{"id":39501,"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-thomas-a-munro.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-quotesmith-com-inc-and-thomas-a-munro","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-quotesmith-com-inc-and-thomas-a-munro.html","title":{"rendered":"Employment Agreement &#8211; Quotesmith.com Inc. and Thomas A. Munro"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n         Quotesmith.com, Inc., a Delaware corporation (the 'Company') and Thomas\nA. Munro ('Executive') enter into this Employment Agreement as of July 7, 1999\n(the 'Agreement'), effective as of 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 Employment Agreement;\n\n         WHEREAS, the Company desires to employ Executive upon the terms and\nsubject to the conditions of this Agreement; and\n\n         WHEREAS, Executive desires to be employed by the Company upon the terms\nand subject to the conditions of this Agreement.\n\n         NOW THEREFORE, in consideration of the mutual covenants and agreements\nset forth below, and for good and valuable consideration, the receipt and\nsufficiency of which is hereby acknowledged, the Company and Executive hereby\ncovenant and agree as follows:\n\n         1. Definitions. For purposes of this Agreement, the following\ncapitalized terms shall have the following meanings, and all other capitalized\nterms used in this Agreement but not defined in this paragraph 1 shall have the\nmeanings assigned elsewhere in this Agreement:\n\n         'Base Salary' means $225,000.\n\n         'Cause' means:\n\n                  (i)      Executive's conviction of (or plea of no contest or\n                  similar plea to) a felony; or\n\n                  (ii)     Executive's intentional continuing refusal to\n                  substantially perform his obligations and duties under this\n                  Agreement (except by reason of incapacity due to illness or\n                  accident) if he (a) shall have failed to remedy the alleged\n                  breach caused by such conduct within 30 days from the date\n                  written notice is given by the Company demanding that he\n                  remedy the alleged breach caused by such conduct, or (b) shall\n                  have failed to take reasonable steps in good faith to that end\n                  during such 30-day period, provided that after the end of such\n                  30-day period there shall have been delivered to Executive a\n                  certified copy of a resolution of the Board of Directors of\n                  the Company, taken at a meeting of the Board of Directors at\n                  which Executive, together with his counsel, is given the\n                  opportunity to be heard, finding that Executive was guilty of\n                  intentionally refusing to substantially perform his\n                  obligations and duties \n\n\n\n\n\n\n                  under this Agreement and specifying the details thereof, and\n                  that Executive has failed to take reasonable steps in good\n                  faith to remedy the alleged breach caused by such conduct,\n\n                  (iii)      upon a finding that Executive engaged in willful \n                  fraud or defalcation, either of which involved funds or other\n                  assets of the Company; or\n\n                  (iv)       upon Executive's breach of any material term of \n                  this Agreement (including, but not limited to, the noncompete\n                  and confidentiality provisions in paragraphs 7 and 8).\n\n         'Change in Control' means and shall be deemed to occur:\n\n                  (i)        in the event any 'person' (as such term is used in\n                  paragraphs 13(d) and 14(d) of the Exchange Act) (other than\n                  Robert S. Bland and his affiliates) or more than one such\n                  person acting as a group, other than a trustee or other\n                  fiduciary holding securities under an employee benefit plan of\n                  the Company, is or becomes the 'beneficial owner' (as defined\n                  in Rule 13d-3 under the Exchange Act), directly or indirectly,\n                  of the securities of the Company, in a transaction or a series\n                  of transactions, representing thirty percent (30%) or more of\n                  the combined voting power of the Company's then outstanding\n                  securities ordinarily having the right to vote for the\n                  election of directors of the Company;\n\n                  (ii)       during any period of two consecutive years during \n                  the Employment Period, individuals who at the beginning of the\n                  Employment Period constitute the Board of Directors of the\n                  Company cease for any reason to constitute at least a majority\n                  thereof, unless the election, or the nomination for election\n                  by the Company's stockholders, of each director who was not a\n                  director at the beginning of the Employment Period has been\n                  approved in advance by directors representing at least\n                  two-thirds of the directors then in office who were (A)\n                  directors at the beginning of the Employment Period, or (B)\n                  previously approved in accordance with this subparagraph (ii);\n\n                  (iii)      the Company sells or otherwise disposes of all or\n                  substantially all of its assets; and\n\n                  (iv)       the Company participates in a merger or \n                  consolidation and, immediately following the consummation of\n                  such merger or consolidation, the Company's stockholders prior\n                  to such merger or consolidation do not own 50% or more of the\n                  voting shares of stock of the surviving or successor\n                  corporation.\n\n         'Code' means the Internal Revenue Code of 1986, as amended, or any\n         successor thereto.