{"id":39318,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-loislaw-com-inc-and-mark-beyland.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-loislaw-com-inc-and-mark-beyland","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-loislaw-com-inc-and-mark-beyland.html","title":{"rendered":"Employment Agreement &#8211; Loislaw.com Inc. and Mark Beyland"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n     EMPLOYMENT AGREEMENT (this 'Agreement'), dated as of June 17, 1999, between\nLoislaw.com, Inc., a Delaware corporation (the 'Company'), and Mark Beyland, an\nindividual residing in Van Buren, Arkansas ('Executive').\n\n     WHEREAS, Executive is presently employed by the Company, and is willing to\ncommit himself to continue to serve the Company on the terms and conditions\nhereinafter set forth;\n\n     NOW, THEREFORE, in consideration of the premises and the mutual covenants\nand agreements herein contained, and intending to be legally bound hereby, the\nCompany and Executive hereby agree as follows:\n\n     1.   Employment.  The Company agrees to continue to employ Executive, and\n          ----------                                                          \nExecutive agrees to remain in the employ of the Company, for the period set\nforth in Paragraph 2, in the position and with the duties and responsibilities\nset forth in Paragraph 3, and upon the other terms and conditions herein\nprovided.\n\n     2.   Term.  The employment of Executive by the Company as provided in\n          ----                                                            \nParagraph 1 shall be for a period commencing on the date of this Agreement\nthrough and ending on June 17, 2002, unless sooner terminated as herein provided\n(the 'Employment Term').\n\n     3.   Position and Duties.\n          ------------------- \n\n     (a)  During the Employment Term, Executive shall serve as President and\nChief Financial Officer of the Company.  In such capacities, Executive, subject\nto the ultimate control and direction of the Board of Directors of the Company,\nshall have and exercise (i) direct charge of and general supervision over the\nbusiness and affairs of the Company and (ii) the duties and functions normally\nincident to the office of chief financial officer of a company similar to the\nCompany.  In addition, Executive shall have such other duties, functions,\nresponsibilities, and authority as are from time to time delegated to Executive\nby the Board of Directors of the Company, provided that such duties, functions,\nresponsibilities, and authority are reasonable and customary for a person\nserving in the aforesaid functions of an enterprise comparable to the Company.\nExecutive shall report and be accountable to the Board of Directors and the\nChairman of the Board and Chief Executive Officer of the Company.\n\n     (b)  During the Employment Term, Executive shall devote his full time,\nskill, and attention and his best efforts to the business and affairs of the\nCompany to the extent necessary to discharge fully, faithfully and efficiently\nthe duties and responsibilities delegated and assigned to Executive herein or\npursuant hereto, except for usual, ordinary, and customary periods of vacation\nand absence due to illness or other disability.\n\n                                      -1-\n\n \n     (c)  In connection with Executive's employment by the Company under this\nAgreement, Executive shall be based at the principal executive offices of the\nCompany in Van Buren, Arkansas, except for such reasonable travel as the\nperformance of Executive's duties in the business of the Company may require.\n\n     (d)  All services that Executive may render to the Company or any of its\nsubsidiaries or affiliates in any capacity during the Employment Term shall be\ndeemed to be services required by this Agreement and consideration for the\ncompensation provided for herein.\n\n     4.   Compensation and Related Matters.\n          -------------------------------- \n\n     (a)  Base Salary.  During the Employment Term, the Company shall pay to\n          -----------                                                       \nExecutive for his services hereunder a base salary ('Base Salary') at the rate\nof One Hundred Seventy-Five Thousand Dollars ($175,000.00) per year, payable in\ninstallments in accordance with the general payroll practices of the Company, or\nas otherwise mutually agreed upon.  Executive's Base Salary shall be subject to\nsuch adjustments as may be determined from time to time by the compensation\ncommittee of the Board of Directors of the Company in its sole discretion, but\nin no event shall the Company pay Executive a Base Salary at a rate less than\nthat set forth in the immediately preceding sentence.\n\n     (b)  Executive Bonus and Benefits.  During the Employment Term, Executive\n          ----------------------------                                        \nmay be entitled, in the sole discretion of the compensation committee of the\nBoard of Directors, to annual cash bonuses in amounts not to exceed 50% of his\nthen-current Base Salary for any calendar year; provided, however, that\nExecutive's bonus for the year ended December 31, 1999 shall not be less than\n$37,500.  Further, Executive shall be entitled to participate in all additional\nemployee benefit plans (including, stock option plans and long-term incentive\nplans), programs and arrangements that are generally made available by the\nCompany to its senior executives.\n\n     (c)  Medical and Dental Coverage.  During the Employment Term, the Company\n          ---------------------------                                          \nshall provide, at its cost, full medical and dental coverage to Executive under\nthe Company's group insurance plans as in effect from time to time.\n\n     (d)  Expenses.  During the Employment Term, Executive shall be entitled to\n          --------                                                             \nreceive prompt reimbursement on a timely basis (according to the then-current\npractices of the Company) for all reasonable expenses incurred by Executive in\nperforming his duties and responsibilities hereunder upon the presentation by\nExecutive of an itemized monthly accounting of such expenditures, including\nreceipts where required by Company policy or federal income tax regulations.\n\n     (e)  Vacations.  During the Employment Term, Executive shall be entitled to\n          ---------                                                             \nfour (4) weeks of paid vacation each year.  Executive shall also be entitled to\nall paid holidays given by the Company to its senior executives.  Executive\nagrees to utilize his vacation at such time or times as\n\n                                      -2-\n\n \nare (i) consistent with the proper performance of his duties and\nresponsibilities hereunder and (ii) mutually convenient for the Company and\nExecutive.\n\n      5.  Termination of Employment.\n          ------------------------- \n\n      (a) Death.  Executive's employment hereunder shall terminate automatically\n          -----                                                                 \nupon his death.\n\n      (b) Disability.  