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EXHIBIT 10.2
TERMINATION OF EMPLOYMENT AGREEMENT
THE PARTIES HERETO, Xx. Xxxxxx Xxxxxxxx ("Xx. Xxxxxxxx") and Telescan,
Inc., a Delaware corporation ("Telescan"), enter into this Termination of
Employment Agreement and Mutual Release ("Termination Agreement") as of the 31st
day of December, 2000, pursuant to the following terms and conditions:
1. On May 4, 2000, Telescan and Xx. Xxxxxxxx entered into an Employment
Agreement ("the Employment Agreement"). Subject to the conditions of this
Termination Agreement, Telescan and Xx. Xxxxxxxx mutually agree to terminate
said Employment Agreement, any addenda or amendments thereto, and any and every
other existing contractual agreement or arrangement between them other than this
Termination Agreement, effective December 31, 2000.
2. It is specifically agreed (a) that Telescan will continue to pay Xx.
Xxxxxxxx compensation and benefits at the current rate through the period ending
April 30, 2001, and (b) that Xx. Xxxxxxxx remains eligible under Telescan's
quarterly officer bonus plan for one third (1/3) of any bonus thereunder for the
quarter ending December 31, 2000.
3. Notwithstanding the foregoing, if on April 30, 2001, Xx. Xxxxxxxx is
neither employed by some other entity or person, nor actively engaged in the
consulting business, Xx. Xxxxxxxx will receive compensation and benefits as
stated above through July 31, 2001 or such earlier time as he is employed or
actively engaged in the consulting business.
4. It is also agreed that Xx. Xxxxxxxx will participate in Telescan
benefits as though he were an active employee of Telescan and that Telescan's
commitment herein to pay Xx. Xxxxxxxx benefits for the agreed time does not
require Telescan to provide Xx. Xxxxxxxx with any benefits not available to all
of Telescan's employees.
5. Xx. Xxxxxxxx agrees that he will immediately 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.
6. Xx. Xxxxxxxx acknowledges that he has had access to confidential
information ("Confidential Information") while employed by Telescan, including
without limitation, information
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concerning the products, customers, pricing, suppliers, methods, processes,
techniques, finances, administration, devices, trade secrets and operations of
Telescan. Xx. Xxxxxxxx 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. Xxxxxxxx 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.
7. Telescan acknowledges that Xx. Xxxxxxxx has specific knowledge of
the Internet and finance industries not related to Telescan and obtained
independently from Telescan including, but not limited to, information
concerning products, companies, pricing and business models, suppliers, methods,
processes, techniques, finances, administrative practices, devices, trade
secrets and operations. Telescan acknowledges that this knowledge and
information are not the property of Telescan and constitute valuable, special
and/or unique assets of Xx. Xxxxxxxx. Telescan understands and agrees that Xx.
Xxxxxxxx has the sole and absolute right, without limitation, to use these
assets for his benefit, including, but not limited to, engaging any business
activity, including competitive business activity, which takes advantage of Xx.
Xxxxxxxx'x knowledge, background, business relationships, property and any other
tangible or intangible assets; provided however that for a period of one (1)
year after December 31, 2000, Xx. Xxxxxxxx agrees that he will not engage in
business activity as an employee of or as a consultant to Stockpoint, Inc. or to
any affiliate of Stockpoint, Inc.
8. For a period of one (1) year after December 31, 2000, Xx. Xxxxxxxx
further agrees not to divert or attempt to divert from Telescan any person
employed by Telescan. Xx. Xxxxxxxx further agrees to not interfere with
Telescan's operations, products, employees, officers or directors. Subject to
the restrictions in paragraph 7 above, Telescan agrees that business activities
by Xx. Xxxxxxxx based on the use of his assets described in paragraph 7 that may
create competition with Telescan's operations or products shall not be construed
to constitute the interference prohibited by this paragraph 8. Telescan further
agrees that business activities with employees, officers or directors of
Telescan independent of Telescan's operations or products do not constitute such
interference, including, but not limited to, business dealings between Xx.
Xxxxxxxx and companies owned and/or
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operated by any such employees, officers or directors or with companies which
hold investment interests in Telescan. Subject to paragraph 7, nothing in this
paragraph 8 shall be interpreted to constrain Xx. Xxxxxxxx from having full
freedom to engage in productive business activities for his benefit.
9. Xx. Xxxxxxxx understands and agrees that 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.
10. Telescan understands and agrees that this Agreement is not and
shall not be deemed or construed to be an admission by Xx. Xxxxxxxx of any
wrongdoing of any kind or of any breach of any contract, obligation, policy, or
procedure of any kind or nature.
11. On May 4, 2000, Xx. Xxxxxxxx was granted options to purchase 15,000
shares of the common stock of Telescan at a strike price of $10.00 per share.
All options held by Xx. Xxxxxxxx pursuant to the May 4, 2000 grant will expire
on December 31, 2001.
12. On August 11, 2000, Xx. Xxxxxxxx was granted options to purchase
4,823 shares of the common stock of Telescan at a strike price of $5.00 per
share. All options held by Xx. Xxxxxxxx pursuant to the August 11, 2000 grant
will expire on December 31, 2001.
13. The parties hereto agree that except as set forth in paragraphs 1
through 12 above, all obligations of the parties as set forth in the Employment
Agreement and any other contractual arrangement between them are hereby
extinguished.
14. In consideration of the mutual obligations set forth in this
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.
15. This 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. Xxxxxxxx has carefully read and fully
understands all of the terms of this Agreement. Xx. Xxxxxxxx agrees that this
Agreement
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sets forth the entire agreement between him and Telescan. Xx. Xxxxxxxx
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.
16. This Agreement, and any dispute arising under this 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 parties
hereby consent to jurisdiction and venue for any litigation arising under this
Agreement in the federal and state courts in Xxxxxx County, Texas.
17. This Termination Agreement shall be binding on and inure to the
benefit of each party's respective administrators, executors, personal
representatives, successors and assigns.
XX. XXXXXX XXXXXXXX TELESCAN, INC.
By: /s/ XXXXXX XXXXXXXX By: /s/ XXXXX X. XXXXXXXXX
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Title: Senior Vice President
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Date: January 30, 2001 Date: February 7, 2001
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