\n\n\n\n                                        2\n\n\n         'Compensation Committee' means the applicable compensation committee of\n         the Board of Directors of the Company.\n         'Disabled' or 'Disability' means a determination, made at the request\n         of Executive or upon the reasonable request of the Company set forth in\n         a notice to Executive, by a physician selected by the Company and\n         Executive, that Executive is unable to perform his duties as specified\n         in this Agreement and in all reasonable medical likelihood such\n         inability will continue for a period in excess of 180 days, or for\n         shorter periods aggregating to more than 180 days in any consecutive\n         nine-month period.\n\n         'Effective Date' shall be the closing date of the Company's initial\n         public offering pursuant to the S-1 Registration Statement with the\n         Securities and Exchange Commission on May ____, 1999.\n\n         'Employment Period' means the term of Executive's employment pursuant\n         to the provisions of this Agreement.\n\n         'Exchange Act' means the Securities Exchange Act of 1934, as amended,\n         and any successor thereto.\n\n         'Good Reason' means:\n\n                  (i)      a Change in Control of the Company;\n\n                  (ii)     a decrease in the total amount of Executive's Base \n                  Salary below the amount in effect on the date hereof;\n\n                  (iii)    a reduction in Executive's title, a material \n                  reduction in his authority, duties or job responsibilities, a\n                  material adverse change in his working conditions (including\n                  the relocation of Executive's office more than 40 miles from\n                  the Company's present executive offices), without Executive's\n                  consent, as determined by Executive in his reasonable\n                  judgment;\n\n                  (iv)     a failure by the Company to comply with any material\n                  provision of this Agreement if the Company shall have failed\n                  to remedy the alleged breach within 60 days from the date\n                  written notice of such noncompliance is given by Executive to\n                  the Company; or\n\n\n\n                                       3\n\n\n                  (v)      any purported termination of Executive's employment \n                  which is not effected pursuant to a proper Notice of\n                  Termination (and for purposes of this Agreement no such\n                  purported termination shall be effective).\n\n         'Notice of Termination' means a written notice of either the Company or\n         Executive, as applicable, setting forth in reasonable detail the facts\n         and circumstances claimed to provide a basis for termination.\n\n         'Termination Date' means the effective date of employment termination.\n\n         2.       Term of Employment. The Company shall employ Executive, and\nExecutive shall be employed by the Company and shall provide services to the\nCompany upon the terms and conditions hereinafter set forth. The initial term of\nExecutive's employment with the Company shall continue, unless earlier\nterminated pursuant to Section 5 hereof, through December 31, 2001 (the\n'Employment Period'); provided, however, that after expiration of the initial\nterm, the Employment Period shall automatically be renewed each January 1 for\nsuccessive one-year terms unless the Company or Executive delivers written\nnotice to the other party at least sixty (60) days preceding the expiration of\nthe initial term or any one-year extension date of the intention not to extend\nthe term of this Agreement.\n\n         3.       Performance of Duties. Executive shall have the titles of Vice\nPresident and Chief Financial Officer of the Company, and he shall possess such\npowers and perform such duties as are normally incident to such position, as\nprovided in the By-laws of the Company and in accordance with the General\nCorporation Law of the State of Delaware. During this period, Executive agrees\nthat he shall perform his duties faithfully and efficiently subject to the\ndirection of the President and the Board of Directors of the Company, and the\nCompany agrees that Executive shall be required to report to the President and\nto the Board of Directors.\n\nExecutive agrees that during the Employment Period he shall devote substantially\nhis full business time to business affairs of the Company, provided, however,\nthat notwithstanding any other provision hereof, Executive may serve in any\ncapacity with any civic, educational and charitable organization provided, in\neach case, such activities do not materially interfere with the performance of\nhis duties hereunder, and such service is consistent with all Company policies\nand procedures regarding such service. Executive shall be entitled to retain all\ncompensation (whether in the form of cash, equity securities or perquisites)\npaid or delivered to Executive in connection with such civic, educational or\ncharitable activities. Executive agrees that Executive shall not, without the\nprior consent of the Board of Directors of the Company (which consent shall not\nbe unreasonably withheld), agree to serve on any boards of directors other than\nthe boards of directors upon which Executive presently serves.\n\n         4.       Compensation. For services rendered by Executive, and upon the\ncondition that Executive fully and faithfully perform all of his duties and\nobligations set forth herein, Executive shall be compensated for his services as\nfollows:\n\n\n                                       4\n\n\n                  1.      