Employment Agreement - Intersections Inc.
[FORM]
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made as of this ___ day
of _______________, 2004, by and between Intersections Inc., a Delaware
corporation, with offices at 14901 Bogle Street, Chantilly, Virginia 20151 (the
"Corporation") and ______________, an individual, residing at
____________________ (the "Executive").
W I T N E S S E T H:
WHEREAS, the Executive has been employed pursuant to an Employment
Agreement dated as of ___________ ___, 200_ (the "Predecessor Agreement");
WHEREAS, the Corporation desires to continue to employ the Executive
and the Executive desires to accept such continued employment upon the terms and
conditions contained in this Agreement;
WHEREAS, the Corporation and the Executive desire that, upon this
Agreement becoming effective, it shall replace and supercede the Predecessor
Agreement and that the Predecessor Agreement shall be of no force and effect;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. Employment. The Corporation hereby employs the Executive, and
the Executive hereby accepts employment, as the _____________________________
under the terms and conditions set forth herein.
2. Term. This Agreement and the Executive's employment are for an
indefinite term. Therefore, the Executive is employed on an at-will basis and
either the Executive or the Corporation may terminate his employment at any time
and for any reason, with or without "cause" including, without limitation, as
defined in paragraph 6.c.; provided, however, other than in the case of
termination by the Corporation for "cause" as defined in paragraph 6.c. or due
to the Executive's death as set forth in paragraph 6.a., both the Corporation
and the Executive shall give the other 60 days' prior written notice of
termination. Notwithstanding the foregoing, the Corporation may, at its option,
provide up to 60 days' full pay and benefits in lieu of such 60 days' notice or
any portion thereof.
3. Duties.
a. While the Executive is employed pursuant to this
Agreement, he shall perform such duties and discharge such responsibilities as
the Board of Directors of the Corporation shall from time to time direct, which
duties and responsibilities shall be commensurate with the Executive's position.
The Executive shall comply fully with all
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applicable laws, rules and regulations as well as with the Corporation's
policies and procedures. The Executive shall devote his entire working time to
the business of the Corporation and shall use his best efforts, skills and
abilities in his diligent and faithful performance of his duties and
responsibilities hereunder. While the Executive is employed pursuant to this
Agreement, he shall not engage in any other business activities or hold any
office or position, regardless of whether any such activity, office or position
is pursued for profit or other pecuniary advantage, without the prior written
consent of the Corporation; provided, however, the Executive may engage in (i)
personal investment activities for himself and his family and (ii) charitable
and civic activities, so long as such outside interests set forth in subsections
(i) and (ii) hereof do not interfere with the performance of his duties and
responsibilities hereunder.
b. The Board of Directors of the Corporation reserves
the right from time to time to assign to the Executive additional duties and
responsibilities and to delegate to other employees of the Corporation duties
and responsibilities normally discharged by the Executive. All such assignments
and delegations of duties and responsibilities shall be made in good faith and
shall not materially affect the general character of the work to be performed by
the Executive. The Executive shall hold such officerships and directorships in
the Corporation and any subsidiary to which, from time to time, the Executive
may be appointed or elected.
4. Compensation and Related Matters. As full compensation for the
Executive's performance of his duties and responsibilities during his employment
pursuant to this Agreement, the Corporation shall pay the Executive the
compensation and provide the benefits set forth below:
a. Base Salary. The Corporation shall pay the Executive
an annual salary (the "Base Salary") of ________________ ($_________), less
applicable withholding and other deductions, payable in accordance with the
Corporation's then current payroll practices. The Base Salary will be reviewed
at least annually by the Corporation's Board of Directors and may be increased,
but not decreased, in its sole discretion, in which event any increased Base
Salary shall be deemed the Base Salary under this Agreement.
b. Bonus. The Executive shall be entitled to participate
in any bonus (each a "Bonus") plan adopted by the Corporation, or any
subsidiary, which may be in effect at any time during the Executive's employment
by the Corporation, including, without limitation, any bonus plan adopted for
officers, or for senior or executive officers, of the Corporation. The
Executive's participation in any Bonus plan shall be subject to the plan
conditions adopted by the Board of Directors or its Compensation Committee.
c. Benefits.
