{"id":39497,"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-quotesmith-com-inc-and-burke-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-quotesmith-com-inc-and-burke-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-quotesmith-com-inc-and-burke-a.html","title":{"rendered":"Employment Agreement &#8211; Quotesmith.com Inc. and Burke A. Christensen"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n         Quotesmith.com, Inc., a Delaware corporation (the 'Company') and Burke\nA. Christensen ('Executive') enter into this Employment Agreement as of July 7,\n1999 (the 'Agreement'), effective as of the effective date of the Company's\nRegistration Statement on Form S-1 (Registration Number 333-79355) filed with\nthe Securities and Exchange Commission related to its initial public offering of\nthe Company's common stock (the 'Effective Date').\n\n         WHEREAS, Company is planning an initial public offering of its stock,\nand has begun to take the necessary steps in furtherance of this course of\naction;\n\n         WHEREAS, as a condition to taking the Company public, the parties have\nagreed to enter into a new Agreement; and\n\n         WHEREAS, both the Executive and the Company are willing to enter into\nthis Agreement upon the terms and conditions herein set forth;\n\n         NOW THEREFORE, in consideration of the mutual covenants and agreements\nset forth in this Agreement, and for good and valuable consideration, the\nreceipt and sufficiency of which is hereby acknowledged, the Company and\nExecutive hereby covenant and agree as follows:\n\n         1.       TERM OF EMPLOYMENT. The Company shall employ Executive, and\nExecutive shall be employed by the Company for the period that ends on December\n31, 2001 or such earlier date as Executive's employment terminates under Section\n3 of this Agreement (the 'Employment Term'). After expiration of the initial\nterm, as set forth herein, the Employment Term shall automatically be renewed\neach January 1 for successive one-year terms unless the Company or Executive\ndelivers written notice to the other party at least sixty (60) days preceding\nthe expiration of the initial term or any one-year extension date of the\nintention not to extend the term of this Agreement.\n\n         2.       PERFORMANCE OF DUTIES. Executive shall have the title of\nVice President of Operations and General Counsel. Executive will report to the\nCompany's President and Chief Executive Officer, or such other officer as the\nBoard of Directors may direct. Executive will have such powers and perform such\nduties as are normally incident to the position of Vice President as provided in\nthe Company's by-laws and in accordance with applicable law. Executive will\ndischarge his duties subject to and in observance of such reasonable rules,\nregulations, policies, directions and restrictions as may be established from\ntime to time by the Company.\n\nThroughout the Employment Term, Executive shall devote substantially his full\nbusiness time, attention, knowledge and skills, faithfully, diligently and to\nthe best of his ability, to the active performance of his duties and\nresponsibilities hereunder, and do such traveling as may reasonably be required\nin connection with the performance of such duties and responsibilities.\n\n\n\n\n\n\n\n\n         3.       COMPENSATION.\n\n                  (a) BASE SALARY. For services rendered by Executive to the\nCompany during the Employment Term the Company will pay Executive an annual base\nsalary payable in monthly or more frequent installments, in accordance with the\nusual payroll practice of the Company in an amount equal to $150,000 (the 'Base\nSalary'), less income tax withholdings and other normal employee deductions. The\nBase Salary shall not be decreased during the Employment Term but may, at the\nsole discretion of the Company, from time to time be increased by an amount\nwhich the Company deems appropriate.\n\n                  (b) BONUS. At the reasonable determination of the Board, the\nExecutive shall be eligible to receive an annual bonus based upon the factors\nreasonably chosen by the Board, including, without limitation, the profitability\nof the Company and performance of, or contribution by, Executive with respect\nthereto. Such bonus shall be payable within ninety (90) days after the end of\nthe fiscal year in which it is earned.\n\n                  (c) VACATION. Throughout the Employment Term, Executive will\nbe entitled to take, at such times as are mutually convenient to Executive and\nthe Company, a total of three (3) weeks of paid vacation annually in accordance\nwith the Company's policy.