EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (the “Agreement”) is made as of this 25th day of January,
2006, by and between Intersections Inc., a Delaware corporation, with offices at 00000
Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the “Corporation”) and Xxxx X. Xxxxx, an
individual, residing at 0000 Xxx Xxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx 00000 (the
“Executive”).
W
I T N E S S E T H:
WHEREAS, the
Corporation desires to employ the Executive and the Executive desires to accept such
employment upon the terms and conditions contained in this Agreement;
NOW,
THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Employment. The Corporation hereby
employs the Executive, and the Executive hereby accepts employment, as the
Executive Vice President and Chief Financial Officer of the Corporation under
the terms and conditions set forth herein.
2.
Term. This Agreement and the
Executive’s employment are for an indefinite term. Therefore, the Executive
is employed on an at-will basis and either the Executive or the Corporation may
terminate his employment at any time and for any reason, with or without
“cause” including, without limitation, as defined in paragraph 6.c.;
provided, however, other than in the case of termination by the
Corporation for “cause” as defined in paragraph 6.c. or due to the
Executive’s death as set forth in paragraph 6.a., both the Corporation and
the Executive shall give the other 60 days’ prior written notice of
termination. Notwithstanding the foregoing, the Corporation may, at its option,
provide up to 60 days’ full pay and benefits in lieu of such 60 days’
notice or any portion thereof.
3. Duties.
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a. While the Executive is employed pursuant to
this Agreement, he shall perform such duties and discharge such responsibilities
as the Board of Directors of the Corporation shall from time to time direct,
which duties and responsibilities shall be commensurate with the
Executive’s position. The Executive shall comply fully with all applicable
laws, rules and regulations as well as with the Corporation’s policies and
procedures. The Executive shall devote his entire working time to the business
of the Corporation and shall use his best efforts, skills and abilities in his
diligent and faithful performance of his duties and responsibilities hereunder.
While the Executive is employed pursuant to this Agreement, he shall not engage
in any other business activities or hold any office or position, regardless of
whether any such activity, office or position is pursued for profit or other
pecuniary advantage, without the prior written consent of the Corporation;
provided, however, the Executive may engage in (i) personal
investment activities for himself and his family and (ii) charitable and
civic activities, so long as such outside interests set forth in subsections (i)
and (ii) hereof do not interfere with the performance of his duties and
responsibilities hereunder. Within ninety (90) days of the commencement of the
Executive’s employment with the Corporation and during such time as the
Executive may be employed by the Corporation thereafter, the Executive shall
maintain his full-time residence within a fifty (50)-mile radius of the
Corporation’s headquarters in Chantilly, Virginia. The Executive is
expected to perform his duties and responsibilities under this Agreement at the
Corporation’s headquarters from Monday through Friday on a regular basis,
without regard to the status of his full-time residence. |
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b. The Board of Directors of the Corporation
reserves the right from time to time to assign to the Executive additional
duties and responsibilities and to delegate to other employees of the
Corporation duties and responsibilities normally discharged by the Executive.
All such assignments and delegations of duties and responsibilities shall be
made in good faith and shall not materially affect the general character of the
work to be performed by the Executive. The Executive shall hold such
officerships and directorships in the Corporation and any subsidiary to which,
from time to time, the Executive may be appointed or elected. |
4. Compensation and Related Matters. As
full compensation for the Executive’s performance of his duties and
responsibilities during his employment pursuant to this Agreement, the
Corporation shall pay the Executive the compensation and provide the benefits
set forth below:
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a. Base Salary. The Corporation shall pay
the Executive an annual salary (the “Base Salary”) of $265,000 less
applicable withholding and other deductions, payable in accordance with the
Corporation’s then current payroll practices. The Base Salary will be
reviewed at least annually by the Corporation’s Board of Directors and may
be increased, but not decreased, in its sole discretion, in which event any
increased Base Salary shall be deemed the Base Salary under this Agreement.
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b. Bonus. The Executive shall be entitled
to participate in any bonus (each a “Bonus”) plan adopted by the
Corporation, or any subsidiary, which may be in effect at any time during the
Executive’s employment by the Corporation, including, without limitation,
any bonus plan adopted for officers, or for senior or executive officers, of the
Corporation. The Executive’s participation in any Bonus plan shall be
subject to the plan conditions adopted by the Board of Directors or its
Compensation Committee. |
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(i)
The Executive shall be entitled to participate
in, and receive benefits from, any insurance, medical, dental, disability,
incentive compensation, stock option or other employee benefit plan, if any are
adopted, of the Corporation or any subsidiary which may be in effect at any time
during the Executive’s employment by the Corporation. Without limiting the
generality of the foregoing, the Executive shall be entitled to participate in,
and receive, an equity-based compensation award for 2006 commensurate with the
equity-based compensation awards granted for 2006 to the other executives at the
Executive Vice President level, currently the Chief Legal Officer and the
Executive Vice President for Strategic Initiatives, subject to plan conditions
adopted by the Board of Directors or its Compensation Committee.
