Employment Agreement between EDGAR Online, Inc. and Morton Mackof (Executive Vice President of Sales)

Summary

This agreement is between EDGAR Online, Inc. and Morton Mackof, who is being hired as Executive Vice President of Sales. The contract sets a two-year initial term, with automatic one-year renewals unless either party gives 30 days' notice. Mackof will receive a base salary of at least $195,000 per year, stock options, and eligibility for bonuses and benefits. The agreement covers job duties, expense reimbursement, and conditions for termination, including severance pay in certain cases. It also includes confidentiality and noncompetition obligations for the employee.

EX-10.43 2 a4775867ex1043.txt EMPLOYMENT AGREEMENT EXHIBIT 10.43 EMPLOYMENT AGREEMENT -------------------- AGREEMENT made as of the 29th day of November, 2004 (the "Effective Date"), by and between EDGAR Online, Inc. with its principal office at 50 Washington Street, Norwalk, Connecticut ("Company"), and Morton Mackof having an address at 407 East 91st Street, New York, NY 10128 ("Employee"). W I T N E S S E T H: WHEREAS, the Company operates a financial information business; and WHEREAS, the Company desires to employ the Employee as Executive Vice President of Sales and to be assured of his services as such on the terms and conditions set forth herein; and WHEREAS, the Employee is willing to accept such employment on such terms and conditions. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth, the parties agree as follows: 1. Employment. The Company shall employ the Employee and the Employee shall serve the Company, upon the terms and conditions hereinafter set forth. 2. Term. The term of the Employee's employment shall commence on the Effective Date and unless terminated earlier or extended as provided below, shall continue for a period of two years from the Effective Date (the "Initial Term"). On each anniversary date after the expiration of the Initial Term, the employment of Employee shall be renewed and extended for additional one year periods unless either party provides written notice to the other party, of his or its, as the case may be, desire to terminate this Agreement at least thirty (30) days prior to the renewal date (such period, together with the Initial Term, shall be known hereinafter as the "Employment Term"). 1 3. Duties. During the Employment Term, the Employee shall have such duties, functions, authority and responsibilities normally associated with the position of Executive Vice President of Sales. During the Employment Term, the Employee shall devote his full attention and business time to the business and affairs of the Company and the Employee will use his best efforts to perform faithfully and efficiently, and to discharge the Employee's responsibilities and duties under this Agreement. Notwithstanding the foregoing, the Employee may devote such time to manage his personal affairs and to serve on community, corporate, civic, professional or charitable boards or committees, so long as such activities do not unreasonably interfere with the performance of the Employee's duties and responsibilities under this Agreement. 4. Compensation and Employee Benefits. The Employee's base salary during the Employment Term shall be no less than $195,000 per year unless mutually agreed upon by the parties, payable in accordance with the Company's payroll practices as in effect from time to time. The Employee's base salary will be reviewed annually by the Company's Board of Directors (the "Board") to determine whether an increase is warranted or appropriate. The Employee shall also receive 75,000 stock options to purchase the Company's Common Stock at an exercise price equal to the closing price of the Company's Common Stock on the date that the Company files a Form 8-K announcing the Employee's appointment pursuant to the terms and conditions of the Company's 1999 Stock Option Plan. The Employee also will be entitled to be considered for awards each year under the Company's then existing incentive bonus program, which may take into account individual and Company-wide performance, or such other performance criteria as the Board may from time to time apply. 2 5. Benefits. During the Employment Term, the Employee shall have the right to participate in such health and disability insurance plans which the Company may provide to its senior executive officers and for which the Employee is eligible (e.g. long term disability, life insurance and medical insurance for the Employee and his dependents). During the Employment Term, the Employee will be entitled to four weeks of paid vacation in accordance with the Company's policy. Such vacation may be taken in the Employee's discretion with the prior approval of the Company, and at such time or times as are not inconsistent with the reasonable business needs of the Company. 6. Business Expenses. All reasonable travel, entertainment, and other expenses incident to the performance of the Employee's duties or the rendering of services incurred on behalf of the Company by the Employee during the Employment Term shall be paid by the Company. 