\n\n                  (d) FRINGE BENEFITS. The Company shall make available to\nExecutive, throughout the Employment Term, such benefits and perquisites as are\ngenerally provided by the Company to its executive employees. Executive shall be\neligible to participate in and receive coverage and benefits under all group\ninsurance, stock ownership and other employee benefit plans, programs and\narrangements of the Company which are now or hereafter adopted by the Company\nfor the benefit of its senior executive employees, subject to and on a basis\nconsistent with the terms, conditions and overall administration of such plans,\nprograms and arrangements.\n\n                  (e) BUSINESS EXPENSES. The Company shall reimburse Executive\nfor the reasonable and necessary business expenses incurred by Executive in\nconnection with the performance of his employment duties during the Employment\nTerm. Such expenses shall include, but are not limited to, all expenses of\ntravel and living expenses while away from home on business or at the request of\nand in the service of the Company, provided that such expenses are incurred and\naccounted for in accordance with the policies and procedures established by the\nCompany. Reimbursement shall be made upon the presentation by Executive to the\nCompany of reasonably detailed statements of such expenses.\n\n         4        TERMINATION.\n\n\n\n\n\n\n                  (a) FOR CAUSE. The Employment Term may be terminated at any\ntime at the option of the Company for 'Cause,' as defined in this subsection\n(a), effective upon Notice of Termination, as defined in subsection (f), to\nExecutive. As used in this Agreement, the term 'Cause' means: (i) Executive's\nconviction of, or plea of nolo contendere to, a felony; (ii) Executive's breach\nof any legal duty of loyalty to the Company, misappropriation of the Company's\nfunds, or dishonest, fraudulent, illegal or unethical business conduct; (iii)\nExecutive's failure to satisfactorily perform his duties under this Agreement,\nwhich failure continues after notice from the Company and a reasonable cure\nperiod; (iv) Executive's breach of the obligations provided in sections 6, 7 or\n8 of this Agreement; (v) Executive's illegal use of controlled substances, (vi)\nany material breach of this Agreement by the Executive (other than one\nidentified above) which shall continue after notice from the Company and a\nreasonable cure period. Termination for Cause shall be effective immediately for\nthose events described in subparagraphs (i), (ii), (iv), and (v). Termination\nfor Cause shall be effective immediately upon the giving of notice by the\nCompany to Executive of the continuance of Executive's failure to perform or\ncomply with respect to the items described in subparagraph (iii) above or the\ncontinuance of a breach described in subparagraph (vi) above. In the event that\nthe Executive is purportedly terminated for cause and a court, arbitrator, or\nother tribunal having jurisdiction determines that Cause was not present, then\nsuch purported termination for Cause shall be deemed a termination without Cause\npursuant to section 4(b) and Executive's rights and remedies will be governed by\nsection 4(g) hereof, in full satisfaction and in lieu of any and all other or\nfurther remedies the Executive may have.\n\n                  (b) WITHOUT CAUSE. The Company may terminate the Executive\nwithout Cause and for any reason effective upon Notice of Termination to the\nExecutive or such later date as may be specified in such notice.\n\n                  (c) DEATH. The Employment Term shall terminate automatically\neffective upon the death of Executive.\n\n                  (d) DISABILITY. The Employment Term shall terminate\nautomatically effective upon Notice of Termination to Executive (or such later\ndate as may be specified in such notice) following a determination by the Board\nof Directors that the Executive is unable to perform the essential functions of\nhis employment position due to a disability of Executive that cannot be\nreasonably accommodated by the Company.\n\n                  (e) TERMINATION BY EXECUTIVE. Executive may terminate the\nEmployment Term upon Notice of Termination to the Company delivered at least 60\ndays before the effective date of termination.\n\n                  (f) NOTICE OF TERMINATION. Any termination of the Employment\nTerm by the Company or by Executive (other than termination upon Executive's\ndeath) shall be communicated by written Notice of Termination to the other party\nhereto. For purposes of this Agreement, a 'Notice of Termination' shall mean a\nnotice which shall indicate the specific termination provision \n\n\n                                       3\n\nin this Agreement relied upon and shall set forth in reasonable detail the facts\nand circumstances claimed to provide a basis for termination of the Employment\nTerm under the section so indicated.