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AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT
This Amended and Restated Executive Employment Agreement (this
"Agreement") dated as of August 6, 2001 is by and between NEWSEDGE CORPORATION
(the "Company"), a Delaware corporation having its principal executive offices
at 80 Blanchard Road, Burlington, Massachusetts, and Thomas Karanian (the
"Executive").
WHEREAS, THE THOMSON CORPORATION ("Parent") proposes to acquire the
Company pursuant to that certain Agreement and Plan of Merger dated as of August
6, 2001 ("Merger Agreement") by and among the Company, Parent and INFOBLADE
ACQUISITION CORPORATION ("Purchaser"); and
WHEREAS, the Executive currently serves as Vice President, Development,
Operations and Customer Service of the Company pursuant to an Amended and
Restated Executive Employment Agreement dated as of April 1, 2001 (the "Original
Employment Agreement") between the Company and the Executive; and
WHEREAS, the Company and the Executive desire to amend and restate the
Original Employment Agreement in its entirety as of the date hereof and to
provide for the employment of Executive by the Company from and after the
Effective Date (as hereinafter defined) in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the terms, conditions, and mutual
covenants hereinafter contained, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto do
hereby agree to amend and restate the Original Employment Agreement in its
entirety as follows:
1. EFFECTIVENESS; EMPLOYMENT OF EXECUTIVE; TERM.
(A) EFFECTIVENESS. The terms and conditions of this Agreement shall
become effective automatically, without further act or deed by the Executive or
the Company, on the date hereof and the Original Employment Agreement is hereby
superseded in its entirety and of no further force and effect, provided,
however, that notwithstanding the foregoing, in the event that the Merger
Agreement is terminated prior to the Effective Time (as defined in the Merger
Agreement), this Agreement shall automatically terminate and have no further
force or effect and the Original Employment Agreement shall be automatically
reinstated upon such termination of the Merger Agreement.
(B) EMPLOYMENT. Subject to the terms and conditions of this
Agreement, during the Term (as hereinafter defined), the Company agrees to
employ the Executive, and the Executive agrees to serve, as the Company's Vice
President, Development, Operations and Customer Service, reporting to the
Company's President and Chief Executive Officer (the Executive's "Supervisor")
and having such powers and duties consistent with his position as may reasonably
be assigned to him from time to time.
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(C) COMMITMENT. The Executive represents that he is not currently
party to or bound by any commitments that might interfere with or impair his
performance of such duties and responsibilities or that are inconsistent with
his obligations hereunder. The Executive will devote such time and attention to
his duties and responsibilities hereunder as reasonably are required, and will
not undertake any commitments that would interfere with or impair his
performance of such duties and responsibilities.
TERM. The term of the Executive's employment under this Agreement
shall commence on the Effective Date (as defined in Section 4 below) and shall
terminate on the one-year anniversary date of the Effective Date, unless sooner
terminated in accordance with Section 3 of this Agreement (the "Term"). Upon the
expiration of the Term, the Executive's employment with the Company shall be "at
will" and such Executive's employment may be terminated by the Company at any
time upon or after such expiration with or without cause, and that upon such
termination the Executive shall have no rights under this Agreement including,
without limitation, any right to any severance or other termination payments.
2. COMPENSATION. During the Term of the Executive's employment with the
Company hereunder, the Company will compensate the Executive as follows:
(A) SALARY. The Company will pay to the Executive a base salary,
payable in accordance with the payroll practices of the Company, at the rate of
$185,000 per annum. The Executive's base salary shall be subject to annual
review by the Company and Parent.
(B) PERFORMANCE BONUSES. The Executive will be eligible to receive
an annual cash bonus at an annualized rate of up to 40% of his base salary,
based on the achievement of reasonable individual and Company performance
targets to be established by the Company and Parent.
(C) STAY BONUS. If the Executive is an active employee of the
Company on the one-year anniversary (the "Anniversary Date") of the Effective
Date, the Executive will be paid a bonus equal to $185,000.
(D) BENEFITS. The Company will promptly reimburse all out-of-pocket
expenses reasonably incurred by the Executive in the course of performing his
employment duties and responsibilities hereunder, subject to receipt of
appropriate documentation. The Company will also provide consistent with his
position, Company-paid health and life insurance, and with such other fringe
benefits as it from time to time may make generally available to its other
senior executives at the Executive's level.
