Exhibit 10.26
AGREEMENT
THIS AGREEMENT is made on March 31, 1999 by and between XXXXXX X. XXXXXXXXX
of 00 Xxxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxxxxx 00000 (the "Executive"), and
NEWSEDGE CORPORATION, a Delaware corporation with a principal place of business
at 00 Xxxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 (the "Company"),
WHEREAS, the Executive is currently the Vice President and Chief Financial
Officer of the Company; and
WHEREAS, the Executive has informed the Company that he desires to resin
his position as Vice President and Chief Financial Officer effective March 31,
1999; and
WHEREAS, The Company desires to continue to employ the Executive to render
services to the Company as an employee consultant and the Executive desires to
accept such employment, all on the terms and conditions hereinafter provided;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the mutual
covenants and obligations herein contained, the parties hereto agree as follows;
1. Positions and Responsibilities
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(a) Employment Position. The Executive shall serve the Company as Senior
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Executive Consultant under the terms and conditions of this Agreement.
As Senior Executive Consultant the Executive shall report to the Chief
Executive Officer of the Company, and his service shall be subject to
the direction and control of the Chief Executive Officer.
(b) Responsibilities effective April 1, 1999. For the period beginning
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with the commencement of the term of this Agreement (as set forth in
paragraph 2) and ending ____________________, (the Transition
Effective Date") but in no event later than June 30, 1999 (the
"Transition Period"), the Executive shall be engaged in (i) the
performance of his current duties as Vice President and Chief
Financial Officer ("Transition Duties"), as well as (ii) general
matters of financial strategy and business development, implementation
of major alliances, acquisitions and mergers, investor relations, and
any other matters and duties as may reasonably be requested by the
Chief Executive Officer. During the Transition Period the Executive
shall devote substantially all of his business time, attention and
services to the diligent, faithful and competent discharge of such
duties for the successful operation of the Company's business.
(c) Responsibilities After The Transition Effective Date: For the
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remainder of the term of this Agreement after the Transition Effective
Date (the "Remaining Term"), the Executive shall serve the Company as
shall be mutually agreed by the parties. During the Remaining Term the
Executive's duties, which he shall discharge diligently, faithfully
and competently, shall be unchanged except that, unless otherwise
mutually agreed between the parties, the Executive shall have no
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Transition Duties. The Executive may engage in any activity on his
own time without Company approval, provided the same does not conflict
or compete with any interest of the Company or interfere with the
Executive's performance of his duties hereunder.
2. Term
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The term of this Agreement shall commence on March 31, 1999, and shall
expire on the third anniversary of the Transition Effective Date, which
date shall not be later than June 30, 2002, unless terminated sooner in
accordance with the provisions of Paragraph 4.
3. Compensation
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(a) Salary. During the Transition Period, the Company shall pay to the
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Executive salary at the annual rate of One Hundred Seventy Eight Thousand
Dollars ($178,000). payable in semi-monthly installments. During the
Remaining Term, the Company shall pay to the executive salary at the annual
rate of Fifty Thousand Dollars ($50,000), payable in semi-monthly
installments. Salary payments shall be subject to all applicable federal
and state withholding, payroll and other taxes. The Executive's salary may
be adjusted at any time by mutual agreement of the parties, but shall not
be lowered from the amounts hereinabove specified for the Transition Period
and the Remaining Term, respectively.
(b) Benefits. During the term of this Agreement the Executive shall be
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reimbursed for all of his business-related travel and other business-
related expenses in accordance with the Company's policies from time to
time in effect, and shall also be furnished by the Company at the Company's
expense for use in the Company's business with a lap top computer and
network access. The Executive will also be entitled to participate on the
same basis with all other management employees of the Company in the
Company's standard benefits package generally available for all other
officers and employees of the Company, with respect to group health,
disability and life insurance programs and retirement and 401K programs.
The Executive shall also be paid (in a lump sum if he so elects) his
accrued and accumulated vacation compensation as of the Transition
Effective Date.
(c) Stock Options. The parties acknowledge and agree that the Executive has
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been granted options to purchase 125,000 shares of the stock of NewsEdge
Corporation, pursuant to various stock option and reprising agreements (the
"Option Agreements"), as outlined in the table below:
Number of Options Date Granted Option Price Per Share
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1. 35,000 January 23, 1996. $ 8.625
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2. 10,000 July 29, 1997 $10,438
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3. 80,000 February 24, 1998 $10.875
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125,000
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The options granted under (1) and (2) above, totaling 45,000 options shall be
subject to the provisions of the Option Agreements and shall continue to vest on
the terms and conditions found in the option agreements and shell expire ninety
(90) days following the expiration of this Agreement. The options granted under
(3) above totaling 80,000 options shall continue to vest through the Transition
Effective Date. The vested portion of these options as of the Transition
Effective date shall continue to be exercisable by the Executive throughout the
term of this Agreement. The unvested portion of the 80,000 options as of the
Transition Effective Date will he cancelled as of the Transition Effective Date.
