Employment Agreement - PC Quote Inc. and Howard C. Meltzer
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made as of this 16th day of July, 1996, by and between
PC QUOTE, INC., a Delaware corporation with its principal offices at 300 South
Wacker, Chicago, Illinois (hereinafter called the "Employer") and HOWARD C.
MELTZER (hereinafter called the "Executive") as follows:
WHEREAS, Employer has employed Executive in an executive position, and
currently employs Executive in the position of President and Chief Operating
Officer; and
WHEREAS, it is to the advantage of both parties to have the terms and
conditions of Employer's employment of Executive embodied in a written
agreement;
THEREFORE, in consideration of the mutual promises and covenants contained
herein, the parties hereby agree as follows:
1. EMPLOYMENT
Subject to and upon the terms and conditions hereinafter set forth,
Employer agrees to and hereby does employ Executive as a corporate officer as
described in Section 2 hereof for the period ("Employment Period") commencing as
of July 16, 1996 and ending at the close of business on July 16, 1999, unless
terminated earlier pursuant to Section 6 below, and Executive does hereby accept
and agree to such employment as provided for below.
2. DUTIES
During the Employment Period, Executive shall be employed by Employer as
President and Chief Operating Officer. The Executive shall be, during the
Employment Period, subject always to the supervision, direction and control of
the Chief Executive Officer and Chairman of the Board of Employer, perform such
executive duties and functions as he may be called upon to perform, subject to
the following provisions:
(i) Such executive duties and functions shall be substantially the same
as, or reasonably similar to those customarily performed by the President and
Chief Operating Officer engaged in business comparable to that engaged in by the
Employer from time to time during the Employment Period; and
(ii) Executive shall devote substantially full time and exert his best
efforts in the performance of his duties and functions.
3. COMPENSATION
(i) During the Employment Period, for all services rendered hereunder by
Executive for said Period:
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(a) Employer shall pay Executive an annual Base Salary at such times as
salaries of other officers of Employer are paid. During the Employment Period,
the annual Base Salary shall be no less than $190,000. The Base Salary and
Bonus (provided for below) shall be subject to review and revision by the
Compensation Committee of the Employer's Board of Directors on or about July 16
of each year during the Employment Period.
(b) In addition to the Base Salary, Executive shall be entitled to
participate in any life, accident and health insurance, 401K stock option,
hospitalization, or any other plan or benefit now or hereafter afforded by
Employer to its executives generally if and to the extent Executive is eligible
to participate.
(c) A Bonus program shall be negotiated in good faith by the Executive and
the Employer and put into effect as soon as possible retroactive to the
beginning of the Employment Period and to remain in effect throughout the
Employment Period. Such Bonus program shall contain an annual target bonus
equal to 50% of Executive's annual Base Salary, which bonus, or portions
thereof, may be earned upon Executive's achievement of provided performance
milestones.
(d) In the event of an Unfriendly Takeover of Employer (as hereinafter
defined), Executive shall have the right to terminate his employment at any
time by written notice to Employer. Upon termination of Executive's
employment after an Unfriendly Takeover for any reason whatsoever (including
resignation, dismissal, death or disability as provided in Section 4, or
expiration of the Employment Period), Executive shall receive, in addition to
all other compensation and benefits he may be entitled to under (i) this
Agreement, (ii) the Employer's Stock Option Plan and related option
agreement(s) ("Stock Options"), and (iii) any other written plan to which
Executive and Employer are parties, Termination Compensation in an amount
equal to one times his Base Salary at the date of such termination plus the
cost of continued life, accident, health and hospitalization insurance for a
period of one year beyond the date of such termination; provided, however,
that if an Unfriendly Takeover occurs after the date of Executive's death, or
after the commencement of a period of disability pursuant to Section 4(a),
the provisions of this paragraph (c) shall not apply. Termination
Compensation shall be paid in one lump sum no later than ninety (90) days
after the termination date. For purposes of this Agreement, an Unfriendly
Takeover shall mean any merger or consolidation of Employer with any other
unaffiliated entity or person, an acquisition by an unaffiliated entity or
person of substantially all Employer's assets, any acquisition of fifty
percent (50%) or more of the combining voting power of Employer's stock other
than acquisitions from Executive) by any individual period or entity
(including a group considered a single person under Section 13(d)(3) of the
Securities Exchange Act of 1934 and the Regulations promulgated thereunder,
or equivalent provisions of future laws) or any change in a majority of the
members of the Employer's Board of Directors within any 24 month period
(including the election of new members following an increase in the number of
members of the Board), unless such above event is pursuant to a tender offer,
merger or other plan of reorganization which is approved by a majority of
Employer's Board of Directors in office as of the date hereof.
