EX-10.1






EMPLOYMENT AGREEMENT




This Employment Agreement (this “Agreement”) is made by and between The Best One, Inc. (the
“Company”) and the individual identified on Exhibit A, attached hereto (the “Employee”)
effective as of the Effective Date.



RECITALS




WHEREAS, the Company invests in and acquires promising technology companies and assets;



WHEREAS, the Company is entering into a Securities Purchase Agreement dated September   , 2014
(“Securities Purchase Agreement”) by and among (i) John O. Schaeffer; (ii) WHP Solutions, LLC;
(iii) Interactive Data, LLC (“Interactive Data”), a Georgia limited liability company; and (iv) The
Best One, Inc., whereby the Company will acquire one hundred percent (100%) of the membership
interest of Interactive Data (the Company and Interactive Data collectively referred to hereinafter
as “the Company”);



WHEREAS, from and after the “Closing Date” (as defined in the Securities Purchase Agreement”),
the Company desires to retain the services of the Employee pursuant to the terms and conditions set
forth herein and the Employee desires to become employed by the Company on such terms and
conditions; and



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Employee agree as follows:



AGREEMENT




1. Term of Agreement. This Agreement will be effective on the Effective
Date. The term shall be for the period set forth on Exhibit A attached hereto (the “Term”).



2. Position and Duties. During the Term, the Employee shall serve the
Company in the position and perform the duties as are set forth on Exhibit A attached
hereto.



3. Full Business Time and Attention. Except as otherwise set forth in this
Agreement, the Employee shall (a) devote his full business time, attention, skill and energy
exclusively to the duties and responsibilities of his position; (b) service the Company faithfully,
diligently and to the best of his ability; (c) use his best efforts to promote the success of the
Company; and (d) cooperate fully with the Company’s Board of Directors (the “Board”) and Chief
Executive Officer in the advancement of the Company’s best interests to assure full and efficient
performance of his duties hereunder.



4. Compensation and Benefits. During the Term:




	a.	 	Base Salary. The Employee shall be paid the annual base salary set forth on
Exhibit A attached hereto, or such greater amount as may be determined by the Company
from time to time in its sole discretion, payable in equal periodic installments according to
the Company’s customary payroll practices, but not less frequently than monthly (the “Base
Salary”). The Base Salary may be increased but not decreased without the Employee’s written
consent.






	 	b.	 	Benefits. The Employee shall, during the Term, be eligible to participate,
commensurate with the Employee’s position, in such retirement, life insurance,
hospitalization, major medical, fringe and other employee benefit plans that the Company
generally maintains for its full-time employees (collectively, the “Benefits”).
Notwithstanding the foregoing, the Company may discontinue or terminate at any time any
employee benefit plan, policy or program now existing or hereafter adopted and will not be
required to compensate the Employee for such discontinuance or termination; provided,
however, that the Company shall be required to offer to the Employee any rights or benefits
extended to other employees in the event of termination of such plans or benefits, including,
but not limited to coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985
(“COBRA”).






	 	c.	 	Bonus. The Employee shall be paid a one-time bonus (“One-time Bonus”) in
the amount set forth on and subject to Exhibit A attached hereto. The Employee shall
be entitled to cash bonuses, commensurate with the Employee’s position, as the Board may
determine from time to time.






	 	d.	 	Equity. The Employee shall receive the equity (hereinafter “Equity”) set
forth on Exhibit A attached hereto.






	 	e.	 	Equity Incentive Compensation. The Employee shall be entitled to
participate, commensurate with the Employee’s position, in the Company’s incentive
compensation plan(s) (i.e., stock/RSUs/options/warrants, etc.) based upon the Company’s
achievement of certain revenue milestones. Such revenue milestones shall be determined in
good faith solely by the Board and the Chief Executive Officer.






	 	f.	 	Stock Option. The Employee shall be entitled to participate,






commensurate with the Employee’s position, in the Company’s Stock Option Plan, upon the
terms and conditions set forth in the stock option agreement to be executed separately
from this Agreement.




