EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective as of July 1, 2001, is entered into by and
between CCC INFORMATION SERVICES INC. (the "Company") and XXXXXXX XXXXXXXXXX
("Executive").
WITNESSETH:
WHEREAS, the Company currently employs Executive as its President and Chief
Executive Officer, and Executive also serves as Chairman of the Company's Board
of Directors; and
WHEREAS, the parties have previously entered into an agreement effective
July 1, 1996, with respect to Executive's employment by the Company, and desire
to amend and restate such agreement as provided herein in order to provide for
Executive's continued employment by the Company;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth below and other good and valuable consideration, the receipt of which is
hereby acknowledged, Executive and the Company hereby agree as follows:
1. TERM. The initial term of employment under this Agreement will be from
July 1, 2001 through December 31, 2004, unless sooner terminated as provided in
Section 5 below (the "Initial Term"). Either party may provide the other party
with sixty (60) days' written notice of its intention not to extend this
Agreement beyond the Initial Term. If this Agreement is not terminated at the
end of the Initial Term or at the end of any Renewal Term, it then shall be
renewed for successive two-year periods (the "Renewal Terms"), provided that
either party may provide the other party with sixty (60) days' written notice of
its intention not to extend the Agreement beyond any Renewal Term. The Initial
Term and any Renewal Term are hereinafter collectively referred to as the
"Term."
2. EMPLOYMENT OF EXECUTIVE; PERFORMANCE OF SERVICES.
(a) EMPLOYMENT. Subject to the terms and conditions of this Agreement,
the Company hereby agrees to employ Executive as its President and Chief
Executive Officer, and Executive hereby agrees to accept such employment, during
the Term. The Executive shall also serve as Chairman of the Company's Board of
Directors for no additional compensation commencing June 28, 2000.
(b) DUTIES AND SERVICES. While Executive is employed by the Company,
Executive shall devote his full time (reasonable sick leave and vacations
excepted) and best efforts, energies and talents to serving in the positions set
forth in paragraph (a). Executive will have such authorities, powers,
responsibilities and duties as are inherent to his position and
necessary to carry out his responsibilities and the duties required of him
hereunder, and such other duties as may be assigned to him by the Board of
Directors; provided, that Executive shall not, without his consent, be assigned
tasks that would be inconsistent with those of a President and Chief Executive
Officer. While employed by the Company, Executive may devote reasonable time to
activities other than those required under this Agreement, including activities
involving professional, charitable, educational, religious and similar types of
organizations, speaking engagements, membership on the boards of directors of
other profit or not-for-profit organizations, and similar activities, to the
extent that such other activities do not, in the judgment of the Board of
Directors of the Company, inhibit or prohibit the performance of Executive's
duties under this Agreement or conflict in any material way with the Company's
business.
3. COMPENSATION AND BENEFITS. Subject to the terms of this Agreement,
while Executive is employed by the Company, the Company shall compensate him for
his services as follows:
(a) BASE SALARY. The Executive shall receive, for each 12-consecutive
month period beginning on the first day of the Initial Term and on each
anniversary thereof, an annual base salary of $450,000 (the "Salary"), payable
in bi-monthly installments of $18,750. This payment schedule may be changed in
the future if the Company changes its exempt payroll schedule on a Company-wide
basis. Executive may be eligible for merit raises on an annual basis subject to
the terms and conditions of the Company's merit increase policy, as amended from
time to time. All reasonable and necessary expenses incurred in connection with
Executive's services on behalf of the Company, will be separately reimbursed
subject to the terms of the Company's expense reimbursement policy. The Company
shall have the right to withhold from Executive's Salary any taxes or other
amounts required to be withheld by any governmental entity or authority having
jurisdiction over the matter.
(b) BONUS; EXECUTIVE BENEFITS. Executive will be entitled to
participate in the Company's Corporate Management Bonus program, as amended from
time to time (the "Bonus"). This will entitle Executive to a target bonus of 75%
of his Salary. The Bonus will be based both upon Company performance and
Executive's performance, as determined by the Compensation Committee of the
Board of Directors. Executive may also be eligible to participate in other
benefit plans that may be established for the benefit of the Company's Executive
Management Group; provided, however, that the eligibility requirements and other
terms of any such plans shall govern Executive's participation therein. The
Company reserves the right to change its Company bonus programs and executive
benefit plans provided such changes are Company wide.
