1
EXHIBIT 10.8
[INSURQUOTE LETTERHEAD]
February 10, 1998
PERSONAL & CONFIDENTIAL
Xx. Xxxxxxx X. Xxxxx
0000 Xxxxx 000 Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
Dear Xxxx:
This letter will confirm our agreement ("Agreement") with respect to your
employment as President of InsurQuote Systems, Inc. ("ISI").
PART I - EMPLOYER - EMPLOYEE RELATIONSHIP
The following terms and conditions set forth the rights, duties and
responsibilities regarding the employer - employee relationship between you and
ISI, including but not limited to the termination of that relationship:
1. The term of employment will be from February 1, 1998 through January 31,
2003, unless sooner terminated as provided below. Either party may provide the
other party sixty (60) days written notice of its intention not to extend this
Agreement beyond the term stated above. If this Agreement is not terminated
effective as of January 31, 2003 in the manner stated above, it then shall be
automatically renewed on a year-to-year basis (each, a "Renewal Term") provided
that either party may provide the other party sixty (60) days written notice of
its intention not to extend the Agreement beyond any Renewal Term.
2. You will serve as President of ISI. Your duties and responsibilities
shall include the duties and responsibilities for your corporate office and
position set forth in the Company's bylaws from time to time in effect and such
other duties and responsibilities as may be reasonably prescribed by the Board
of Directors, in all cases to be consistent with your corporate office and
position.
3. During the term of this Agreement you agree to devote your full and
undivided business time and attention, to the business of ISI. You agree to
perform those duties and services consistent with your position and fulfill
those obligations as may be designated from time to time by ISI's Board of
Directors. The foregoing, however, shall not preclude you from serving in any
capacity with any civic, educational, charitable or religious organization or
any trade association, so long as such activities do not interfere with your
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Page 2
duties and obligations under this Agreement. Your services shall be performed at
ISI's principal executive offices in Provo, Utah. However, ISI and you
understand that you may be required to travel in connection with the performance
of your duties hereunder.
4. XXX agrees to the following compensation and incentive arrangement:
a. You will be paid a salary at an annual base rate of $140,000
($11,666.67 monthly) during the period of the Agreement, payable
in accordance with normal ISI payroll practices. Furthermore,
your base salary will be subject to review annually for increases
by the Board of Directors in its sole discretion in connection
with the annual review of salary and benefits for ISI's
management. All reasonable out-of-pocket expenses incurred in
connection with your services hereunder, will be separately
reimbursed subject to the terms of ISI's expense reimbursement
policy for its management. ISI shall have the right to withhold
from your salary any taxes, FICA, or other amounts required to be
withheld by any governmental entity or authority having
jurisdiction over the matter.
b. You will be entitled to participate in the ISI Corporate
Management Bonus program, as amended from time to time (the
"Bonus"). This will entitle you to a potential bonus for FY 1998
of 50% of your annual salary and thereafter at the rate
determined by ISI's Board of Directors.
c. In addition, you shall be entitled to participate in health
insurance, pension and other benefits provided to other senior
executives of ISI on terms no less favorable than those available
to such senior executives of ISI. You shall also be entitled to
the same number of vacation days, holidays, sick days and other
benefits as are generally allowed to other senior executives of
ISI in accordance with the ISI policy in effect from time to
time.
5. ISI shall have the right to terminate this contract with you at any time
without payment of any amounts described herein (other than payment of salary
and a pro rata portion of your bonus earned through the effective date of such
termination and reimbursement of reasonable out-of-pocket expenses incurred
prior to such date) in the event that:
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a. you willfully fail to substantially perform your duties
hereunder, other than a failure as a result of your complete or
partial incapacity due to physical or mental illness or
impairment;
b. you willfully act, or willfully fail to act, in such a fashion so
as to constitute gross misconduct which is injurious to ISI;
c. you engage in any act of personal dishonesty in connection with
your responsibilities under this Agreement and that is intended
to result in substantial gain or personal enrichment at the
expense of ISI;
d. you are convicted of a felony; or
e. you materially breach the terms of Part I Section 3 or Part III
Section 2 of this Agreement provided that ISI first shall have
provided you with written notice specifying the acts or omissions
alleged to constitute your breach of such section and you have
failed to correct the breach within fifteen (15) days of receipt
of such notice.
A termination of your employment with ISI for any of the reasons set forth
in this section shall be referred to as "Termination for Cause".
