Exhibit 10.10
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made this 22nd day of November, 1996, between InsWeb
Corporation (the "Employer") and Hussein A. Enan (the "Employee").
WITNESSETH:
WHEREAS, the Employer desires to employ the Employee on the terms and
conditions hereinafter set forth, and the Employee desires to be employed by the
Employer on such terms and conditions,
NOW, THEREFORE, in consideration of the premises and mutual convenants
contained herein, the parties hereto agree as follows:
1. EMPLOYMENT. This Agreement shall take effect on the Closing Date of
that certain Stock Purchase Agreement, of even date herewith, by and among
Employer and Insurance Information Exchange, L.L.C. ("iiX") (the "Stock Purchase
Agreement"). Commencing on such date, the Employer shall employ, engage and hire
the Employee as its Chief Executive Officer, to perform the duties and functions
specified by the Bylaws of the Employer and as further set forth herein. During
the period of employment, as hereinafter provided, and except as set forth
herein, the Employee shall devote his best efforts on a full-time basis to the
business of the Employer, and shall perform his duties consistent with the
highest standards of one holding such position in similar businesses or
enterprises. Employee shall not be required to perform duties which are
inconsistent with his position as a senior executive officer of Employer.
The provisions of this Section 1 shall not be deemed to prohibit the
Employee from devoting reasonable time to personal matters and from serving,
with the prior written consent of the Board of Directors of the Employer, on the
Boards of Directors of other companies.
2. TERM OF EMPLOYMENT. Subject to the provisions for termination set
forth in Section 6 hereof, the term of this Agreement shall commence upon the
date first above written and shall continue to and including the 30th day of
November, 1999.
3. COMPENSATION. (a) For all services rendered by the Employee pursuant
to this Agreement, the Employer shall pay the Employee a base salary at the
annual rate of $180,000.
(b) The Employee shall be entitled to reimbursement of all
reasonable, business-related travel and other expenses incurred by the Employee
in the ordinary course of business on behalf of the Employer, so long a such
expenses are incurred and documented pursuant to the Employer's expense
reimbursement policies.
4. BENEFITS. The Employee shall be entitled to such benefits as are
provided to senior executives of the Employer. Without limiting the generality
of the foregoing, the Employee shall be covered by the Employer's long-term
disability policy.
5. NO RELOCATION. The Employee shall provide his services in the San
Francisco, California area. Notwithstanding the foregoing, the parties recognize
and acknowledge that the Employee may be required to spend considerable business
time in locations other than the San Francisco, California, area.
6. TERMINATION OF EMPLOYMENT. (a) The Employer may terminate the
Employee's employment hereunder for cause, and shall have no further obligation
or liability to the Employee (except as set forth in Section 6(b hereof), if (i)
the Employee commits an act which is punishable as a felony, regardless of
whether the Employee is actually convicted or not; (ii) the Employee materially
breaches any provision in this Agreement; or (iii) the Employee voluntarily
terminates his employment hereunder; provided, however, that if the Employee
voluntarily terminates his employment hereunder because his responsibilities
have been materially diminished, or because of a breach by Employer of this
Agreement or the Stock Purchase Agreement, such termination by Employee shall
constitute termination for good reason and not for cause.
(b) In the event of any termination by Employer for cause pursuant
to subsection 6(a), the Employer shall be obligated to pay to the Employee only
those portions of the annual salary provided for by Section 3 hereof which shall
accrue to the Employee up to and
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including the date upon which such termination becomes effective. The Employee
shall be entitled to receive any benefits in which he is vested as of the date
of termination.
(c) The Employer may terminate the Employee's employment pursuant to
Section 6(a) hereof if (i) the Employee becomes permanently disabled to the
extent that, in the determination of the Board of Directors, he is no longer
able to report to work and to carry on his duties on behalf of the Employer or
(ii) the Employee dies. Such termination shall be effective on the next
succeeding anniversary date of the commencement of the term of this Agreement.
(d) If the Employer terminates the Employee's employment hereunder
without cause, or if Employee terminates his employment hereunder for good
reason, as defined in subsection 6(a) hereof, all obligations of Employer
hereunder shall continue for the term of this Agreement, but the obligations of
Employee under Section 9 hereof shall terminate.
7. ASSIGNMENT. This Agreement may not be transferred or assigned by the
Employee, but may be assigned by the Employer to any successor or affiliate.
8. NON-DISCLOSURE AGREEMENT. Employee shall execute a Confidential
Disclosure Agreement in the form set forth in Attachment A hereto, provided,
however, that the definition of Confidential Information in Attachment A shall
specifically include any information of a non-public nature disclosed to
Employee by iiX and its affiliates.
9. NON-SOLICITATION. Except as provided in Section 6(d) hereof,
Employee shall not, during the term of this Agreement and for a period of one
year after termination of his employment with Employer, either: (i) hire or
offer to hire or entice away, either in an individual capacity or as an agent
for another, any of Employer's officers, employees or agents to discontinue
their relationship with Employer; or, (ii) divert or attempt to divert from the
Employer any business whatsoever by influencing or attempting to influence or by
solicitation of any clients or customers of Employer.