(c) OTHER BENEFITS. Executive will be entitled to participate in all
benefit plans maintained by the Company for its salaried employees generally,
including the 401(k) plan, the employee stock purchase plan, health, dental,
vision, life, short-term and long-term disability insurance, flexible spending
accounts and educational assistance. In all cases, however, the eligibility
requirements and other terms of any such plans will govern Executive's
participation therein.
-2-
(d) VACATION. Executive shall be entitled to no less than four weeks of
vacation per year.
4. STOCK OWNERSHIP.
(a) STOCK OPTION AND STOCK GRANTS. Executive has previously been
granted options to purchase shares of the Company's common stock pursuant to the
terms of the Company's 1997 Employee Stock Option Plan and the 2000 Stock
Incentive Plan. Additional options may be granted to Executive in the discretion
of the Compensation Committee of the Company's Board of Directors.
Notwithstanding anything to the contrary contained in the Company's 1997
Employee Stock Option Plan, in the Company's 2000 Stock Incentive Plan, or in
any other document related to the grant by the Company to Executive of stock
options: (i) Executive shall have the right to exercise all vested stock options
granted to him by the Company within 18 months following a termination by
Executive of his employment with the Company pursuant to paragraph 5(d),
provided that Executive cooperates fully with the Company to provide a smooth
transition in the transfer of his responsibilities to his successor, as
determined by the Compensation Committee of the Company's Board of Directors in
its reasonable discretion; and (ii) and Executive shall have the right to
exercise all stock options granted to him by the Company, whether or not
Executive's rights with respect to the options have vested, within 18 months of
a Change of Control. For purposes of this paragraph 4(a), the term "Change of
Control" shall have the meaning set forth in paragraph 5(g) of this Agreement.
(b) EXECUTIVE MANAGEMENT GROUP STOCK OWNERSHIP GUIDELINES. Executive
agrees that he will make a good-faith effort to comply with the stock ownership
guidelines approved by the Compensation Committee for members of the Executive
Management Group (the "Guidelines"). Pursuant to the Guidelines, and the terms
of the 2000 Stock Incentive Plan, Executive may elect to defer up to one-third
of his annual Bonus in the form of restricted stock that will vest over a
three-year period at the rate of one-third each year. The Company will match
one-third of the deferred amount with additional restricted stock that will vest
at the same rate.
(c) LOANS. Pursuant to the Guidelines and the 2000 Stock Incentive
Plan, the Compensation Committee of the Board of Directors, in its discretion,
may grant a loan or loans to Executive for the purpose of acquiring common stock
under the 2000 Stock Incentive Plan.
5. TERMINATION. Executive's employment with the Company may be terminated
under the following circumstances.
(a) DEATH. Executive's employment hereunder shall terminate upon his
death.
(b) DISABILITY. If Executive becomes Disabled, the Company may
terminate his employment with the Company. For the purpose of this Agreement,
Executive will be deemed to be Disabled if he has been unable to perform his
duties under this Agreement for a period of six (6) consecutive months and the
Board of Directors of the Company determines, on the basis of a written
statement of a licensed medical doctor or psychologist, that it is not likely
-3-
that Executive will be able to resume substantially performing his duties on a
full time basis within sixty (60) days.
(c) CAUSE. The Company may terminate Executive's employment hereunder
immediately and at any time for Cause by written notice to the Executive
detailing the basis for the termination. For purposes of this Agreement, "Cause"
means in the reasonable judgment of the Company's Board of Directors (i) gross
negligence or willful and continued failure by Executive to substantially
perform his duties as an employee of the Company (other than any such failure
resulting from incapacity due to physical or mental illness), (ii) willful
misconduct by Executive which is demonstrably and materially injurious to the
Company, monetarily or otherwise, (iii) the engaging by Executive in egregious
misconduct involving serious moral turpitude to the extent that his credibility
and reputation no longer conforms to the standard of senior executives of the
Company, or (iv) the commission by Executive of a material act of dishonesty or
breach of trust resulting or intending to result in personal benefit or
enrichment to Executive at the expense of the Company. For purposes of this
provision, no act or failure to act shall be deemed "willful" unless done or
omitted to be done in bad faith and without reasonable belief that such action
or omission was in the best interest of the Company.
(d) TERMINATION BY EXECUTIVE. Executive may terminate his employment
hereunder at any time for any reason by giving the Company prior written notice
not less than 60 days prior to such termination. A termination shall be deemed
to have occurred under this paragraph 5(d), only if it is not a termination for
Good Reason under paragraph 5(f).