Base Salary. Executive shall receive an annual salary,\n         payable in monthly or more frequent installments, in accordance with\n         the usual payroll practice of the Company, in an amount equal to\n         $________ (the 'Base Salary'), less income tax withholdings and other\n         normal employee deductions. The Base Salary shall be reviewed annually\n         as of the end of each fiscal year commencing January 1, 2002 by the\n         Compensation Committee, and may, at the sole discretion of the\n         Compensation Committee, be increased by an amount that it deems\n         appropriate. If the Base Salary is increased by the Compensation\n         Committee, it shall not be decreased thereafter during the Employment\n         Period.\n\n                  2.      Bonus. Executive shall receive bonus payments in \n         accordance with any arrangements or bonus plans established by the\n         Company, in such amounts and upon such terms as are determined by the\n         Compensation Committee.\n\n                  (c)     Management Stock Option Plan. Should the Company \n         establish a stock option plan or plans with respect to which senior\n         executives of the Company participate and which excepts other employees\n         of the Company generally, Executive shall be entitled to participate in\n         such plans in the same manner as other senior executives of the\n         Company.\n\n                  (d)     Benefits. During his employment with the Company,\n         Executive shall be entitled to participate, to the extent he meets all\n         eligibility requirements of general application, in any and all\n         employee benefit plans, programs and arrangements which are now or\n         hereafter adopted by the Company to provide benefits for its employees,\n         including, but not limited to, medical and hospitalization, group term\n         life insurance, disability, and retirement plans. Additionally,\n         Executive shall receive such other benefits as Company may make\n         generally available to its senior executive officers.\n\n                  (e)     Vacation. Executive shall be entitled to _______weeks \n         of paid vacation, in accordance with the policy of the Company in\n         effect from time to time, to be taken at times agreeable to both the\n         Executive and the Company.\n\n                  (f)     Travel and Expenses. The Company shall reimburse \n         Executive for the reasonable and necessary business expenses incurred\n         by him in connection with the performance of his duties and obligations\n         as set forth herein consistent with any existent Company policy with\n         respect to same. Reimbursement shall be made upon the presentation by\n         Executive to the Company of reasonably detailed statements of such\n         expenses.\n\nPayment of the Base Salary shall not in any way limit or reduce any other\nobligation of the Company pursuant to this Agreement, and no other compensation,\nbenefit, or payment hereunder shall in any way limit or reduce the obligation of\nthe Company to pay Executive's Base Salary, except that, for the period\ncommencing on the date Executive becomes Disabled and ending on the Termination\nDate, the Base Salary shall be reduced by any amounts that are payable to\nExecutive prior to or during such period under any disability benefit plan of\nthe Company in which Executive participates.\n\n\n                                       5\n\n\n         5.       Termination. Executive's employment hereunder shall terminate \nat the end of the Employment Period. In addition, the Employment Period may be\nterminated at any time as provided herein. After Notice of Termination has been\ndelivered, and prior to the Termination Date, Executive shall make reasonable\nefforts to cooperate with Company in achieving a transition of Executive's\nduties and responsibilities.\n\n                  1.    Cause. The Employment Period may be terminated at the\n         option of the Company for Cause effective upon the date stated in the\n         Notice of Termination to Executive.\n\n                  2.    Death. The Employment Period will terminate \n         automatically effective upon Executive's death.\n\n                  3.    Disability. In the event Executive becomes Disabled (as\n         such term is hereinafter defined) during the Employment Period, and the\n         Company is unable to make a reasonable accommodation which would enable\n         Executive to continue to perform the essential functions of his\n         employment position with the Company, the Employment Period may be\n         terminated at the option of Executive or the Company effective 30 days\n         after a Notice of Termination is given (provided that Executive shall\n         not have returned to the performance of his duties on a full-time basis\n         during such 30-day period). Unless otherwise agreed by Executive and\n         the Board of Directors, the determination by the physician selected by\n         Company and Executive that Executive is Disabled shall be binding upon\n         the Company and Executive.\n\n                  4.    Voluntary Resignation. Executive may resign his \n         employment at any time with or without Good Reason, effective upon\n         Notice of Termination (which shall state whether such resignation is\n         with Good Reason) given by Executive to the Company.\n\n                  5.    Termination without Cause by the Company. The Company \n         may terminate Executive's employment at any time, effective upon Notice\n         of Termination (which shall state that such termination is without\n         Cause) given by the Company to Executive.\n\nIf, within 30 days after any Notice of Termination for Cause is given by the\nCompany, Executive notifies the Company that a dispute exists concerning the\ntermination, then the Termination Date shall be the date (the 'Final\nDetermination') as determined either by mutual written agreement of the parties,\nby a binding and final arbitration award or by a final judgment, order or decree\nof a court of competent jurisdiction (the time for appeal therefrom having\nexpired and no appeal having been perfected). Notwithstanding the foregoing, the\nCompany shall not be prohibited from removing Executive from his position with\nthe Company pending the Final Determination provided that such removal is\nwithout prejudice to Executive's rights to receive all benefits from the Company\nto which he may be entitled upon the Final Determination.