Exhibit 10.5
EXECUTION VERSION
EMPLOYMENT
AGREEMENT
Quotesmith.com, Inc., a
Delaware corporation (the “Company”) and Phillip A.
Perillo (“Executive”) enter into this Employment
Agreement as of December 19, 2002 (the
“Agreement”), effective as of January 1, 2003 (the
“Effective Date”). It cancels and replaces the
previous employment agreement dated May 22, 2002.
WHEREAS, both the Executive and the
Company are willing to enter into this Agreement upon the terms and
conditions herein set forth;
NOW THEREFORE, in consideration of
the mutual covenants and agreements set forth in this Agreement,
and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and
Executive hereby covenant and agree as follows:
TERM OF EMPLOYMENT.
The Company shall employ Executive,
and Executive shall be employed by the Company for the period that
begins effective as of January 1, 2003 and ends on
December 31, 2003 or such earlier date as Executive’s
employment terminates under Section 4 of this Agreement (the
“Employment Term”).
After expiration of the initial
term, as set forth herein, the Employment Term shall be renewed
each January 1 for successive one-year terms unless the
Company or Executive delivers written notice to the other party at
least sixty (60) days preceding the expiration of the initial term
or any one-year extension date of the intention not to extend the
term of this Agreement.
PERFORMANCE OF DUTIES.
Executive shall have the title of
Senior Vice President, Chief Financial Officer. Executive
will report to the Company’s President and Chief Executive
Officer, or such other officer as the Board of Directors may
direct. Executive will have such powers and perform such
duties as are normally incident to the position of Vice President
as provided in the Company’s by-laws and in accordance with
applicable law, and as may be reasonably assigned by the
Company’s President and Chief Executive Officer.
Executive will discharge his duties subject to and in observance of
such rules, regulations, policies, directions and restrictions as
may be established from time to time by the Company.
Throughout the Employment Term,
Executive shall devote his entire full business time, attention,
knowledge and skills, faithfully, diligently and to the best of his
ability, to the active performance of his duties and
responsibilities hereunder, and do such traveling as may reasonably
be required in connection with the performance of such duties and
responsibilities.
COMPENSATION.
BASE SALARY. For services rendered by Executive
to the Company during the Employment Term the Company will pay
Executive an annual base salary payable in monthly or more frequent
installments, in accordance with the usual payroll practice of the
Company in an amount equal to $175,000 (the “Base
Salary”), less income tax withholdings and other normal
employee deductions. The Base Salary shall not be decreased during
the Employment Term but may, at the sole discretion of the Company,
from time to time be increased by an amount which the Company deems
appropriate.
BONUS. At the
reasonable determination and sole discretion of the Board, the
Executive shall be eligible to receive periodic performance-based
bonuses based upon the factors reasonably chosen by the Board,
including, without limitation, the profitability of the Company and
performance of, or contribution by, Executive with respect
thereto. Such bonus(es) shall be payable within thirty (30)
days after the end of the fiscal year in which it is
earned.
STOCK OPTIONS.
Executive shall be granted options to purchase 25,000 shares of
Quotesmith.com, Inc. common stock. Such options will
vest and become exercisable on May 22, 2005, and will be
priced consistent with the terms of the Stock Option
Plan.
VACATION. Executive
will be entitled to take, at such times as are mutually convenient
to Executive and the Company, a total of three (3) weeks of
paid vacation annually in accordance with the Company’s
policy.
FRINGE BENEFITS. The
Company shall make available to Executive, throughout the
Employment Term, such benefits and perquisites as are generally
provided by the Company to its executive employees. Executive
shall be eligible to participate in and receive coverage and
benefits under all group insurance, stock ownership and other
employee benefit plans, programs and arrangements of the Company
which are hereafter adopted by the Company for the benefit of its
senior executive employees, subject to and on a basis consistent
with the terms, conditions and overall administration of such
plans, programs and arrangements, except that the Company will pay
90% of the premium cost of insuring the Executive and his
dependents in the Company’s health insurance
plan.
BUSINESS EXPENSES. The
Company shall reimburse Executive for the reasonable and necessary
business expenses incurred by Executive in connection with the
performance of his employment duties during the Employment
Term. Such expenses shall include, but are not limited to,
all expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Company,
provided that such expenses are incurred and accounted for in
accordance with the policies and procedures established by the
Company. Reimbursement shall be made upon the presentation by
Executive to the Company of reasonably detailed statements of such
expenses.
TERMINATION.
WITH OR WITHOUT CAUSE FOR
ANY REASON OR NO REASON. This Employment Agreement may be
terminated at any time at the option of the Company or the
Executive with or without cause for any reason or no reason.
As used in this Agreement, the term “Cause” means:
(i) executive’s conviction of, or plea of nolo
contendere to, a felony; (ii) Executive’s breach of any
duty of loyalty to the Company, misappropriation of the
Company’s funds, or dishonest, fraudulent, illegal or
unethical business conduct; (iii) Executive’s failure to
satisfactorily perform his duties under this Agreement, which
failure continues after notice from the Company and a cure period
of 30 days; (iv) Executive’s breach of any obligations
provided in this Agreement; (v) Executive’s illegal use
of controlled substances, (vi) any material breach of this
Agreement by the Executive (other than one identified above) which
shall continue after notice from the Company and a reasonable cure
period. Termination for Cause shall be effective
immediately for those events described in subparagraphs (i), (ii),
(iv), and (v). Termination for Cause shall be effective
immediately upon the giving of notice by the Company to Executive
of the continuance of Executive’s failure to perform or
comply with respect to the items described in subparagraph
(iii) above or the continuance of a breach described in
subparagraph (vi) above. In the event that the Executive
is purportedly terminated for cause and a court, arbitrator, or
other tribunal having jurisdiction determines that Cause was not
present, then such purported termination for Cause shall be deemed
a termination without Cause pursuant to this section.
DEATH. This Employment
Agreement shall terminate automatically effective upon the death of
Executive.
2
DISABILITY. This
Employment Agreement shall terminate automatically effective upon
Notice of Termination to Executive (or such later date as may be
specified in such notice) following a determination by the Board of
Directors that the Executive is unable to perform, onsite, the
essential functions of his employment position due to a disability
of Executive that cannot be reasonably accommodated by the
Company.
TERMINATION BY
EXECUTIVE. Executive may terminate the Employment Term upon
written Notice of Termination to the Company delivered in person to
the Company president at least 60 days before the effective date of
such termination. In the event of termination by Executive,
Executive agrees to notify company president personally and
confidentially prior to providing such notification to any other
Company employee or person outside of the Executive’s
immediate family and legal adviser.
NOTICE OF TERMINATION.
Any termination of the Employment Term by the Company or by
Executive (other than termination upon Executive’s death)
shall be communicated by written Notice of Termination to the other
party hereto with no less than 60 days’ prior notice.
For purposes of this Agreement, a “Notice of
Termination” shall mean a written notice which shall indicate
the specific termination provision in this Agreement relied upon
and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the
Employment Term under the section so indicated.
TERMINATION DISPUTES.
If, within 7 days after any Notice of Termination is given, the
party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, the Date of
Termination shall be the date on which the dispute is finally
determined, either by mutual written agreement of the parties, by a
binding and final arbitration award or by a final judgment, order
or decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been
perfected).
NO FURTHER LIABILITY UPON
TERMINATION WITH OR WITHOUT CAUSE FOR ANY REASON OR NO
REASON. If the Employment Agreement is terminated by the
Company or the Executive for any reason or no reason, the Company
shall have no further liability, financial or otherwise, under this
Agreement except to pay Executive (i) the value of any accrued
s
|