(i) The Executive shall be entitled to
participate in, and receive benefits from, any insurance, medical, dental,
disability, incentive compensation, stock option or other employee benefit plan,
if any are adopted, of the Corporation or any subsidiary which may be in effect
at any time during the Executive's employment by the Corporation.
(ii) In addition to the benefits provided under
paragraph 4.c(i) above, the Corporation shall pay for any medical or dental
costs incurred by the Executive, or his
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dependents covered by the Corporation's group medical and dental insurance, to
the extent not paid by the Corporation's group medical or dental insurance,
including, without limitation, deductibles, provided such payment in any
calendar year does not exceed an amount equal to 5% of the Executive's Base
Salary in that calendar year. In addition, the Corporation shall pay for one
comprehensive physical examination of the Executive in each calendar year,
together with such diagnostic or other tests that are part of such examination.
The Corporation may provide the benefits under this paragraph 4.c(ii) either by
purchasing additional insurance or by making direct payments to the Executive or
his medical provider, as determined by the Corporation in its sole discretion.
As a condition of payment, the Executive must submit bills or other documents
satisfactory to the Corporation or its insurance provider.
d. Leave. The Executive shall be eligible to receive and
take paid leave that the Corporation generally makes available to its senior
officers in accordance with the Corporation's leave policies (as may be revised
from time to time).
e. Car Allowance. The Corporation shall provide the
Executive with an annual car allowance (the "Car Allowance"), which shall be
applied to the purchase or lease of a vehicle. The Car Allowance shall equal 4%
of the Executive's Base Salary, less applicable withholding and other
deductions, and shall be divided into equal payments and paid on the same basis
as the Corporation's payroll. The Executive shall be responsible for the
maintenance and operation of the vehicle and the costs associated with the same,
including, without limitation, insurance.
5. Expenses. The Corporation or its subsidiaries shall reimburse
the Executive for expenses which the Executive may from time to time reasonably
incur on behalf of and at the request of the Corporation in the performance of
his responsibilities and duties under this Agreement, provided that the
Executive shall be required to account to the Corporation for such expenses in
the manner prescribed by the Corporation.
6. Termination. This Agreement and the Executive's employment
shall terminate:
a. immediately upon the Executive's death; or
b. upon the Executive being unable to perform his duties
and responsibilities hereunder due to his disability (as defined below). For
purposes of this Agreement, the term "disability" shall mean that the Executive
has been unable to perform the duties and responsibilities required of him
hereunder due to a physical and/or mental condition for a period of 90
consecutive days or 180 non-consecutive days during any 12-month period. During
such period of disability, the Executive shall continue to receive the Base
Salary (less any Corporation-paid benefits that he receives, such as short term
disability or workers compensation, during such period); or
c. upon the existence of cause. For purposes of this
Agreement, "cause" shall mean that the Executive: (i) has been convicted of, or
entered a plea of nolo contendre to, a misdemeanor involving moral turpitude or
any felony under the laws of the United States or any state or political
subdivision thereof; (ii) has committed an act constituting a breach of
fiduciary duty, fraud, gross negligence or willful misconduct; (iii) has engaged
in conduct that violated the
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Corporation's then existing internal policies or procedures and which is
materially detrimental to the business, reputation, character or standing of the
Corporation or any of its subsidiaries; or (iv) after written notice to the
Executive and a reasonable opportunity of at least 30 days to cure, the
Executive shall continue (x) to be in material breach of the terms of this
Agreement; (y) to fail or refuse to attend to the material duties and
responsibilities assigned to him by the Corporation's Board of Directors
hereunder; or (z) to be absent excessively for reasons unrelated to disability;
or
d. upon the existence of "good reason". For purposes of
this Agreement, the following shall constitute "good reason": Upon written
notice setting forth the alleged good reason by Executive to the Corporation,
and the expiration of a 30-day cure period, there continues to be: (i) a
reduction in the Executive's Base Salary and/or in the aggregate benefits
provided for hereunder; (ii) the relocation of the Executive's office to a
location outside of a 30-mile radius from the Corporation's present Chantilly,
Virginia location; (iii) a material breach by the Corporation of the terms of
this Agreement; or (iv) the failure by the Corporation to obtain an agreement
from any successor to the Corporation to assure that such successor guarantees
the Corporation's performance of this Agreement or assumes and undertakes to
perform the Corporation's obligations hereunder; provided, however, in the event
of a "change in control" as defined in paragraph 6.e. hereof, then the
Corporation shall cease to have a 30-day period within which to cure the alleged
good reason.