\n\n                  (g) TERMINATION DISPUTES. If, within 30 days after any Notice\nof Termination is given, the party receiving such Notice of Termination notifies\nthe other party that a dispute exists concerning the termination, the Date of\nTermination shall be the date on which the dispute is finally determined, either\nby mutual written agreement of the parties, by a binding and final arbitration\naward or by a final judgment, order or decree of a court of competent\njurisdiction (the time for appeal therefrom having expired and no appeal having\nbeen perfected).\n\n         5.       SEVERANCE BENEFITS.\n\n                  (a) TERMINATION FOR CAUSE OR BY EXECUTIVE. If the Employment\nTerm is terminated by the Company for Cause under section 4(a) of this\nAgreement, or if the Employment Term is terminated by the Executive under\nsection 4(e) of this Agreement, the Company shall have no further liability\nunder this Agreement except to pay Executive (i) the value of any accrued salary\nor other compensation due to Executive as of the effective date of such\ntermination, and (ii) any benefit payable under the employee benefit plans,\nprograms and arrangements of the Company in which Executive is a participant on\nthe date of delivery of the Notice of Termination.\n\n                  (b) TERMINATION WITHOUT CAUSE. If the Employment Term is\nterminated by the Company without Cause (other than because of death or\ndisability) under section 4(b), the Company shall pay Executive (A) the value of\nany accrued salary or other compensation due to Executive as of the effective\ndate of such termination, (B) any benefit payable under the employee benefit\nplans, programs and arrangements of the Company in which Executive is a\nparticipant on the date of delivery of Notice of Termination, and (C) severance\nbenefits in an amount equal to the product of Executive's Base Salary in effect\nas of the date of such termination, multiplied by one, payable in a lump sum on\nor before the fifteenth date following the date of termination.\n\n                  (c) COMPENSATION UPON DEATH. If the Employment Term is\nterminated by the death of the Executive, the Company shall have no further\nliability under this Agreement except to pay Executive (i) the value of any\naccrued salary, or other compensation due to Executive as of the date of the\nExecutive's death, and (ii) any benefit payable under all employee benefit\nplans, programs and arrangements of the Company in which Executive is a\nparticipant on the date of his death.\n\n                  (d) COMPENSATION UPON DISABILITY. If the Employment Term is\nterminated by the Company under section 4(d) of this Agreement due to\nExecutive's disability, the Company shall have no further liability under this\nAgreement except to pay Executive (i) the value of any accrued salary or other\ncompensation due to Executive as of the effective date of such termination, and\n(ii) any benefit payable under the employee benefit plans, programs and\narrangements of the Company in which Executive is a participant on the date of\ndelivery of the Notice of Termination, provided, however, that in the event\nExecutive is paid disability benefits under any disability benefit plan of the\n\n\n\n                                       4\n\n\nCompany in which he participates, any salary payments made to Executive during\nsuch period shall be reduced by the sum of such amounts.\n\n         6.       CONFIDENTIAL INFORMATION.\n\n                  (a) DISCLOSURE AND USE. Executive shall not disclose or use at\nany time, either during or after Executive's employment with the Company or any\nother direct or indirect subsidiary of the Company (collectively referred to\nherein as the 'Company'), any trade secrets or other confidential information,\nwhether patentable or not, of the Company, including but not limited to,\ntechnical or non-technical data, a formula, pattern, compilation, program,\ndevice, method, technique, drawing, process, financial data, or list of actual\nor potential customers or suppliers, of which Executive is or becomes informed\nor aware during his employment, whether or not developed by Executive, except\n(i) as may be required for Executive to perform his employment duties with the\nCompany; (ii) to the extent such information has been disclosed to Executive by\na third party who is not subject to restriction on the dissemination of such\ninformation or becomes generally available to the public other than as a result\nof a disclosure by a party who is not subject to restriction on the\ndissemination of such information; (iii) information which must be disclosed as\na result of a subpoena or other legal process, after the Company has had the\nopportunity to request a suitable protective order for such information, or (iv)\nunless Executive shall first secure the Company's prior written authorization.