7. Termination. Notwithstanding the provisions of Section 2 hereof, the Employee's employment with the Company may be earlier terminated as follows: 3 (a) By action taken by the Board, the Employee may be discharged for cause (as defined below), effective as of such time as the Board shall determine. Upon discharge of the Employee pursuant to this Section 7(a), the Company shall have no further obligation or duties to the Employee, except for payment of base salary through the effective date of termination. The Employee shall have no further obligations or duties to the Company, except as provided in Section 8. (b) In the event of (i) the death of the Employee or (ii) by action of the Board in the event of the inability of the Employee, by reason of physical or mental disability, to continue substantially to perform his duties hereunder for an aggregate period of 180 days during the Employment Term, during which 180 day period salary and any other benefits hereunder shall not be suspended or diminished. Upon any termination of the Employee's employment under this Section 7(b), the Company shall have no further obligations or duties to the Employee, and the Employee shall have no further obligations or duties to the Company, except as provided in Section 8. (c) In the event that the Employee's employment is terminated by the Company for whatever reason (other than pursuant to Items (a) and (b) hereof), or if the Company decides not to renew the Agreement pursuant to Section 2 hereof, or if the Company elects not to employ Employee under any other terms, the Company shall pay to the Employee, in addition to accrued salary and benefits payable to the Employee through the date of termination of employment, a severance payment equal to the sum of (x) the Employee's then applicable base salary and (y) the average of the last two year's cash bonuses paid by the Company to the Employee, if applicable. 4 (d) For purposes of this Agreement, the Company shall have "cause" to terminate the Employee's employment under this Agreement upon (i) the failure by the Employee to substantially perform his duties under this Agreement except for those reasons covered by Section 7(b), (ii) the conviction of the Employee in criminal misconduct (including embezzlement and criminal fraud) which is materially injurious to the Company, monetarily or otherwise, (iii) the conviction of the Employee of a felony, or (iv) gross negligence on the part of the Employee. The Company shall give written notice to the Employee, which notice shall specify the grounds for the proposed termination and the Employee shall be given thirty (30) days to cure if the grounds arise under clauses (i) or (iv) above. 8. Confidentiality; Noncompetition; Inventions. (a) The Company and the Employee acknowledge that the services to be performed by the Employee under this Agreement are unique and extraordinary and, as a result of such employment, the Employee will be in possession of confidential information relating to the business practices of the Company. The term "confidential information" shall mean any and all information (oral or written) relating to the Company or any of its affiliates, or any of their respective activities, other than such information which can be shown by the Employee to be in the public domain (such information not being deemed to be in 5 the public domain merely because it is embraced by more general information which is in the public domain) other than as the result of breach of the provisions of this Section 8, including, but not limited to, information relating to: trade secrets, proprietary information, personnel lists, financial information, research projects, services used, pricing, customers, customer lists and prospects, product sourcing, marketing and selling and servicing. The Employee agrees that he will not, during his employment or subsequent to the termination of employment, directly or indirectly, use, communicate, disclose or disseminate to any person, firm or company any confidential information regarding the clients, customers or business practices of the Company acquired by the Employee during his employment by Company, without the prior written consent of Company; provided, however, that the Employee understands that Employee will be prohibited from misappropriating any trade secret at any time during or after the termination of employment. At no time during the Employment Term, or thereafter shall the Employee directly or indirectly, disparage the commercial, business or financial reputation of the Company. (b) In consideration of Company's hiring Employee, the payment by the Company to the Employee as described herein and for other good and valuable consideration, the Employee hereby agrees that he shall not, during the Employment Term and for a period of one (1) year following such employment (the "Restrictive Period"), directly or indirectly, take any action which constitutes an interference with or a disruption of any of the Company's business activities. 6 (c) For purposes of clarification, but not of limitation, the Employee hereby acknowledges and agrees that the provisions of subparagraph 8(b) above shall serve as a prohibition against him, during the Restrictive Period, from: (1) Directly or indirectly, contacting, soliciting or directing any person, firm, or company to contact or solicit, any of the Company's customers, prospective customers, or business partners for the purpose of selling or attempting to sell, any products and/or services that are the same as or similar to the products and services provided by the Company to its customers during the Restrictive Period. In addition, the Employee will not disclose the identity of any such business partners, customers, or prospective customers, or any part thereof, to any person, firm, company, association, or other entity for any reason or purpose whatsoever; and (2) Directly or indirectly, engaging or carrying on in any manner (including, without limitation, as principal, shareholder, partner, lender, agent, employee, consultant, or investor (other than a passive investor with less than a five percent (5%) interest) trustee or through the agency of any company, partnership, limited liability company, or association) in any business that is in competition with the business of the Company; and (3) Soliciting on his own behalf or on behalf of any other person, the services of any person who is an employee of the Company, and soliciting any of the Company's employees to terminate employment with the Company. 