If the Disability (as defined below) of Executive occurs\n          ----------                                                           \nduring the Employment Term, the Company may notify Executive of the Company's\nintention to terminate Executive's employment hereunder for Disability.  In such\nevent, Executive's employment hereunder shall terminate effective on the 15th\nday following the date such notice of termination is received by Executive (the\n'Disability Effective Date').  For purposes of this Agreement, the 'Disability'\nof Executive shall be deemed to have occurred at such time as the Board of\nDirectors of the Company determines, in its sole and absolute discretion, (i)\nthat despite any reasonable accommodation required by law, Executive is unable\nto perform the essential functions of his position hereunder as a result of his\nphysical or mental incapacity and (ii) that such inability has existed or is\nlikely to exist for a period of three months or more.\n\n      (c) Termination by Company.\n          ---------------------- \n\n          (i) For Cause.  The Company may terminate Executive's employment\n              ---------                                                   \n      hereunder for Cause (as defined below) (a 'For Cause Termination'). For\n      purposes of this Agreement, 'Cause' shall mean any of the following: (A)\n      any misrepresentation of a material fact to, or concealment of a material\n      fact from, a member of the Board of Directors of the Company; (B)\n      Executive's failure to follow a lawful written directive of the Board of\n      Directors; (C) Executive's willful violation of any material rule,\n      regulation or policy that may be established from time to time in the\n      Company's business; (D) Executive's unlawful possession, use or sale of\n      narcotics or other controlled substances, or performing job duties while\n      such controlled substances are present in Executive's body; (E) Executive\n      operating a vehicle in the course of his employment under the influence of\n      alcohol (meaning a blood alcohol level which would establish a felony or\n      misdemeanor under the applicable state law, or a conviction of or plea of\n      guilty or no contest to such a felony or misdemeanor); (F) any act or\n      omission of Executive in the scope of his employment (i) that results in\n      the assessment of a criminal penalty against Executive or the Company, or\n      (ii) that in the reasonable judgment of the Board of Directors would\n      result in a material violation of any federal, state, local or foreign law\n      or regulation; or (G) Executive's conviction of or a plea of guilty or no\n      contest to any crime involving an act of moral turpitude. Whether any\n      termination of Executive's employment hereunder constitutes a For Cause\n      Termination in accordance with the foregoing shall be determined in the\n      reasonable judgment of the Board of Directors.\n\n          (ii) Without Cause.  The Company may terminate Executive's employment\n               -------------                                                   \n      hereunder without Cause for any or no reason. For purposes of this\n      Agreement, a 'Without\n\n                                      -3-\n\n \n      Cause Termination' shall mean a termination by the Company of Executive's\n      employment hereunder other than pursuant to (x) a For Cause Termination,\n      or (y) Disability.\n\n      (d) Constructive Termination.  Executive may terminate his employment\n          ------------------------                                         \nhereunder if a Constructive Termination occurs.  A 'Constructive Termination' of\nExecutive's employment with the Company shall be deemed to have occurred if the\nCompany:\n\n          (i) demotes Executive to a lesser position, either in title or\n      responsibility, than the highest position held by him with the Company at\n      any time during his employment with the Company; or\n\n          (ii) decreases Executive's compensation below the highest level in\n      effect at any time during his employment with the Company or reduces\n      Executive's benefits and perquisites below the highest levels in effect at\n      any time during his employment with the Company (other than as a result of\n      any amendment or termination of any employee or group or other executive\n      benefit plan, which amendment or termination is applicable to all\n      executives of the Company).\n\nAny termination of Executive's duties and responsibilities as Chief Financial\nOfficer of the Company shall not constitute a Constructive Termination under\nsubparagraph (i) of this paragraph 5(d).\n\n      (e) Notice of  Termination.  Any termination of Executive's employment\n          ----------------------                                            \nhereunder by the Company or by Executive (other than a termination pursuant to\nParagraph 5(a)) shall be communicated by a Notice of Termination (as defined\nbelow) to the other party hereto.  For purposes of this Agreement, a 'Notice of\nTermination' shall mean a written notice which (i) indicates the specific\ntermination provision in this Agreement relied upon, (ii) in the case of a\ntermination for Disability or a For Cause Termination or a Constructive\nTermination, sets forth in reasonable detail the facts and circumstances claimed\nto provide a basis for termination of Executive's employment under the provision\nso indicated, and (iii) specifies the Employment Termination Date (as defined in\nParagraph 5(f) below).  The failure by the Company to set forth in the Notice of\nTermination any fact or circumstance which contributes to a showing of\nDisability or Cause shall not waive any right of the Company hereunder or\npreclude the Company from asserting such fact or circumstance in enforcing the\nCompany's rights hereunder.\n\n      (f) Employment Termination Date.  For purposes of this Agreement,\n          ---------------------------                                  \n'Employment Termination Date' shall mean the effective date of termination of\nExecutive's employment hereunder, which date shall be (i) if Executive's\nemployment is terminated by his death, the date of his death, (ii) if\nExecutive's employment is terminated because of his Disability, the Disability\nEffective Date, (iii) if Executive's employment is terminated by the Company\npursuant to a For Cause Termination or a Without Cause Termination, the date\nspecified in the Notice of Termination, which date shall in no event be earlier\nthan the date such notice is given, and (iv) if Executive's\n\n                                      -4-\n\n \nemployment is terminated by Executive pursuant to a Constructive Termination,\nthe date on which the Notice of Termination is given.\n\n      (g) Resignation.  In the event of termination of Executive's employment\n          -----------                                                        \nhereunder (for any reason other than the death of Executive), Executive agrees\nthat if at such time he is a member of the Board of Directors or officer of the\nCompany or a director or officer of any of its subsidiaries, he will promptly\ndeliver to the Company his written resignation from all such positions, such\nresignation to be effective as of the Employment Termination Date.