\nThis covenant shall survive the termination of Executive's employment with the\nCompany, and shall remain in effect and be enforceable against Executive for so\nlong as any such Company secret or confidential information retains economic\nvalue, whether actual or potential, from not being generally known to other\npersons who can obtain economic value from its disclosure or use. Executive\nshall execute such reasonable further agreements of Executive's obligations to\nthe Company concerning non-disclosure of Company trade secrets and confidential\ninformation as the Company may require from time to time.\n\n                  (b) RETURN OF MATERIALS. Upon termination of the Employment\nTerm, Executive (or in the event of termination due to Executive's death, his\nestate or devisee, legatee or other designee, as applicable) shall promptly\ndeliver to the Company all assets of the Company, including materials of a\nsecret or confidential nature relating to the Company's business, which are in\nthe possession or under the control of Executive.\n\n         7.       INVENTIONS AND DISCOVERIES. Executive hereby assigns to the \nCompany all of his rights, title and interest in and to all inventions,\ndiscoveries, processes, designs and other intellectual property, including\nwithout limitation, copyrights, patents, trademarks and trade names (hereinafter\nreferred to collectively as the 'Inventions'), and all improvements on existing\nInventions made or discovered by Executive during the Employment Term. Promptly\nupon the development or making of any such Invention or improvement thereon,\nExecutive shall disclose the same to the Company and shall execute and deliver\nto the Company such reasonable documents as the Company may request to confirm\nthe assignment of Executive's rights therein and, if requested by the Company,\nshall assist the Company in applying for copyrights and trademark protection and\nin applying for and prosecuting any patents which may be available for said\nInvention or improvement. The Company \n\n                                       5\n\n\nacknowledges and hereby notifies Executive that this section 6 does not apply to\nan Invention for which no equipment, supplies, facility or trade secret\ninformation of the Company was used and which was developed entirely on\nExecutive's own time, unless (a) the Invention relates to (i) the business of\nthe Company, or (ii) the Company's actual or demonstrably anticipated research\nor development, or (b) the Invention results from any work performed by\nExecutive for the Company.\n\n\n\n         8.       RESTRICTIVE COVENANTS.\n\n                  (a) RESTRICTION ON COMPETITION. During the Employment Term and\nfor a two-year period following the Employment Term, Executive shall not,\nwithout the prior written authorization of the Board of Directors of the\nCompany, directly or indirectly render services of a business, professional or\ncommercial nature (whether for compensation or otherwise) to any person or\nentity competitive or adverse to the Company's business welfare or engage in any\nactivity whether alone, as a partner, or as an officer, director, employee,\nconsultant, independent contractor, or stockholder in any other corporation,\nperson, or entity which is competitive with or adverse to the Company's business\nwelfare. This section 8(a) shall not, however, prohibit Executive from investing\nin the publicly traded securities issued by any such competitive or adverse\ncorporation, provided the holdings thereof by Executive do not constitute more\nthat two percent of any one class of such securities.\n\n                  (b) RESTRICTION ON EMPLOYEE SOLICITATION. During the\nEmployment Term and for a two-year period following the Employment Term,\nExecutive shall not employ or attempt to employ or assist anyone else to employ\nany person who is at such time, or at any time during the preceding year was, an\nemployee of or consultant to the Company, provided that this clause shall not\nrestrict Executive from employing a third party vendor who supplies generic\nservices to the industry. As used in this section 8, the verb 'employ' shall\ninclude its variations, for example, retain, engage or conduct business with;\nthe term the 'Company' shall include subsidiaries or affiliates, if any, of the\nCompany.