Exhibit 10.22
June 23, 2000
Mark Guthrie
Retention Agreement
This agreement confirms our mutual understanding of the terms and conditions
applying to your retention agreement.
Employee's employment with the Company is at-will, and may be terminated at any
time by Employee or the Company at any time, with or without cause or notice.
Employee agrees that during the remainder of his/her employment with the
Company, he/she will perform his/her assignments and duties for the Company in a
professional and competent manner to the satisfaction of the Company.
In exchange for Employee's (i) willingness to remain an employee in good
standing of the Company through at least October 31, 2000 and (ii) hard work and
efforts on behalf of the Company in the future, the Company will pay Employee a
one-time retention bonus of $240,000.00, less applicable withholding (the
"Bonus"). Provided that Employee remains an employee in good standing of the
Company through October 31, 2000, the Bonus will be paid to Employee on November
15, 2000.
Unless your employment is terminated for cause (theft, dishonesty, misconduct,
improper disclosure of confidential or proprietary information, and the like),
and provided that you remain an employee through October 31, 2000, you will be
paid a bonus of $240,000.00 (less all applicable withholding). If Employee's
employment is terminated by the Company without cause prior to October 31, 2000,
Employee will earn a pro-rated portion of the Bonus, based upon the number of
full months and days worked by Employee for the Company between April 20, 2000
and October 31, 2000. To the extent earned, any pro-rated bonus will be paid to
Employee eight days after the Employee's separation date. In exchange for the
payment herein described, the employee agrees to execute a Release of Claims
upon separation.
If Employee's employment with the Company terminates prior to October 31, 2000
for any reason other than without cause (including (his/her) resignation,
disability or termination by the Company for cause), Employee will not earn all
or any part of the Bonus.
In exchange for Employee's (i) willingness to remain an employee in good
standing of the Company from November 1, 2000 through April 30, 2001 and (ii)
hard work and efforts on behalf of the Company in the future, the Company will
pay Employee a one-time retention bonus of $240,000.00, less applicable
withholding (the "Bonus"). Provided that Employee remains an employee in good
standing of the Company from
November 1, 2000 through April 30, 2001, the Bonus will be paid to Employee on
May 15, 2001.
Unless your employment is terminated for cause (theft, dishonesty, misconduct,
improper disclosure of confidential or proprietary information, and the like),
and provided that you remain an employee from November 1, 2000 through April 30,
2001, you will be paid a bonus of $240,000.00 (less all applicable withholding).
If Employee's employment is terminated by the Company without cause prior to
April 30, 2001, Employee will earn a pro-rated portion of the Bonus, based upon
the number of full months and days worked by Employee for the Company between
November 1, 2000 and April 30, 2001. To the extent earned, any pro-rated bonus
will be paid to Employee eight days after the Employee's separation date. In
exchange for the payment herein described, the employee agrees to execute a
Release of Claims upon separation.
If Employee's employment with the Company terminates between November 1, 2000
and April 30, 2001 for any reason other than without cause (including (his/her)
resignation, disability or termination by the Company for cause), Employee will
not earn all or any part of the Bonus.
For purposes of this Agreement, a termination "for cause" occurs if Employee is
terminated for any of the following reasons: (i) theft, dishonesty, misconduct
or falsification of any employment or Company records; (ii) improper disclosure
of the Company's confidential or proprietary information, (iii) any action by
Employee which has a material detrimental effect on the Company's reputation or
business; (iv) Employee's failure or inability to perform any assigned duties
after written notice from the Company to Employee of, and a reasonable
opportunity to cure, such failure or inability; or (v) Employee's conviction
(including any plea of guilty or no contest) for any criminal act that impairs
(his/her) ability to perform (his/her) duties under this Agreement.
Any agreements between Employee and the Company concerning the Company's
proprietary or confidential information, or the assignment of inventions by
Employee to the Company, will remain in full force and effect during the
remainder of Employee's employment with the Company and at all times thereafter
as set forth in such agreements. Employee agrees to execute An Employee
Inventions and Proprietary Rights Assignment Agreement if not previously
executed.
Employee agrees that for a period of one year following the termination of
(his/her) employment relationship with the Company for any reason, he/she will
not directly or indirectly solicit any employee, vendor, distributor or customer
of the Company to terminate that person's/entity's relationship with the
Company.
This Agreement constitutes the entire agreement between the Employee and the
Company regarding (i) any termination of their employment relationship and (ii)
the Bonus, and it supersedes all previous negotiations, representations and
agreements between the parties regarding those subjects. This Agreement may not
be modified except by a supplemental written agreement signed by Employee and an
authorized officer of the Company.
I agree to the terms and conditions of the above retention agreement. If I
voluntarily resign my employment with InsWeb after acceptance of this agreement
and prior to the end of the retention period, I revoke all conditions of the
InsWeb special Termination agreement dated June 5, 2000.
Please confirm your acceptance of this Retention Agreement by signing in the
space provided and returning to your Department Head.
/s/ Mark Guthrie Dated: June 28, 2000
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Mark Guthrie
InsWeb Corporation
By: /s/ Hussein A. Enan Dated: June 23, 2000
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Chief Executive Officer