\n\n      6.  Company Obligations Upon Termination of Employment.\n          -------------------------------------------------- \n\n      (a) Death.  If Executive's employment hereunder is terminated by reason of\n          -----                                                                 \nExecutive's death, the Company shall pay to Executive's estate a sum equal to 12\nmonth's Base Salary at Executive's last current rate.  Any such amounts payable\nunder this Paragraph 6(a) shall be paid in equal monthly installments for a\nperiod of one year, such payments to begin as of the Employment Termination\nDate.  In addition, if Executive's employment hereunder is terminated by reason\nof Executive's death, the Company shall continue to provide medical insurance at\nthe level provided at the Employment Termination Date for Executive's spouse for\na period of five years after the Employment Termination Date and for each of his\nchildren for a period beginning on the Employment Termination Date and ending on\nthe earlier of  (i) five years after the Employment Termination Date and (ii)\nthe date on which such child ceases to be a 'dependent' of Executive's spouse\nwithin the meaning of Section 152 of the Internal Revenue Code of 1986, as\namended (the 'Code'); provided, that the Company shall be required to provide\nmedical insurance to Executive's spouse and his children only for so long as,\nand to the extent that, the Company provides medical insurance for its full-time\nemployees; and, provided, further, that this Paragraph 6(a) shall not prohibit\nthe Company from modifying or canceling its existing health insurance program.\n\n      (b) Disability.  If Executive's employment hereunder is terminated by\n          ----------                                                       \nreason of Executive's Disability, the Company shall pay to Executive a sum equal\nto 12 month's Base Salary at Executive's last current rate.  Any such amounts\npayable under this Paragraph 6(b) shall be paid in equal monthly installments\nfor a period of one year, such payments to begin as of the Employment\nTermination Date.  In addition, if Executive's employment hereunder is\nterminated by reason of Executive's Disability that, in the sole discretion of\nthe Board of Directors, is a 'permanent and total disability' as defined in the\nCompany's long-term disability insurance plan, or if the Company does not\nmaintain such a plan containing a definition of that term, as defined in Section\n22(e)(3) of the Code, then the Company shall continue to provide medical\ninsurance at the level provided at the Employment Termination Date for Executive\nand his spouse for a period of five years after the Employment Termination Date\nand for each of his children for a period beginning on the Employment\nTermination Date and ending on the earlier of  (i) five years after the\nEmployment Termination Date and (ii)  the date on which such child ceases to be\na dependent of Executive or Executive's spouse within the meaning of Section 152\nof the Code; provided, that the Company shall be required to provide medical\ninsurance to Executive, his spouse and his children only for so long as, and to\nthe extent that, the Company provides medical insurance for its full-time\nemployees; and\n\n                                      -5-\n\n \nprovided further, that this Paragraph 6(b) shall not prohibit the Company from\nmodifying or canceling its existing health insurance program.\n\n      (c) For Cause Termination.  If Executive's employment hereunder is\n          ---------------------                                         \nterminated pursuant to a For Cause Termination, the Company shall pay to\nExecutive, in a lump sum in cash within 15 days after the Employment Termination\nDate, Executive's Base Salary through the Employment Termination Date, to the\nextent not theretofore paid, and, thereafter, the Company shall have no further\nobligations to Executive under this Agreement.\n\n      (d) Without Cause Termination.  If Executive's employment hereunder is\n          -------------------------                                         \nterminated by the Company by reason of a Without Cause Termination, the Company\nshall pay to Executive a sum equal to 12 month's Base Salary at Executive's last\ncurrent rate.   Any such amounts payable under this Paragraph 6(d) shall be paid\nin equal monthly installments for a period of one year, such payments to begin\nas of the Employment Termination Date.\n\n      (e) Constructive Termination.   If Executive's employment hereunder is\n          ------------------------                                          \nterminated by Executive by reason of a Constructive Termination, the Company\nshall pay to Executive a sum equal to 12 month's Base Salary at Executive's last\ncurrent rate.  Any such amounts payable under this Paragraph 6(e) shall be paid\nin equal monthly installments for a period of one year, such payments to begin\nas of the Employment Termination Date.\n\n      (f) Sole Remedy.  The right to receive the payments and insurance, as\n          -----------                                                      \napplicable, provided for under this Paragraph 6 shall be Executive's sole and\nexclusive remedy for the termination of his employment hereunder and shall be in\nlieu of any claim that he might otherwise have against the Company arising from\nsuch termination.\n\n      (g) Coordination of Payments.  The payments required by subparagraphs (d)\n          ------------------------                                             \nand (e) of this Paragraph 6 are subject to the provisions of Paragraph 7(b)\ndealing with the coordination of payments in the event of a Change of Control.\n\n      7.  Termination in Connection with Change of Control.\n          ------------------------------------------------ \n\n      (a) Upon the occurrence of a Termination Event (as defined in Paragraph\n8(a)), the Company shall:\n\n          (i)  pay Executive an amount equal to Executive's Base Annual\n      Compensation (as defined in Paragraph 8(c)) multiplied by a factor of two,\n      payable as a lump sum cash payment within ten days following the date of\n      the termination constituting such Termination Event (the 'Termination\n      Date');\n\n          (ii) provide Executive with life, disability and medical insurance at\n      the level provided at either the date of the occurrence of a Change of\n      Control (as defined in Paragraph 8(b)) or the Termination Date, as\n      Executive shall in his sole discretion elect by providing\n\n                                      -6-\n\n \n     written notice to the Company, for 12 months following the Termination Date\n     or such shorter period until Executive shall obtain substantially\n     equivalent insurance coverage from a subsequent employer, if any, in the\n     same manner as if Executive's employment had not been terminated until the\n     end of such period. Executive shall immediately notify the Company upon\n     obtaining