(e) MUTUAL AGREEMENT. This Agreement may be terminated at any time by
mutual written agreement of the parties.
(f) TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate
Executive's employment hereunder at any time for any reason by giving Executive
written notice of such termination; provided, however, termination by the
Company shall be deemed to have occurred under this paragraph 5(f) only if such
termination by the Company is not pursuant to paragraph 5(b), 5(c), 5(d) or
5(e). For purposes of this paragraph 5(f), a failure by the Company to extend
this Agreement beyond the Initial Term or beyond any Renewal Term or a
termination by Executive for "Good Reason" shall be considered a termination by
the Company without Cause. "Good Reason" for termination by Executive shall mean
his voluntary resignation following:
(i) a material change in the duties, authorities,
responsibilities and status of Executive's position, or a material
reduction or alteration in the nature or status of Executive's
authorities, duties or responsibilities from those in effect at the
beginning of the Initial Term ("material diminution") with the result
that Executive makes a good faith determination (by written notice
delivered to the Chairman of the Compensation Committee of the Board of
Directors) that he cannot continue to carry out his job in
substantially the same manner as it was intended to be carried out
immediately before such material diminution;
(ii) a Change of Control (as defined in paragraph 5(g));
-4-
(iii) any failure by the Company to comply with any of the
provisions of Section 3 of this Agreement, other than an isolated,
insubstantial, or inadvertent failure not occurring in bad faith and
which is remedied by the Company promptly after receipt of written
notice from Executive;
(iv) a change in Executive's reporting responsibilities such that
Executive no longer reports to the Board of Directors of the Company;
or
(v) Executive is required by the Company to relocate his personal
residence outside of a 50-mile radius of the Company's current
principal place of business.
Notwithstanding the foregoing, a termination by Executive for any of the
reasons described in clauses (i), (iii), and (iv) above shall not be deemed to
be a termination for Good Reason within the meaning of this section until and
unless thirty (30) days have elapsed from the date the Chairman of the
Compensation Committee of the Board of Directors of the Company receives a
written notice from Executive declaring his intention to terminate employment
for Good Reason and the Company fails to cure or cause to be cured the
circumstances set forth in this section on the basis of which the declaration of
termination for Good Reason is given.
(g) CHANGE OF CONTROL. For purposes of this Agreement, a "Change of
Control" shall occur if: (i) any person or group (within the meaning of
Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934), other than
White River Ventures, Inc. (including its affiliates or stockholders if a
dividend in their favor is granted by White River), becomes the beneficial owner
(within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
50% or more of the Company's then outstanding voting Shares AND the "Continuing
Directors" cease for any reason to constitute a majority of the Board of
Directors of CCC Information Services Group, Inc. ("CCCISG"); or (ii) the
business of the Company is disposed of pursuant to a sale or other disposition
of all or substantially all of the business (including stock or assets) of the
Company. For purposes of this section, "Continuing Director" shall mean a member
of the Board of Directors of CCCISG who either is a member of that Board on the
date of the execution of this Agreement, or who subsequently became a director
of CCCISG 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).
(h) DATE OF TERMINATION. "Date of Termination" means the last day that
Executive is employed by the Company under the terms of this Agreement, provided
that his employment is terminated in accordance with one of the foregoing
provisions of this Section 5.
6. RIGHTS UPON TERMINATION. Executive's right to payments and benefits
under this Agreement for periods after his Date of Termination shall be
determined in accordance with the following provisions of this Section 6.
(a) RIGHTS UPON TERMINATION GENERALLY. If Executive's Date of
Termination occurs during the Term for any reason, the Company shall pay to the
Executive:
-5-
(i) Executive's Salary for the period ending on the Date of
Termination.
(ii) Payment for unused vacation days, as determined in accordance
with Company policy as in effect from time to time.
(iii) Any other payments or benefits to be provided to Executive by
the Company pursuant to any employee benefit plans or arrangements
adopted by the Company, to the extent such payments and benefits are
earned and vested as of the Date of Termination, or are required by law
to be offered for periods following Executive's Date of Termination.
The amounts payable under clauses (i) and (ii) above shall be paid in a
lump sum as soon as practicable following such Date of Termination. Any amounts
payable under clause (iii) above shall be paid in accordance with the terms of
the applicable plan or arrangement.