\n\n         6.       Separation Benefits. Executive shall be entitled to receive\nseparation benefits upon such events and in such amounts as are set forth in\nthis Section 6.\n\n\n                                       6\n\n\n                  1.      Termination Without Cause or for Good Reason. In the \n         event that Executive's employment with the Company is terminated at any\n         time during the Employment Period by the Company without Cause, or by\n         Executive for Good Reason, then Executive (or if he shall have died\n         after termination but prior to payment, his surviving spouse, or if he\n         leaves no spouse, his personal representative, as successor in\n         interest) shall be paid by the Company an amount equal to the product\n         of Executive's Base Salary in effect as of the Date of Termination,\n         multiplied by two, payable in cash in a lump sum on or before the\n         fifteenth day following the Date of Termination.\n\n                  2.      Termination Upon Death. If the Employment Period is\n         terminated by Executive's death, the Company shall pay Executive's\n         surviving spouse, or if he leaves no spouse, his personal\n         representative, as successor in interest, (i) an amount equal to the\n         then current Base Salary (paid in one lump sum payment on or before the\n         fifteenth day following the date of Executive's death), and (ii) any\n         death benefit payable under any employee benefit plans, programs and\n         arrangements of the Company in which Executive is a participant on the\n         date of his death.\n\n                  3.      Termination Upon Disability. If the Employment Period \n         is terminated in accordance with the terms of paragraph 5(c) because of\n         Executive's Disability, the Company shall pay to Executive (or in the\n         event of Executive's death after finding of Disability, his surviving\n         spouse, or if he leaves no spouse, his personal representative, as\n         successor in interest) all compensation and benefits specified under\n         paragraph 4 herein, for a period of one year from the Date of\n         Termination, payable in the same manner as if the Employment Period had\n         not been terminated.\n\n                  4.      Additional Separation Benefit. For a period of three \n         years following (i) the full completion of the Employment Period or\n         (ii) following the Date of Termination of the Employment Period for any\n         reason other than termination by the Company for Cause or termination\n         by Executive for other than Good Reason, the Company shall permit, at\n         the Company's expense, Executive, his spouse and dependents, as\n         applicable (the 'Benefit Participants'), to participate in all group\n         medical health insurance plans and employee benefit plans, programs and\n         arrangements now or hereafter made available to the senior executive\n         employees of the Company (the 'Plans') (including but not limited to\n         such Plans in which Executive was entitled to participate immediately\n         prior to the Date of Termination), in the same manner provided to its\n         other senior executive employees; provided, however, that this\n         paragraph 6(d) shall not apply in the event that (i) the Company shall\n         hereafter terminate the applicable Plan, or (ii) the participation of\n         the Benefit Participants in such Plan is prohibited by law or, if\n         applicable, would disqualify such Plan as a tax qualified plan pursuant\n         to the Code, or (iii) the participation of the Benefit Participants\n         violates the general terms and provisions of such applicable Plan. In\n         the event that any of the Benefit Participants' participation in such\n         Plans is prohibited by law or, if applicable, would disqualify the Plan\n         as a tax qualified plan, or the participation of the Benefit\n         Participants violates the general terms\n\n\n\n                                       7\n\n\n         and provisions of such applicable Plan, the Company shall permit the\n         Benefit Participants to acquire substantially comparable coverage or\n         benefits, at the Company's expense, from a source of Executive's or his\n         spouse's choosing, provided, however, that if provision of such\n         coverage or benefit would result in a cost of excess of 130% of the\n         cost to the Company if provided under a Company Plan, the Company may\n         satisfy its obligations under this paragraph 6(d) by contributing to\n         the Benefit Participants 130% of the cost to the Company under the\n         Company Plans. Notwithstanding the foregoing, in no event will the\n         Benefit Participants receive from the Company the coverage and benefits\n         contemplated by this paragraph 6(d) if the Benefit Participants receive\n         such coverage and benefits from any other source.\n\n                  5.      