6. In the event of a "Change in Control" of ISI and within twelve 12 months
thereafter there is a "Termination Without Cause" or a "Constructive
Termination", you shall be entitled to the following consideration:
a. (i) The greater of $200,000 or one (1) year benefits (for
purposes of this section benefits shall mean the ISI
medical, dental and life insurance benefit plans Employee
participated in at the date of termination), salary and
bonus (calculated based on your salary and bonus plan as of
the date of termination) payable on the last day of
employment, or on such other date as we mutually agree in
writing.
(ii) One (1) year executive out placement services to be provided
from the date of termination. The terms of such services
shall be
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Page 4
determined at the discretion of ISI, provided that the cost
of such services are reasonable and substantially equal to
similar services offered to similar executives in the
industry. ISI's obligation for out placement services shall
cease earlier than one (1) year in the event you accept a
position of employment prior to such time.
(iii) You will have the right, but not the obligation, to sell
your shares of ISI Common Stock to ISI (or in ISI's
discretion to CCC Information Services Inc.). The sale
price of such shares shall be their fair market value.
Where there exists a public market for ISI's Common Stock
at the time of such sale, the fair market value per share
shall be the average last reported sale price in the
over-the-counter market in which the Common Stock is quoted
or on any exchange on which the Common Stock is listed,
whichever is applicable, for the five (5) trading days
prior to the date of determination of fair market value.
Where there is no public market for ISI's Common Stock at
the time of such sale, the fair market value per share
shall be determined as follows: you will select an
investment banker and ISI will select an investment banker
to assess the fair market value of ISI at the date you
elect to sell the shares. If the parties are unable to
agree on a valuation, the two investment bankers shall
select a third investment banker to arbitrate the
valuation. The decision of the independent investment
banker shall be binding on both parties.
b. For purposes of this section, a "Change of Control" shall occur
if:
(i) any person (as such term is used in Section 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including CCC Information Services Inc.
(including its affiliates), becomes the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act)
directly or indirectly, of securities of ISI representing
50% or more of the total voting power represented by ISI
then outstanding voting securities; or
(ii) the "Continuing Directors", cease for any reason to
constitute a majority of the Board of InsurQuote Systems.
Inc. For purposes of
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Page 5
this section, "Continuing Director" shall mean a member of
the Board who either is a member of the Board on the date
of the execution of this Agreement, or who subsequently
became a director of ISI and whose election was approved by
a vote of a majority of the Continuing Directors then on
the Board (which term, for purposes of this definition,
shall mean the whole Board and not any committee thereof);
or
(iii) a merger or consolidation of ISI with any other entity,
other than a merger or consolidation which would result in
the voting securities of ISI outstanding immediately prior
thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of
the surviving entity) at least fifty percent (50%) of the
total voting power represented by the voting securities of
ISI or such surviving entity outstanding immediately after
such merger or consolidation, or the stockholders of ISI
approve a plan of complete liquidation of ISI or an
agreement for the sale or disposition by ISI of all or
substantially all of ISI's assets.
c. "Termination Without Cause", for purposes of this section, shall
mean termination of your employment with ISI or any of its
affiliates for any reason other than those constituting
Termination For Cause as defined in Part I, Section 5 of this
Agreement:
7. a. In the event ISI terminates this Agreement for reasons not
described in Part I, Paragraphs 5 or 6 above, or if your termination is a
"Termination Without Cause" or a "Constructive Termination", you shall be
entitled to the following consideration:
(i) The greater of $200,000 or one (1) year benefits (for
purposes of this section benefits shall mean the ISI
medical, dental and life insurance benefit plans Employee
participated in at the date of termination), salary, bonus
(calculated based on your salary and bonus plan as of the
date of termination) payable to the last day of employment,
or on such other date as we mutually agree in writing.
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(ii) One (1) year executive out placement services to be
provided from the date of termination. The terms of such
services shall be determined at the discretion of ISI,
provided that the cost of such services are reasonable and
substantially equal to similar services offered to similar
executives in the industry. ISI's obligation for out
placement services shall cease earlier than one (1) year in
the event you accept a position of employment prior to such
time.