(b) If Executive's Date of Termination occurs under paragraph 5(f)
(relating to non-Cause termination by the Company) other than a termination
related to a Change of Control, then in addition to the amounts payable under
paragraph 6(a), Executive shall be entitled to (i) a lump sum cash payment equal
to 18 months of Salary and target Bonus, at the rate in effect as of his Date of
Termination and (ii) one (1) year of executive outplacement services commencing
with his Date of Termination. The cash payment shall be paid in four
substantially equal quarterly installments, with the first installment due and
payable on the first day of the month following the Executive's Date of
Termination. In addition, if Executive's Date of Termination occurs under
paragraph 5(f) (relating to non-Cause Termination by the Company) other than a
termination relating to a Change of Control, then 50% of Executive's rights with
respect to each option that has been granted to him by the Company to purchase
shares of the Company's stock, but which has not vested, shall vest on the Date
of Termination; and Executive shall have the right to exercise all vested stock
options granted to him by the Company within 18 months of the Date of
Termination.
(c) If Executive's Date of Termination occurs under paragraph 5(f)(ii)
(relating to a Change of Control), then in addition to the amounts payable under
paragraph (6)(a), Executive shall be entitled to (i) a lump sum cash payment
equal to 24 months of Salary and target Bonus, at the rate in effect as of his
Date of Termination, and (ii) one (i) year of Executive outplacement services
commencing with the Date of Termination. The cash payment shall be paid as soon
as practicable after the Date of Termination. In addition, if Executive's Date
of Termination occurs under paragraph (5)(f)(ii)(relating to a Change of
Control), then his rights with respect to the stock options that have been
granted to him by the Company shall be determined as set forth in
paragraph 4(a).
(d) (i) If Executive's Date of Termination occurs under paragraph 5(f)
(relating to non-Cause termination by the Company), then: (A) the Company shall
not have the right to demand payments of any amounts due under the loan made by
the Company to Executive to finance the purchase by Executive of 200,000 shares
of Company stock (the "Company Loan")
-6-
for a period of one year from the Date of Termination; and (B) Executive shall
have the right to sell to the Company the 200,000 shares of Company stock which
he purchased with the proceeds of the Company Loan (the "Financed Shares") at
any time within two years of the Date of Termination. The purchase price for the
Financed Shares shall be either (A) the price of the Company's stock prevailing
on a national securities exchange which is registered under Section 6 of the
Securities Exchange Act of 1934, or (B) if the Company's stock is not traded on
a registered national securities exchange, then the offering price for the stock
as established by the current bid and asked prices quoted by persons independent
of the Company. If there is no generally-recognized market for the Company's
stock at the time that Executive exercises his option to sell the Financed
Shares back to the Company, then the purchase price for the Financed Shares
shall be their fair market value, as determined by an independent professional
business valuation firm jointly selected by Executive and the Company. For this
purpose, the fair market value of the Financed Shares shall be deemed to be
equal to that percentage of the total enterprise value of the Company equal to
the percentage which the number of Financed Shares bears to the total number of
outstanding shares of the Company. No discount for lack of control or for lack
of marketability shall be taken in determining the fair market value of the
Financed Shares.
(ii) If there is a generally-recognized market for the Company's
stock, then the closing of the purchase and sale of the Financed Shares shall
take place within 30 days after Executive delivers written notice to the Company
of his election to sell the Financed Shares. If there is no generally-recognized
market for shares of the Company's stock at the time that Executive delivers
written notice of his election to sell the Financed Shares, then the closing of
the purchase and sale of the Financed Shares shall take place within 60 days
after delivery of the notice.
(iii) The proceeds from the sale by Executive of the Financed Shares
shall be applied as follows: first, the Company shall deliver to Executive cash
in an amount sufficient to cover all federal, state, and local income taxes that
will be imposed upon Executive in connection with the sale; then the remaining
sale proceeds shall be applied by the Company in satisfaction of all amounts due
from Executive to the Company under the terms of the Company Loan; and any
remaining balance shall be distributed to Executive. If the proceeds from the
sale by Executive of the Financed Shares are insufficient to pay the full amount
due from Executive to the Company in satisfaction of the Company Loan (the
"Amount Due"), then the Company shall forgive that portion of the excess of the
Amount Due over the proceeds from the sale (the "Excess Amount") equal to the
difference between (A) the Excess Amount, and (B) an amount equal to 25 percent
of the difference between (I) the fair market value of the shares of the Company
covered by those options which have been granted to Executive by the Company and
which are listed on Exhibit "A," and (II) the price which Executive must pay to
purchase those shares pursuant to the terms of the options. The fair market
value of the shares covered by the options shall be determined as of the date of
the closing of the sale of the Financed Shares to the Company.