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(ii)
In addition to the benefits provided under
paragraph 4.c(i) above, the Corporation shall pay for any medical or dental
costs incurred by the Executive, or his dependents covered by the
Corporation’s group medical and dental insurance, to the extent not paid by
the Corporation’s group medical or dental insurance, including, without
limitation, deductibles, provided such payment in any calendar year does not
exceed an amount equal to 5% of the Executive’s Base Salary in that
calendar year. In addition, the Corporation shall pay for one comprehensive
physical examination of the Executive in each calendar year, together with such
diagnostic or other tests that are part of such examination. The Corporation may
provide the benefits under this paragraph 4.c(ii) either by purchasing
additional insurance or by making direct payments to the Executive or his
medical provider, as determined by the Corporation in its sole discretion. As a
condition of payment, the Executive must submit bills or other documents
satisfactory to the Corporation or its insurance provider. |
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d. Leave. The Executive shall be eligible
to receive and take paid leave that the Corporation generally makes available to
its senior officers in accordance with the Corporation’s leave policies (as
may be revised from time to time). |
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e. Car Allowance. The Corporation shall
provide the Executive with an annual car allowance (the “Car
Allowance”), which shall be applied to the purchase or lease of a vehicle.
The Car Allowance shall equal 4% of the Executive’s Base Salary, less
applicable withholding and other deductions, and shall be divided into equal
payments and paid on the same basis as the Corporation’s payroll. The
Executive shall be responsible for the maintenance and operation of the vehicle
and the costs associated with the same, including, without limitation,
insurance. |
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f. Relocation Benefits. The Executive shall
relocate his full-time residence to within fifty (50) miles of the
Corporation’s headquarters in Chantilly, Virginia. To facilitate such
relocation, the Corporation shall provide the following relocation benefits to
the Executive until the earlier of the completion of the Executive’s
relocation or ninety (90) days from the commencement of his employment:
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(i)
The Corporation shall reimburse the reasonable
cost of one round-trip, coach class airline ticket for the Executive to travel
between his current residence and the Corporation’s headquarters, one time
each work week, provided that such airline ticket is purchased through the
Corporation and in accordance with its policies and practices with respect to
business travel, as then in effect. |
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(ii)
The Corporation shall reimburse the reasonable
cost for the Executive for housing near the Corporation’s headquarters from
Sunday night through Thursday night, provided that the reservations are made
through the Corporation and in accordance with its policies and practices with
respect to business travel, as then in effect. |
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(iii)
The Corporation shall reimburse the Executive for
the reasonable cost of dinner from Monday through Thursday and for the cost of
breakfast from Monday through Friday, upon presentation of appropriate
documentation and in accordance with the Corporation’s policies and
practices with respect to the reimbursement of expenses, as then in effect.
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(iv)
No more than five (5) business days after
execution of this Agreement by the parties, the Corporation shall pay the
Executive the sum of $40,000 to be used for payment of expenses for the
relocation of the Executive and his household from his current full-time
residence in Alpharetta, Georgia to a new full-time residence within fifty (50)
miles of the Corporation’s Chantilly, Virginia headquarters.
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5. Expenses. The Corporation or its
subsidiaries shall reimburse the Executive for expenses which the Executive may
from time to time reasonably incur on behalf of and at the request of the
Corporation in the performance of his responsibilities and duties under this
Agreement, provided that the Executive shall be required to account to the
Corporation for such expenses in the manner prescribed by the Corporation.
6. Termination. This Agreement and the
Executive’s employment shall terminate:
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a. immediately upon the Executive’s death; or
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b. upon the Executive being unable to perform his
duties and responsibilities hereunder due to his disability (as defined below).
For purposes of this Agreement, the term “disability” shall mean that
the Executive has been unable to perform the duties and responsibilities
required of him hereunder due to a physical and/or mental condition for a period
of 90 consecutive days or 180 non-consecutive days during any 12-month period.
