Exhibit 10.2
This SEVERANCE, PROPRIETARY
INTEREST PROTECTION AND NON-SOLICITATION AGREEMENT dated as of
June 14, 2005 (the “ Agreement ”) is made by and
between REWARDS NETWORK ESTABLISHMENT SERVICES INC., a
Delaware corporation (the “ Corporation ”), and
ROBERT WASSERMAN (the “ Executive
”).
WHEREAS , the Corporation wishes to employ the Executive
as its Executive Vice President, Sales and Marketing,
Operations;
WHEREAS , the Corporation wishes to provide the benefits
under this Agreement as an inducement for the Executive to enter
into such employment; and
WHEREAS , the Executive wishes to be employed by the
Corporation on the condition that the Corporation provide the
benefits under this Agreement;
NOW, THEREFORE
, the Corporation and the Executive
hereby agree as follows:
|
1.
|
Termination
without Cause/Change of Control .
|
(a) If Executive’s employment
is terminated by the Corporation for any reason other than Cause
(as defined below), disability, death or if there is a change of
control event (as defined in the Corporation’s LTIP)
and a diminution in Executive’s duties resulting from
such change of control event, Executive will be entitled to six
month’s base salary (at the Executive’s base salary
rate on the termination date) plus one additional month of base
salary for each complete year of service with the Corporation, with
a maximum of twelve months base salary; provided , that
Employee executes and delivers a Severance and Release Agreement in
form and substance satisfactory to Employer (a “ Severance
Agreement ”) which will contain a general unconditional
release of Employer, non-compete and non-solicit covenants similar
to those found in Section 9 hereof, and a non-disparagement
covenant.
(b) “ Cause ”
shall mean an event where the Executive (a) commits any act of
fraud, willful misconduct or dishonesty in connection with this
employment or which injures the Corporation or its direct or
indirect subsidiaries; (b) commits a material violation of law,
rule or regulation of any governmental authority (federal, state or
foreign) or any securities exchange or association or regulatory or
self-regulatory body; (c) is charged with a crime involving moral
turpitude, dishonesty, fraud or unethical business conduct, or a
felony; (d) gives or accepts undisclosed commissions or other
payments in cash or in kind in connection with the affairs of the
Corporation or any of its direct or indirect subsidiaries or their
respective clients.
|
2.
|
Limited
Circumstances in Which Benefits are Payable Hereunder
. No benefits shall be payable under
this Agreement in the event that the Executive’s employment
with the Corporation ceases for any reason other than termination
by the Corporation without Cause. Without limiting the generality
of the foregoing, no benefits shall be payable hereunder in the
event that the Executive’s employment with the Corporation
ceases as the result of termination by the Corporation for Cause,
termination by the Executive, or the death or disability of the
Executive. In the case of termination of the Executive’s
employment as a result of the death or disability of the Executive,
benefits will be provided in accordance with the
Corporation’s compensation and benefit plans in which the
Executive participated immediately prior to his termination of
employment.
|
|
3.
|
At-Will
Employment . This
Agreement is not an employment contract for a definite period.
Executive is still an at-will employee. Executive or Rewards
Network may terminate the employment relationship at any time
without notice.
|
|
4.
|
Disclosure
of Confidential Information . Executive will not, without the
Corporation’s prior permission, directly or indirectly
disclose to anyone outside of the Corporation, either during or
after his employment, trade secrets or other confidential
information of the Corporation, or any information received in
confidence from third parties by the Corporation or about third
parties by the Corporation, as long as such matters remain trade
secrets or confidential. The term “ Corporation
” as used in this Agreement shall include Rewards Network
Services Inc. and its affiliated, parent and subsidiary
corporations as well as its successors and assigns. Trade secrets
and other confidential information shall include any information or
material which has not been made available generally to the public
and which (a) is generated or collected by or utilized in the
operations of the Corporation and relates to the actual or
anticipated business or research or development of the Corporation;
or (b) is suggested by or results from any task assigned to
Executive by the Corporation or work performed by him for or on
behalf of the Corporation. The confidentiality obligations herein
shall not prevent Executive from revealing evidence of criminal
wrongdoing to law enforcement or prohibit him from divulging
confidential information or trade secrets by order of court or
agency of competent jurisdiction; however, Executive shall promptly
inform the Corporation of any such situations and shall take such
reasonable steps to prevent disclosure of confidential information
or trade secrets until the Corporation has been informed of such
requested disclosure and the Corporation has had an opportunity to
respond to the court or agency.
|
|
5.
|
Return of
Property and Copying .
Executive agrees that all tangible materials (whether originals or
duplicates), including, but not limited to, drawings, notebooks,
reports, proposals, price lists, list of actual or potential
customers or suppliers, formulae, prototypes, tools, equipment,
models, specifications, methodologies, blueprints, financial data,
contracts, agreements, correspondence, documents, computer disks,
software, computer printouts, information stored electronically on
a computer, memoranda, and notes, in his possession or control
which in any way relate to the Corporation’s business and
which are furnished to Executive by the Corporation or which are
prepared, compiled or acquired by Executive while employed by the
Corporation shall be the sole property of t
|
|