any insurance from a subsequent employer and shall provide all\n     information required by the Company regarding such insurance to enable the\n     Company to make a determination of whether such insurance is substantially\n     equivalent; and\n\n          (iii)  pay all reasonable legal fees and expenses incurred by\n     Executive in seeking to obtain or enforce any right or benefit provided by\n     this Agreement including without limitation all such costs incurred in\n     contesting or disputing any determination made by the Company under this\n     Agreement or in connection with any tax audit or proceeding to the extent\n     attributable to the application of Section 4999 of the Code to any payment\n     hereunder. Reimbursements of such costs shall be made by the Company within\n     15 days after Executive's presentation to the Company of any statements of\n     such costs and thereafter shall bear interest at the rate of 18% per annum\n     or, if different, the maximum rate allowed by law until paid by the\n     Company, and all accrued and unpaid interest shall bear interest at the\n     same rate, all of which interest shall be compounded daily.\n\n     (b)  Coordination With Paragraph 6.  If, in connection with the termination\n          -----------------------------                                         \nof Executive's employment hereunder, Executive is entitled to receive payments\npursuant to this Paragraph 7 and Executive would also be entitled to receive\ntermination payments under Paragraph 6 in accordance with the terms thereof,\nParagraph 7 shall take precedence and Executive shall not be entitled to receive\nany payments under Paragraph 6.\n\n     8.   Definitions.\n          ----------- \n\n     (a)  A 'Termination Event' shall be deemed to have occurred if:\n\n          (i) at any time within six months after a Change of Control, Executive\n     or the Company terminates Executive's employment for any reason, or for no\n     reason; or\n\n          (ii) at any time within 12 months after a Change of Control, the\n     Company or any successor thereto terminates Executive's employment for any\n     reason other than for (A) Cause, (B) Disability or (C) death.\n\nFor purposes of this Paragraph 8(a), Executive's employment shall be deemed to\nhave been terminated upon the actual termination of his employment or upon the\noccurrence of a Constructive Termination.\n\n     (b)  A 'Change of Control' shall be deemed to have occurred if:\n\n                                      -7-\n\n \n          (i)    individuals who, as of the date hereof, constitute the Board of\n     Directors  (the 'Incumbent Board') of the Company cease for any reason to\n     constitute at least 51% of the Board, provided that any person becoming a\n     director subsequent to the date hereof whose election, or nomination for\n     election by the Company's  stockholders was approved by a vote of at least\n     a majority of the directors then comprising the Incumbent Board shall be,\n     for purposes of this Agreement, considered as though such person were a\n     member of the Incumbent Board;\n\n          (ii)   the Company shall consummate a reorganization, merger or\n     consolidation, in each case, with respect to which persons who were the\n     stockholders of the Company immediately prior to such reorganization,\n     merger or consolidation do not, immediately thereafter, own outstanding\n     voting securities representing more than 50% of the combined voting power\n     entitled to vote generally in the election of directors ('Voting\n     Securities') of the reorganized, merged or consolidated company;\n\n          (iii)  the stockholders of the Company shall approve a sale of all or\n     substantially all of the stock or assets of the Company; or\n\n          (iv)   any 'person,' as that term is defined in Section 3(a)(9) of the\n     Securities Exchange Act of 1934, as amended (the 'Exchange Act') (other\n     than the Company,  any of its subsidiaries, any employee benefit plan of\n     the Company or any of its subsidiaries, or any entity organized, appointed\n     or established by the Company for or pursuant to the terms of such a plan),\n     together with all 'affiliates' and 'associates' (as such terms are defined\n     in Rule 12b-2 under the Exchange Act) of such person (as well as any\n     'Person' or 'group' as those terms are used in Sections 13(d) and 14(d) of\n     the Exchange Act), shall become the 'beneficial owner' or 'beneficial\n     owners' (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),\n     directly or indirectly, of securities of the Company representing in the\n     aggregate 40% or more of either the then outstanding shares of common\n     stock, par value $.001 per share, of the Company ('Common Stock') or  the\n     Voting Securities of the Company, in either such case other than solely as\n     a result of acquisitions of such securities directly from the Company.\n\n          Notwithstanding the foregoing, a 'Change in Control' of the Company\n     shall not be deemed to have occurred for purposes of subparagraph (iv) of\n     this Paragraph 8(b) solely as the result of an acquisition of securities by\n     the Company which, by reducing the number of shares of Common Stock or\n     other Voting Securities of the Company outstanding, increases (i) the\n     proportionate number of shares of Common Stock beneficially owned by any\n     person to 40% or more of the shares of Common Stock then outstanding or\n     (ii) the proportionate voting power represented by the Voting Securities of\n     the Company beneficially owned by any person to 40% or more of the combined\n     voting power of all then outstanding Voting Securities; provided, however,\n     that if any person referred to in clause (i) or (ii) of this sentence shall\n     thereafter become the beneficial owner of any additional shares of Common\n     Stock or other Voting Securities of the Company (other than a result of a\n     stock split, stock\n\n                                      -8-\n\n \n     dividend or similar transaction), then a Change in Control of the Company\n     shall be deemed to have occurred for purposes of subparagraph (iv) of this\n     Paragraph 8(b).\n\n     (c)  'Base Annual Compensation' shall, as determined on the Termination\nDate, be equal to the greater of (i) Executive's Base Salary on the date of the\nearliest Change of Control to occur during the 18-month period prior to the\nTermination Date plus any bonuses or special incentive payments received in the\n12 months prior to such Change of Control or (ii) Executive's Base Salary on the\nTermination Date plus any bonuses or special incentive payments received in the\n12 months prior to the Termination Date.\n\n     9.   Adjustments.  