10. SCOPE OF EMPLOYEE'S RESPONSIBILITIES. During the term of this
Agreement, Employee shall have, in addition to the normal prerogatives of the
Chief Executive Officer, the right, subject only to such approvals by the Board
of Directors and the shareholders of Employer
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as may be required by the Articles of Incorporation and Bylaws of Employer or by
the corporate laws of the State of Delaware, to make those decisions regarding
the business of Employer, if and only to the extent they are not inconsistent
with the business plan of Employer approved by the Board of Directors, that
relate to:
(a) the hiring, evaluation, compensation and termination of
personnel of the Employer, including employees, consultants and independent
contractors. This shall include decisions relating to the granting of (i)
employee stock options according to Employer's existing stock option plans, and
(ii) other benefits made available by Employer, with the exception of those
relating to Employee or to Xxxxxxx Xxxxxxxxx or to any member of the Board of
Directors of Employer;
(b) the choice of products and services to be offered by Employer,
provided that such products and services are related to both insurance and
either the Internet or the "intranet" networks of individual companies,
insurance or otherwise;
(c) the allocation of the human, technical and financial resources
of the Employer, including the implementation of operating budgets and operating
plans and objectives that have been approved by the Board of Directors;
(d) the selection of vendors of all types used by Employer,
provided, however, that wherever possible, Employer will use iiX and its
affiliates as preferred vendors;
(e) the facilities to be used by Employer, including office space,
furniture, and computer hardware and software. This shall include the level and
timing of expenditures for these items. Excluded will be capital expenditures
involving real estate or leases over five (5) years in length;
(f) the technologies to be used by Employer in offering its products
and services, except where any such technology would negatively impact the
strategic alliance between employer and iiX as set forth in the Joint Marketing
and License Agreement between them of even date herewith, provided, however,
that wherever possible, Employer will use iiX and its affiliates as preferred
technology vendors;
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(g) the layout and content of Employer's Internet site or sites;
(h) the manner in which Employer markets its products and services;
(i) the manner in which Employer prices its products and services;
(j) which companies with which Employer chooses to form customer
relationships;
(k) which companies with which Employer chooses to form strategic
alliances;
(l) the selection of, as well as discussions and negotiations with
prospective investment partners, provided that any proposed investment in the
Employer shall be presented to the Board of Directors for its approval;
(m) the financing of Employer, including negotiations with banks and
other capital providers, provided, however, that the results of such
negotiations shall remain subject to the non-dilution and other provisions of
the Stock Purchase Agreement and other documents entered into contemporaneously
herewith between Employer and iiX and its affiliates.
(n) the selection of members for the Board of Directors, other than
the two members representing the interests of iiX;
(o) the determination of whether and the time at which an initial
public offering of the securities of the Employer shall take place, which
determination shall be solely that of Employee and not subject to withdrawal or
modification by the Board of Directors or by the vote of iiX as a shareholder of
Employer;
(p) the selection of, as well as discussions and negotiations with
underwriters to conduct a potential initial public offering, and the nature and
organization of the information disclosed to the Securities and Exchange
Commission and to prospective investors in connection with such an offering,
subject to the review by the Board of Directors of any underwriting agreement
and registration statement; and,
(q) potential changes in the corporate name of Employer or the
creation of new and separate names for new related businesses of Employer.
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11. SPECIFIC PERFORMANCE. The Employee expressly agrees that any breach
of Sections 8 or 9 hereof shall constitute a material breach of this Agreement
and may be enforced by injunction or other equitable relief or otherwise.
12. WAIVER. A waiver by the Employer or the Employee of a breach of any
provision of this Agreement by the other shall not operate or be construed as a
waiver of any subsequent breach.
13. AMENDMENT. This Agreement shall be amended only in writing, signed
by both parties.
14. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of California, without
giving effect to principles of conflicts of law.
15. SEVERABILITY. If any portion or portions of this Agreement shall
be, for any reason, invalid or unenforceable, the remaining portion or portions
shall nevertheless be valid and enforceable.
16. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties with respect to the subject matter hereof. This Agreement supersedes
all prior agreements between the parties hereto, which are of no further force
or effect and null and void.
17. OBLIGATIONS AND BENEFITS. The obligations and benefits set forth in
this Agreement shall be binding upon and inure to the benefit of the respective
parties hereto and their personal representatives, successors and permitted
assigns. This Agreement shall be binding upon any successor of the Employer. It
shall be a condition precedent to any sale or transfer by the Employer of all or
a substantial part of its assets or securities that such transferee assume this
Agreement.
18. NOTICES. All Notices and other communications under this Agreement
will be sufficient if written and sent by registered or certified mail, return
receipt requested, in the case of the Employee, to his residence as shown on the
Employer's records and, in the case of the
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Employer, to its offices at 0000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx
Xxxxxxxxxx 00000; provided, however, that any notice of change of address shall
be effective only upon receipt.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.
INSWEB CORPORATION ("Employer")
By:
/s/ XXXXXXX X. XXXXXXXXX
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Its: PRESIDENT
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Hussein A. Enan ("Employee"):
/s/ HUSSEIN A. ENAN
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