3. TERMINATION.
(A) EVENTS CAUSING TERMINATION. The Executive's employment hereunder
will terminate upon the occurrence of any of the following events:
(1) The Executive's death, or a determination of his legal
incapacity by a court of competent jurisdiction;
(2) The termination of the Executive's employment hereunder by the
Company, by written notice to the Executive, upon the Executive's
inability due
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to illness or injury to perform the essential functions of his position
with or without reasonable accommodation;
(3) The termination of the Executive's employment hereunder by the
Company, for Cause, by written notice to the Executive;
(4) The termination of the Executive's employment hereunder by the
Company, without Cause, by written notice to the Executive;
(5) The termination of the Executive's employment hereunder by the
Executive, for Good Reason, by thirty (30) days prior written notice to
the Company; or
(6) The expiration of the Term of this Agreement under Section 1(D)
hereof.
(B) "CAUSE" AND "GOOD REASON" DEFINED. For purposes of this
Agreement: "Cause" means: (a) the Executive's conviction of any crime (whether
or not involving the Company) (other than unintentional motor vehicle felonies);
(b) any act of theft, fraud or embezzlement by the Executive in connection with
his work with the Company; or (c) the Executive's continuing, repeated and
willful failure or refusal to perform, or continuing, repeated and gross
negligence in the performance of, his material duties and services to the
Company (other than due to his incapacity due to illness or injury), provided
that such failure or refusal or gross negligence continues uncorrected for a
period of 30 days after the Executive shall have received written notice from
the Company setting forth with specificity the nature of such failure, refusal,
or gross negligence; (d) the breach of this Agreement by the Executive; or (e)
the willful violation of Federal and/or state securities laws.
"GOOD REASON" means the occurrence of one or more of the following
occurring without the specific written consent of the Executive: (i) a material
reduction of duties of the Executive, excluding any such reduction in duties
reasonably occurring as a result of the transactions contemplated by the Merger
Agreement; (ii) a material demotion, or a reduction in base salary of the
Executive; (iii) any requirement that the Executive's principal place of work be
relocated outside of the Commonwealth of Massachusetts or more than twenty-five
(25) miles from its location as of the date of this Agreement; (iv) the
Company's breach of any term of this Agreement which is not fully remedied
within fifteen (15) calendar days after receipt by the Company of a written
notice from the Executive of such breach.
(C) ADJUSTMENTS UPON TERMINATION. Notwithstanding any other
provision of this Agreement:
(1) If the Executive's employment with the Company terminates during
the Term pursuant Section 3(A)(4) (by the Company, without Cause) or
Section 3(A)(5) (by the Executive, for Good Reason), then, for a twelve
(12) month period immediately following the date of such termination, the
Company will continue to pay the Executive a base salary at a rate equal
to that at which he was being paid at the time of termination, and
(subject to Section 3(D) below), will likewise continue to provide the
Executive with the benefits that he was receiving at the time of
termination (or, if the Company is unable to do so because
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such benefits may only be provided to current employees, subject to the
provisions of Section 3(D) it will provide the Executive with the cash
value thereof). In addition to the payments and benefits specified above,
the Company will pay the Executive on the date of termination a lump sum
payment for all accrued unused vacation time. It is agreed and understood
that the Company's duty to make the payments and provide the benefits
described in this Section 3(C)(1) shall be conditioned upon the
Executive's execution of a satisfactory general release in favor of the
Company and the Executive's compliance with Section 5 hereof.
(2) If the Executive's employment with the Company terminates during
the Term other than pursuant to Section 3(A)(4) (by the Company, without
Cause) or Section 3(A)(5) (by the Executive, with Good Reason), then the
rights of the Executive to receive future compensation pursuant to Section
2 and Section 3(C)(1) hereof, and all other rights of the Executive
hereunder, will cease as of the date of such termination except as may be
required by law. As of the date of such termination, the Executive shall
receive a lump sum payment for all accrued unpaid wages and accrued unused
vacation time.