Excise Tax Gross-Up. If Executive becomes entitled to \n         one or more payments (with a 'payment' including, but not limited to,\n         the vesting of an option or other non-cash benefit or property),\n         whether pursuant to the terms of this Agreement or any other plan,\n         arrangement, or agreement with the Company or any affiliated company\n         (the 'Total Payments'), which are or become subject to the tax imposed\n         by Section 4999 of the Code (or any similar tax that may hereafter be\n         imposed) (the 'Excise Tax'), the Company shall pay to Executive at the\n         time specified below an additional amount (the 'Gross-Up Payment')\n         (which shall include, but not be limited to, reimbursement for any\n         penalties and interest that may accrue in respect of such Excise Tax)\n         such that the net amount retained by Executive, after reduction for any\n         Excise Tax (including any penalties or interest thereon) on the Total\n         Payments and any federal, state and local income or employment tax and\n         Excise Tax on the Gross-Up Payment provided for by this subparagraph\n         (e), but before reduction for any federal, state, or local income or\n         employment tax on the Total Payments, shall be equal to the sum of (a)\n         the Total Payments, and (b) an amount equal to the product of any\n         deductions disallowed to Executive for federal, state, or local income\n         tax purposes because of the inclusion of the Gross-Up Payment in\n         Executive's adjusted gross income multiplied by the highest applicable\n         marginal rate of federal, state, or local income taxation,\n         respectively, for the calendar year in which the Gross-Up Payment is to\n         be made.\n\n                          For purposes of determining whether any of the Total\n         Payments will be subject to the Excise Tax and the amount of such\n         Excise Tax:\n\n                          1.      The Total Payments shall be treated as \n                  'parachute payments' within the meaning of Section 280G(b)(2)\n                  of the Code, and all 'excess parachute payments' within the\n                  meaning of Section 280G(b)(1) of the Code shall be treated as\n                  subject to the Excise Tax, unless, and except to the extent\n                  that, in the written opinion of independent compensation\n                  consultants or auditors of nationally recognized standing\n                  ('Independent Advisors') selected by the Company and\n                  reasonably acceptable to Executive, the Total Payments (in\n                  whole or in part) do not constitute parachute payments, or\n                  such excess parachute payments (in whole or in part) represent\n                  reasonable compensation for services actually rendered within\n                  the meaning of Section\n\n\n\n                                       8\n\n\n                  280G(b)(4) of the Code in excess of the base amount within the\n                  meaning of Section 280G(b)(3) of the Code or are otherwise not\n                  subject to the Excise Tax;\n\n                          2.      The amount of the Total Payments which shall \n                  be treated as subject to the Excise Tax shall be equal to the\n                  lesser of (A) the total amount of the Total Payments or (B)\n                  the total amount of excess parachute payments within the\n                  meaning of Section 280G(b)(1) of the Code (after applying\n                  clause (i) above); and\n\n                          3.      The value of any non-cash benefits or any \n                  deferred payment or benefit shall be determined by the\n                  Independent Advisors in accordance with the principles of\n                  Sections 280G(d)(3) and (4) of the Code.\n\n                          For purposes of determining the amount of the Gross-Up\n         Payment, Executive shall be deemed (A) to pay federal income taxes at\n         the highest marginal rate of federal income taxation for the calendar\n         year in which the Gross-Up Payment is to be made; (B) to pay any\n         applicable state and local income taxes at the highest marginal rate of\n         taxation for the calendar year in which the Gross-Up Payment is to be\n         made, net of the maximum reduction in federal income taxes which could\n         be obtained from deduction of such state and local taxes if paid in\n         such year (determined without regard to limitations on deductions based\n         upon the amount of Executive's adjusted gross income); and (C) to have\n         otherwise allowable deductions for federal, state, and local income tax\n         purposes at least equal to those disallowed because of the inclusion of\n         the Gross-Up Payment in Executive's adjusted gross income. In the event\n         that the Excise Tax is subsequently determined to be less than the\n         amount taken into account hereunder at the time the Gross-Up Payment is\n         made, Executive shall repay to the Company at the time that the amount\n         of such reduction in Excise Tax is finally determined (but, if\n         previously paid to the taxing authorities, not prior to the time the\n         amount of such reduction is refunded to Executive or otherwise realized\n         as a benefit of Executive) the portion of the Gross-Up Payment that\n         would not have been paid if such Excise Tax had been applied in\n         initially calculating the Gross-Up Payment, plus interest on the amount\n         of such repayment at the rate provided in Section 1274(b)(2)(B) of the\n         Code. In the event that the Excise Tax is determined to exceed the\n         amount taken into account hereunder at the time the Gross-Up Payment is\n         made (including by reason of any payment the existence or amount of\n         which cannot be determined at the time of the Gross-Up Payment), the\n         Company shall make an additional Gross-Up Payment in respect of such\n         excess (plus any interest and penalties payable with respect to such\n         excess) at the time that the amount of such excess is finally\n         determined.