Employment Agreement - PC Quote Inc. and Louis J. Morgan
EMPLOYMENT AGREEMENT
THIS AGREEMENT made as of the 2nd day of December, 1996, by and between PC
QUOTE, INC., a Delaware corporation ("Employer") and LOUIS J. MORGAN
("Employee").
RECITALS
WHEREAS, Employee has served as the Chairman of the Board and the Chief
Executive Officer of Employer for the past several years;
WHEREAS, Employer and Employee have entered into an employment agreement
dated February 15, 1989 (the "1989 Agreement") providing for the employment and
compensation of Employee as Chief Executive Officer and Chairman of the Board of
Employer for the past several years;
WHEREAS, Employer and Employee wish to enter into a new employment
agreement (hereinafter "Agreement") which would replace the 1989 Agreement and
which would set forth the specific terms and conditions of Employee's continued
employment by Employer;
WHEREAS, Employee acknowledges that during the course of his employment,
he will have access to certain secret and confidential matters belonging to
Employer and other confidential and sensitive information belonging to or
relating to Employer and/or to Employer's employees, prospective employees,
clients, prospective clients, suppliers, prospective suppliers, and
independent contractors;
WHEREAS, Employer's relationship with its clients, its ongoing service to
them, and the protections of confidential, unique and secret information
belonging to the Employer and its clients are vital to the continued operation
of the Employer's business, and the divulgence of any of the above stated
information would constitute an irreparable injury to Employer and or its
clients;
NOW THEREFORE, Employer and Employee agree as follows:
A. DUTIES.
Employee shall serve as the Chairman of the Board of Directors of Employer
and shall carry out all reasonable duties assigned to persons occupying these
positions under the certificate of incorporation of Employer, any additional
duties that are customarily assumed by persons occupying these positions, and
any other duties that Employee and the Board of Directors of Employer shall
agree upon.
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B. COMPENSATION AND OTHER TERMS AND CONDITIONS OF EMPLOYMENT.
1. SALARY. During the Term (as defined in paragraph F. herein) of
this Agreement, Employer shall pay to Employee a salary at an annual rate of
$251,000 in equal installments as nearly as practicable on the fifteenth and
last days of each month in arrears.
2. EXPENSES. During the Term of this Agreement, the Employee shall
be entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Employee in performing services hereunder, provided that such expenses
are incurred and accounted for in accordance with the policies and procedures
established by the Employer.
3. OTHER BENEFITS. The Employee shall be entitled to participate in
or receive benefits under any employee benefit plan, insurance or arrangement
made available by the Employer, whether currently maintained by the Employer or
made available by the Employer in the future, to its executives and key
management employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans and arrangements. The
Employer shall maintain in full force and effect, and the Employee shall be
entitled to continue to participate in, all of its Employee benefit plans,
insurance and arrangements in effect on the date hereof in which the Employee
participates, or plans or arrangements providing the Employee with at least
equivalent benefits thereunder.
4. VACATIONS. During the Term of this Agreement, Employee shall be
entitled to reasonable vacation periods during which his compensation shall be
paid in full. Vacation periods substantially equivalent to those taken by
Employee while performing his present duties prior to execution of this
Agreement shall be considered reasonable.
5. OTHER COMPENSATION. Employee shall be entitled to any
compensation in addition to the amounts set forth above deemed appropriate by
Employer, including without limitation stock options.
6. EFFECT OF EARLY TERMINATION. In the event this Agreement is
terminated early under Paragraph F herein, Employee's compensation and benefits
will be prorated based on the number of days Employee was employed under this
Agreement.
C. BEST EFFORTS.
1. EMPLOYEE. Employee agrees that he will at all times faithfully
and industriously perform all of his duties that may be required of and from him
to the reasonable satisfaction of Employer. Employee further agrees that during
the term of this Agreement he will not engage in or become interested in any
other business, calling or enterprise which is or may be contrary to or in
competition with the interest, welfare, or benefit of Employer.
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2. EMPLOYER. Employer agrees to use its best efforts to secure the
election of Employee as a member of the Employer's Board of Directors at the
Employer's next shareholder meeting.