e. for the purposes of this Agreement, the term "change
in control" shall mean that:
(i) any "person or "group" (as such terms are
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), other than the Corporation, any existing director
or officer of the Corporation, any trustee or other fiduciary holding securities
under an employee benefit plan of the Corporation, or any corporation owned,
directly or indirectly, by the stockholders of the Corporation in substantially
the same proportions as their ownership of stock of the Corporation, becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Corporation representing 30% or more of the
Common Stock of the Corporation; or
(ii) the stockholders of the Corporation approve
a merger or consolidation of the Corporation with any other corporation, other
than a merger or consolidation which would result in the voting securities of
the Corporation outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 50% of the combined voting power of the voting
securities of the Corporation or such surviving entity outstanding immediately
after such merger or consolidation; or
(iii) the stockholders of the Corporation approve
an agreement for the sale or disposition by the Corporation of all or
substantially all of the Corporation's assets.
f. If the Executive's employment is terminated by: (a)
the Corporation pursuant to paragraph 6.a., b. or c., or (b) the Executive other
than pursuant to paragraph 6.d., then, unless the parties otherwise mutually
agree, in full satisfaction of the Corporation's
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obligations under this Agreement the Executive, his beneficiaries or estate, as
appropriate, shall be entitled to receive (i) the Base Salary provided for
herein up to and including the effective date of termination, prorated on a
daily basis; provided, however, in the event of termination due to the
Executive's death or disability as provided in paragraph 6.a. and b.,
respectively, then his Base Salary shall continue to be paid up to the end of
the month in which the death or termination due to disability occurs; (ii) any
Bonus due at the time of termination under a then current Bonus plan; (iii)
medical benefit continuation at the Executive's and/or his dependent's expense
as provided by law; provided, however, in the event of termination due to the
Executive's death or disability as provided in paragraph 6.a. and b.,
respectively, then the Corporation will pay the cost of the Executive's medical
benefit continuation for Executive and any covered dependents for up to 18
months or until the Executive and/or his covered dependents are covered by
another company's group health insurance, whichever is sooner; and (v) benefits,
if any, payable upon the Executive's death or disability, respectively.
g. If the Executive's employment is terminated by: (a)
the Corporation other than pursuant to paragraph 6.a., b. or c. or (b) the
Executive pursuant to paragraph 6.d., then, unless the parties otherwise
mutually agree, in full satisfaction of the Corporation's obligations under this
Agreement the Executive, his beneficiaries or estate, as appropriate, shall be
entitled to receive: (i) the Base Salary provided for herein up to and including
the effective date of termination, prorated on a daily basis; (ii) any Bonus due
at the time of termination under a then current Bonus plan; (iii) severance in
an amount equal to the total cash compensation (Base Salary and Bonus) that the
Executive has received (whether or not pursuant to this Agreement) during the
prior 18-month period, or the prior 30-month period if the Executive's
employment is terminated twelve months or less after a change in control in
exchange for a general release in form and content satisfactory to the
Corporation to be paid in one payment upon such release becoming effective; and
(iv) medical benefit continuation at the Executive's and/or his dependent's
expense as provided by law; provided, however, as additional consideration for
the general release set forth in paragraph 6.g. (iii), the Corporation will pay
the cost of the Executive's medical benefit continuation pursuant to paragraphs
4.c(i) and 4.c(ii) for the Executive and any covered dependents for up to 18
months or until the Executive and/or his covered dependents are covered by
another company's group health insurance, whichever is sooner. In the event the
Executive has been employed by the Corporation for less than 18 months at the
time of termination under this paragraph, or 30 months if the Executive's
employment was terminated twelve months or less after a change in control, the
amount of the severance under this paragraph 6.g shall be computed as follows,
with "X" representing the amount of severance:
Actual Total Cash Compensation (Base Salary and Bonus) = X
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Number of Days Employed Y
The denominator "Y" in the equation above equals 540, or 900 if the Executive's
employment was terminated twelve months or less after a change in control. This
means, for example, if the Executive's Total Cash Compensation were $150,000 and
he worked for the Corporation for 270 days, then "X" would equal, and he would
receive severance in the amount of, $300,000, or $500,000 if the Executive's
employment was terminated twelve months or less after a change in control.