	 	g.	 	Expenses. The Company shall pay on behalf of the Employee (or reimburse
Employee for) reasonable documented expenses incurred by Employee in the performance of his
duties under this Agreement and, in accordance with the Company’s existing policies and
procedures pertaining to the reimbursement of expenses to employees in general.
Notwithstanding anything herein to the contrary or otherwise, except to the extent any
expense or reimbursement provided pursuant to this Section 4(g) does not constitute a
“deferral of compensation” within the meaning of Section 409A of the Code (as defined below):
(i) the amount of expenses eligible for reimbursement provided to the Employee during any
calendar year will not affect the amount of expenses eligible for reimbursement or in-kind
benefits provided to the Employee in any other calendar year, (ii) the reimbursements for
expenses for which the Employee is entitled to be reimbursed shall be made on or before the
last day of the calendar year following the calendar year in which the applicable expense is
incurred, (iii) the right to payment or reimbursement or in-kind benefits hereunder may not
be liquidated or exchanged for any other benefit and (iv) the reimbursements shall be made
pursuant to objectively determinable and nondiscretionary Company policies and procedures
regarding such reimbursement of expenses.





5. Termination of Employment.




	 	a.	 	By the Company. The Company may terminate this Agreement and
Employee’s employment, for the following reasons:






	 	i.	 	Death. This Agreement shall terminate immediately upon the
death of the Employee.






	 	ii.	 	Disability. The Company may terminate this Agreement and
the Employee’s employment with the Company immediately upon a determination
of Disability. For purposes of this Agreement the Employee has a “Disability”
if, for physical or mental reasons, the Employee is unable to perform the
essential duties required of the Employee under this Agreement, even with a
reasonable accommodation, for a period of 6 consecutive months or a period of
180 days during any 12-month period, as determined by an independent medical
professional mutually acceptable to the parties. Employee shall submit to a
reasonable number of examinations by the independent medical professional
making the determination of Disability.






	 	iii.	 	For Cause. The Company may terminate this Agreement and
the Employee’s employment with the Company at any time for Cause. For
purposes of this Agreement, “Cause” is defined as: (1) Employee’s conviction
of or plea of guilty or nolo contendere to a felony which involves moral
turpitude or results in material harm to the Company, (2) Employee’s fraud
against the Company, theft, misappropriation or embezzlement of the assets or
funds of the Company or any customer, or any breach of fiduciary duty owed to
the Company, or engagement in misconduct that is materially injurious to the
Company, including any violation of any of the restrictions set forth in the
Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and
Nondisparagement Agreement attached as Exhibit B, (3) Employee’s
gross negligence of his duties or willful misconduct in the performance of
his duties under this Agreement, and (4) Employee’s material breach of this
Agreement.






	 	iv.	 	Without Cause or Refusal to Accept Assignment.
Notwithstanding anything in this Agreement to the contrary, the Company may
immediately terminate this Agreement and the Employee’s employment at any
time during the Term without Cause for any reason or no reason at all.






	 	v.	 	Adverse Ruling. The Company may terminate this
Agreement and the Employee’s employment with the Company at any time if
compelled by a final, non-appealable ruling of a court of competent
jurisdiction finding the Employee’s employment by the Company to be a
violation of the Employee’s confidentiality and non-competition agreement
with TLO, LLC (“TLO Agreement”) (“Adverse Ruling”), which was purportedly
subsequently assumed by TransUnion Risk and Alternative Data Solutions, Inc.
(“TransUnion”) as part of TransUnion’s acquisition of substantially all of
the assets of TLO, LLC (“TLO”).






	b.	 	By Employee. The Employee may terminate this Agreement and his employment with the
Company, for the following reasons:






	 	i.	 	For Any Reason. The Employee may terminate this
Agreement and his employment hereunder at any time for any reason or for no
reason at all; provided, however, that the Employee provides the Company with
at least sixty (60) days prior written notice.






	 	ii.	 	For Good Reason. The Employee may terminate this
Agreement and his employment hereunder for “Good Reason” (as hereinafter
defined). For purposes of this Agreement, the Employee shall have “Good
Reason” to terminate this Agreement and his employment if (a) there is a
material diminution in the Employee’s (i) duties, responsibilities or title,
or (ii) authority to make decisions or implement strategies within the scope
of his duties and responsibilities; (b) there is a breach of a material term
of this Agreement by the Company and the Company fails to cure such breach
within ten (10) days of receipt of written notice from the Employee; (c) the
Company reduces the Employee’s Base Salary as in effect from time to time,
without the Employee’s prior written consent; or (d) the Company
requests that the Employee participate in an unlawful act.