(d) Notwithstanding any provision of this Agreement to the contrary, in
the event that within 60 days of Executive's Date of Termination, the Company
discovers
-7-
circumstances which would have permitted the Company to terminate the
Executive's employment for Cause under paragraph 5(c), or the Board reasonably
determines that the Executive has violated paragraphs 7 or 8 of this Agreement,
all payments under this Agreement, except those described in paragraph 6(a),
shall cease and be permanently forfeited.
7. CONFIDENTIALITY. During Executive's association with the Company, or
any affiliate, Executive will be exposed to confidential and proprietary
information of the Company and its affiliates which may be disclosed to
Executive both orally and/or in writing concerning the Company, its affiliates,
subsidiaries, customers, products, systems, marketing, financial, legal and such
other information relating to the Company and its affiliates, or subsidiaries.
Executive agrees to keep such information confidential, and Executive will not,
without the Company's prior written consent, disclose to any person or entity
the confidential information. Executive also agrees to take all reasonably
necessary precautions to prevent any unauthorized disclosure of such matters. It
is agreed that the obligations of confidentiality which Executive has agreed to
will continue in full force and effect while Executive is associated with the
Company and for three (3) years following the termination of this 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 Executive.
8. NONCOMPETITION. Executive also agrees that without the express prior
written consent of the Company and as consideration for the above-mentioned
compensation, Executive will not (on behalf of Executive or any other person or
entity), during the Term and for a period of one (1) year after the date of any
termination of Executive's 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 the Company or any of its affiliates)
anywhere, that markets, sells, or provides access to databases or services
substantially similar to those offered by the Company or that the Company is
actively and demonstrably developing or has developed and then actively and
demonstrably 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 the Company or
any of its affiliated companies to engage in any activity with the intent or
effect of competing with the Company or any of its affiliated companies, or
(iii) directly or indirectly (on behalf of Executive or any other person who
markets, sells or provides access to databases, or services substantially
similar to those offered by the Company or that the Company is actively
developing or has developed and then intends to market presently), employ,
solicit for employment or otherwise assist in the solicitation for employment,
any other employee or consultant of the Company or any of its affiliated
companies (collectively the "non-competition obligations"). Executive 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 the Company. Executive also will not
be prevented from rendering services to another company which competes with the
Company so long as Executive's performance of services to or for the benefit of
the other company is solely for the benefit of those businesses of the other
company which do not compete with the business of the Company.
-8-
In addition, during the Term and for a period of one (1) year after the
date of any termination of Executive's employment for any reason whatsoever,
Executive shall not directly or indirectly (1) induce or attempt to induce any
employee of the Company, its affiliates or subsidiaries to leave the employee of
the Company or in any way interfere with the relationship between the Company
and any employee thereof, (2) hire directly or through another entity any person
who was an employee of the Company as of the date of Executive's termination,
(3) induce or attempt to induce any customer, supplier, licensee, licensor, or
other business relation of the Company to cease doing business with the Company
or its affiliates, or in any way interfere with the relationship between any
such customer, supplier, licensee, licensor or business relation and the
Company, (4) disparage the Company, its management, or its business in any
public or private manner, or (5) induce, directly or indirectly, any person to
compete with the Company.
Executive agrees that if Executive fails fully to honor Executive's
obligations of confidentiality and non-competition hereunder, such act will
constitute a material breach of this Agreement and the Company shall have, in
addition to any other rights, the right to cease all further payments hereunder
and/or seek a refund of such payments previously paid to Executive as a part of
this Agreement after the date of Executive's breach of Executive's
confidentiality or non-competition obligations 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. Only
payments made after the Date of Termination are subject to reimbursement.
