EXHIBIT 10.22
EMPLOYMENT AGREEMENT
This EMPLOYMENT
AGREEMENT (the “Agreement”) is made as of this
day
of, by and between Intersections Inc., a Delaware corporation, with
offices at 14901 Bogle Street, Chantilly, Virginia 20151 (the
“Corporation”) and George K. Tsantes, an individual,
residing at 650 Nalls Farm Way, Great Falls, Virginia 22066 (the
“Executive”).
W I T N E S S E T H :
WHEREAS, the
Corporation desires to employ the Executive and the Executive
desires to accept such continued employment upon the terms and
conditions contained in this Agreement;
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 Chief
Technology Officer of the Corporation under the terms and
conditions set forth herein. The Corporation’s obligations
under this Agreement are conditioned upon negative drug test
results, satisfactory background screening results, and
verification of eligibility to work in the United States in
accordance with the Immigration Reform and Control Act of 1986, in
each case in accordance with standard Corporation policy. The
Executive acknowledges and agrees that commencement of his
employment prior to satisfaction of one or more of the foregoing
conditions does not waive the Corporation’s right to
terminate his employment immediately based on failure to satisfy
one or more of those conditions.
2.
Term . This Agreement and the Executive’s employment
commence on January
, 2005, and
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
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 $265,000.00 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
stockhol
