CIO Employment Agreement - Hao Chang

EMPLOYMENT AGREEMENT


Quotesmith.com, Inc., a Delaware corporation (the "Company") and Hao Chang ("Executive") enter into this Employment Agreement as of JANUARY 23, 2001 (the "Agreement"), effective as of Monday, February 12, 2001 (the "Effective Date").


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:


16. TERM OF EMPLOYMENT.


The Company shall employ Executive, and Executive shall be employed by the Company for the period that begins effective as of February 12, 2001 and ends on December 31, 2002 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 automatically 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.


17. PERFORMANCE OF DUTIES.


Executive shall have the title of Senior Vice President, Chief Information 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. Executive will discharge his duties subject to and in observance of such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Company.


Throughout the Employment Term, Executive shall devote substantially his 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.


3. COMPENSATION.


(a) 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 $135,000 (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.


(b) 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 shall be payable within ninety (90) days after the end of the fiscal year in which it (they) is (are) earned.


(c) VACATION. After a period of 90 days of continuous, full-time service and continuing throughout the Employment Term, 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.


(d) 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


1 executive employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plans, programs and arrangements.


(e) 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.


4. TERMINATION.


(a) 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 legal 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 reasonable cure period; (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


(b) DEATH. This Employment Agreement shall terminate automatically effective upon the death of Executive.


(c) 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.


(d) TERMINATION BY EXECUTIVE. Executive may terminate the Employment Term upon written Notice of Termination to the Company delivered to the Company president at least 60 days before the effective date of such termination.


(e) 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. 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.


(f) TERMINATION DISPUTES. If, within 15 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).


5. SEVERANCE BENEFITS.


(a) TERMINATION WITH OR WITHOUT CAUSE FOR ANY REASON OR NO REASON. If the Employment Agreement is terminated with cause by the Company or terminated by 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 salary or other compensation due to Executive as of the effective date of such termination, and (ii) any benefit payable under the employee benefit plans, programs and arrangements of the Company in which Executive is a participant on the date of delivery of the Notice of Termination. If the Employment Agreement is terminated without cause by the Company for any reason or no reason, the Company shall pay Executive (i) six (6) months of Base Salary under Section 3(a) of this Agreement, (ii) the value of any accrued salary or other compensation due to Executive as of the effective date of such termination, and (iii) any benefit payable under the employee benefit plans, programs and arrangements of the Company in which Executive is a participant on the date of delivery of the Notice of Termination for a period of six (6) months ...