b. For purposes of this Agreement a termination shall be a
"Constructive Termination" if:
(i) there is a material diminution in the authority, duties, or
responsibilities of your position from the authority,
duties or responsibilities of your position with ISI in
effect immediately prior to such diminution, or your
removal from such authority, duties or responsibilities;
(ii) there is any failure by ISI to comply with any of the
provisions of Part 1, Section 4 of this Agreement, other
than an isolated, insubstantial, or inadvertent failure not
occurring in bad faith and which is remedied by ISI
promptly after receipt of written notice from you;
(iii) a reduction, of more than ten (10%) percent, by ISI in your
annual salary or bonus opportunity as in effect immediately
prior to such reduction provided, however, if such
reduction also applies to similarly situated employees
this provision shall not be a Constructive Termination;
(iv) a reduction, of more than ten (10%) percent, by ISI in the
kind or level of employee benefits to which you are
entitled immediately prior to such reduction with the
result that your overall benefits package is materially
reduced provided, however, if such reduction also applies
to similarly situated employees this provision shall not be
a Constructive Termination;
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(v) the relocation of ISI to a facility or a location more than
200 miles from ISI's present location, without the majority
approval of the Inside Stockholders as defined in the
Investment Agreement dated February 10, 1998;
(vi) any purported termination, other than your voluntary
resignation, of your employment by ISI which is not effected
as a result of your death or incapacity or as a Termination
For Cause, or any purported termination for which the
grounds relied upon are not valid;
(vii) the failure of ISI to obtain the assumption of this
Agreement by any successor;
(viii) any material breach by ISI of any material provision of
this Agreement; or
(ix) you die or become incapacitated. You will be deemed to be
incapacitated if, at the time notice is given, you have been
unable to substantially perform your duties under this
Agreement for a period of three (3) consecutive months as
the result of your incapacity due to physical or mental
illness. ISI may terminate your employment due to incapacity
by giving you 30 days advance notice in writing. In the
event that you resume the performance of substantially all
of your duties hereunder before the termination becomes
effective, ISI notice of intent to terminate shall
automatically be deemed to have been revoked.
You acknowledge and agree, for the purposes of Section 7.b.i. above, (A)
that ISI may, from time to time, reorganize its divisions and establish new
subsidiaries or affiliates, (B) that the transfer of you to such division,
subsidiary or affiliate shall not be deemed a material diminution in authority,
duties or job responsibilities so long as you maintain a similar, or greater,
level of authority, duties and responsibilities as you had just prior to the
transfer, and (C) that a change in reporting responsibilities shall not
necessarily be deemed a diminution in authority for purposes of this Agreement.
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Notwithstanding the foregoing, Constructive Termination shall not occur
within the meaning of this Paragraph 7 until and unless thirty (30) days have
elapsed from the date the Board of Directors receives such written notice
without ISI curing or causing to be cured the circumstances set forth in this
Paragraph 7 on the basis of which the declaration of Constructive Termination is
given.
PART II - RIGHTS UNDER STOCK OPTION PLAN UPON TERMINATION OF EMPLOYMENT
The following terms and conditions are set forth solely for the purpose of
defining certain rights regarding the exercise of vested and unvested options
you hold pursuant to the ISI Stock Option Plan, or its successor, if any, and
your Stock Option Agreement(s):
1. You are subject to certain terms and conditions of the ISI Stock Option
Plan, or its successor, if any, as amended from time to time, (the "Plan") and
you are a party to certain Stock Option Agreement(s) (the "Option Agreement").
Notwithstanding anything contained in the Plan or the Option Agreement to the
contrary, you will have the right to exercise immediately but no later than one
hundred eighty (180) days, all vested and unvested options you hold pursuant to
your Option Agreement if either of the following events occur:
a. in the event a "Change in Control" occurs, as defined in Part I,
Section 6 of this Agreement, and within twelve 12 months
thereafter there is a Termination Without Cause as defined in
Part I, Section 6.c. of this Agreement; or
b. in the event there is a Constructive Termination as defined in
Part I Section 7.b.; or
c. in the event there is an "Adverse Change" in the Plan. For
purposes of this subsection an Adverse Change in the Plan shall
mean:
i. termination of the Plan; or
ii. amendment to the Plan which materially diminishes the value
of your long term incentive award, that may be granted under
the Plan.
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unless there is substituted concurrently long term incentive
awards of comparable value.