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(ii) All compensation, except Termination Compensation and Employee's right
under the Option Plan and related option agreements, shall cease upon the
termination of the Executive's employment or the Employment Period.
Notwithstanding the foregoing, Executives rights and obligations with respect to
options issued to Executive under Employer's Stock Option Plan (the "Option
Plan") shall, in the event of Executive's termination of employment, be governed
by the provisions of the Plan and the Option Agreement(s) which may be issued
thereunder.
(e) Executive shall participate in the Company's Directors and Officer's
Insurance coverage, which is at least $1,000,000 in the aggregate, and provides
protection to Executive concerning liability arising out of actions taken by
Executive in the regular course of performance of his duties under this
Agreement.
(f) The parties agree that an agreement shall be executed and delivered to
the Executive under which the Executive will be granted certain options to
purchase shares in the Employer and that the execution and delivery of such
agreement shall be a condition of Executive's employment hereunder.
(g) In the event Executive's employment by Employer is terminated during
the Employment Period for any reason other than Cause, then Employer shall
provide Executive reasonable outplacement services to be provided by a firm
selected by Executive and reasonably acceptable to Employer.
4. TRADE SECRETS AND CONFIDENTIAL INFORMATION
In the course of the term of employment it is anticipated that Executive
shall have access to secret or confidential information, records, date,
specifications, systems methods, plans, policies, inventions, material and other
knowledge ("Confidential Material") owned by Employer, which are acknowledged by
Executive to be valuable, special and unique aspects of the Employer's business.
All such Confidential Material shall be and remain the property of Employer,
whether or not created by Executive's services. Except as required by his
duties to Employer, Executive shall not, directly or indirectly, either during
the Employment Period or at any time thereafter, disclose or disseminate to
anyone or make use of, for any purpose whatsoever, any Confidential Material.
Upon termination of his employment Executive shall promptly deliver to the
Employer all Confidential Material (including all copies thereof whether
prepared by Executive, Employer or others) which are in the possession or under
the control of Executive.
5. NON-COMPETITION
Executive agrees that, except in accordance with his duties under this
Agreement on behalf of Employer, he will not, during the term of his employment
with Employer and for a period of three (3) months after termination of
Executive's employment with Employer for any reason (the "Non-Competition
Period"):
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(a) Independent of any other obligation under this Agreement directly, or
indirectly through any other individual, person or entity (i) own, (ii) manage,
(iii) operate, (iv) be employed by, (v) render services to, (vi) become
interested in or associated with, (vii) join in, (viii) control, (ix)
participate in (whether as an officer, director, shareholder, creditor, partner,
promoter, proprietor, associate, employee, representative, or otherwise) or (x)
otherwise carry on any Competing Business (as hereinafter defined); provided,
however, that this paragraph (a) shall not preclude Executive from owning not
more than five percent (5%) of the equity ownership of any Competing Business,
provided that such interest is owned as a passive investment and Executive does
not actively participate in such Competing Business.
(b) Independent of any other obligation under this Agreement, directly, or
individually through any other individual, person or entity solicit, entice,
persuade or induce any individual, person or entity which presently is, or at
any time during the Non-Competition Period shall be, an employee of Employer, to
terminate or refrain from renewing or extending his or her employment with
Employer or to become employed by or enter into a contractual relationship with
Executive or any other individual, person or entity, and Executive shall not
approach any employee for any such purpose or authorize or knowingly cooperate
with the taking of any such action by other individual, person or entity.
(c) Independent of any other obligation under this Agreement, directly, or
indirectly through any other individual, person or entity solicit, entice,
persuade or induce any individual, person or entity which presently is, or at
any time during the Non-Competition Period shall be, a supplier or vendor to
Employer, to terminate, reduce or refrain from renewing or extending its
contractual or other relationship with Employer, and the Executive shall not
approach any such supplier or vendor for any such purpose or authorize or
knowingly cooperate with the taking of any such action by any other individual,
person or entity.
(d) Independent of any other obligation under this Agreement, directly,
or indirectly through any other individual, person or entity solicit, entice,
persuade, induce, contact or otherwise discuss with any individual person or
entity which presently is, or at any time during the Non-Competition Period
shall be, a customer of Employer, to terminate, reduce or refrain for
renewing or extending its contractual or other relationship with the
Employer, or to become a customer of or enter into any contractual or other
relationship with any Competing Business for or to provide goods or services
of the type provided by Employer or Executive shall not approach any such
customer for any such purpose or authorize or knowingly cooperate with the
taking of any such action by any other individual, person or entity.