Any provision of this Agreement to the contrary\n          -----------                                                  \nnotwithstanding, if, in the Company's determination, the total sum of (i) the\npayments and benefits to be paid or provided to (or with respect to) Executive\nunder this Agreement which are considered to be 'parachute payments' within the\nmeaning of Section 280G of the Code, and (ii) any other payments and benefits\nwhich are considered to be 'parachute payments,' as so defined, to be paid or\nprovided to (or with respect to) Executive by the Company or a member of the\nCompany's affiliated group (within the meaning of Section 280G(d)(5) of the\nCode) (the 'Total Amount') exceeds the amount Executive can receive without\nhaving to pay excise tax with respect to all or any portion of such payments or\nbenefits under Section 4999 of the Code (the 'Reduced Amount'), then the amount\npayable to Executive pursuant to Paragraphs 7(a)(i) and (ii) of this Agreement\nshall be reduced to the greater of zero or the highest amount which will not\nresult in Executive having to pay excise tax with respect to any payments and\nbenefits under Section 4999 of the Code; provided, however, that in the event\nthat the Reduced Amount minus any and all applicable federal, state and local\ntaxes (including but not limited to income and employment taxes imposed by the\nCode) is less than the Total Amount minus any and all applicable federal, state\nand local taxes (including but not limited to income and employment taxes\nimposed by the Code and excise taxes applicable to such payments under Section\n4999 of the Code), then the reduction of the amount payable to Executive under\nParagraphs 7(a)(i) and (ii) of this Agreement provided for in the preceding\nprovisions of this Paragraph 9 shall not be made.\n\n     10.  Compliance With Other Agreements.  Executive represents and warrants\n          --------------------------------                                    \nto the Company that the execution, delivery and performance by Executive of this\nAgreement do not and will not conflict with or result in a violation of any\nprovision of, or constitute a default under, any contract, agreement, instrument\nor obligation to which Executive is a party or by which he is bound.\n\n     11.  Noncompetition and Related Matters. Without the prior written consent\n          ----------------------------------                                   \nof the Company, Executive will not, directly or indirectly:\n\n     (a) persuade or attempt to persuade any customer, client, business partner,\nlicensor, licensee, sales representative, supplier or distributor of the Company\nor any of its subsidiaries (i) to cease doing business with the Company or any\nof its subsidiaries, or (ii) to reduce the amount of business it does with the\nCompany or any of its subsidiaries;\n\n                                      -9-\n\n \n     (b)  persuade or attempt to persuade any potential customer, client,\nsupplier, business partner, licensor, licensee, sales representative, supplier\nor distributor to which the Company or any of its subsidiaries has made a\npresentation, or with which the Company or any of its subsidiaries has been\nhaving discussions, (i) not to do business with the Company or any of its\nsubsidiaries, or (ii) to engage, with any other person or business, in a\nCompetitive Activity;\n\n     (c)  solicit for himself or any person or business other than the Company\nor any of its subsidiaries the business of any person which is a customer,\nclient, business partners, licensor, licensee, sales representative, supplier or\ndistributor of the Company or any of its subsidiaries, or was a customer,\nclient, business partner, licensor, licensee, sales representative, supplier or\ndistributor of the Company or any of its subsidiaries within two years prior to\nthe Termination Date or the Employment Termination Date, as applicable;\n\n     (d)  persuade or attempt to persuade any employee of the Company or any of\nits subsidiaries, or any individual who was its employee during the six months\nprior to the Termination Date, (i) to leave the employ of the Company or any of\nits subsidiaries, or (ii) to become employed by any person or business engaged\nin a Competitive Activity;\n\n     (e)  anywhere in the world where the Company or any of its subsidiaries is\nconducting any business, directly or indirectly, own, manage, operate, control,\nbe employed by or participate in the ownership, management, operation or control\nof, or be connected in any manner with any person or business engaged in a\nCompetitive Activity; provided, however, that ownership of securities of a\ncompany whose securities are registered under the United States Securities\nExchange Act of 1934, as amended, not in excess of 1% of any class of such\nsecurities shall by itself not be considered a violation of this Paragraph 11.\n\n     For purposes of this Paragraph 11, a person or business shall be deemed to\nbe engaged in a 'Competitive Activity' if such person or business (a) is engaged\nin the production, sale or marketing of electronic legal information, whether\nsuch information is distributed via the Internet, via direct modem connection,\non CD-ROMs or by some other electronic means, or (b) is one of the businesses\nlisted on Exhibit A attached hereto.  For this purpose 'legal information' means\n          ---------                                                             \nall types of law-related information sold by the Company during the term of this\nAgreement, including without limitation primary law such as court decisions,\nstatutes and regulations, and secondary source materials such as treatises,\ncommentaries, outlines, annotations, private letter rulings and the like.\n\n     The provisions of this Paragraph 11 shall be in effect during the\nEmployment Term and (if the Employment Termination Date occurs prior to the\nexpiration of the Employment Term) shall continue in effect for a period of 12\nmonths following the Employment Termination Date. Notwithstanding the foregoing,\nif Executive's employment with the Company is terminated by the Company for\nDisability or by reason of a Without Cause Termination or is terminated by\nExecutive by reason of a Constructive Termination, Executive shall be bound by\nthe restrictions set forth in this Paragraph 11 after the Employment Termination\nDate (i) if and only for so long (but not to exceed 12 months) as the Company\ncomplies with its obligations under Paragraphs 6(b), (d) or (e), as\n\n                                      -10-\n\n \napplicable, or (ii) if and only if the Company has made the payments to\nExecutive required under Paragraph 7(a)(i), if applicable, provided that\nExecutive shall cease being bound by such restrictions if the Company fails to\nsatisfy its obligations under Paragraph 7(a)(ii) or (iii).\n\n      12. Confidentiality.  Executive recognizes and acknowledges that the\n          ---------------                                                 \nCompany's trade secrets and other confidential or proprietary information, as\nthey may exist from time to time, are valuable, special, and unique assets of\nthe Company's business, access to and knowledge of which are essential to the\nperformance of Executive's duties hereunder.  Executive confirms that all such\ntrade secrets and other information constitute the exclusive property of the\nCompany.  