PART III - GENERAL PROVISIONS
1. During your association with the ISI, or any affiliate, you will be
exposed to confidential and proprietary information of ISI and its affiliates
which may be disclosed to you both orally and/or in writing concerning ISI, its
affiliates, subsidiaries, customers, products, systems, marketing, financial,
legal and such other information relating to ISI and its affiliates, or
subsidiaries. You agree to keep such information confidential, and you will not,
without ISI's prior written consent, disclose to any person or entity the
confidential information. You also agree to take all reasonably necessary
precautions to prevent any unauthorized disclosure of such matters. It is agreed
that the obligations of confidentiality which you have agreed to will continue
in full force and effect while you are associated with the company and for three
(3) years following the termination of our Agreement. For purposes of the
foregoing, confidential and proprietary information shall not include
information in the public domain or information that becomes public through no
fault of your own.
2. You also agree that without the express prior written consent of ISI and
as consideration for the above-mentioned compensation, you will not (on behalf
of yourself or any other person or entity), during the term of your employment
with ISI and for a period equal to one (1) year) after the date of any
termination of such employment for any reason whatsoever (i) directly or
indirectly own, manage, join, invest in, finance, control or participate in,
accept employment with, provide consulting or advisory services to, or be
connected with, any business (other than ISI or any of its affiliates) anywhere,
that markets, sells or provides access to databases or services substantially
similar to those offered by ISI or that ISI is actively developing or has
developed and then intends to market presently as of the date of termination of
this Agreement, (ii) rely on proprietary technology or know-how used by, or
documents that contain confidential information (specifically including customer
lists and the contents of marketing documents and marketing materials) of ISI
or any of its affiliated companies to engage in any activity with the intent or
effect of competing with ISI or any of its affiliated companies, or (iii)
directly or indirectly, (on behalf of yourself or any other person who markets,
sells or provides access to databases or services substantially similar to those
offered by ISI or that ISI is actively developing or has developed and then
intends to market presently), employ, solicit for employment or
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Page 10
otherwise assist in the solicitation for employment, any other employee or
consultant of ISI or any of its affiliated companies (collectively the
"non-competition obligations"). You will not, however, be prevented from owning,
directly or indirectly, solely for investment purposes, no more than one
percent (1%) of the shares of stock of any publicly traded corporation that
does compete with XXX.
In addition, during the applicable term stated above you shall not directly
or indirectly (1) induce or attempt to induce any employee of ISI, its
affiliates or subsidiaries to leave the employ of ISI or in any way interfere
with the relationship between ISI and any employee thereof, (2) hire directly or
through another entity any person who was an employee of ISI as of the date of
your termination, or (3) induce or attempt to induce any customer, supplier,
licensee, licensor, or other business relation of ISI to cease doing business
with ISI or its affiliates, or in any way interfere with the relationship
between any such customer, supplier, licensee, licensor or business relation and
ISI, (4) disparage ISI, its management, or its business in any public or private
manner, or (5) induce, directly or indirectly, any person to compete with ISI.
3. You agree that if you fail fully to honor your obligations of
confidentiality and non-competition hereunder, ISI shall have, in addition to
any other rights, the right to cease all further payments hereunder and the
right to obtain specific performance of the confidentiality and non-compete
obligations agreed to herein, without any showing of actual damage or inadequacy
of legal remedy.
4. All controversies and disputes between you and ISI arising out of your
employment, the termination thereof, or the provisions of this Agreement,
including but not limited to all claims involving federal, state and local laws
relating to employment discrimination based on race, color, national origin,
religion, sex, age, disability or any other protected status, shall be subject
to mandatory arbitration as provided for in this Section.
All such disputes shall be submitted to arbitration in Provo, Utah, or such
other location as the parties may mutually agree, under the Employment Dispute
Resolution Rules of the American Arbitration Association.
The arbitrator(s) selected under this Section may award damages,
reinstatement and all other relief available under all applicable federal, state
or local laws, except that each
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party shall be responsible for its own attorney's fees and costs. Any
arbitration award issued hereunder shall be in writing, shall state its
underlying reasons and shall be final and binding on the parties to this
Agreement and anyone claiming through them. Any judgment upon an award issued
under this Section may be entered in any court having jurisdiction thereof.
YOU AND ISI HEREBY EXPRESSLY AGREE THAT THE FOREGOING ARBITRATION
PROVISIONS ARE THE EXCLUSIVE MEANS FOR RESOLVING ALL CONTROVERSIES AND DISPUTES
ARISING OUT OF YOUR EMPLOYMENT, THE TERMINATION THEREOF, OR THE PROVISIONS OF
THIS AGREEMENT.