(D) NO DUTY TO MITIGATE; TERMINATION OF BENEFITS. The Executive
shall not be required to mitigate the amount of any compensation payable to him
pursuant to Section 3(C)(1) hereof, whether by seeking other employment or
otherwise. If, during the period during which he is receiving such compensation,
the Executive obtains new full-time employment providing him with benefits
comparable to those he is entitled to receive from the Company hereunder, then,
when the Executive begins receiving such benefits from his new employer, the
Executive will no longer be entitled to receive such benefits from the Company
but will continue to be entitled to receive payment of his base salary (and
other non-duplicative benefits) as provided for herein.
4. CHANGE OF CONTROL
Upon the date (the "Effective Date") that is the earlier to occur of
(x) the date that Purchaser pays for the Shares pursuant to the Offer and (y)
the date of the Effective Time, the Executive (if such Executive is still
employed by the Company immediately prior to such date) will be paid a bonus in
an amount equal to the amount that would be payable to the Executive under
Section 4(A) of the Original Employment Agreement upon the consummation of the
Merger as if such Section 4(A) were in effect as of the Effective Time.
5. CERTAIN COVENANTS OF THE EXECUTIVE.
The Executive acknowledges that (i) the Company, Parent and Parent's
affiliates (collectively, "Thomson") are engaged and in the future will be
engaged in the businesses of developing, operating, offering for sale and
selling news or other current information or software-based solutions pertaining
thereto to corporations and other businesses, government agencies, universities
and other academic institutions and professional services providers (e.g. law,
accounting and consulting firms) (the foregoing, together with any other
businesses or operations over which Executive has substantial responsibility
from the date hereof to the date of termination of the Executive's employment
with the Company (or an affiliate thereof), being
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hereinafter referred to as the "Restricted Activity"); (ii) his services to the
Company and Thomson have been and will be special and unique; (iii) his work for
the Company and Thomson will give him access to trade secrets of and
confidential information concerning the Company, Thomson and their affiliated
companies; (iv) the Restricted Activity is national and international in scope;
(v) the Company would not have entered into this Agreement but for the
agreements and covenants contained in this Section 5; (vi) he has the means to
support himself and his dependents other than by engaging in the Restricted
Activity and the provisions of this Section 5 will not impair such ability; and
(vii) the agreements and covenants contained in this Section 5 are essential to
protect the business and goodwill of the Company, Thomson and their affiliates.
In order to induce the Company to enter into this Agreement, and in
consideration for the benefits received by the Executive pursuant to this
Agreement, and other good and valuable consideration the receipt of which is
hereby acknowledged, the Executive covenants and agrees as follows:
(A) NON-COMPETE. During the Restricted Period (as hereinafter
defined), the Executive shall not in the United States of America, or in any
foreign country, directly or indirectly, (i) engage in the Restricted Activity
for the benefit of any person or entity other than the Company, Thomson and
their affiliated companies; (ii) be an employee or consultant of, or provide
services to, Factiva or Lexus/Nexis or any of their respective direct or
indirect subsidiaries; (iii) have an interest in any person engaged in the
Restricted Activity in any capacity, including, without limitation, as a
partner, shareholder, officer, director, principal, agent, employee, trustee or
consultant or any other relationship or capacity; provided, however, the
Executive may own, directly or indirectly, solely as an investment, securities
of any person which are publicly traded if the Executive (a) is not a
controlling person of, or a member of a group which controls, such person, and
(b) does not, directly or indirectly, own 1% or more of any class of securities
of such person; or (iv) interfere with business relationships (whether formed
heretofore or hereafter) between the Company or any of its affiliates and
customers or suppliers of the Company or any of its affiliates. The term
"Restricted Period" shall mean the period ending on the date that is (x) with
respect to clause (ii) of this Section 5(A), eighteen (18) months following the
end of the Executive's employment by the Company (or any affiliate of the
Company) whether or not pursuant to this Agreement and (y) with respect to
clauses (i), (iii) and (iv) of this Section 5(A), twelve (12) months following
the end of the Executive's employment by the Company (or any affiliates of the
Company) whether or not pursuant to this Agreement.