During the Employment Term and thereafter without limitation of time,\nExecutive shall hold in strict confidence and shall not, directly or indirectly,\ndisclose or reveal to any person, or use for his own benefit or for the benefit\nof anyone else, any trade secrets, confidential dealings, or other confidential\nor proprietary information of any kind, nature or description (whether or not\nacquired, learned, obtained or developed by Executive alone or in conjunction\nwith others during the Employment Term) belonging to or concerning the Company\nor any of its subsidiaries or any of their customers or clients or others with\nwhom they now or hereafter have a business relationship, except (i) with the\nprior written consent of the Company duly authorized by its Board of Directors,\n(ii) in the course of the proper performance of Executive's duties hereunder,\n(iii) for information (x) that becomes generally available to the public other\nthan as a result of unauthorized disclosure by Executive or his affiliates or\n(y) that becomes available to Executive subsequent to the termination of his\nemployment hereunder and on a nonconfidential basis from a source other than the\nCompany or its subsidiaries who is not bound by a duty of confidentiality, or\nother contractual, legal or fiduciary obligation, to the Company or such\ncustomers, clients or others having a business relationship, or (iv) as required\nby applicable law or legal process.  The provisions of this Paragraph 12 shall\ncontinue in effect notwithstanding termination of Executive's employment\nhereunder for any reason.\n\n      13. Business Records.  Given the competitive environment in which the\n          ----------------                                                 \nCompany does business and the fiduciary relationship that Executive will have\nwith the Company hereunder, Executive agrees to promptly deliver to the Company,\nupon termination of his employment hereunder, or at any other time when the\nCompany so requests, all memoranda, notes, records, drawings, manuals and other\ndocuments (and all copies thereof and therefrom) in any way relating to the\nbusiness or affairs of the Company or any of its subsidiaries or any of their\nclients, whether made or compiled by Executive or furnished to him by the\nCompany or any of its employees, customers, clients, consultants or agents,\nwhich Executive may then possess or have under his control.  Executive confirms\nthat all such memoranda, notes, records, drawings, manuals and other documents\n(and all copies thereof and therefrom) constitute the exclusive property of the\nCompany. The obligation of confidentiality set forth in Paragraph 12 shall\ncontinue notwithstanding Executive's delivery of any such documents to the\nCompany.  The provisions of this Paragraph 13 shall continue in effect\nnotwithstanding termination of Executive's employment hereunder for any reason.\n\n                                      -11-\n\n \n     14.  Intellectual Property.\n          --------------------- \n\n     (a)  Disclosure.  Executive shall promptly disclose to the Company all\n          ----------                                                       \nideas, inventions, discoveries, processes, designs, methods, substances,\narticles, computer programs and improvements, whether or not patentable or\ncopyrightable (all of the foregoing being hereinafter collectively called\n'Intellectual Property'), which Executive conceives, invents, discovers, creates\nor develops, alone or with others, during the Employment Term, if such\nconception, invention, discovery, creation or development (i) occurs in the\ncourse of Executive's employment with the Company, or (ii) occurs with the use\nof the Company's or any of its subsidiaries' time, materials or facilities, or\n(iii) in the opinion of the Board of Directors of the Company, relates or\npertains in any way to the Company's or any of its subsidiaries' purposes,\nactivities or affairs.\n\n     (b)  Assignment.  Executive hereby assigns and agrees to assign to the\n          ----------                                                       \nCompany, its successors, assigns or designees, any and all of Executive's right,\ntitle and interest in and to all Intellectual Property that Executive is\nobligated to disclose to the Company pursuant to Paragraph 14(a).\n\n     (c)  Assistance.  Executive shall assist the Company in the preparation of\n          ----------                                                           \nand shall execute and deliver all disclosures, applications for patents or\nreissue of patents, rights of priority, assignments and other documents, give\nall testimony, and in general do all lawful things reasonably requested by the\nCompany to obtain, maintain and enforce United States and foreign patents and to\nobtain, maintain and enforce on behalf of the Company or its designee legal\ntitle and all rights in and to all Intellectual Property referred to in the\npreceding provisions of this Paragraph 14.\n\n     (d)  Records.  Executive shall prepare and maintain adequate and current\n          -------                                                            \nwritten records of all Intellectual Property within the scope of Paragraphs\n14(a) through 14(c) in the form of notes, sketches, drawings, memoranda or\nreports, all of which shall be promptly submitted by Executive to the Company\nand shall be owned exclusively by the Company.\n\n     (e)  Consideration and Expenses.  Executive shall perform his obligations\n          --------------------------                                          \nunder this Paragraph 14 at the Company's expense, but without any additional\ncompensation other than that which Executive receives by reason of his\nemployment with the Company or pursuant to any separate agreement between the\nCompany and Executive or any separate policy of the Company that may be in\neffect from time to time during the Employment Term.\n\n     (f)  Power of Attorney.  If the Company or its designee is unable for any\n          -----------------                                                   \nreason whatsoever to obtain Executive's signature to any documents that the\nCompany is entitled to require him to sign pursuant to this Paragraph 14,\nExecutive hereby irrevocably designates and appoints the Company as his agent\nand attorney-in-fact to act for and on behalf of him and in his stead to\nexecute, deliver and file all such documents (including, without limitation, all\napplications for United States and foreign patents or for the reissue of such\npatents) and to do all other lawful acts that the Company is entitled to require\nExecutive to do pursuant to this Paragraph 14.\n\n                                      -12-\n\n \n     (g)  Survival.  The provisions of this Paragraph 14 shall continue in\n          --------                                                        \neffect notwithstanding termination of Executive's employment hereunder for any\nreason.\n\n     15.  Assistance in Litigation.  During the Employment Term and for a period\n          ------------------------                                              \nof three years thereafter, Executive shall, upon reasonable notice, furnish such\ninformation and proper assistance to the Company as may reasonably be required\nby the Company in connection with any litigation in which the Company or any of\nits subsidiaries or affiliates is, or may become, a party. The Company shall\nreimburse Executive for all reasonable out-of-pocket expenses incurred by\nExecutive in rendering such assistance.  