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Exhibit 10.1
EMPLOYMENT AGREEMENT
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This Employment Agreement ("Agreement") made as of the 15th day of
August, 1997 between DBT Online, Inc., a Pennsylvania corporation (the
"Company"), and Xxxxxxx X. Xxxxxx ("Executive").
WHEREAS, the Company desires to employ the Executive upon the terms and
conditions hereinafter set forth; and
WHEREAS, the Executive is willing to enter into this Agreement with
respect to his employment and services upon the terms and conditions hereinafter
set forth.
WITNESSETH:
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NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the parties hereto, intending to be legally bound, agree as follows:
1. EMPLOYMENT. The Company hereby employs Executive, and Executive
hereby accepts such employment and agrees to perform Executive's duties and
responsibilities hereunder, in accordance with the terms and conditions
hereinafter set forth.
2. TERM. The employment term of this Agreement (the "Employment Term")
shall consist of a four year term beginning on August 15, 1997 and ending on
August 14, 2001, unless terminated earlier in accordance with Section 10 hereof.
3. POSITION AND DUTIES. During the Employment Term, Executive shall
serve as the President and Chief Executive Officer of the Company, reporting to
the Board of Directors of the Company (the "Board"). Executive shall perform all
duties and accept all responsibilities incidental to such position, including
general supervision and control over, and responsibility for, the general
management and operation of the Company and its subsidiaries, or as may be
assigned to Executive by the Board, and Executive shall cooperate fully with the
Board. Executive shall at all times be subject to the direction and control of
the Board. Executive shall use his best efforts in the business of the Company,
and shall devote his full time, attention and energy to the business and affairs
of the Company and its subsidiaries, provided, however, that, the foregoing
shall not be construed as preventing Executive from making personal passive
investments or participating in charitable and non-profit pursuits as long as
such activities will not conflict or interfere with Executive's duties and
responsibilities hereunder. The Executive shall be a member of the Board on the
first day of the Employment Term, and the Board shall propose the Executive for
re-election to the Board throughout the Employment Term.
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4. COMPENSATION, BENEFITS AND EXPENSE REIMBURSEMENT.
(a) SALARY. The Company shall pay Executive an annual salary
of $250,000 ("Annual Salary") payable in the manner consistent with the
payroll practices for the executive officers of Company. The Annual
Salary shall be subject to review and increase by the Board, in its
sole discretion, with such review to be conducted at least annually at
such time as it reviews the salaries of the Company's officers.
(b) BONUS. Executive shall receive such bonus and other
incentive compensation, if any, as the Board determines, in its sole
discretion, to award Executive. For the period from August 15, 1997
through December 31, 1997, the only bonus the Executive shall receive
is a guaranteed bonus of $14,000 payable at such time as the 1997 bonus
is, or would have been, paid to other executive officers of the
Company. For the period beginning January 1, 1998 through the
termination of employment hereunder, the Executive shall participate in
bonus programs, if established by the Board, at a level not less than
the 20% level. Attached as Exhibit B is the bonus program in effect for
the December 31, 1997 fiscal year, which describes the 20% level for
the 1997 bonus program.
(c) FRINGE BENEFITS. The Company shall provide to Executive
such fringe benefits, including medical and dental benefits, as are
accorded to other executive officers of the Company. Until such
programs are established by the Company, the Company will reimburse the
Executive for his out-of-pocket expenses for maintaining comparable
benefits.
(d) EXPENSE REIMBURSEMENT. The Company shall reimburse
Executive for all ordinary and necessary business expenses incurred by
him in the performance of his duties hereunder, which shall be
accounted for in accordance with the reimbursement policies of the
Company.
(e) AUTOMOBILE. The Company shall lease an automobile for up
to $700 per month and provide it to Executive for his exclusive use.
5. RELOCATION. Executive shall promptly begin to relocate his primary
residence to the Pompano Beach, Florida area which shall be completed as soon as
practicable. The Company shall promptly reimburse Executive as expended, up to a
maximum aggregate amount of $120,000, for (i) all reasonable out-of-pocket
expenses of moving his primary residence from New York, New York to the Pompano
Beach, Florida area, including any brokerage commission on the sale of his
primary residence in New York, New York and (ii) temporary housing in the
Pompano Beach, Florida area.
6. STOCK OPTIONS. The Company is granting to Executive options to
purchase 300,000 shares of the Company's common stock (the "Stock Options")
pursuant to the Amended
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and Restated Stock Option Plan of the Company (the "Plan"). The Stock Options
shall be granted as nonqualified stock options under terms of the Plan and the
standard form of Stock Option Grant Letter thereunder, the form of which is set
forth as Exhibit A hereto.