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h. The Executive hereby acknowledges that he is employed
by the Corporation for an indefinite term and nothing in this Agreement,
including, without limitation, this paragraph 6, changes the at-will nature of
his employment.
7. Confidential and Proprietary Information; Work Product;
Warranty; Non-Competition; Non-Solicitation.
a. Confidentiality. The Executive acknowledges and
agrees that there are certain trade secrets and confidential and proprietary
information (collectively, "Confidential Information") which have been developed
by the Corporation and which are used by the Corporation in its business.
Confidential Information shall include, without limitation: (i) customer lists
and supplier lists; (ii) the details of the Corporation's relationships with its
customers, including, without limitation, the financial relationship with a
customer, knowledge of the internal "politics"/workings of a customer
organization, a customer's technical needs and job specifications, knowledge of
a customer's strategic plans and the identities of contact persons within a
customer's organization; (iii) the Corporation's marketing and development
plans, business plans; and (iv) other information proprietary to the
Corporation's business. The Executive shall not, at any time during or after his
employment hereunder, use or disclose such Confidential Information, except to
authorized representatives of the Corporation or the customer or as required in
the performance of his duties and responsibilities hereunder. The Executive
shall return all customer and/or Corporation property, such as computers,
software and cell phones, and documents (and any copies including, without
limitation, in machine or human-readable form), to the Corporation when his
employment terminates. The Executive shall not be required to keep confidential
any information, which (x) is or becomes publicly available through no fault of
the Executive or (y) is already in his possession (unless obtained from the
Corporation or one of its customers). Further, the Executive shall be free to
use and employ his general skills, know-how and expertise, and to use, disclose
and employ any generalized ideas, concepts, know-how, methods, techniques or
skills, including, without limitation, those gained or learned during the course
of the performance of his duties and responsibilities hereunder, so long as he
applies such information without disclosure or use of any Confidential
Information.
b. Work Product. The Executive agrees that all
copyrights, patents, trade secrets or other intellectual property rights
associated with any ideas, concepts, techniques, inventions, processes, or works
of authorship developed or created by him during his employment by the
Corporation and for a period of 6 months thereafter, that (i) relate, whether
directly or indirectly, to the Corporation's actual or anticipated business,
research or development or (ii) are suggested by or as a result of any work
performed by the Executive on the Corporation's behalf, shall, to the extent
possible, be considered works made for hire within the meaning of the Copyright
Act (17 U.S.C. Section 101 et. seq.) (the "Work Product"). All Work Product
shall be and remain the property of the Corporation. To the extent that any such
Work Product may not, under applicable law, be considered works made for hire,
the Executive hereby grants, transfers, assigns, conveys and relinquishes, and
agrees to grant, transfer, assign, convey and relinquish from time to time, on
an exclusive basis, all of his right, title and interest in and to the Work
Product to the Corporation in perpetuity or for the longest period otherwise
permitted by law. Consistent with his recognition of the Corporation's absolute
ownership of all Work Product, the Executive agrees that he shall (i) not use
any Work Product for the benefit of any party other than the Corporation and
(ii) perform such acts and execute such documents and
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instruments as the Corporation may now or hereafter deem reasonably necessary or
desirable to evidence the transfer of absolute ownership of all Work Product to
the Corporation; provided, however, if following 10 days' written notice from
the Corporation, the Executive refuses, or is unable, due to disability,
incapacity, or death, to execute such documents relating to the Work Product, he
hereby appoints any of the Corporation's officers as his attorney-in-fact to
execute such documents on his behalf. This agency is coupled with an interest
and is irrevocable without the Corporation's prior written consent.