\n\n                  (c) REASONABLE SCOPE AND TIME. The parties acknowledge that\nthe time, scope, and other provisions of this Agreement have been specifically\nnegotiated by the parties and agree that all such provisions are reasonable\nunder the circumstances and are given as an integral and essential part of\nExecutive's employment hereunder. In the event that any covenant contained in\nthis Agreement is determined by any court of competent jurisdiction to be\nunenforceable by reason of its extending for too great a period of time or by\nreason of its being too extensive in any other respect, it shall be interpreted\nto extend only over the maximum period of time for which it may be enforceable\nand to the maximum intent in all other respects as to which it may be\nenforceable, all as determined by such court in such action.\n\n         9.       SEVERABILITY. If any provision of this Agreement is held \ninvalid or unenforceable, either in its entirety or by virtue of its scope or\napplication to given circumstances, such provision \n\n\n\n                                       6\n\n\nshall thereupon be deemed (i) modified only to the extent necessary to render it\nvalid, or (ii) not applicable to given circumstances, or (iii) excised from this\nAgreement, as the situation may require, and this Agreement shall be construed\nand enforced as if such provision had been included herein as so modified in\nscope or application, or had not been included herein, as the case may be.\n\n         10.      ARBITRATION OF DISPUTES. Any controversy or claim arising out\nof or relating to this Agreement, or the breach of this Agreement, (other than a\ncontroversy arising out of or relating to Sections 6, 7 or 8 hereof), shall be\nsettled by arbitration in Chicago, Illinois, conducted in accordance with the\nAmerican Arbitration Association Commercial Arbitration Rules and the\nSupplementary procedures for Large, Complex Disputes, by an independent\narbitrator. Either the Company or Executive may institute such arbitration\nproceeding by giving written notice to the other party. The decision of the\narbitrator shall be final and binding upon both parties hereto. Judgment upon\nthe award rendered by the arbitrator may be entered in any court having\njurisdiction thereof.\n\n         11.      ENFORCEMENT. Executive hereby acknowledges that the Company \nwould suffer irreparable injury if the provisions of sections 6, 7, and 8\nherein, which shall survive the termination of this Agreement, were breached and\nthat the Company's remedies at law would be inadequate in the event of such\nbreach or threatened breach. Accordingly, Executive hereby agrees that any such\nbreach or threatened breach may, in addition to any and all other available\nremedies (including those remedies provided in section 10), be preliminarily and\npermanently enjoined in a court of law or equity by the Company without bond.\n\n         12.      LEGAL FEES AND EXPENSES. In the event of litigation or \narbitration under this Agreement, the prevailing party shall be entitled, in\naddition to such other relief as may be granted, to its attorneys' fees and\ncosts incurred by reason of such litigation or arbitration.\n\n         13.      GENERAL PROVISIONS.\n\n                  (a) NOTICES. Any notice, request, demand or other\ncommunication required or permitted to be given hereunder shall be in writing\nand personally delivered or sent by registered or certified mail, return receipt\nrequested, or by a facsimile, telegram or telex followed by a confirmation\nletter sent by registered or certified mail, return receipt requested, addressed\nas follows:\n\n         To the Company:                    Quotesmith.com, Inc.\n                                            8205 South Cass\n                                            Darien, IL 60561\n                                            Attention:  President\n                                            Fax:  (800) 515-0270\n\n                                       7\n\n\n         with a copy to:                    Craig C. Bradley, Esq.