(B) NON-DISCLOSURE. The Executive shall, during the Term of this
Agreement and at all times thereafter, treat as confidential and, except as
required in the performance of his duties and responsibilities under this
Agreement, not disclose, publish or otherwise make available to the public or to
any individual, firm or corporation any confidential material (as hereinafter
defined). The Executive agrees that all confidential material, together with all
notes and records of the Executive relating thereto, and all copies or
facsimiles thereof in the possession of the Executive, are the exclusive
property of the Company or Thomson, as the case may be, and the Executive agrees
to return such material to the Company promptly upon the termination of the
Executive's employment with the Company. For the purposes hereof, the term
"confidential material" shall mean all information acquired by the Executive in
the course of the Executive's employment with the Company in any way concerning
the products, projects, activities, business or affairs of the Company or
Thomson or the customers, suppliers, licensors, licensees or partners of the
Company or Thomson, including, without limitation, all information concerning
trade secrets and the products or projects of the Company or Thomson and/or any
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improvements therein, all sales and financial information concerning the Company
or Thomson, all customer and supplier lists, all information concerning projects
in research and development or marketing plans for any such products or
projects, all information concerning technical data, designs, patterns,
formulae, computer programs, source code, object code, algorithms and
subroutines of the Company or Thomson, and all information in any way concerning
the products, projects, activities, business or affairs of customers of the
Company or Thomson which is furnished to the Executive by the Company or Thomson
or any of their respective employees (current or former), agents or customers,
as such; provided, however, that the term "confidential material" shall not
include information which (a) becomes generally available to the public other
than as a result of a disclosure by the Executive, (b) was available to the
Executive on a non-confidential basis prior to his employment with the Company
or (c) becomes available to the Executive on a non-confidential basis from a
source other than the Company or Thomson or any of their agents, franchisees,
creditors, suppliers, lessors, lessees, licensors, licensees, partners or
customers provided that such source is not bound by a confidentiality agreement
with the Company or Thomson or any of such agents or customers.
(C) NON-SOLICITATION. During the Restricted Period, the Executive
shall not (i) hire or attempt to hire, or (ii) solicit or entice or attempt to
solicit or entice away, any person who is (at the applicable time or was within
the six month period prior to any such hire, solicitation or enticement) an
officer, employee or consultant of the Company or Thomson Legal & Regulatory
(including without limitation Dialog) (in the case of clause (i) above) or the
Company or Thomson (in the case of clause (ii) above), as applicable, either for
his own account or for any individual, firm or corporation, whether or not such
person would commit any breach of his contract of employment by reason of
leaving the service of the Company, Thomson or Thomson Legal & Regulatory
(including without limitation Dialog), as applicable.
(D) DEVELOPMENTS. The Executive agrees that all discoveries,
inventions, processes, methods and improvements, conceived, developed or
otherwise made by the Executive at any time, alone or with others in any way
relating to the Company's present or future business or products, whether
patentable or subject to copyright protection and whether or not reduced to
practice, during the period of the Executive's employment with the Company
("Developments"), shall be the sole property of the Company. The Executive
agrees to, and hereby does, assign to the Company all of the Executive's right,
title and interest throughout the world in and to all Developments. The
Executive agrees that such Developments shall constitute works made for hire
under the copyright laws of the United States and hereby assigns to the Company
all copyrights, patents and other proprietary rights the Executive may have in
such Developments. The Executive shall make and maintain adequate and current
written records of all Developments, and the Executive shall disclose all
developments promptly, fully and in writing to the Company promptly after
development of the same, and at any time upon request, provided, however, that
developments excluded under the following paragraph shall be received by the
Company in confidence.
The Executive has informed the Company in writing of any continuing
obligations to any previous employers which require him not to disclose to the
Company any information, and the Executive has also informed the Company in
writing of any and all confidential information or Developments which the
Executive claims as his own and intends to exclude from the restrictions set
forth in the previous paragraph because it was developed by the Executive prior
to the commencement of his employment by the Company. There shall also be
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excluded from the restrictions set forth in the previous paragraph any
Development made by the Executive (a) which is developed by the Executive
without the use of the Company's property or facilities, (b) which does not make
any use of confidential information, (c) which is developed by the Executive
entirely on his own time, and (d) which does not relate to the Company's
business or to the Company's ongoing or planned research and development
efforts. At any time at the request of the Company (and at the Company's
expense), the Executive shall execute all documents and perform all lawful acts
the Company considers necessary or advisable to secure its rights hereunder and
to carry out the intent of this Section 5(D). At any time upon the request of
the Company, the Executive shall return promptly to the Company all the
Company's property, including all copies of all confidential information or
Developments.