\n\n                          The Gross-Up Payment provided for above shall be paid\n         on the 30th day (or such earlier date as the Excise Tax becomes due and\n         payable to the taxing authorities) after it has been determined that\n         the Total Payments (or any portion thereof) are subject to the Excise\n         Tax; provided, however, that if the amount of such Gross-Up Payment or\n         portion thereof cannot be finally determined on or before such day, the\n         Company shall pay to Executive on such day an estimate, as determined\n         by he Independent Advisors, of the\n\n\n\n                                       9\n\n\n         minimum amount of such payments and shall pay the remainder of such\n         payments (together with interest at the rate provided in Section\n         1274(b)(2)(B) of the Code), as soon as the amount thereof can be\n         determined. In the event that the amount of the estimated payments\n         exceeds the amount subsequently determined to have been due, such\n         excess shall constitute a loan by the Company to Executive, payable on\n         the fifth day after demand by the Company (together with interest at\n         the rate provided in Section 1274(b)(2)(B) of the Code). If more than\n         one Gross-Up Payment is made, the amount of each Gross-Up Payment shall\n         be computed so as not to duplicate any prior Gross-Up Payment. The\n         Company shall have the right to control all proceedings with the\n         Internal Revenue Service that may arise in connection with the\n         determination and assessment of any Excise Tax and, at its sole option,\n         the Company may pursue or forego any and all administrative appeals,\n         proceedings, hearings, and conferences with any taxing authority in\n         respect of such Excise Tax (including any interest or penalties\n         thereon); provided, however, that the Company's control over any such\n         proceedings shall be limited to issues with respect to which a Gross-Up\n         Payment would be payable hereunder, and Executive shall be entitled to\n         settle or contest any other issue raised by the Internal Revenue\n         Service or any other taxing authority. Executive shall cooperate with\n         the Company in any proceedings relating to the determination and\n         assessment of any Excise Tax and shall not take any position or action\n         that would materially increase the amount of any Gross-Up Payment\n         hereunder.\n\n         7.      Noncompetition. During the Employment Period and continuing \nuntil the second anniversary thereof, Executive shall not, without the prior\nwritten authorization of the Board of Directors of the Company, (i) directly or\nindirectly render services of a business, professional or commercial nature\n(whether for compensation or otherwise) to any person or entity competitive or\nadverse to the Company's business welfare, (ii) engage in any activity, whether\nalone, as a partner, or as an officer, director, employee, consultant,\nindependent contractor, or stockholder in any other corporation, person, or\nentity which is competitive with or adverse to the Company's business welfare,\n(iii) hire or solicit for hire any of the Company's employees, prospective\nemployees or consultants (iv) solicit the business of any client of the Company,\nor any prospective client of the Company that had been serviced or solicited by\nthe Company during the two (2) years preceding Executive's termination, or (v)\nenter into any agreements with any supplier of the Company regarding the sale or\ndistribution of products of the supplier.\n\nIn the event that Executive's employment with the Company is terminated by\nExecutive or the Company at any time, for any reason whatsoever, the Company\nshall have the right to inform any of Executive's future employers or\nprospective employers of the existence of this Section 7 of the Agreement. This\nSection 7 shall not, however, prevent Executive from investing in securities\nissued by any such competitive or adverse corporation provided the holdings\nthereof by Executive do not constitute more than three percent of any one class\nof such securities.\n\n         8.      Confidentiality.\n\n\n                                       10\n\n\n                 1.      Disclosure and Use. Executive shall not disclose or \n         use, or authorize anyone else to disclose or use, at any time, either\n         during or after the Employment Period, any trade secrets or other\n         confidential information of the Company of which Executive is or\n         becomes informed or aware of prior to or during the Employment Period,\n         except (i) as may be required for Executive to perform his duties and\n         obligations under this Agreement, (ii) to the extent such information\n         has been disclosed to Executive by a third party who is not affiliated\n         with the Company or which otherwise becomes generally available to the\n         public, (iii) information which must be disclosed as a result of a\n         subpoena or other legal process, provided that the Company is given\n         reasonable notice and an opportunity to obtain a protective order, or\n         (iv) unless Executive shall first secure the Company's prior written\n         authorization. This paragraph shall survive the termination of this\n         Employment Period, whether by lapse of time or otherwise, and shall\n         remain in effect and be enforceable against Executive for as long as\n         any such Company trade secrets or confidential information retains\n         commercial value. Executive shall execute additional agreements and\n         confirmations of his obligations to the Company concerning such\n         non-disclosure of Company trade secrets and other confidential\n         information as the Company may require from time to time, provided that\n         the execution of such additional agreements and confirmations are (i)\n         reasonable and (ii) are required of all other senior executive\n         employees of the Company under similar circumstances.\n\n                 2.      Return of Materials. Upon termination of his employment\n         for any reason, Executive (or in the event of termination due to\n         Executive's death, his surviving spouse or personal representative, as\n         applicable) shall promptly deliver to the Company all materials of a\n         secret or confidential nature relating to the Company's business, which\n         are in the possession or under the control of Executive.