During such period of disability, the Executive shall continue to receive the
Base Salary (less any Corporation-paid benefits that he receives, such as short
term disability or workers compensation, during such period); or
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c. upon the existence of cause. For purposes of
this Agreement, “cause” shall mean that the Executive: (i) has been
convicted of, or entered a plea of nolo contendre to, a misdemeanor involving
moral turpitude or any felony under the laws of the United States or any state
or political subdivision thereof; (ii) has committed an act constituting a
breach of fiduciary duty, fraud, gross negligence or willful misconduct; (iii)
has engaged in conduct that violated the Corporation’s then existing
internal policies or procedures and which is materially detrimental to the
business, reputation, character or standing of the Corporation or any of its
subsidiaries; or (iv) after written notice to the Executive and a
reasonable opportunity of at least 30 days to cure, the Executive shall continue
(x) to be in material breach of the terms of this Agreement; (y) to
fail or refuse to attend to the material duties and responsibilities assigned to
him by the Corporation’s Board of Directors hereunder; or (z) to be
absent excessively for reasons unrelated to disability; or |
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d. upon the existence of “good reason”.
For purposes of this Agreement, the following shall constitute “good
reason”: Upon written notice setting forth the alleged good reason by
Executive to the Corporation, and the expiration of a 30-day cure period, there
continues to be: (i) a reduction in the Executive’s Base Salary and/or in
the aggregate benefits provided for hereunder; (ii) the relocation of the
Executive’s office to a location outside of a 30-mile radius from the
Corporation’s present Chantilly, Virginia location; (iii) a material
breach by the Corporation of the terms of this Agreement; or (iv) the
failure by the Corporation to obtain an agreement from any successor to the
Corporation to assure that such successor guarantees the Corporation’s
performance of this Agreement or assumes and undertakes to perform the
Corporation’s obligations hereunder; provided, however, in
the event of a “change in control” as defined in paragraph 6.e.
hereof, then the Corporation shall cease to have a 30-day period within which to
cure the alleged good reason. |
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e. for the purposes of this Agreement, the term
“change in control” shall mean that: |
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(i)
any “person or “group” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), other than the Corporation,
any existing director or officer of the Corporation, any trustee or other
fiduciary holding securities under an employee benefit plan of the Corporation,
or any corporation owned, directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their ownership of stock of
the Corporation, becomes the “beneficial owner” (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities
of the Corporation representing 30% or more of the Common Stock of the
Corporation; or |
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(ii)
the stockholders of the Corporation approve a
merger or consolidation of the Corporation with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting power of the voting
securities of the Corporation or such surviving entity outstanding immediately
after such merger or consolidation; or |
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(iii)
the stockholders of the Corporation approve an
agreement for the sale or disposition by the Corporation of all or substantially
all of the Corporation’s assets. |
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f. If the Executive’s employment is
terminated by: (a) the Corporation pursuant to paragraph 6.a., b. or c., or (b)
the Executive other than pursuant to paragraph 6.d., then, unless the parties
otherwise mutually agree, in full satisfaction of the Corporation’s
obligations under this Agreement the Executive, his beneficiaries or estate, as
appropriate, shall be entitled to receive (i) the Base Salary provided for
herein up to and including the effective date of termination, prorated on a
daily basis; provided, however, in the event of termination due to
the Executive’s death or disability as provided in paragraph 6.a. and b.,
respectively, then his Base Salary shall continue to be paid up to the end of
the month in which the death or termination due to disability occurs;
(ii) any Bonus due at the time of termination under a then current Bonus
plan; (iii) medical benefit continuation at the Executive’s and/or his
dependent’s expense as provided by law; provided, however, in
the event of termination due to the Executive’s death or disability as
provided in paragraph 6.a. and b., respectively, then the Corporation will pay
the cost of the Executive’s medical benefit continuation for Executive and