The provisions of this Paragraph 16\nshall continue in effect notwithstanding termination of Executive's employment\nhereunder for any reason.\n\n     16.  Withholding Taxes.  The Company may withhold from any payments to be\n          -----------------                                                   \nmade to Executive hereunder such amounts (including social security\ncontributions and federal income taxes) as shall be required by federal, state\nand local withholding tax laws.\n\n     17.  No Effect on Other Contractual Rights.  The provisions of this\n          -------------------------------------                         \nAgreement, and any payment provided for hereunder, shall not reduce any amounts\notherwise payable to Executive, or in any way diminish Executive's rights as an\nemployee of the Company, whether existing now or hereafter, under any employee\nbenefit plan, program or arrangement or other contract or agreement of the\nCompany providing benefits to Executive.\n\n      18. Arbitration.  The Company and Executive agree to submit to final and\n          -----------                                                         \nbinding arbitration any and all disputes, claims (whether in tort, in contract,\nstatutory or otherwise) and\/or disagreements concerning the interpretation or\napplication of this Agreement; provided, however, that notwithstanding the\nforegoing, in no event shall any dispute, claim or disagreement arising under\nParagraphs 11, 12, 13 and 14 be submitted to arbitration pursuant to this\nParagraph 18 or otherwise.  Any dispute, claim and\/or disagreement subject to\narbitration pursuant to the terms of this Paragraph 18 shall be resolved by\narbitration in accordance with the Commercial Arbitration Rules of the American\nArbitration Association or any successor organization (the 'Association') then\nin effect.  Arbitration under this provision must be initiated within 30 days of\nthe action, inaction or occurrence about which the party initiating the\narbitration is complaining.  Within ten days of the initiation of an arbitration\nhereunder, each party will designate an arbitrator pursuant to Rule 14 of the\nAssociation's Rules, and within 10 days thereafter the appointed arbitrators\nwill appoint a neutral arbitrator from the panel in the manner prescribed in\nRule 13 of the Association's Rules; provided, however, that if the Company and\nExecutive mutually agree, the arbitration may be conducted by a single\narbitrator selected by agreement of the Company and Executive.  Executive and\nthe Company agree that the decision of the arbitrators selected hereunder will\nbe final and binding on both parties.  This arbitration provision is expressly\nmade pursuant to and shall be governed by the Federal Arbitration Act, 9 U.S.C.\nSections 1-14.  The parties hereto agree that pursuant to Section 9 of such Act\na judgment of any state court located in Crawford County, Arkansas, shall be\nentered upon the award made pursuant to the arbitration.\n\n                                      -13-\n\n \n     19.  Injunctive Relief.  In recognition of the fact that a breach by\n          -----------------                                              \nExecutive of any of the provisions of Paragraphs 11, 12, 13 and 14 will cause\nirreparable damage to the Company for which monetary damages alone will not\nconstitute an adequate remedy, the Company shall be entitled as a matter of\nright (without being required to prove damages or furnish any bond or other\nsecurity) to obtain a restraining order, an injunction, an order of specific\nperformance or other equitable or extraordinary relief from any court of\ncompetent jurisdiction restraining any further violation of such provisions by\nExecutive or requiring him to perform his obligations hereunder.  Such right to\nequitable or extraordinary relief shall not be exclusive but shall be in\naddition to all other rights and remedies to which the Company may be entitled\nat law or in equity, including without limitation the right to recover monetary\ndamages for the breach by Executive of any of the provisions of this Agreement.\n\n     20.  Survival.  Neither the expiration of the term of Executive's\n          --------                                                    \nemployment hereunder nor any other termination of this Agreement shall impair\nthe rights or obligations of either party hereto which shall have accrued\nhereunder prior to such expiration or termination.  The provisions of Paragraphs\n11, 12, 13, 14, 15, 18 and 19 and the rights and obligations of the parties\nthereunder, shall survive the expiration or termination of the term of\nExecutive's employment hereunder; provided, however, that the provisions of\nParagraph 11 shall survive the termination or expiration of this Agreement only\nif the Employment Termination Date occurs before the expiration of the\nEmployment Term and only to the extent specified in Paragraph 11.\n\n     21. Notices.  All notices, requests, demands and other communications\n          -------                                                          \nrequired or permitted to be given or made hereunder by either party hereto shall\nbe in writing and shall be deemed to have been duly given or made (i) when\ndelivered personally, or (ii) when deposited in the United States mail, first\nclass registered or certified mail, postage prepaid, return receipt requested,\nto the party for which intended at the following addresses (or at such other\naddresses as shall be specified by the parties by like notice, except that\nnotices of change of address shall be effective only upon receipt):\n\n          If to the Company, at:\n\n               Loislaw.com, Inc.\n               105 North 28th Street\n               Van Buren, AR 72956\n               Attn: Chief Executive Officer\n\n          with a copy to:\n\n               Kenn W. Webb, Esq.\n               Thompson &amp; Knight, P.C.\n               1700 Pacific Avenue, Suite 3300\n               Dallas, Texas 75201\n\n                                      -14-\n\n \n          If to Executive:\n\n               Mark Beyland\n               105 North 28th Street\n               Van Buren, AR  72956\n\n     22.  Entire Agreement.  This Agreement constitutes the entire agreement\n          ----------------                                                  \nbetween the parties hereto concerning the subject matter hereof and supersedes\nall prior agreements and understandings, both written and oral, between the\nparties with respect to such subject matter.\n\n     23.  Binding Effect; Assignment; No Third Party Benefit.  