c. Compensation Upon Termination.




	 	i.	 	Death. Upon termination of this Agreement due to the Employee’s
death, the Company shall pay to the Employee’s estate the Employee’s Base Salary
accrued through the date of the Employee’s death. Upon payment to the Employee of
the foregoing amount, the Company shall have no further obligation or liability to
or for the benefit of the Employee under this Agreement, except as required by
applicable law.






	 	ii.	 	Disability. Upon termination of this Agreement due to the
Employee’s Disability, the Company shall pay to the Employee the Employee’s Base
Salary accrued through the date of the determination of the Employee’s Disability.
Upon payment to the Employee of the foregoing amount, the Company shall have no
further obligation or liability to or for the benefit of the Employee under this
Agreement, except as required by applicable law.






	 	iii.	 	For Cause. Upon termination of this Agreement for Cause, the
Company shall pay to the Employee the Employee’s Base Salary and Benefits accrued
through the date of the Employee’s termination. Upon payment to the Employee of the
foregoing amount, the Company shall have no further obligation or liability to or
for the benefit of the Employee under this Agreement, except as required by
applicable law.






	 	iv.	 	Without Cause or Refusal to Accept Assignment. In the event the
Company terminates this Agreement without Cause or any successor of the Company
refuses to accept assignment of this Agreement, the Company shall pay to the
Employee the Employee’s Base Salary for the remainder of the Term in accordance with
the Company’s payroll practices in effect from time to time, provided, however, the
Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition,
Nonsolicitation and Nondisparagement Agreement attached as Exhibit B. Upon
payment to the Employee of the foregoing amount, the Company shall have no further
obligation or liability to or for the benefit of the Employee under this Agreement,
except as required by applicable law.






	 	v.	 	For Any Reason. In the event the Employee terminates this
Agreement and his employment with the Company for any reason during the
Term, the Company shall pay to the Employee the Employee’s Base Salary through the
date of the Employee’s termination. Upon payment to the Employee of the foregoing
amount, the Company shall have no further obligation or liability to or for the
benefit of the Employee under this Agreement, except as required by applicable law.






	 	vi.	 	For Good Reason. If the Employee terminates this Agreement and
his employment for Good Reason, the Company shall pay to the Employee the Employee’s
Base Salary for the remainder of the Term in accordance with the Company’s payroll
practices in effect from time to time, provided, however, the Employee is not in
violation of the Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and
Nondisparagement Agreement attached as Exhibit B. Upon payment to the
Employee of the foregoing amount, the Company shall have no further obligation or
liability to or for the benefit of the Employee under this Agreement, except as
required by applicable law.






	 	vii.	 	Adverse Ruling. In the event the Company terminates this
Agreement due to an Adverse Ruling, the Company shall pay to the Employee the
Employee’s Base Salary for the remainder of the Term in accordance with the
Company’s payroll practices in effect from time to time, provided, however, the
Employee is not in violation of the Confidentiality, Nondisclosure, Noncompetition,
Nonsolicitation and Nondisparagement Agreement attached as Exhibit B. Upon
payment to the Employee of the foregoing amount, the Company shall have no further
obligation or liability to or for the benefit of the Employee under this Agreement,
except as required by applicable law.





6. Indemnification. To the fullest extent permitted by the law, the Company will
indemnify, defend and hold Employee harmless from and against any and all third-party claims,
demands, investigations, actions, suits, proceedings, awards and/or judgments, including reasonable
costs and attorneys’ fees, incurred by Employee in connection with (i) any authorized acts or
decisions made by the Employee in good faith in his capacity as an Employee of the Company, so long
as such acts or decisions were authorized by the Company and Employee reasonably believed at the
time of such acts or decisions that such acts or decisions were in the best interests of the
Company, and (ii) any action brought by TLO and/or TransUnion, its parent(s), subsidiaries or
affiliates, alleging Employee’s employment by the Company to be a violation of the TLO Agreement or
alleging any other cause(s) of action arising under the same or related nucleus of facts. The
Company may obtain coverage for the Employee under an insurance policy covering the Company’s
directors and officers against claims set forth herein if such coverage for Employee is possible at
reasonable cost; provided, however, that it is understood and agreed that the Company’s obligation
to indemnify the Employee as set forth in this Section 6 shall not be affected by the Company’s
ability or inability to obtain such insurance coverage.