7. CHANGE OF CONTROL.
7.1 CHANGE OF CONTROL DEFINITION. As used herein, a "Change of
Control" shall be deemed to have occurred if:
(a) The merger or consolidation of the Company with another
corporation where (i) the stockholders of the Company, immediately
prior to the merger or consolidation, would not beneficially own,
immediately after the merger or consolidation, shares entitling such
stockholders to 50% or more of all votes (without consideration of the
rights of any class of stock to elect directors by a separate class
vote) to which all stockholders of the surviving corporation would be
entitled in the election of directors, and (ii) the members of the
Board, immediately prior to the merger or consolidation, do not,
immediately after the merger or consolidation, constitute a majority of
the board of directors of the surviving corporation; or
(b) The sale or other disposition of all or substantially all
the assets of the Company, or a liquidation, dissolution or statutory
exchange of the Company.
7.2 EFFECT OF A CHANGE OF CONTROL. If a Change of Control
occurs during the final year of the Employment Term, this Section 7.2 will have
no effect on the Agreement. Notwithstanding any other provision of this
Agreement, if a Change of Control occurs before the final year of the Employment
Term, then the Executive shall have the right during the 30 days following the
Change of Control to elect either (i) to continue under the terms of the
Agreement, or (ii) to convert the Agreement into a one year agreement, with an
Employment Term commencing upon the date of the Change of Control and ending on
the day before the one year anniversary of the Change of Control, and the
Executive's Annual Salary under this Agreement shall be equal to the Annual
Salary in effect immediately prior to the Change of Control multiplied by two
for such Employment Term, and all other provisions of this Agreement shall
remain in effect for such Employment Term. The Executive's election under this
Section 7.2 shall be made by written notice to the Company under Section 11.
8. CONFIDENTIALITY AND NONCOMPETE AGREEMENT. Attached hereto as Exhibit
C is the standard Company Key Person Employment Agreement, Confidentiality
Agreement and Covenant Against Competition, which is incorporated herein by
reference and made a term hereof. Executive agrees that, by execution of this
Agreement, he has agreed to abide by all the terms and conditions of such
agreement.
9. ARBITRATION CLAUSE. Any controversy between the parties to this
Agreement involving the construction or applications of the terms of this
Agreement, except for enforcement
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of the terms and provisions of Section 8 of this Agreement, shall be submitted
to binding arbitration, at the request of either party hereto, in accordance
with the rules of the American Arbitration Association, with the SITUS of such
arbitration to be in the county and state of the Company's offices in the State
of Florida.
10. TERMINATION.
10.1 TERMINATION BY THE COMPANY AND EFFECT OF SUCH TERMINATION.
The Company may terminate this Agreement at any time upon delivery of written
notice to Executive, with the following effects:
(a) If Executive's employment hereunder has been terminated
without Cause, as hereafter defined, then Executive shall receive the
severance amount set forth below (the "Severance Amount"):
TERMINATION DATE SEVERANCE AMOUNT
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From August 15, 1997 to August 14, 2000 100% of one year's Annual Salary
From August 15, 2000 to August 14, 2001 Remainder of Annual Salary for
Employment Term
(b) In the event that Executive's employment hereunder is
terminated for Cause, as hereafter defined, this Agreement and rights
of Executive shall be terminated immediately. For these purposes,
"Cause" shall mean dishonesty, willful insubordination, habitual
absence from work, habitual insobriety or drug addiction, or material
breach of this Agreement.
10.2 DEATH. If the Executive dies during the Employment Term,
this Employment Agreement shall automatically terminate, and thereafter the
Company shall not have any further liability or obligation under this Agreement
to the Executive, his executors, administrators, heirs, assigns or any other
person claiming under or through him except that the Executive's estate shall
receive any unpaid Annual Salary that has accrued through the date of
termination plus a proportionate share of any bonus otherwise payable in
accordance with the provisions of Section 4(b) for the calendar year in which
the Executive dies.
10.3 TOTAL DISABILITY. If the Executive becomes totally
disabled (as defined below), the Employment Term may be terminated by the
Company, and the Company shall have no further liability or obligation to the
Executive under this Agreement except as follows: the Executive shall receive
any unpaid Annual Salary that has accrued through the date of termination. The
Executive shall be deemed to be "totally disabled" if the Executive is
considered totally disabled under the Company's group disability plan in effect
at that time, if any, or in the absence of any such plan, under applicable
Social Security regulations.
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11. NOTICES. Any notices to Executive or Company shall be deemed given
if delivered personally or mailed by certified mail to the address set forth
below:
To Executive: Xxxxxxx X. Xxxxxx
00 X Xxxxxx Xxx Xxxxxx
Xxxxx Xx, XX 00000
To the Company: Xxxxx Xxxxxx, Chairman of the Board
DBT Online, Inc.
0000 Xxxx Xxxxxxxx Xxxx
Xxxxx X-0
Xxx Xxxxx, XX 00000
With a copy to: Xxxxxxx X. Xxxxxxx, Esq.
Xxxxxx, Xxxxx & Bockius LLP
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
12. APPLICABLE LAW. The interpretation, validity and effect of this
Agreement shall be governed in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and year first above written.
DBT ONLINE, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
EXECUTIVE
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
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