This Agreement\n          --------------------------------------------------                 \nshall be binding upon and inure to the benefit of the parties hereto and their\nrespective heirs, legal representatives, successors and assigns; provided,\nhowever, that Executive shall not assign or otherwise transfer this Agreement or\nany of his rights or obligations hereunder without the prior written consent of\nthe Company (except that any rights that Executive may have hereunder at the\ntime of his death may be transferred by will or pursuant to the laws of descent\nand distribution). Nothing in this Agreement, express or implied, is intended to\nor shall confer upon any person other than the parties hereto, and their\nrespective heirs, legal representatives, successors and permitted assigns, any\nrights, benefits or remedies of any nature whatsoever under or by reason of this\nAgreement.\n\n     The Company may:  (i) as long as it remains obligated with respect to this\nAgreement, cause its obligations hereunder to be performed by a subsidiary or\nsubsidiaries for which Executive performs services, in whole or in part; (ii)\nassign this Agreement and its rights hereunder in whole, but not in part, to any\ncorporation with or into which it may hereafter merge or consolidate or to which\nit may transfer all or substantially all of its assets, if said corporation\nshall by operation of law or expressly in writing assume to the reasonable\nsatisfaction of Executive all liabilities of the Company hereunder as fully as\nif it had been originally named the Company herein; but may not otherwise assign\nthis Agreement or its rights hereunder.  Subject to the foregoing, this\nAgreement shall inure to the benefit of and be enforceable by the Company's\nsuccessors and assigns.\n\n     24.  Nonalienation of Benefits.  Executive shall not have any right to\n          -------------------------                                        \npledge, hypothecate, anticipate or in any way create a lien upon any payments or\nother benefits provided under this Agreement; and no benefits payable hereunder\nshall be assignable in anticipation of payment either by voluntary or\ninvoluntary acts, or by operation of law, except by will or pursuant to the laws\nof descent and distribution.\n\n     25.  Amendment.  This Agreement may not be modified or amended in any\n          ---------                                                       \nrespect except by an instrument in writing signed by both of the parties hereto.\n\n     26.  Waiver.  Any term or condition of this Agreement may be waived at any\n          ------                                                               \ntime by the party hereto that is entitled to have the benefit thereof, but such\nwaiver shall only be effective if evidenced by a writing signed by such party,\nand a waiver on one occasion shall not be deemed to\n\n                                      -15-\n\n \nbe a waiver of the same or any other type of breach on a future occasion. No\nfailure or delay by a party hereto in exercising any right or power hereunder\nshall operate as a waiver thereof nor shall any single or partial exercise\nthereof preclude any other or further exercise thereof or the exercise of any\nother right or power.\n\n     27.  Authority.  No person, other than pursuant to a resolution duly\n          ---------                                                      \nadopted by the members of the Board of Directors of the Company, shall have\nauthority on behalf of the Company to agree to modify, amend or waive any\nprovision of this Agreement or take any action in reference hereto.\n\n     28.  Severability.  If any provision of this Agreement is held to be\n          ------------                                                   \nunenforceable, (a) this Agreement shall be considered divisible, (b) such\nprovision shall be deemed inoperative to the extent it is deemed unenforceable,\nand (c) in all other respects this Agreement shall remain in full force and\neffect; provided, however, that if any such provision may be made enforceable by\nlimitation thereof, then such provision shall be deemed to be so limited and\nshall be enforceable to the maximum extent permitted by applicable law.\n\n     29.  GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND\n          -------------                                                        \nENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARKANSAS WITHOUT REGARD TO\nTHE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.\n\n     30.  Counterparts.  This Agreement may be executed by the parties hereto in\n          ------------                                                          \nany number of counterparts, each of which shall be deemed an original, but all\nof which shall constitute one and the same agreement.\n\n     31.  Interest on Late Payments.  The Company's obligation to pay Executive\n          -------------------------                                            \nany amounts under this Agreement, if not paid by the time specified for payment\nherein, shall bear interest at the rate of 18% per annum or, if different, the\nmaximum rate allowed by law until paid by the Company, and all accrued and\nunpaid interest shall bear interest at the same rate, all of which interest\nshall be compounded daily.\n\n                                      -16-\n\n \n     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on\nits behalf by its duly authorized officer, and Executive has executed this\nAgreement, as of the date first set forth above.\n\n                              LOISLAW.COM, INC.\n\n\n\n                              By: \/s\/Kyle D. Parker\n                                 ----------------------------------------------\n                                 Name:  Kyle D. Parker\n                                 Title: Chairman of the Board and\n                                        Chief Executive Officer\n\n\n\n                                 \n                                  \/s\/Mark O. Beyland\n                                 -----------------------------------------------\n                                 Mark O. Beyland\n\n\n\n\n\n                                                  \n\n                                      -17-\n\n \n                                   EXHIBIT A\n                                   ---------\n\n\nThe Thomson Corporation and its legal publishing companies (including West\nGroup\/West Publishing\/Westlaw)\nReed Elsevier and its legal publishing companies (including LEXIS-NEXIS, Matthew\nBender and Shepard's)\nWolters Kluwer and its legal publishing companies (including CCH Inc.)\nAnderson Publishing\nDanby Publishing\nlaw.com\nFindlaw.com\nVersusLaw\nNolo Press\nBNA\nAmerican Lawyer Media\nWasserstein Pirella\nPublic Records Corporation\nCDB Infotek\nLRP Publications\nQuicklaw\nBarclays Law Publishers\nUnited Communications\nCongressional Quarterly Inc.\nWashington Post\nNew York Law Publishing\nLegi-Tech\n\n                                      -18-\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8072],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9544],"class_list":["post-39318","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-loislawcom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39318","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39318"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39318"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39318"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39318"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}