\n\n         9. Inventions. Executive hereby assigns to the Company all of his\nrights, title, and interest in and to all inventions, discoveries, processes,\ndesigns, and other intellectual property, including but not limited to trade\nsecrets, copyrights, patents, trademarks and trade names (collectively\nhereinafter referred to as 'Inventions'), and all improvements on existing\nInventions made or discovered by Executive during the term of his employment by\nthe Company. Promptly upon the development or making of any such Invention or\nimprovement thereon, Executive shall disclose the same to the Company and shall\nexecute and deliver to it such reasonable documents as it may request to confirm\nthe assignment of Executive's rights therein and, if requested, shall assist the\nCompany in applying for copyright, patent or trademark protection and\nprosecuting any patents which may be available in respect thereof. The Company\nacknowledges and hereby notifies Executive that this paragraph 9 does not apply\nto an 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         10. Remedies. If, at any time, Executive violates to any material\nextent any of the covenants or agreements set forth in paragraphs 7, 8 or 9, the\nCompany shall have the right to \n\n\n\n                                       11\n\n\nterminate all of its obligations to make further payments under this Agreement.\nExecutive acknowledges that the Company would be irreparably injured by a\nviolation of paragraphs 7, 8 or 9, that damages for such a breach are not easily\ncalculated, and that any remedy at law would be inadequate. Therefore, Executive\nagrees that the Company shall be entitled to an injunction restraining Executive\nfrom any actual or threatened breach of paragraphs 7, 8 or 9 or to any other\nappropriate equitable remedy without any bond or other security being required.\n\nIt is expressly understood between the parties that this injunctive or equitable\nrelief shall not be Employer's exclusive remedy for breach of this Agreement.\nWithout limitation, in the event of any breach by Executive of paragraphs 7, 8\nor 9 of this Agreement, such Executive shall not be entitled to receive any\nsalary payments or any other compensation beyond the date of such breach to\nwhich he would otherwise be entitled, and Executive shall be obligated to repay\nto Employer salary payments received by him at any time after the occurrence of\nsuch breach.\n\n         11.      Resolution of Disputes.\n\n                  1.      In the event of any controversy among the parties \n         hereto arising out of, or relating to, this Agreement (other than a\n         controversy arising out of or relating to paragraphs 7, 8 or 9 hereof),\n         which cannot be settled amicably by the parties, such controversy shall\n         be finally settled by arbitration conducted expeditiously in accordance\n         with the American Arbitration Association Commercial Arbitration Rules\n         and the Supplementary Procedures for Large, Complex Disputes, by an\n         independent arbitrator. Either the Company or Executive may institute\n         such arbitration proceeding by giving written notice to the other\n         party. A hearing shall be held by the arbitrator in the City of\n         Chicago, Illinois, and a decision of the matter submitted to the\n         arbitrator shall be rendered promptly in accordance with the rules of\n         the American Arbitration Association. The prevailing party shall be\n         entitled to all costs and expenses with respect to such arbitration,\n         including reasonable attorneys' fees. The decision of the arbitrator\n         shall be final and binding upon all parties hereto. Judgment upon the\n         award rendered may be entered in any court having jurisdiction thereof.\n\n                  2.      Notwithstanding the foregoing, Executive acknowledges \n         and agrees that the Company may seek in a court of competent\n         jurisdiction an injunction prohibiting Executive's breach or alleged\n         breach of paragraphs 7, 8 and 9.\n\n         12.      Legal Fees. Should any litigation or arbitration be commenced\nconcerning any provision of this Agreement or Executive's employment or\ntermination of employment, the prevailing party shall be entitled, in addition\nto such other relief as may be granted, to its attorneys' fees and costs\nincurred by reason of such litigation or arbitration.\n\n         13.      Executive's Representations and Warranties. Executive hereby\nrepresents, warrants, and covenants that:\n\n                                       12\n\n\n                  (a)     Executive has no actual or potential conflict of \n         interest performing Executive's obligations and duties hereunder, will\n         avoid any such conflict during the Employment Period and will\n         immediately report any such conflict to the Company;\n\n                  (b)     the execution, delivery, and performance of this \n         Agreement by Executive will not violate any law, order, regulation,\n         agreement, contract, promise or duty by which Executive is bound;\n\n                  (c)     this Agreement is duly executed and is valid and \n         binding on Executive in accordance with its terms; and\n\n                  (d)     the Inventions developed by Executive for, or \n         delivered by Executive to, the Company do not and will not infringe\n         upon any third party trade secrets, copyrights, patents, trademarks or\n         similar proprietary rights. Executive hereby indemnifies and holds\n         harmless the Company and its directors, officers, employees,\n         affiliates, agents, representatives, successors and assigns for any\n         breach of the foregoing representation and warranty. The foregoing\n         indemnity shall survive any termination of this Agreement or the\n         Employment Period for any reason.\n\n         14.      Amendment and Termination. This Agreement may not be amended \nor canceled except by written instrument signed by both parties and approved by\nthe Board of Directors or a committee thereof.\n\n         15.      