(e) For purposes of this Agreement, a Competing Business shall include any
business conducted in whole or in part within the continental United States of
providing stock or securities price quotations to brokerage firms, banks, trust
companies or insurance companies.
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6. TERMINATION FOR CAUSE
Notwithstanding any other provision of this Agreement, Executive's
employment and the Employment Period may be terminated at any time for "cause."
Cause means any one or more of the following events:
(i) any material act of fraud or dishonesty on the part of Executive in
connection with his employment;
(ii) a judgment convicting the Executive for any crime or offense
constituting a felony under the laws of any local, state or federal criminal
statute, including without limitation, a conviction for any act of dishonesty
such as embezzlement, theft, larceny or for assault or battery;
(iii) any failure by Executive to perform his duties and functions as
required pursuant to Section 2 above, which failure continued or reoccurred
after the Company has notified, IN WRITING, the Executive of the initial failure
and provided the Executive with a period of 30 days to cure the failure and
properly perform his duties and functions as required by the Company; or
(iv) any other breach by the Executive of this Agreement or the policies of
the Company.
7. RENEWAL
Upon the expiration of the initial three year Employment Period,
Executive's employment and the Employment Period shall be renewed and continue
automatically on an annual basis in one year terms unless and until one of the
parties delivers to the other a written notice of intention to terminate at
least ninety days prior to the expiration of the then existing Employment
Period. At all times, the parties maintain their rights to terminate the
Agreement and the Employment Period pursuant to Sections 3(d) and 6.
In the event that the Employer does not RENEW Executive's employment at the
end of the initial Employment Period, for reasons other than Cause, the Employer
shall pay to Executive an amount equal to one (1) times his Base Salary at the
time of non-renewal and the costs of continued life, accident, health and
hospitalization insurance for a period of one year beyond the end of the initial
Employment Period ("Non-Renewal Compensation"). Thereafter, Executive shall be
entitled to COBRA benefits. The Non-Renewal Compensation shall be paid to the
Executive in six equal monthly installments beginning on the last day of the
month following the termination of Executive's Employment. Such payments will
be suspended and all unpaid Non-Renewal Compensation forfeited in the event that
Executive breaches any provision of the Agreement.
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8. RESIGNATION
In the event that Executive chooses not to accept renewal of his Employment
and the Employment Period or at any time resigns or otherwise terminates his
employment, the Executive shall deliver to the Employer notice of his decision
at least 30 days prior to the resignation, termination or non-renewal.
9. NOTICES
Any notice required to be given under this Agreement shall be in writing
and sent registered or certified mail, return receipt requested, to the parties'
respective address(es), or to an address respectively designated in writing by a
party. Unless Executive designates another address, notices addressed to him
may be sent to his attention at the principal office of Employer in Chicago.
10. MISCELLANEOUS
(a) Whether or not expressly stated, "Employer", as used herein, shall,
unless the context clearly otherwise requires, include each and every
"affiliate" thereof and "affiliate" wherever used shall have the meaning
presently provided in Rule 12b-2 of the General Rules and Regulations
promulgated under the Securities Exchange Act of 1934.
(b) The rights and obligations of Employer shall inure to the benefit of
and be binding upon any successor, transferee or assign of Employer. This
Agreement is personal to Executive and shall not be assigned by him to any other
party whatsoever; however, the rights of Executive shall inure to the benefit of
his heirs or legal representatives.
(c) All rights and remedies provided in this Agreement or by law are
cumulative and severable. The pursuance of any remedy by either party shall not
be deemed a waiver of other remedies, and if any right or remedy provided shall
ever be held invalid or unenforceable, the other rights and remedies provided
shall not be affected by such holding.
(d) This Agreement contains the entire agreement of the parties hereto and
may only be amended by the written mutual agreement of the parties hereto. This
Agreement supersedes, nullifies and replaces any prior existing agreements,
written or otherwise, between the parties.
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(e) This Agreement has been executed in Chicago, Illinois and shall be
governed by the laws of Illinois.
PC QUOTE, INC. (Employer)
By: /s/ LOUIS J. MORGAN
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Louis J. Morgan, Chairman
ATTEST:
/s/ DARLENE E. CZAJA
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Darlene E. Czaja, Corporate Secretary
ACCEPTED:
/s/ HOWARD C. MELTZER
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Howard C. Meltzer (Executive)
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