D. CONFIDENTIALITY.
1. SCOPE. Employee shall not at any time during the term of his
employment with Employer or for a period of twelve (12) calendar months after
the termination of Employee's employment, regardless of who initiated such
termination, communicate, divulge or disclose for use by himself or others any
information or knowledge, disclosed or otherwise obtained by him during his
employment by Employer (including but not limited to information and knowledge
conceived, discovered or developed by Employee) which is not generally known in
Employer's industry and which is related to the business of Employer or the
business or the Employer's customers or suppliers or is in the nature of a trade
secret of Employer or Employer's customers or suppliers.
2. RETURN OF PAPERS. At the time of Employee's termination or
demand by Employer (whichever is sooner), Employee shall promptly turn over to
Employer all books, records, papers and other documents obtained in the course
of Employee's duties under this Agreement.
E. REMEDIES.
In the event of any violation of Paragraphs C or D herein, Employer
shall be authorized and entitled to obtain from any court of competent
jurisdiction preliminary and permanent injunctive relief as well as an equitable
accounting of all profits or benefits arising out of such violation, which
rights and remedies shall be cumulative and in addition to any other rights or
remedies to which Employer may be entitled, including the right to damages
directly or indirectly sustained by Employer. The prevailing party shall be
paid reasonable attorney fees, court costs and litigation expenses incurred in
enforcing any provisions of this Agreement.
F. TERM.
The term of this Agreement shall be one year beginning on the 2nd day
of December, 1996 (the Term). However, notwithstanding the foregoing, Employee
may terminate Employee's employment with Employer at any time without cause upon
giving thirty (30) days written notice to Employer, and further provided that
Employer may at any time terminate Employee's employment upon giving ten (10)
days notice only on the basis of Employee's dishonesty, conviction of a felony
or gross misconduct. If Employee's employment is involuntarily terminated by
Employer during the Term of this Agreement for any other reason, Employee shall
continue to receive the compensation and other benefits set forth herein through
December 2, 1997.
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G. NOTICES.
All notices pursuant to this Agreement must be in writing. All
notices to Employer shall be addressed to the main office of Employer at 300
South Wacker Drive, Chicago, Illinois, or at such other address as Employer may
hereafter designate by written notice to Employee given in accordance with this
paragraph and all notices to Employee shall be addressed to the Employee at the
office in which he is based with a copy to his home address as last indicated in
the books and records of the Employer or at such other address as Employee may
hereafter designate by written notice to Employer given in accordance with this
Paragraph. All notices shall be considered effective when delivered personally
to Employer or Employee or two (2) days after deposit of said notice in the
United States mail, registered mail, postage prepaid, return receipt requested,
addressed to the address of the party to whom directed as hereinabove set forth.
H. ADDITIONAL PROVISIONS.
1. ENTIRE AGREEMENT. This Agreement represents the entire agreement
between Employer and Employee, and all of the terms and conditions of this
Agreement take precedence over any and all prior understandings and agreements
made by and between Employer and Employee regarding employment and the execution
of this Agreement shall constitute the termination of any and all such prior
agreements.
2. SEVERABILITY. In the event any of the restrictions contained in
this Agreement are held to be in any respect an unreasonable restriction upon
Employee, then the court so holding shall reduce the territory to which it
pertains and/or the period of time in which it operates, or effect any other
change to the extent necessary to render any of the restrictions enforceable.
Each of the terms and provisions of this Agreement is and is to be deemed
severable in whole or in part and, if any term or provision or the application
thereof in any circumstances should be invalid, illegal or unenforceable, the
remaining terms and provisions or the application thereof to circumstances other
than those as to which it is held invalid, illegal or unenforceable, shall not
be affected thereby and shall remain in full force and effect.
3. ASSIGNMENT. The rights and obligations of Employer and Employee
hereunder shall inure to the benefit of and be binding upon any successor or
assign of Employer. This Agreement is personal to Employee and shall not be
assigned by him to any other party whatsoever.
4. EFFECT OF WAIVER. The waiver by Employer of any breach of any
provision of this Agreement by Employee shall not operate or be construed as a
waiver of any subsequent breach by Employee. No waiver shall be legally
operative unless in writing and signed by an authorized agent of Employer.
5. GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Illinois.
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6. AMENDMENT. This Agreement, unless otherwise herein stated
herein, may only be amended by the written mutual agreement of the parties
hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first written above.
EMPLOYER:
PC QUOTE, INC.
By: /s/ Howard C. Meltzer
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President
EMPLOYEE:
/s/ Louis J. Morgan
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Louis J. Morgan
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