7. Covenant Not to Compete. In recognition of the need of the Company to
protect its goodwill and legitimate business interests, Employee agrees that the terms and
conditions of the Company’s Confidentiality, Nondisclosure, Noncompetition, Nonsolicitation and
Nondisparagement Agreement, as attached hereto as Exhibit B, are hereby incorporated into
this Agreement. Notwithstanding the foregoing, Employee’s covenants in Exhibit B are
independent covenants and any claim by Employee against the Company under this Agreement or
otherwise shall not excuse Employee’s obligations under Exhibit B. If Employee’s employment
with the Company expires or is terminated, this Agreement shall continue in full force and effect
to the extent necessary or appropriate to enforce the Employee’s obligations and agreements under
Exhibit B attached hereto.



8. Notice. Any notice required or desired to be given under this Agreement
shall be in writing and shall be addressed as follows:



	 	 	 
	If to Company:

If to Employee:
	 	The Best One, Inc.

4400 Biscayne Boulevard, Suite 850

Miami, Florida 33137

James Reilly

7136 Golden View Place

Lake Worth, Florida 33467







Notice shall be deemed given on the date it is deposited in the United States mail, first class
postage prepaid and addressed in accordance with the foregoing, or the date otherwise delivered in
person, whichever is earlier. The address to which any notice must be sent may be changed by
providing written notice in accordance with this Section 8.



9. General Provisions.




	a.	 	Amendments. This Agreement contains the entire agreement between the
parties regarding the subject matter hereof. No agreements or representations, verbal or
otherwise, express or implied, with respect to the subject matter of this Agreement have been
made by either party which are not set forth expressly in this Agreement. This Agreement may
only be altered or amended by mutual written consent of the Company and the Employee.






	b.	 	Applicable Law. This Agreement shall be governed in accordance with the laws
of the State of Florida regardless of the conflict of laws rules or statutes of any
jurisdiction.






	c.	 	Successors and Assigns. This Agreement will be binding upon the Employee’s
heirs, executors, administrators or other legal representatives or assigns. This Agreement
will not be assignable by the Employee, but shall be assigned by the Company in connection
with the sale, lease, license, assignment, merger, consolidation, share exchange, liquidation,
transfer, conveyance or other disposition (whether direct or indirect) of all or substantially
all of its business and/or assets in one or a series of related transactions (individually
and/or collectively, a “Fundamental Transaction”). The Company shall cause any successor
entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor
Entity”) to assume in writing all of the obligations of the Company under this Employment
Agreement. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall
succeed to, and be substituted for (so that from and after the date of such Fundamental
Transaction, the provisions of this Employment Agreement referring to the “Company” shall
refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Employment Agreement with
the same effect as if such Successor Entity had been named as the Company herein.






	d.	 	No Waiver. The failure of any party to this Agreement to enforce at any
time any of the provisions of this Agreement shall in no way be construed to be a waiver of
any such provision, nor in any way to affect the validity of this Agreement or any part
thereof or the right of any party under this Agreement to enforce each and every such
provision. No waiver or any breach of this Agreement shall be held to be a waiver of any
other or subsequent breach.






	e.	 	Section Headings, Construction. The headings used in this Agreement are
provided for convenience only and shall not affect the construction or interpretation of this
Agreement. All words used in this Agreement shall be construed to be of such gender or number
as the circumstances require. In no event shall the terms or provisions hereof be construed
against any party on the basis that such party or counsel for such party drafted this
Agreement or the attachments hereto.






	f.	 	Severability. If any provision of this Agreement is held to be invalid or
unenforceable by any court of competent jurisdiction, the other provisions of this Agreement
shall remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree shall remain in full force and effect to the extent not
held invalid or unenforceable.






	 	g.	 	Counterparts. This Agreement may be executed in one or more counterparts each of
which shall be deemed to be an original of this Agreement and all of which, when taken
together, shall be deemed to constitute one and the same agreement.






	 	h.	 	Opportunity to Review. The Employee represents that the Employee has been
provided with an opportunity to review the terms of the Agreement with legal counsel.