(E) In the event of a breach or threatened breach by the Executive
of any of the provisions of Section 5 of this Agreement, the Executive hereby
consents and agrees that the Company shall be entitled to an injunction or
similar equitable relief from any court of competent jurisdiction restraining
the Executive from committing or continuing any such breach or threatened breach
or granting specific performance of any act required to be performed by the
Executive under any of such provisions, without the necessity of showing any
actual damage or that money damages would not afford an adequate remedy and
without the necessity of posting any bond or other security. Nothing herein
shall be construed as prohibiting the Company from pursuing any other remedies
at law or in equity which it may have with respect to any such breach or
threatened breach.
6. MISCELLANEOUS.
(A) BENEFITS OF AGREEMENT; NO ASSIGNMENTS; NO THIRD-PARTY
BENEFICIARIES.
(1) This Agreement will bind and inure to the benefit of the parties
hereto and their respective heirs, successors, and permitted assigns.
(2) Neither party will assign any rights or delegate any obligations
hereunder without the consent of the other party (except that the Company
may assign its rights and delegate its obligations hereunder to any
affiliate of the Company or to any successor to its business, whether by
merger or consolidation, sale of stock or of all or substantially all of
its assets, or otherwise), and any attempt to do so will be void.
(3) Nothing in this Agreement is intended to or will confer any
rights or remedies on any person or entity other than the parties hereto,
their respective heirs, successors, and permitted assigns.
(B) NOTICES. All notices, requests, payments, instructions, or other
documents to be given hereunder will be in writing or by written
telecommunication, and will be deemed to have been duly given if (i) delivered
personally (effective upon delivery), (ii) mailed by registered or certified
mail, return receipt requested, postage prepaid (effective five business days
after dispatch), (iii) sent by a reputable, established courier service that
guarantees next business day delivery (effective the next business day), or (iv)
sent by telecopier followed within 24 hours by confirmation by one of the
foregoing methods (effective upon receipt of the telecopy in complete, readable
form), addressed to the recipient party at its address set forth in the first
paragraph hereof (or to such other address as the recipient party may have
furnished to the
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sending party for the purpose pursuant to this section) and, with respect to any
notice given on or prior to the Effective Date, with a copy sent to the
Purchaser at its address set forth in the Merger Agreement.
(C) COUNTERPARTS. This Agreement may be executed by the parties in
separate counterparts, each of which when so executed and delivered will be an
original, but all of which together will constitute one and the same agreement.
In pleading or proving this Agreement, it will not be necessary to produce or
account for more than one such counterpart.
(D) CAPTIONS. The captions of sections or subsections of this
Agreement are for reference only and will not affect the interpretation or
construction of this Agreement.
(E) CONSTRUCTION. The language used in this Agreement is the
language chosen by the parties to express their mutual intent, and no rule of
strict construction will be applied against either party.
(F) WAIVERS; AMENDMENTS. No waiver of any breach or default
hereunder will be valid unless in writing signed by the waiving party. No
failure or other delay by any party exercising any right, power, or privilege
hereunder will be or operate as a waiver thereof, nor will any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power, or privilege. No amendment or modification of this
Agreement will be valid or binding unless in a writing signed by both the
Executive and the Company and, with respect to any amendment or modification of
this Agreement prior to the Effective Date, by Purchaser.
(G) ENTIRE AGREEMENT. This Agreement contains the entire
understanding and agreement between the parties, and supersedes any prior
understandings or agreements between them, with respect to the subject matter
hereof (including, without limitation, the Original Employment Agreement). The
parties acknowledge and agree that any and all agreements between the parties
relating to stock options granted by the Company (including its predecessors,
successors and affiliates) to the Executive, are superseded by and subject to
Section 3.07 of the Merger Agreement.
(H) GOVERNING LAW. This Agreement will be governed by and
interpreted and construed in accordance with the internal laws of the
Commonwealth of Massachusetts, without reference to principles of conflicts or
choice of law.
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IN WITNESS WHEREOF, each of the Company and the Executive has executed and
delivered this Agreement as an agreement under seal as of the date first above
written.
EXECUTIVE:
/s/ Thomas Karanian
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Thomas Karanian
COMPANY:
/s/ Clifford Pollan
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Clifford Pollan
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