any covered dependents for up to 18 months or until the Executive and/or his
covered dependents are covered by another company’s group health insurance,
whichever is sooner; and (iv) benefits, if any, payable upon the
Executive’s death or disability, respectively. |
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g. If the Executive’s employment is
terminated by: (a) the Corporation other than pursuant to paragraph 6.a., b. or
c. or (b) the Executive pursuant to paragraph 6.d., then, unless the parties
otherwise mutually agree, in full satisfaction of the Corporation’s
obligations under this Agreement the Executive, his beneficiaries or estate, as
appropriate, shall be entitled to receive: (i) the Base Salary provided for
herein up to and including the effective date of termination, prorated on a
daily basis; (ii) any Bonus due at the time of termination under a then
current Bonus plan; (iii) severance in an amount equal to the total cash
compensation (Base Salary and Bonus) that the Executive has received (whether or
not pursuant to this Agreement) during the prior 18-month period, or the prior
30-month period if the Executive’s employment is terminated twelve months
or less after a change in control, in exchange for a general release in form and
content satisfactory to the Corporation to be paid in one payment upon such
release becoming effective; and (iv) medical benefit continuation at the
Executive’s and/or his dependent’s expense as provided by law;
provided, however, as additional consideration for the general
release set forth in paragraph 6.g. (iii), the Corporation will pay the cost of
the Executive’s medical benefit continuation pursuant to paragraphs 4.c(i)
and 4.c(ii) for the Executive and any covered dependents for up to 18 months or
until the Executive and/or his covered dependents are covered by another
company’s group health insurance, whichever is sooner. In the event the
Executive has been employed by the Corporation for less than 18 months at the
time of termination under this paragraph, or 30 months if the Executive’s
employment was terminated twelve months or less after a change in control, the
amount of the severance under this paragraph 6.g shall be computed as follows,
with “X” representing the amount of severance: |
Actual Total Cash Compensation (Base Salary and Bonus) = X
Number of Days Employed
Y
The
denominator “Y” in the equation above equals 540, or 900 if the
Executive’s employment was terminated twelve months or less after a change
in control. This means, for example, if the Executive’s Total Cash
Compensation were $150,000 and he worked for the Corporation for 270 days, then
“X” would equal, and he would receive severance in the amount of,
$300,000, or $500,000 if the Executive’s employment was terminated twelve
months or less after a change in control.
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h. The Executive hereby acknowledges that he is
employed by the Corporation for an indefinite term and nothing in this
Agreement, including, without limitation, this paragraph 6, changes the at-will
nature of his employment. |
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Confidential and Proprietary Information; Work Product; Warranty;
Non-Competition; Non-Solicitation.
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a. Confidentiality. The Executive
acknowledges and agrees that there are certain trade secrets and confidential
and proprietary information (collectively, “Confidential Information”)
which have been developed by the Corporation and which are used by the
Corporation in its business. Confidential Information shall include, without
limitation: (i) customer lists and supplier lists; (ii) the details of the
Corporation’s relationships with its customers, including, without
limitation, the financial relationship with a customer, knowledge of the
internal “politics”/workings of a customer organization, a
customer’s technical needs and job specifications, knowledge of a
customer’s strategic plans and the identities of contact persons within a
customer’s organization; (iii) the Corporation’s marketing and
development plans, business plans; and (iv) other information proprietary
to the Corporation’s business. The Executive shall not, at any time during
or after his employment hereunder, use or disclose such Confidential
Information, except to authorized representatives of the Corporation or the
customer or as required in the performance of his duties and responsibilities
hereunder. The Executive shall return all customer and/or Corporation property,
such as computers, software and cell phones, and documents (and any copies
including, without limitation, in machine or human-readable form), to the
Corporation when his employment terminates. The Executive shall not be required
to keep confidential any information, which (x) is or becomes publicly
available through no fault of the Executive or (y) is already in his
possession (unless obtained from the Corporation or one of its customers).