c. Warranty. The Executive represents and warrants to
the Corporation that (i) there are no claims that would adversely affect his
ability to assign all right, title and interest in and to the Work Product to
the Corporation; (ii) the Work Product does not violate any patent, copyright or
other proprietary right of any third party; (iii) the Executive has the legal
right to grant the Corporation the assignment of his interest in the Work
Product as set forth in this Agreement; and (iv) he has not brought and will not
bring to his employment hereunder, or use in connection with such employment,
any trade secret, confidential or proprietary information, or computer software,
except for software that he has a right to use for the purpose for which it
shall be used, in his employment hereunder.
d. Non-Competition; Non Solicitation. The Executive
agrees that during his employment by the Corporation and for 18 months
thereafter, regardless of the circumstances which result in his termination, he
shall not within the continental United States (i) engage or attempt to engage,
directly or indirectly, whether as an employee, officer, director, consultant or
otherwise, in any business activity which is the same as, substantially similar
to or directly competitive with the Corporation; (ii) solicit or attempt to
solicit, directly or indirectly, whether as an employee, officer, director,
consultant or otherwise, any person or entity which is then a customer of the
Corporation or has been a customer or solicited by the Corporation in the
preceding 18-month period, to purchase products or services directly competitive
with those sold or provided by the Corporation from any entity other than the
Corporation; (iii) solicit for employment, engage and/or hire, whether directly
or indirectly, any individual who is then employed by the Corporation or engaged
by the Corporation as an independent subcontractor or consultant; and/or (iv)
encourage or induce, whether directly or indirectly, any individual who is then
employed by the Corporation or engaged by the Corporation as an independent
contractor or consultant to end his/her business relationship with the
Corporation; provided, however, nothing in this paragraph 7.d. shall prevent the
Executive from owning, solely as an investment, up to 5% of the securities of
any publicly-traded company.
e. Cooperation. The Executive agrees, upon reasonable
notice, to cooperate fully with the Corporation and its legal counsel on any
matters relating to the conduct of any litigation, claim, suit, investigation or
proceeding involving the Corporation in connection with any facts or
circumstances occurring during the Executive's employment with the Corporation
in which the Corporation reasonably determines that the Executive's cooperation
is necessary or appropriate.
f. Injunctive Relief; Remedy. The Executive acknowledges
that a breach or threatened breach of any of the terms set forth in this
paragraph 7 shall result in an irreparable and continuing harm to the
Corporation for which there shall be no adequate remedy at law. The Corporation
shall, without posting a bond, be entitled to seek injunctive and other
equitable
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relief, in addition to any other remedies available to the Corporation. All
expenses, including, without limitation, attorney's fees and expenses incurred
in connection with any legal proceeding arising as a result of a breach or
threatened breach of paragraph 7 of this Agreement shall be borne by the losing
party to the fullest extent permitted by law and the losing party hereby agrees
to indemnify and hold the other party harmless from and against all such
expenses.
g. Essential and Independent Agreements. It is
understood by the parties hereto that the Executive's obligations and the
restrictions and remedies set forth in this paragraph 7 are essential elements
of this Agreement and that but for his agreement to comply with and/or agree to
such obligations, restrictions and remedies, the Corporation would not have
entered into this Agreement or employed (or continued to employ) him. The
Executive's obligations and the restrictions and remedies set forth in this
paragraph 7 are independent agreements and the existence of any claim or claims
by him against the Corporation under this Agreement or otherwise will not excuse
his breach of any of his obligations or affect the restrictions and remedies set
forth under this paragraph 7.