4. Termination
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The Executive's employment under this Agreement shall terminate prior to
the expiration of the term set forth in Paragraph 2 upon the occurrence of any
of the following events:
(i) The death or disability of the Executive. For the purposes of
this Paragraph, "disability" shall mean the inability of the
Executive, by reason of accident or illness, to perform
substantially the duties of his employment, which inability
persists for a continuous period of three (3) months.
(ii) The acceptance by the Executive of a full time position with an
employer other than the Company.
(iii) The giving of fourteen (14) days' written notice by the Executive
to the Company of the Executive's election to terminate this
Agreement for cause. As used in this subparagraph, "for cause"
means any change in the Executive's compensation, benefits or
location which is not consented to by the Executive.
(iv) The giving of fourteen (14) days written notice by the Company to
the Executive of the Company's election to terminate this
Agreement for cause. As used in this subparagraph, "for cause"
means (A) the substantial and continuing willful breach by the
Executive of his obligations under this Agreement, such breach
not having been cured within thirty (30) days after the
Executive's receipt of notice thereof from the Company, which
notice shall set forth in reasonable detail the nature of such
breach; provided, however, that this subparagraph shall not apply
to acts or omissions by the Executive in the exercise of his
honest business judgment; (B) the commission by the Executive of
an act of fraud or substantial and material breach of fiduciary
duty; or (C) the conviction of the Executive of any felony or of
any misdemeanor involving moral turpitude or misappropriation of
Company property.
5. Waiver
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The failure of any party hereto at any time or times to require performance
of any provision of this Agreement shall in no manner affect that party's right
at a later time to enforce the same provision. Any waiver by any party of the
breach of any provision contained in this
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Agreement in any one or more instances shall not be deemed to be a waiver of any
other breach of the same provision or any other provisions contained herein.
6. Notices
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Any notices or other communications required or permitted under this
Agreement shall be sufficiently given if delivered in hand or if sent by
registered or certified mail, postage prepaid, and if to the Executive,
addressed to him as follows:
Xx. Xxxxxx X. Xxxxxxxxx
00 Xxxxxxx Xxxxx
Xxxxxxx, XX 00000
And if to the Company, addressed to it as follows:
NewsEdge Corporation
00 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx X. XxXxxxx, Chief Executive Officer
Either party at any time may change his or its address for notice hereunder by
giving notice thereof to the other party in accordance with the provisions of
this Paragraph 6.
7. Entire Agreement Amendment
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Except as otherwise provided herein, this Agreement constitutes the entire
Agreement between the parties with respect to the subject matter hereof, and
supercedes all proposals, negotiations and understandings of any nature
whatsoever. This Agreement may be amended only by a written instrument signed by
both parties.
8. Severability
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If any of the provisions of this Agreement, or any part thereof, are
hereafter construed to be invalid or unenforceable, the same shall not affect
the remaining provisions, which shall be enforced to the fullest extent
permitted by law, without regard to the invalid portion or portions.
9. Assignment
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The Executive acknowledges that the services to be rendered by him
hereunder are unique and personal in nature. Accordingly, the Executive may not
assign any of his rights or delegate any of his duties or obligations under this
Agreement, except with the written consent of the Company. The rights and
obligations of the Company under this Agreement shall inure to the benefit of,
and shall be binding upon, the successors and assigns of the Company. The rights
of the Executive hereunder shall inure to the benefit of the Executive and,
where the context so requires, to his personal representatives.
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10. Governing Law
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This Agreement, the employment relationship contemplated herein and any
claim arising from such relationship, whether or riot arising under this
Agreement, shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts, and this Agreement shall be deemed to be
performable in Massachusetts.
11. Counterparts
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This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto
as a sealed instrument, as of the date first above written.
/s/ Xxxxxx X. Xxxxxxxxx
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XXXXXX X. XXXXXXXXX
WITNESS: NEWSEDGE CORPORATION
By: /s/ Xx Xxxx By: /s/ Xxxxxx X. XxXxxxx
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Name: Xx Xxxx Name: Xxxxxx X. XxXxxxx
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Title: Director of HR Title: Chief Executive Officer
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