Further, the Executive shall be free to use and employ his general skills,
know-how and expertise, and to use, disclose and employ any generalized ideas,
concepts, know-how, methods, techniques or skills, including, without
limitation, those gained or learned during the course of the performance of his
duties and responsibilities hereunder, so long as he applies such information
without disclosure or use of any Confidential Information. |
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b. Work Product. The Executive agrees that
all copyrights, patents, trade secrets or other intellectual property rights
associated with any ideas, concepts, techniques, inventions, processes, or works
of authorship developed or created by him during his employment by the
Corporation and for a period of 6 months thereafter, that (i) relate,
whether directly or indirectly, to the Corporation’s actual or anticipated
business, research or development or (ii) are suggested by or as a result
of any work performed by the Executive on the Corporation’s behalf, shall,
to the extent possible, be considered works made for hire within the meaning of
the Copyright Act (17 U.S.C. § 101 et. seq.) (the “Work
Product”). All Work Product shall be and remain the property of the
Corporation. To the extent that any such Work Product may not, under applicable
law, be considered works made for hire, the Executive hereby grants, transfers,
assigns, conveys and relinquishes, and agrees to grant, transfer, assign, convey
and relinquish from time to time, on an exclusive basis, all of his right, title
and interest in and to the Work Product to the Corporation in perpetuity or for
the longest period otherwise permitted by law. Consistent with his recognition
of the Corporation’s absolute ownership of all Work Product, the Executive
agrees that he shall (i) not use any Work Product for the benefit of any
party other than the Corporation and (ii) perform such acts and execute such
documents and instruments as the Corporation may now or hereafter deem
reasonably necessary or desirable to evidence the transfer of absolute ownership
of all Work Product to the Corporation; provided, however, if
following 10 days’ written notice from the Corporation, the Executive
refuses, or is unable, due to disability, incapacity, or death, to execute such
documents relating to the Work Product, he hereby appoints any of the
Corporation’s officers as his attorney-in-fact to execute such documents on
his behalf. This agency is coupled with an interest and is irrevocable without
the Corporation’s prior written consent. |
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c. Warranty. The Executive represents and
warrants to the Corporation that (i) there are no claims that would
adversely affect his ability to assign all right, title and interest in and to
the Work Product to the Corporation; (ii) the Work Product does not violate
any patent, copyright or other proprietary right of any third party;
(iii) the Executive has the legal right to grant the Corporation the
assignment of his interest in the Work Product as set forth in this Agreement;
and (iv) he has not brought and will not bring to his employment hereunder, or
use in connection with such employment, any trade secret, confidential or
proprietary information, or computer software, except for software that he has a
right to use for the purpose for which it shall be used, in his employment
hereunder. |
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d. Non-Competition; Non Solicitation. The
Executive agrees that during his employment by the Corporation and for 18 months
thereafter, regardless of the circumstances which result in his termination, he
shall not within the continental United States (i) engage or attempt to engage,
directly or indirectly, whether as an employee, officer, director, consultant or
otherwise, in any business activity which is the same as, substantially similar
to or directly competitive with the Corporation; (ii) solicit or attempt to
solicit, directly or indirectly, whether as an employee, officer, director,
consultant or otherwise, any person or entity which is then a customer of the
Corporation or has been a customer or solicited by the Corporation in the
preceding 18-month period, to purchase products or services directly competitive
with those sold or provided by the Corporation from any entity other than the
Corporation; (iii) solicit for employment, engage and/or hire, whether
directly or indirectly, any individual who is then employed by the Corporation
or engaged by the Corporation as an independent subcontractor or consultant;
and/or (iv) encourage or induce, whether directly or indirectly, any
individual who is then employed by the Corporation or engaged by the Corporation
as an independent contractor or consultant to end his/her business relationship
with the Corporation; provided, however, nothing in this paragraph
7.d. shall prevent the Executive from owning, solely as an investment, up to 5%
of the securities of any publicly-traded company. |
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e. Cooperation. The Executive agrees, upon
reasonable notice, to cooperate fully with the Corporation and its legal counsel
on any matters relating to the conduct of any litigation, claim, suit,
investigation or proceeding involving the Corporation in connection with any
facts or circumstances occurring during the Executive’s employment with the
Corporation in which the Corporation reasonably determines that the
Executive’s cooperation is necessary or appropriate. |
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f. Injunctive Relief; Remedy. The Executive
acknowledges that a breach or threatened breach of any of the terms set forth in
this paragraph 7 shall result in an irreparable and continuing harm to the
Corporation for which there shall be no adequate remedy at law. The Corporation
shall, without posting a bond, be entitled to seek injunctive and other
equitable relief, in addition to any other remedies available to the
Corporation. All expenses, including, without limitation, attorney’s fees
and expenses incurred in connection with any legal proceeding arising as a
result of a breach or threatened breach of paragraph 7 of this Agreement shall
be borne by the losing party to the fullest extent permitted by law and the
losing party hereby agrees to indemnify and hold the other party harmless from
and against all such expenses. |
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g. Essential and Independent Agreements. It
is understood by the parties hereto that the Executive’s obligations and
the restrictions and remedies set forth in this paragraph 7 are essential
elements of this Agreement and that but for his agreement to comply with and/or