5. The terms of this Agreement may not be modified orally, but only by
mutual written consent. This letter, and any agreement you signed as part of
your original employment with ISI contains our entire agreement regarding your
employment by ISI and all prior agreements other than confidentiality agreements
are terminated. In the event that there are any conflicts between this Agreement
and any confidentiality or non-compete agreements, the terms of this Agreement
shall prevail.
6. This Agreement shall inure to the benefit of and be binding upon you
(and your successors, heirs, assigns and legal representatives) and ISI and its
successors and assigns. ISI will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of ISI to assume expressly and
agree to perform this Agreement in the same manner and to the same extent that
ISI would be required to perform it if no such succession had taken place. If
you should die while any amounts are still payable to you hereunder, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to your devisee, legatee or other designee or, if there
be no such designee, to your estate.
7. You agree that, except to the extent that disclosure is required by you
to your attorney or accountant, or required by operation of law, you will keep
the terms of this Agreement confidential.
8. All notices pursuant to this Agreement shall be in writing and shall be
considered properly delivered when addressed to as set forth below, given or
served
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Page 12
personally, or sent by any generally recognized overnight delivery service or by
certified mail, return receipt requested, postage fully prepaid.
If to ISI: Insurquote Systems, Inc.
000 Xxxx 0000 Xxxxx
Xxxxx, Xxxx 00000
If to Employee: Xxxxxxx X. Xxxxx
0000 Xxxxx 000 Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
9. Neither party shall assign nor subcontract to any other party all or any
part of this Agreement, its obligations hereunder, or any other interest herein
or rights hereunder without the other parties' prior written consent.
10. If any provision of this Agreement is for any reason held invalid,
illegal, void or unenforceable, all other provisions of this Agreement will
remain in full force and effect and the invalid, illegal, void or unenforceable
provision shall be replaced by a mutually acceptable valid, legal and
enforceable provision that is closest to the original intent of the parties.
11. This Agreement will have been made, executed and delivered in the State
of Utah and will be governed and construed for all purposed in accordance with
the laws of the State of Utah without giving effect to conflict of laws
provisions.
12. No action taken by either party shall be deemed to constitute a waiver
of compliance with any representation, warranty or covenant contained in this
Agreement. The waiver by a parry of a breach of any provision of this Agreement
will not operate or be construed as a waiver of any subsequent breach.
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If the above meets with your understanding, I would appreciate your signing
a copy of this letter and returning it to me. If there are items which require
further clarification or discussion, please let me know. I look forward to the
continuation of a mutually beneficial relationship.
Very truly yours,
/s/ XXXXX X. XXXXXXX
------------------------------------
Chief Executive Officer
------------------------------------
I hereby acknowledge that I have read, understand and agree to the terms and
conditions stated above:
/s/ XXXXXXX X. XXXXX
---------------------------------
Date: February 10, 1998
---------------------------
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[GOLD LETTERHEAD]
February 1, 2000
Xx. Xxxxxxx X. Xxxxx
0000 Xxxxx 000 Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
Re: Employment
Dear Xx. Xxxxx:
By letter dated February 10, 1998 from InsurQuote Systems, Inc. (the
"COMPANY") to you (the "EMPLOYMENT LETTER"), the Company and you have agreed to
certain employment arrangements and conditions. The Company is entering into
that certain Agreement and Plan of Merger, dated as of the date hereof, by and
among the Company, ChannelPoint, Inc. ("BUYER") and Gold Acquisition Corp. (the
"MERGER AGREEMENT") pursuant to which the Company will be acquired by, and
become a direct, wholly-owned subsidiary of, Buyer (the "ACQUISITION"). This
letter (this "AMENDMENT") shall amend the Employment Letter effective as of the
Closing Date (as defined in the Merger Agreement). This Amendment shall be null
and void if the Acquisition is not consummated.
1. Continued Employment. For up to one (1) year following the Closing Date,
you will be employed as the President of the Company pursuant to the terms and
conditions of the Employment Letter, as amended by this Amendment. After such
time you will be employed as a Senior Vice President of Xxxxx also pursuant to
the terms and conditions of the Employment Letter, as amended by this Amendment.
2. Responsibilities and Reporting. For at least one (1) year following the
Closing Date, all decisions with respect to employees of the Company, including
the retention and termination of such employees (other than terminations for
cause), shall be made by you or made with your prior consent (which consent
shall not be unreasonably withheld). For the term of your employment following
the Closing Date, you shall report directly to Xxxxxxx Xxxxxx or the President
or Chief Operating Officer of Buyer.
