1
EXHIBIT 99.6
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Employment Agreement") is entered into
as of the day of March, 1998 between Xxxxx Xxxxxxx (the "Employee") and
American Business Information, Inc., a Delaware corporation (the "Company").
The Company wishes to employ the Employee as General Manager of the
Armonk List Companies Corp. ("Armonk") on the terms set forth in this
Employment Agreement, and the Employee wishes to accept such employment on such
terms.
THEREFORE, in consideration of the mutual promises set forth herein,
it is mutually agreed between the parties as follows:
Section 1. EMPLOYMENT AND TERM. The Company hereby employs the
Employee and the Employee hereby accepts employment as General Manager of
Armonk on the terms of this Employment Agreement, commencing as of [March ],
1998, and continuing until June 30, 1998, unless terminated earlier in
accordance with the provisions of Section 5 hereof or extended by mutual
agreement of the parties.
Section 2. DUTIES AND AUTHORITY. The Employee's duties shall be as
determined by the Co-Presidents of Armonk consistent with the Employee's title
described above; provided, that such duties and responsibilities shall not be
greater than those currently being performed by the Employee with the Xxxxxx
Xxxx Companies and shall be conducted in Armonk's principal executive offices
in Greenwich, Connecticut. The Employee will report to the Co-Presidents of
Armonk. The Employee will engage in such business travel related to Armonk's
business as is reasonably necessary to perform the functions and duties and
carry out the responsibilities of the position of General Manager of Armonk in
the same manner as those duties and responsibilities are currently performed by
the Employee. The Employee will devote three business days per week to the
business and affairs of Armonk and the performance of her duties as General
Manager.
Section 3. COMPENSATION.
(a) Base Salary. The Employee will receive a base salary
during the term of this Employment Agreement of $40,000 ("Base
Salary"), which shall be payable in approximately equal monthly
installments.
(b) Bonus. The Employee shall receive a bonus for the
year 1998 in the amount of $20,000 payable upon the termination of
this Employment Agreement.
(c) Additional Benefits. The Employee will also receive
such additional employee benefits as the Company may from time to time
make available to its executive officers, including paid vacations, a
carryforward of accrued vacation time, pension benefits, qualified
profit-sharing plans, employee group health and life insurance and
disability insurance.
(d) Withholdings. All payments made to the Employee
pursuant to this Employment Agreement shall be reduced by all required
federal, state and local
2
withholdings for taxes and similar charges and by all contributions or
payments required to be made by the Employee in connection with any
employee benefit plan maintained by Armonk.
(e) Severance Payment. The Employee shall be paid a
severance bonus in the amount of $50,000 at the termination of this
Employment Agreement.
Section 4. REIMBURSEMENT FOR EXPENSES. The Employee is expected to
incur certain expenses on behalf of Armonk for travel, promotion, telephone,
entertainment and similar items. Armonk will reimburse the Employee for all
ordinary, necessary and reasonable amounts of such expenses incurred by the
Employee, which amounts shall be payable promptly upon receipt of reasonable
written documentation signed by the Employee itemizing such expenses.
Section 5. EARLY TERMINATION OF TERM; SEVERANCE PAYMENT. This
Employment Agreement shall terminate for "cause" prior to the date of
termination set forth in Section 1 above upon the first to occur of:
(a) the determination by the Board of Directors in its
discretion reasonably applied that the Employee has become disabled,
other than by reason of pregnancy, and shall not be able to continue
her service to Armonk;
(b) the Employee's death; or
(c) the Employment Agreement is terminated by the Company
by reason of the Employee's continuing willful neglect of her duties
under this Employment Agreement, including substantial and continuing
willful refusal of Employee to perform the duties required of her
hereunder and excluding failure to perform such duties due to her
pregnancy, the theft or misappropriation of the Company's assets by
the Employee, fraud of the Employee under the Company or the
conviction of Employee of a criminal act involving fraud, dishonesty
or moral turpitude relating to or materially adversely affecting the
business of the Company or Armonk other than minor traffic violations.
This Employment Agreement will not be terminated for any
reason other than "cause." After any termination, the Confidentiality
and Noncompete Agreement shall remain in effect.
Section 6. RESTRICTIVE COVENANT. The Employee shall execute,
concurrently with this Employment Agreement, a Confidentiality and Noncompete
Agreement in the form attached hereto as Exhibit A.
Section 7. AMENDMENTS. No change, modification, waiver, discharge,
amendment or addition to this Employment Agreement shall be binding unless it
is in writing and signed by the Company and the Employee.
Section 8. ENTIRE AGREEMENT. This Employment Agreement contains the
entire understanding and agreement between the Company and the Employee and
supersedes any prior agreements between them pertaining to the Employee's
employment with the Company. There are no representations, warranties,
promises, covenants or understandings between the Company
2
3
and the Employee with respect to such employment other than those expressly set
forth in this Employment Agreement.
Section 9. GOVERNING LAW. This Employment Agreement shall be
governed by the substantive laws of the State of Nebraska.
Section 10. NONASSIGNABILITY; SUCCESSORS. The obligations of the
Employee under this Employment Agreement are not assignable by her. Except as
provided in the immediately preceding sentence, this Employment Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
successors.