h. Survival of Terms; Representations. The Executive's
obligations under this paragraph 7 hereof shall remain in full force and effect
notwithstanding the termination of his employment. He acknowledges that he is
sophisticated in business, and that the restrictions and remedies set forth in
this paragraph 7 do not create an undue hardship on him and will not prevent him
from earning a livelihood. He further acknowledges that he has had a sufficient
period of time within which to review this Agreement, including, without
limitation, this paragraph 7, with an attorney of his choice and he has done so
to the extent he desired. The Executive and the Corporation agree that the
restrictions and remedies contained in this paragraph 7 are reasonable and
necessary to protect the Corporation's legitimate business interests regardless
of the reason for or circumstances giving rise to such termination and that he
and the Corporation intend that such restrictions and remedies shall be
enforceable to the fullest extent permissible by law. The Executive agrees that
given the scope of the Corporation's business and the sophistication of the
information highway, any further geographic limitation on such remedies and
restrictions would deny the Corporation the protection to which it is entitled
hereunder. If it shall be found by a court of competent jurisdiction that any
such restriction or remedy is unenforceable but would be enforceable if some
part thereof were deleted or modified, then such restriction or remedy shall
apply with such modification as shall be necessary to make it enforceable to the
fullest extent permissible under law.
8. Successors. This Agreement shall inure to the benefit of and
be binding upon the parties, their legal representatives and successors and
assigns. However, the Executive's performance hereunder is personal to the
Executive and shall not be assignable by the Executive. The Corporation may
assign this Agreement to any affiliate or to any successor to all or
substantially all of the business and/or assets of the Corporation, whether
directly or indirectly, by purchase, merger, consolidation, acquisition of
stock, or otherwise.
9. Miscellaneous.
a. Waiver; Amendment. The failure of a party to enforce
any term, provision, or condition of this Agreement at any time or times shall
not be deemed a waiver of that term, provision, or condition for the future, nor
shall any specific waiver of a term,
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provision, or condition at one time be deemed a waiver of such term, provision,
or condition for any future time or times. This Agreement may be amended or
modified only by a writing signed by both parties hereto.
b. Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware without giving
effect to principles of conflicts of law.
c. Tax Withholding. The payments and benefits under this
Agreement may be compensation and as such may be included in either the
Executive's W-2 earnings statements or 1099 statements. The Corporation may
withhold from any amounts payable under this Agreement such federal, state or
local taxes as shall be required to be withheld pursuant to any applicable law
or regulation.
d. Paragraph Captions. Paragraph and other captions
contained in this Agreement are for reference purposes only and are in no way
intended to describe, interpret, define or limit the scope, extent or intent of
this Agreement or any provision hereof.
e. Severability. Each provision of this Agreement is
intended to be severable. If any term or provision hereof is illegal or invalid
for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
f. Integrated Agreement. This Agreement constitutes the
entire under-standing and agreement between the parties hereto with respect to
the subject matter hereof, and supersedes all prior agreements, including,
without limitation, the Predecessor Agreement which shall be of no force and
effect upon this Agreement becoming effective, understandings, memoranda, term
sheets, conversations and negotiations. There are no agreements, understandings,
restrictions, representations or warranties between the parties other than those
set forth herein or herein provided for.
g. Interpretation; Counterparts. No provision of this
Agreement is to be interpreted for or against any party because that party
drafted such provision. For purposes of this Agreement: "herein, "hereby,"
"hereinafter," "herewith," "hereafter" and "hereinafter" refer to this Agreement
in its entirety, and not to any particular subsection or paragraph. This
Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, and all of which shall constitute one and the same
instrument.
h. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand delivery, or by facsimile (with confirmation of transmission),
or by overnight courier, or by registered or certified mail, return receipt
requested, postage prepaid, in each case addressed as follows:
If to the Executive:
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If to the Corporation:
Intersections Inc.
14901 Bogle Street
Chantilly, Virginia 20151
Attention:
Facsimile:
with copies to:
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038-4982
Attention: Martin H. Neidell
Facsimile: 212-806-6006
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by addressee.
i. No Limitations. The Executive represents his
employment by the Corporation hereunder does not conflict with, or breach any
confidentiality, non-competition or other agreement to which he is a party or to
which he may be subject.
IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement as of the date first above written.
INTERSECTIONS INC.
By:________________________ ____________________________
[Name] [Executive]
[Position]
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