\n                                            Freeborn &amp; Peters\n                                            311 South Wacker Drive\n                                            Suite 3000\n                                            Chicago, Illinois  60606\n                                            Fax:     (312) 360-6573\n\n         To Executive:                      Mr. Burke A. Christensen\n                                            8205 South Cass\n                                            Darien, IL 60561\n\nEither the Company or Executive may, at any time, by notice to the other,\ndesignate another address for service of notice on such party. When the letter,\nfacsimile, telegram or telex is dispatched as provided for above, the notice\nshall be deemed to be made when the addressee receives the letter, facsimile,\ntelegram or telex, or within three days after it is sent, whichever is earlier.\n\n                  (b) AMENDMENTS. Neither this Agreement nor any of the terms or\nconditions hereof may be waived, amended or modified except by means of a\nwritten instrument duly executed by the party to be charged therewith.\n\n                  (c) CAPTIONS AND HEADINGS. The captions and section headings\nused in this Agreement are for convenience of reference only, and shall not\naffect the construction or interpretation of this Agreement or any of the\nprovisions hereof.\n\n                  (d) GOVERNING LAW. This Agreement, and all matters or disputes\nrelating to the validity, construction, performance or enforcement hereof, shall\nbe governed, construed and controlled by and under the laws of the State of\nIllinois without regard to principles of conflicts of law.\n\n                  (e) SUCCESSORS AND ASSIGNS. This Agreement shall be binding\nupon and shall inure to the benefit of the parties hereto and their respective\nheirs, executors, administrators, personal representatives, successors and\npermitted assigns.\n\n                  (f) COUNTERPARTS.  This  Agreement  may be executed in any \nnumber of counterparts, each of which shall be deemed to be an original hereof,\nbut all of which together shall constitute one and the same instrument.\n\n                  (g) ENTIRE AGREEMENT. Except as otherwise set forth or\nreferred to in this Agreement, this Agreement constitutes the sole and entire\nagreement and understanding between the parties hereto as to the subject matter\nhereof, and supersedes all prior discussions, agreements and understandings of\nevery kind and nature between them as to such subject matter.\n\n                  (h) RELIANCE BY THIRD PARTIES. This Agreement is intended for\nthe sole and exclusive benefit of the parties hereto and their respective heirs,\nexecutors, administrators, personal \n\n\n\n                                       8\n\nrepresentatives, successors and permitted assigns, and no other person or entity\nshall have any right to rely on this Agreement or to claim or derive any benefit\ntherefrom absent the express written consent of the party to be charged with\nsuch reliance or benefit.\n\n         14. EFFECTIVE DATE. This Agreement shall be effective on the Effective\nDate. If the initial public offering is not consummated, this Agreement shall be\nnull and void.\n\n         15. ACKNOWLEDGMENT. EXECUTIVE ACKNOWLEDGES THAT HE HAS READ, UNDERSTOOD\nAND ACCEPTS THE PROVISIONS OF THIS AGREEMENT. HE ALSO ACKNOWLEDGES THAT HE HAS\nHAD THE OPPORTUNITY TO AND HAS REVIEWED THE TERMS AND CONDITIONS OF THIS\nAGREEMENT.\n\n                            [Signature page follows]\n\n\n\n\n\n\n\n\n                                       9\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed this Employment Agreement\nas of the date written above.\n\n\n                                           QUOTESMITH.COM, INC.\n\n\n\n                                           By: \/s\/ ROBERT S. BLAND\n                                              ----------------------------------\n                                                   Robert S. Bland, President\n\n\n\n                                           By: \/s\/ BURKE A. CHRISTENSEN\n                                              ----------------------------------\n                                                   Burke A. Christensen\n                                                   Vice President of Operations\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       10\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8629],"corporate_contracts_industries":[9443],"corporate_contracts_types":[9539,9544],"class_list":["post-39497","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-quotesmithcom-inc","corporate_contracts_industries-insurance__agents","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\/39497","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=39497"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39497"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39497"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39497"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}