Section 11. NOTICES. Any notice required to be given in writing by
any party to this Employment Agreement may be personally delivered or mailed by
registered or certified mail to the last known address of the party to be
notified. Any such notice personally delivered shall be effective upon
delivery and any such notice mailed shall be effective four business days after
the date of mailing, by registered or certified mail with postage prepaid to
the last known address of the party to be notified.
Section 12. SEVERABILITY. The invalidity or unenforceability of any
particular provision of this Employment Agreement shall not affect the other
provisions of this Employment Agreement, and this Employment Agreement shall be
construed in all respects as if such invalid or unenforceable provision were
omitted.
Section 13. HEADINGS. The section and other headings contained in
this Employment Agreement are for reference purposes only and shall not affect
the interpretation of this Employment Agreement.
Section 14. CONSTRUCTION. Whenever required by the context,
references to the singular shall include the plural, and the masculine gender
shall include the feminine gender.
Section 15. RESIDENCE. The parties mutually agree that Employee may
retain her residence in Fairfield County, Connecticut or Westchester County,
New York during the term of this Employment Agreement even if the principal
executive offices of Armonk are relocated to a location more than 25 miles from
Greenwich, Connecticut, so long as Employee takes such actions as are
reasonably necessary to complete her responsibility as set forth in this
Employment Agreement.
IN WITNESS WHEREOF, the Company has caused this Employment Agreement
to be executed on its behalf and the Employee has signed her name hereto,
effective as of the date first written above.
AMERICAN BUSINESS INFORMATION,
INC., a Delaware corporation
By
-------------------------------
Printed Name
---------------------
Its
------------------------------
---------------------------------
Xxxxx Xxxxxxx, Employee
3
4
EXHIBIT A
CONFIDENTIALITY AND NONCOMPETE AGREEMENT
American Business Information, Inc., a Delaware corporation (the
"Company"),
and Xxxxx Xxxxxxx ("Employee") agree as follows:
1. In consideration of the Company employing Employee as set
forth in that certain Employment Agreement (the "Agreement") of even date
hereto executed by and among the Company and Employee, Employee hereby agrees
to adhere to the following terms and conditions:
Employee expressly covenants and agrees that at no time during the
effective time of the Agreement and for a period of two years after
termination of the Agreement will she for herself or on behalf of any
other person, partnership, firm, association or corporation in any
territory in which the Company presently has an active business or
gives written notice to Employee that it has established an active
business (1) open or operate a business which would be a competitor of
the business being acquired by the Company pursuant to the Stock
Purchase Agreement (the "Business"), (2) act as an employee, agent,
advisor or consultant of any then existing competitor of the Business
in a manner relevant to competition with the Business, (3) solicit or
accept business relating to competition with the Business from any of
the Company's competitors in a manner relevant to competition with the
Business, unless authorized by the Company, (4) divert any business
from the Company by influencing or attempting to influence any present
customers or the Company or (5) attempt to attract any supplier away
from the Company or use its information regarding the Company's
suppliers in any way which would detrimentally affect the Company.
2. By signing this agreement, Employee expressly acknowledges
that the territorial limitations, duration and scope of this agreement are fair
and reasonable. This Noncompete Agreement shall survive the termination of the
Agreement.
3. Employee hereby covenants and agrees that during the time of
the Agreement and for a period of two years after its termination that she
shall not disclose any Confidential Information (as hereinafter defined) and
(i) shall not permit any third party access to the Confidential Information,
(ii) shall use the same degree of care to protect the Confidential Information
as the Company uses to protect its confidential information, and (iii) shall
take any other actions that are reasonable, necessary or appropriate to ensure
the continued confidentiality and protection of the Confidential Information.
The foregoing confidentiality obligation shall not apply to information that
(i) is or becomes part of the public domain other than as a result of a breach
of this agreement, or (ii) is required to be disclosed by law or regulation or
pursuant to an order by any court or tribunal of competent jurisdiction.
"Confidential Information" shall be defined as customer lists, trade secrets,
business plans, financial reports and any other information, in each case
relating to the Business, which would be detrimental to the Company if
disclosed to competitors or to any other third party.
4. In consideration of the Employee entering into this Agreement
and performing her duties and obligations hereunder, the Company agrees to pay
the Employee $50,000 per year for each year that this Agreement remains in
effect and during which the Employee has not breached the terms of this
Agreement, which amount will be payable in approximately equal quarterly
installments.
5
4. Employee further agrees that the Company shall be entitled to
maintain proceedings in any court of competent jurisdiction, either at law or
in equity, for any breach of this agreement by Employee to enforce the specific
performance of this agreement and/or to obtain damages for any breach thereof,
and without regard to any or all remedies sought by the Company.
5. This agreement supersedes any prior agreement between the
Employee and the Company pertaining to the subject hereof. In the event that
any portion of this agreement is declared invalid or illegal by final judgment
of any court of competent jurisdiction, the remainder of this agreement shall
remain in full force and effect, notwithstanding the invalidity or illegality
of the other portion.
6. This agreement shall be governed by the laws of the State of
Nebraska.
7. This agreement may be executed in duplicate counterparts, each
of which shall be deemed to be an original, and all of which shall constitute
one in the same agreement.
A-2
6
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed as of the day of , 1998.
AMERICAN BUSINESS INFORMATION,
INC., a Delaware corporation
By
-------------------------------
Printed Name
---------------------
Its
------------------------------
---------------------------------
Xxxxx Xxxxxxx, Employee
A-3