7 (d) Upon the termination of the Employee's employment for any reason whatsoever, all documents, records, notebooks, equipment, price lists, specifications, programs, customer and prospective customer lists and other materials which refer or relate to any aspect of the business of the Company which are in the possession or under the control of the Employee including all copies thereof, shall be promptly returned to the Company. (e) Any and all inventions, discoveries, improvements, ideas and works of authorship (herein referred to as "Intellectual Property"), whether or not patentable, copyrightable or subject to other forms of protection, made, developed, or created by Employee related to Employee's employment (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular hours of work or otherwise) during the Employment Term shall be the Company's exclusive property and, after the termination of Employee's employment, Employee shall promptly deliver to an appropriate representative of the Company all electronic data, computer programs, papers, drawings, models and other material relating to any Intellectual Property made, developed or created by Employee. Employee shall, at the request of the Company, whether during or after Employee's period of employment, and without pay, execute a specific assignment of title to the Company and do anything else reasonably necessary to protect the Company's interests in such Intellectual Property and/or to vest in the Company title to such Intellectual Property anywhere in the world. The expense of securing any such protection shall be borne by the Company. 8 (f) The parties hereto hereby acknowledge and agree that (i) the Company would be irreparably injured in the event of a breach by the Employee of any of his obligations under this Section 8, (ii) monetary damages would not be an adequate remedy for any such breach, and (iii) the Company shall be entitled to injunctive relief, in addition to any other remedy which it may have, in the event of any such breach. In addition, the parties agree that the provisions of this Section 8 shall survive the termination of this Agreement. (g) The rights and remedies enumerated in Section 8 shall be independent of the other, and shall be enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity. (h) If any provision contained in this Section 8 is found to be unenforceable by reason of the extent, duration or scope thereof, or otherwise, then the court making such determination shall have the right to reduce such extent, duration, scope or other provision and in its reduced form any such restriction shall thereafter be enforceable as contemplated hereby. (i) It is the intent of the parties hereto that the covenants contained in this Section 8 shall be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought (the Employee hereby acknowledging that said restrictions are reasonably necessary for the protection of the Company). Accordingly, it is hereby agreed that if any of the provisions of this Section 8 shall be adjudicated to be invalid or unenforceable for any reason whatsoever, said provision shall be (only with respect to the operation thereof in the particular jurisdiction in which such adjudication is made) construed by limiting and reducing it so as to be enforceable to the extent permissible, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of said provision in any other jurisdiction. 9 9. Prior Agreements. This Agreement cancels and supersedes any and all prior agreements and understandings between the parties hereto respecting the employment of Employee by the Company. 10. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, to the other party hereto at his or its address as set forth in the beginning of this Agreement. Either party may change the address to which notices, requests, demands and other communications hereunder shall be sent by sending written notice of such change of address to the other party in the manner above provided. 11. Assignability and Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the executors, administrators, successors and legal representatives of Employee and shall inure to the benefit of and be binding upon the Company and its successors and assigns. The Employee may not delegate or assign his duties or rights under this Agreement. 10 12. Waiver. Waiver by either party hereto of any breach or default by the other party in respect of any of the terms and conditions of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived. 13. Complete Understanding: Amendment and Termination. This Agreement constitutes the complete understanding between the parties with respect to the employment of Employee hereunder and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set forth herein. This Agreement shall not be altered, modified, amended or terminated except by written instrument signed by each of the parties hereto provided, however, that the waiver by either party hereto of compliance with any provision hereof or of any breach or default by the other party hereto need be signed only by the party waiving such provision, breach or default. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one and the same Agreement. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. EDGAR ONLINE, INC. By: /s/ Susan Strausberg ---------------- Its: Chief Executive Officer and President Date: November 29, 2004 /s/ Morton Mackof ------------- Morton Mackof Date: November 29, 2004 11