Modification and Waiver of Breach. No waiver or modification \nof this Agreement shall be binding unless it is in writing, signed by the\nparties hereto. The waiver by Company or Executive of any term or breach of this\nAgreement shall not prevent a subsequent enforcement of such term or any other\nterm and shall not be deemed to be a waiver of any subsequent breach.\n\n         16.      Notice. Any notice required or permitted to be given under \nthis Agreement shall be in writing and shall be deemed given or delivered and\nreceived (i) when delivered personally (which shall be deemed to include\ndelivery via express courier such as Federal Express), or (ii) three days after\nhaving been sent by registered or certified mail, return receipt requested, or\n(iii) upon receipt when sent by facsimile, telegram or telex followed by a\nconfirmation letter sent by registered or certified mail, return receipt\nrequested, addressed as follows:\n\n                  If to the Company:                 Quotesmith.com, Inc.\n                                                     8205 South Cass Avenue\n                                                     Suite 102\n                                                     Darien, IL 60561\n                                                     Facsimile: (800) 515-0270\n                                                     Attention: President\n\n                  With a Copy to:                    Craig C. Bradley, Esq.\n                                                     Freeborn &amp; Peters\n\n\n                                       13\n\n\n                                                     311 South Wacker Drive\n                                                     Suite 3000\n                                                     Chicago, IL 60606\n                                                     Facsimile: (312) 360-6573\n\n                  If to Executive:                   Thomas A. Munro\n                                                     8205 South Cass Avenue\n                                                     Suite 102\n                                                     Darien, IL 60561\n                                                     Facsimile: (800) 515-0270\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.\n\n         17.      Non-assignment. The interests of Executive under this \nAgreement are not subject to the claims of his creditors and may not be\nvoluntarily or involuntarily assigned, alienated or encumbered. Company may\nassign its rights, duties or obligations under this Agreement to any person with\nwhom it has merged or consolidated, or to whom it has transferred all, or\nsubstantially all, of its assets.\n\n         18.      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 shall thereupon be deemed (i)\nmodified only to the extent necessary to render such provision valid, or (ii)\nnot applicable to given circumstances, or (iii) excised from this Agreement, as\nthe situation may require, and this Agreement shall be construed and enforced as\nif such provision had been included herein as so modified in scope or\napplication, or had not been included herein, as the case may be. Should this\nAgreement, or any one of more of the provisions hereof, be held to be invalid,\nillegal or unenforceable within any governmental jurisdiction or subdivision\nthereof, the Agreement or any such provision or provisions shall not as a\nconsequence thereof be deemed to be invalid, illegal or unenforceable in any\nother governmental jurisdiction or subdivision thereof.\n\n         19.      Successors. This Agreement shall be binding upon, and inure to\nthe benefit of the parties and their permitted successors and assigns. Nothing\nin this Agreement, express or implied, is intended or shall be construed to\nconfer upon any person, other than the parties and their respective successors\nand assigns permitted by this Agreement, any right, remedy or claim under, or by\nreason of, this Agreement.\n\n         20.      Entire Agreement. This Agreement constitutes the entire \nagreement between Company and Executive with respect to the subject matter\nhereof. This Agreement supersedes any prior agreement made between the parties.\n\n\n\n                                       14\n\n\n         21.      Counterparts.  The Agreement may be executed in two or more \ncounterparts, any one of which shall be deemed an original and all of which\ntaken together shall constitute a single instrument.\n\n         22.      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         23.      Effective Date. This Agreement shall be effective on the \nEffective Date. If the initial public offering is not consummated, this\nAgreement shall be null and void.\n\n         24.      EXECUTIVE ACKNOWLEDGES THAT HE HAS READ, UNDERSTOOD AND \nACCEPTS THE PROVISIONS OF THIS AGREEMENT. HE ALSO ACKNOWLEDGES THAT HE HAS HAD\nTHE OPPORTUNITY TO AND HAS REVIEWED THE TERMS AND CONDITIONS OF THIS AGREEMENT.\n\n\n                            [Signature page follows]\n\n\n                                       15\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\n                                               President and Chief Executive \n                                               Officer\n\n\n                                          EXECUTIVE\n\n\n\n                                          By: \/s\/ THOMAS A. MUNRO\n                                              ----------------------------------\n                                               Thomas A. Munro\n                                               Vice President and Chief \n                                               Financial Officer\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       16\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-39501","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\/39501","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=39501"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39501"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39501"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39501"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}