3. No Constructive Termination. You hereby agree that the Acquisition and
your continued employment pursuant to the Employment Letter, as amended by this
Amendment, does not constitute a Constructive Termination (as defined in the
Employment Letter).
4. Compensation. You shall be paid during your employment with Buyer or the
Company after the Acquisition an annual base salary of $200,000 and you shall
continue to receive employee benefits as are currently in effect for executive
employees
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February 1, 2000
Page 2
of the Company for a period of at least one (1) year following the Closing Date
and benefits as are in effect from time to time for employees of Buyer
thereafter. You shall also be eligible for an annual bonus equal to up to 40% of
your base salary.
5. Stock Options. Subject to the terms of the applicable stock option plan
and an option grant letter, and other terms approved by the Board of Directors
of Buyer, as an inducement for you to enter into this Amendment and in
consideration of your continued employment and in recognition of the fact that
(i) your services and expertise are essential to the success of the business
combination and (ii) your continued employment hereunder may preclude your
pursuit of certain other employment opportunities (including opportunities which
might otherwise have allowed you to earn incentive bonuses and equity awards),
Buyer will grant to you an option to purchase 40,000 shares of common stock,
$.001 par value per share, of Buyer, with one-twenty-fourth (1/24th) of the
shares subject to such option becoming exercisable on the first day of each full
month beginning one (1) year after the Closing Date, until all such shares are
exercisable, subject to your continued employment with Buyer on such dates. The
parties hereto agree that the options granted pursuant to this paragraph 5 shall
count towards the option pool of the Company as it exists prior to the
Acquisition.
6. Transition Team. A transition team, consisting of you, Xxxxxxx Xxxxxx,
Xxxx Xxxx, Xxxx Xxxxxxxx and Xxxxx Xxxxxxx, shall be formed to implement and
monitor the integration of the Company with Buyer's business operations. Xxxxxxx
Xxxxxx shall have the final determination on all unresolvable issues of the
transition team.
7. Employee Policies. You shall be entitled to and shall abide by all
applicable employment and personnel policies in effect from time to time.
8. Amendment to Employment Letter. The Employment Letter is hereby amended
as follows:
(a) paragraph (e) of Section 5 of Part I shall be amended to delete the
reference to Section 3 of Part I;
(b) clause (iii) of paragraph (a) of Section 6 of Part I shall be deleted
in its entirety;
(c) the reference to the number 200 in clause (v) of paragraph (b) of
Section 7 of Part I shall be deleted and replaced with the number "50"; and
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February 1, 2000
Page 3
(d) the following sentence shall be inserted at the end of clause (i) of
paragraph (a) of Section 7 of Part I: "The benefits payable under this clause
(i) shall be in consideration of the your agreements under Section 2 of Part III
of this Agreement."
9. Entire agreement; Miscellaneous. The parties acknowledge and agree that
they are not relying on any representations, oral or written, other than those
expressly contained herein. Except for the provisions of the Employment Letter
not amended by this Amendment, (i) this Amendment supersedes all proposals, oral
or written, all negotiations, conversations or discussions between the parties
and all course of dealing and (ii) all prior understandings and agreements
between the parties regarding employment matters are hereby merged in this
Amendment, which alone is the complete and exclusive statement of their
understanding as to employment. No waiver or modification of this Amendment
shall be valid unless the same shall be in writing and signed by the party
sought to be charged therewith. Time is of the essence in this Amendment and
each and every provision hereof. The parties acknowledge that they each
participated in drafting this Amendment, and there shall be not presumption
against any party on the ground that such party was responsible for preparing
this Amendment or any part hereof. Paragraph headings are for convenience of
reference only and are not intended to create substantive rights or obligations.
This Amendment shall be binding upon and inure to the benefit of Buyer,
the Company and their respective successors and assigns. This Amendment shall
also be enforceable by you and your personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. Buyer, the company or any successor thereto may assign its rights
under this Amendment to any corporation which owns all of the outstanding equity
of Buyer, the Company or any successor thereto.
If the foregoing accurately reflects our mutual understanding, please sign
and return the enclosed copy of this letter, as evidence of our agreement.
Very truly yours,
InsurQuote Systems, Inc.
By: /s/ XXXXX X. XXXXXXX
-----------------------------------
3
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February 1, 2000
Page 4
ChannelPoint, Inc.
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Agreed to this 1st day
of February, 2000.
/s/ XXXXXXX X. XXXXX
----------------------------------
Xxxxxxx X. Xxxxx
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