Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (this "Agreement") dated as of
___________ ___, ____ (the "Effective Date"), is by and between NewsEdge
Corporation (the "Company"), a Delaware corporation having its principal
executive offices at 80 Blanchard Road, and ____________ (the "Executive"), an
individual residing at ______________________________.
The Company and the Executive agree as follows:
1. EMPLOYMENT OF EXECUTIVE.
(A) EMPLOYMENT. Subject to the terms and conditions of this Agreement,
the Company agrees to employ the Executive, and the Executive agrees to serve,
as the Company's _________________, reporting to the Company's ________________
(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. The
Executive's employment hereunder will commence on the Effective Date and will
continue unless terminated as herein provided.
(B) 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.
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 salary, payable
monthly, at the rate of $_______ per annum or such higher rate as the Chief
Executive Officer may set from time to time, in its discretion.
(B) PERFORMANCE BONUSES. The Executive will be eligible to receive
quarterly cash bonuses at an annualized rate of up to __% of his salary, based
on the achievement of reasonable individual and Company performance targets to
be agreed on by the Executive and the Executive's Supervisor from time to time.
If the Executive and the Executive's Supervisor are unable to agree as to
individual and Company performance targets, such disputes shall be determined
promptly, reasonably and in good faith by the Chief Executive Officer. It is
agreed and understood that, for the Executive's employment during this contract
year with the Company, the annualized bonus payable upon achievement of such
targets shall be $______.
(C) 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 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 thirty (30) days prior 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 termination of the Executive's employment hereunder by the
Executive, without Good Reason, by thirty (30) days prior written notice to
the Company.
(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 Chief Executive
setting forth with specificity the nature of such failure, refusal, or gross
negligence; (d) the breach of this contract by the Executive; (e) or the willful
violation of Federal and/or State Securities Laws; or (f) the commission of an
act that causes unfair competition for the company.
"Good Reason" means the occurrence of one or more of the following
occurring without the specific written consent of the Executive: (i) an adverse
change in the nature of scope or duties including; budget authority, change in
the level of duties or reduction of duties) of the Executive; (ii) an adverse
change in the reporting responsibilities (change in supervisor, change in level
of supervisor, demotion, or status -- full time/part time, reduced pay
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of the Executive; (iii) any requirement that the Executive's principle place of
work be relocated outside of the Commonwealth of Massachusetts or more than
twenty-five (25) miles of its location as of the effective date of this
Agreement; or (iv) the Company's breach of any term of this Agreement which is
not fully remedied within seven (7) calendar days after receipt by the Company
of a written notice from the Executive of such breach; or the diminution in
salary, benefits, bonus or any other form of compensation.
(C) ADJUSTMENTS UPON TERMINATION. Notwithstanding any other provision of
this Agreement:
(1) If the Executive's employment with the Company terminates pursuant
Section 3(A)(4) (by the Company, without Cause) or Section 3(A)(5) (by the
Executive, for Good Reason), then, for a six (6) month period immediately
following the date of such termination, the Company will continue to pay
the Executive a salary at a rate equal to that at which he was being paid
at the time of termination, as well as a pro-rata portion of the bonus
specified in Section 2(B), 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 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.
(2) If the Executive's employment with the Company terminates 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 (add) 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 fulltime 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 salary (and other non-duplicative
benefits) as provided for herein
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4. CHANGE OF CONTROL
In the event of a Change of Control (as defined below), the following
provisions will supercede Section 3 of this Agreement, which shall terminate and
be of no further force or effect:
(A) CHANGE OF CONTROL BONUS. Upon the consummation of a transaction
resulting in a Change of Control, the Executive (if he is still employed by the
Company immediately prior to such consummation) will be paid a bonus equal to
twelve months' salary as in effect immediately prior to the announcement of the
Change of Control, including for this purpose both the Executive's base
compensation and the Executive's targeted bonus amount.
(B) TERMINATION AFTER CHANGE OF CONTROL. After consummation of a
transaction resulting in a Change of Control, the Executive's employment with
the Company may be terminated by either party at any time, for any reason or no
reason. In the event that the Executive's employment is terminated by the
Company, the fringe benefits (other than stock-based fringe benefits) in which
the Executive was participating at the time of his termination will be
continued, to the extent that continuation of benefits is permitted under the
Company's then-existing benefit plans, for a period of one year after such
termination.
(C) DEFINITION OF CHANGE OF CONTROL. For purposes of this Agreement, the
term "Change of Control" shall mean (i) a sale by the Company of all or
substantially all of its business or assets or (ii) a merger or consolidation of
the Company with or into another entity whereby the stockholders of the Company
immediately prior to the transaction hold less than a majority of the
outstanding voting stock of the entity surviving such transaction, or (iii) the
transfer, in a single transaction or group or related transactions, of a
majority of the outstanding voting stock of the Company to a single purchaser or
group of related purchasers.
(D) MANAGEMENT BUY-OUT. Notwithstanding the foregoing, no bonus shall be
payable pursuant to paragraph (A) above to the Employee if he is a participant
in a "Management Buy-Out". For purposes hereof, a "Management Buy-Out" shall
mean an Change of Control where the group controlling the entity which acquires
the Company's assets or stock or which survives the merger with the Company
includes individuals who are executive officers of the Company immediately prior
to such Change of Control. Employee shall be deemed a participant in such
Management Buy-Out if he is a member of such control group.
5. 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
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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 sending party for the purpose pursuant to this section).
(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.
(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; provided,
that except as specifically set forth herein, except the NewsEdge
Confidentiality Agreement executed on February, 1998 this Agreement does not
affect any agreement between the parties relating to stock options granted by
the Company (including its predecessors, successors and affiliates) to the
Executive, which agreements will survive the execution and delivery of this
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.
The EXECUTIVE:
___________________________________
The COMPANY:
___________________________________
Rory Cowan
Chairman of the Board
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ADDENDUM I
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The following table sets forth the terms and conditions of the Executive
Employment Agreements between NewsEdge Corporation and the Executives.
NAME AND PRINCIPAL POSITION Year ANNUAL SALARY ($) COMPENSATION BONUS
- ----------------------------------- ---- ----------------- ------------------
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Cliff Pollan(1) 2001 $250,000 $80,000
President and
Chief Executive Officer
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Ronald Benanto 2001 $210,000 $80,000
Vice President of Finance and
Chief Financial Officer
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Charles White 2001 $185,000 $70,000
Vice President, e-Content
Business
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Thomas Karanian 2001 $185,000 $70,000
Vice President, Development,
Operations and Customer
Service
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Alton Zink 2001 $150,000 $52,000
Vice President, Human
Resources
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David Scott 2001 $161,000 $60,000
Vice President, Corporate
Marketing
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John Crozier 2001 $185,000 $90,000
Vice President, North American
Sales
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Lee Phillips 2001 $150,000 $60,000
Vice President, Product
Marketing
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_____________________________
(1) Under Section 4(A) of the Executive Employment Agreement entitled Change of
Control, Mr. Pollan is entitled to twelve (12) months' salary.
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