agree to such obligations, restrictions and remedies, the Corporation would not
have entered into this Agreement or employed (or continued to employ) him. The
Executive’s obligations and the restrictions and remedies set forth in this
paragraph 7 are independent agreements and the existence of any claim or claims
by him against the Corporation under this Agreement or otherwise will not excuse
his breach of any of his obligations or affect the restrictions and remedies set
forth under this paragraph 7. |
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h. Survival of Terms; Representations. The
Executive’s obligations under this paragraph 7 hereof shall remain in full
force and effect notwithstanding the termination of his employment. He
acknowledges that he is sophisticated in business, and that the restrictions and
remedies set forth in this paragraph 7 do not create an undue hardship on him
and will not prevent him from earning a livelihood. He further acknowledges that
he has had a sufficient period of time within which to review this Agreement,
including, without limitation, this paragraph 7, with an attorney of his choice
and he has done so to the extent he desired. The Executive and the Corporation
agree that the restrictions and remedies contained in this paragraph 7 are
reasonable and necessary to protect the Corporation’s legitimate business
interests regardless of the reason for or circumstances giving rise to such
termination and that he and the Corporation intend that such restrictions and
remedies shall be enforceable to the fullest extent permissible by law. The
Executive agrees that given the scope of the Corporation’s business and the
sophistication of the information highway, any further geographic limitation on
such remedies and restrictions would deny the Corporation the protection to
which it is entitled hereunder. If it shall be found by a court of competent
jurisdiction that any such restriction or remedy is unenforceable but would be
enforceable if some part thereof were deleted or modified, then such restriction
or remedy shall apply with such modification as shall be necessary to make it
enforceable to the fullest extent permissible under law. |
8. Successors. This Agreement shall inure
to the benefit of and be binding upon the parties, their legal representatives
and successors and assigns. However, the Executive’s performance hereunder
is personal to the Executive and shall not be assignable by the Executive. The
Corporation may assign this Agreement to any affiliate or to any successor to
all or substantially all of the business and/or assets of the Corporation,
whether directly or indirectly, by purchase, merger, consolidation, acquisition
of stock, or otherwise.
9. Miscellaneous.
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a. Waiver; Amendment. The failure of a
party to enforce any term, provision, or condition of this Agreement at any time
or times shall not be deemed a waiver of that term, provision, or condition for
the future, nor shall any specific waiver of a term, provision, or condition at
one time be deemed a waiver of such term, provision, or condition for any future
time or times. This Agreement may be amended or modified only by a writing
signed by both parties hereto. |
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b. Governing Law. This Agreement shall be
governed and construed in accordance with the laws of the State of Delaware
without giving effect to principles of conflicts of law. |
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c. Tax Withholding. The payments and
benefits under this Agreement may be compensation and as such may be included in
either the Executive’s W-2 earnings statements or 1099 statements. The
Corporation may withhold from any amounts payable under this Agreement such
federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation. |
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d. Paragraph Captions. Paragraph and other
captions contained in this Agreement are for reference purposes only and are in
no way intended to describe, interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof. |
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e. Severability. Each provision of this
Agreement is intended to be severable. If any term or provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
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f. Integrated Agreement. This Agreement
constitutes the entire under-standing and agreement between the parties hereto
with respect to the subject matter hereof, and supersedes all prior and
contemporaneous agreements, understandings, memoranda, term sheets,
conversations and negotiations. There are no agreements, understandings,
restrictions, representations or warranties between the parties other than those
set forth herein or herein provided for. |
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g. Interpretation; Counterparts. No
provision of this Agreement is to be interpreted for or against any party
because that party drafted such provision. For purposes of this Agreement:
“herein, “hereby,” “hereinafter,” “herewith,”
“hereafter” and “hereinafter” refer to this Agreement in its
entirety, and not to any particular subsection or paragraph. This Agreement may
be executed in any number of counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same instrument.
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h. Notices. All notices and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand delivery, or by facsimile (with confirmation of
transmission), or by overnight courier, or by registered or certified mail,
return receipt requested, postage prepaid, in each case addressed as follows:
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If to the Executive: Xxxx X. Xxxxx
at the address first set forth above
If to the Corporation:
Intersections Inc.
00000 Xxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Attention: General Counsel
Facsimile: 000-000-0000
with copies to:
Stroock & Stroock & Xxxxx LLP
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxx
Facsimile: 000-000-0000
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or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notices and communications shall be effective when
actually received by addressee.
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i.
No Limitations. The Executive represents his employment by the
Corporation hereunder does not conflict with, or breach any confidentiality,
non-competition or other agreement to which he is a party or to which he may be
subject. |
IN WITNESS WHEREOF, each of the parties hereto has
executed this Agreement as of the date first above written.
INTERSECTIONS INC.
By:____________________________
Name:
Position:
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Xxxx X. Xxxxx |
