiction and venue for any litigation arising
under this Replacement Termination Agreement in the federal and state courts in
Xxxxxx County, Texas.
7. This Replacement Termination Agreement shall be binding on and inure
to the benefit of each party's respective administrators, executors, personal
representatives, successors and assigns.
XX. XXXXX X. XXXXXX TELESCAN, INC.
By: /s/ XXXXX X. XXXXXX By: /s/ XXXXX X. XXXXXXXXX
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Title: Senior Vice President
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Date: January 30, 2001 Date: January 26, 2001
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XXXX OF SALE
In consideration of their mutual promises contained within the
Replacement Termination Agreement executed on this same date, Telescan, Inc.
("Seller") does hereby sell, assign and transfer to Xx. Xxxxx X. Xxxxxx
(hereinafter referred to as "Buyer") all of Seller's right, title and interest
in and to that certain laptop computer owned by Seller and issued to Buyer as
part of their employment arrangement pursuant to that certain Employment
Agreement between Buyer and Seller dated March 14, 2000.
Seller makes no warranty, express or implied, with respect to the
computer conveyed by this xxxx of sale, such property being purchased "as is,
where is" with all faults. The use of the property conveyed in this Xxxx of Sale
is subject to Buyer's having deleted from the computer all files, documents and
other data which might be construed to be the Confidential Information of
Seller.
TELESCAN, INC.
By /s/ XXXXX X. XXXXXXXXX
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Printed Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
ATTEST
/s/ XXXX X. XXXXX
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Printed Name: Xxxx X. Xxxxx
Title: Vice President Corporate Counsel