9. MAKE-WHOLE PAYMENTS. In the event that the benefits provided for in the
Agreement, when aggregated with any other payments or benefits received by
Executive, would (i) constitute "parachute payments" within the meaning of
Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and
(ii) would be subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), then the Company will pay to Executive an additional amount which
is equal to (i) the amount of the Excise Tax, plus (ii) the aggregate amount of
any interest, penalties, fines or additions to any tax which are imposed in
connection with the imposition of such Excise Tax, plus (iii) all income, excess
and other applicable taxes imposed on Executive under the laws of any Federal,
state or local government or taxing authority by reason of the payments required
under clause (i) and clause (ii) and this clause (iii). Unless the Company and
Executive otherwise agree in writing, any determination required under this
Section 9 shall be made in writing by the Company's independent public
accountants (the "Accountants") whose determination shall be conclusive and
binding upon Executive and the Company for all purposes. For purposes of making
the calculations required by this Section 9, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code. The Company and Executive shall furnish to
the Accountants such information and documents as the Accountants may reasonably
request in order to make a determination under this Section 9. The Company shall
bear all costs the Accountants may reasonably incur in connection with any
calculations contemplated by this Section 9.
-9-
10. ARBITRATION. All controversies and disputes between Executive and the
Company arising out of Executive's employment the termination thereof, or the
provisions of this Agreement (with the sole exception of all controversies and
disputes arising under the confidentiality and non-compete provisions of
Sections 7 and 8 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 original, 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 Chicago, Illinois
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 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, and the parties
to this Agreement expressly waive their rights to have their claims heard by a
judge and/or jury in a court of law. Any judgment upon an award issued under
this Section may be entered in any court having jurisdiction thereof.
EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION 10, WHICH DISCUSSES ARBITRATION.
EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE AGREES TO SUBMIT
ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR
THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO BINDING ARBITRATION, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A
WAIVER OF EXECUTIVE'S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL
DISPUTES RELATING TO EXECUTIVE'S RELATIONSHIP WITH THE COMPANY.
11. NONALIENATION. The interests of Executive under this Agreement are not
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by the Executor's creditors or
beneficiaries.
12. SUCCESSORS. This Agreement shall be binding upon, and inure to the
benefit of, the Company and its successors and assigns and upon any person
acquiring, whether by merger, consolidation, purchase of assets or otherwise,
all or substantially all of the Company's assets and business.
13. NOTICES. Notices and all other communications provided for in this
Agreement shall be in writing and shall be delivered personally or sent by
registered or certified mail, return receipt requested, postage prepaid, or sent
by facsimile or prepaid overnight courier to the parties at the addresses set
forth below (or such other addresses as shall be specified by the parties by
like notice).
-10-
To the Company:
CCC International Services Inc.
World Trade Center Chicago
000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000-0000
Attention: Chairman of the Compensation Committee of the Board
Copy to: General Counsel
To Executive:
Xxxxxxx Xxxxxxxxxx
World Trade Center Chicago
000 Xxxxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx 00000-0000
14. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, and this Agreement will be construed as if such
invalid or unenforceable provision were omitted (but only to the extent that
such provision cannot be appropriately reformed or modified).
15. WAIVER OF BREACH. No waiver of any party hereto of a breach of any
provision of this Agreement by any other party will operate or be construed as a
waiver of any subsequent breach by such other party. The failure of any party
hereto to take any action by reason of such breach will not deprive such party
of the right to take action at any time while such breach continues.
16. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing without the consent of any other person. So
long as the Executive lives, no person, other than the parties hereto, shall
have any rights under or interest in this Agreement or the subject matter
hereof.
17. SURVIVAL OF AGREEMENT. Except as otherwise expressly provided in this
Agreement, the rights and obligations of the parties to this Agreement shall
survive the termination of Executive's employment with the Company.
18. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes all
prior and contemporaneous agreements, if any, between the parties relating to
the subject matter hereof.
19. ACKNOWLEDGEMENT BY EXECUTIVE. Executive represents to the Company that
he is knowledgeable and sophisticated as to business matters, including the
subject matter of this Agreement, that he has read this Agreement and that he
understands its terms. Executive acknowledges that, prior to assenting to the
terms of this Agreement, he has been given a
-11-
reasonable time to review it, to consult with counsel of his choice, and to
negotiate at arm's-length with the Company as to the contents. Executive and the
Company agree that the language used in this Agreement is the language chosen by
the parties to express their mutual intent, and that no rule of strict
construction is to be applied against any party hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement this 19th day
of September, 2001, to be effective as of the date above first written.
EXECUTIVE CCC INFORMATION
SERVICES INC.
Xxxxxxx Xxxxxxxxxx BY : Xxxxxxx X. Xxxxxxx Xx.
------------------------------- ----------------------------
ITS : Chairman of Compensation Committee
---------------------------
-12-
