1
EXHIBIT 10.9
[INSURQUOTE LETTERHEAD]
February 10, 1998
PERSONAL & CONFIDENTIAL
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxx 0000 Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
Dear Xxxx:
This letter will confirm our agreement ("Agreement") with respect to your
employment as Chief Executive Officer and Chief Technology Officer 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 Chief Executive Officer and Chief Technology Officer
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
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Page 2
organization or any trade association, so long as such activities do not
interfere with your 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 $150,000
($12,500 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
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Page 3
reimbursement of reasonable out-of-pocket expenses incurred prior to such date)
in the event that:
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 $300,000 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.
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Page 4
(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.
(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's then outstanding voting securities;
or
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Page 5
(ii) the "Continuing Directors", cease for any reason to
constitute a majority of the Board of InsurQuote Systems,
Inc. For purposes of 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 $300,000 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 on the last day of
employment, or on such other date as we mutually agree in
writing.
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Page 6
(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 I, 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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Page 7
(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's 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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February 10, 1998
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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Page 11
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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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: Xxxxx X. Xxxxxxx
0000 Xxxxx 0000 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 enforceable
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 party 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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Page 13
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/ XXXXXXX X. XXXXX
--------------------------
President
--------------------------
I hereby acknowledge that I have read, understand and agree to the terms and
conditions stated above:
/s/ XXXXX X. XXXXXXX
--------------------------
Date: 2/10/98
---------------------
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[GOLD LETTERHEAD]
February 1, 2000
Xx. Xxxxx X. Xxxxxxx
0000 Xxxxx 0000 Xxxx
Xxxxxxxx Xxxxx, Xxxx 00000
Re: Employment
Dear Xx. Xxxxxxx:
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. From and after the Closing Date, you will be
employed as a Senior Vice President of Buyer pursuant to the terms and
conditions of the Employment Letter, as amended by this Amendment. For at least
ninety (90) days following the Closing Date you shall report directly to Xxxxxxx
Xxxxxx or the President or Chief Operating Officer of Buyer.
2. 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).
3. Compensation. You shall be paid during your employment with Buyer
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
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.
4. 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
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February 1, 2000
Page 2
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 (1/24(th)) 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 4 shall count towards the
option pool of the Company as it exists prior to the Acquisition.
5. Transition Team. A transition team, consisting of you, Xxxxxxx
Xxxxxx, Xxxx Xxxx, Xxxx Xxxxxxxx and Xxxxxxx Xxxxx, 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.
6. Employee Policies. You shall be entitled to and shall abide by all
applicable employment and personnel policies in effect from time to time.
7. 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
(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."
8. 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
2
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February 1, 2000
Page 3
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/ XXXXXXX X. XXXXX
----------------------------------
ChannelPoint, Inc.
By: /s/ XXXXXXX X. XXXXXX
----------------------------------
3
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Page 4
Agreed to this 1st day
of February, 2000.
/s/ XXXXX X. XXXXXXX
-------------------------------
Xxxxx X. Xxxxxxx
4