	 	i.	 	Compliance with Code Section 409A. This Agreement is intended, and shall be
construed and interpreted, to comply with Section 409A of the Internal Revenue Code of 1986,
as amended (the “Code”) and, if necessary, any provision shall be held null and void to the
extent such provision (or part thereof) fails to comply with Code Section 409A. For purposes
of Code Section 409A, each payment of compensation under this Agreement shall be treated as a
separate payment of compensation. Any amounts payable solely on account of an involuntary
termination shall be excludible from the requirements of Code Section 409A, either as
separation pay or as short-term deferrals to the maximum possible extent. Any reference to
the Employee’s “termination” or “terminaton of employment” shall mean the Employee’s
“separation from service” as defined in Code Section 409A from the Company and all entities
with whom the Company would be treated as a single employer for purposes of Code Section
409A. Nothing herein shall be construed as a guarantee of any particular tax treatment to
Employee and the Company shall have no liability to the Employee with respect to any
penalties that might be imposed on the Employee by Code Section 409A for any failure of this
Agreement or otherwise.






	 	j.	 	Attorney’s Fees. In any action or proceeding (including any appeals) brought to
enforce any provision of this Agreement, the prevailing party will be entitled to reasonable
attorney’s fees and costs.





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day
and year first written above.



	 	 	 
	The Best One, Inc.

	 	James Reilly
	By: /s/ Michael Brauser

	 	/s/ James Reilly
	 

	 	 
	Name: Michael Brauser

	 	

	Its: Chairman

	 	







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	 	 	EXHIBIT A






	 	1.	 	Effective Date: The Closing Date (as defined in the Recitals)






	 	2.	 	Employee Name: James Reilly






	 	3.	 	Position: President of the Company






	 	4.	 	Duties: As determined by the Board and/or Chief Executive Officer






	 	5.	 	Location of Employment: Boca Raton, Florida






	 	6.	 	Term: Commencing on the Effective Date and ending September 30,
2016






	 	7.	 	Base Salary: $200,000.00 per annum






	 	8.	 	One-time Bonus: An amount no less than $100,000.00 upon the
consummation of the Company’s sale, merger, consolidation, share exchange or like
transaction with a publicly-traded entity.	 






	 	9.	 	Equity: 1,000,000 Restricted Stock Units (RSUs); vesting
quarterly during the Term; immediate vesting upon change in control of the Company	 










2






Amendment to Employment Agreement




This Amendment made as of the 17th day of March 2015 by and between The Best One,
Inc., a Florida corporation (the “Employer”) and James Reilly (the “Employee”) to the Employment
Agreement between the parties.



W I T N E S S E T H




WHEREAS, the Employer and Employee are parties to an Employment Agreement dated September 30,
2014 (the “Agreement”); and



WHEREAS, the Employer and the Employee now desire to make certain changes to the Agreement.



NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and
other good and valuable consideration, the parties hereby adopt this Amendment to the Agreement
effective as of the date hereof.



(1) Paragraph 8 to Exhibit A to the Agreement shall be removed and replaced with the
following:




“8) Equity: 1,000,000 Restricted Stock Units (RSUs); vesting quarterly
during the Term; immediate vesting upon a Company Sale. For purposes herein,
“Company Sale” means (i) any merger or consolidation of the Company where a third
party not a stockholder of the Company acquires more than 50% of the voting power of
the Company, (ii) the sale of all or substantially all of the assets of the Company
in a transaction requiring stockholder approval, or (iii)  the sale of the Company’s
capital stock by existing stockholders where a third party acquires (or a number of
third parties acquire) beneficial ownership of more than 50% of the voting power of
the Company.  Notwithstanding the foregoing, a Company Sale does not include a
transaction where the definitive agreement (excluding amendments) was entered into
within three (3) months after the Effective Date. 



(2) Except as amended hereby, the terms and provisions of the Agreement shall remain in full
force and effect and unmodified.



IN WITNESS WHEREOF, the parties have executed this Amendment dated as of the day and year
written above.



EMPLOYER:



The Best One, Inc.



By:      /s/ Derek Dubner      

Derek Dubner, Chief Executive Officer




EMPLOYEE:



      /s/ James Reilly      



James Reilly




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