Exhibit 10.5


 


EXECUTION VERSION


 


EMPLOYMENT AGREEMENT


 


Quotesmith.com, Inc., a Delaware corporation (the
“Company”) and Phillip A. Perillo (“Executive”) enter into this Employment
Agreement as of December 19, 2002 (the “Agreement”), effective as of January 1,
2003 (the “Effective Date”).  It cancels
and replaces the previous employment agreement dated May 22, 2002.


 


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:


 


TERM
OF EMPLOYMENT.


 


The Company shall employ Executive, and Executive
shall be employed by the Company for the period that begins effective as of January 1,
2003 and ends on December 31, 2003 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 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.


 


PERFORMANCE
OF DUTIES.


 


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


 


Throughout the Employment Term, Executive shall devote
his entire 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.


 


COMPENSATION.


 


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 $175,000  (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.


 

















 


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(es) shall be payable within thirty
(30) days after the end of the fiscal year in which it is earned.


 


STOCK
OPTIONS.  Executive shall be granted
options to purchase 25,000 shares of Quotesmith.com, Inc. common
stock.  Such options will vest and become
exercisable on May 22, 2005, and will be priced consistent with the terms
of the Stock Option Plan.


 


VACATION.  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.


 


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
executive employees, subject to and on a basis consistent with the terms,
conditions and overall administration of such plans, programs and arrangements,
except that the Company will pay 90% of the premium cost of insuring the
Executive and his dependents in the Company’s health insurance plan.


 


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.


 


TERMINATION.


 


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 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 cure period of 30 days; (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.


 


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


 


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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.


 


TERMINATION BY
EXECUTIVE.  Executive may terminate the
Employment Term upon written Notice of Termination to the Company delivered in
person to the Company president at least 60 days before the effective date of
such termination.  In the event of
termination by Executive, Executive agrees to notify company president
personally and confidentially prior to providing such notification to any other
Company employee or person outside of the Executive’s immediate family and
legal adviser.


 


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 with no less than 60 days’ prior notice.  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.


 


TERMINATION
DISPUTES.  If, within 7 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).


 


NO FURTHER
LIABILITY UPON TERMINATION WITH OR WITHOUT CAUSE FOR ANY REASON OR NO
REASON.  If the Employment Agreement is
terminated by the Company or the 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.


 


COMPENSATION
UPON DEATH. If the Employment Term is terminated by the death of the Executive,
the Company shall have no further liability under this Agreement except to pay
Executive (i) the value of any accrued salary, or other compensation due
to Executive as of the date of the Executive’s death, and (ii) any benefit
payable under all employee benefit plans, programs and arrangements of the
Company in which Executive is a participant on the date of his death.


 


COMPENSATION
UPON DISABILITY. If the Employment Term is terminated by the Company due to
Executive’s disability, the Company shall have no further liability 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, provided,
however, that in the event Executive is paid disability benefits under any
disability benefit plan of the Company in which he participates, any salary
payments made to Executive during such period shall be reduced by the sum of
such amounts.


 


CHANGE OF
CONTROL  Within three months preceding or
twelve months following a change of control, as defined below, should the
Executive’s employment be terminated without cause, or should the Executive be
assigned duties or responsibilities that are inconsistent with his authority,
duties and responsibilities as Chief Financial Officer of the Company, or
should the Executive be transferred to a location which is an unreasonable
distance from the principal executive office of the Company, the Executive
shall be entitled to receive, and the Company shall be obligated to pay, an
amount equal to two years base salary and bonus at the current targeted
amount.  Additionally, all stock options
held by the Executive shall be deemed to be vested and immediately
exercisable.  Payment of such salary and
bonus shall be made within thirty days of the Company receiving notice from the
Executive that such payment under this section is due, and, along with the
immediate vesting of all stock options, shall constitute a complete discharge
of all obligations of the Company to the Executive, except that Executive shall
continue to be bound by Sections 5 and 6 hereof.  As used herein, a “change of control” of the
Company shall be deemed to have occurred if any person, group or company, other
than Robert Bland and William Thoms, shall at any time beneficially own shares
of Common stock of the Company which represent in excess of 50% of either (a) the
total votes entitled to be cast by all outstanding shares of Common stock of
the Company or (b) all outstanding shares of Common stock of the Company.


 


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CONFIDENTIAL
INFORMATION.


 


DISCLOSURE AND
USE. Executive shall not disclose or use at any time, either during or after
Executive’s employment with the Company or any other direct or indirect
subsidiary of the Company (collectively referred to herein as the “Company”),
any trade secrets or other confidential information, whether patentable or not,
of the Company, including but not limited to, technical or non-technical data,
a formula, pattern, compilation, program, device, method, technique, drawing,
process, financial data, or list of actual or potential customers or suppliers,
of which Executive is or becomes informed or aware during his employment,
whether or not developed by Executive, except (i) as may be required for
Executive to perform his employment duties with the Company; (ii) to the
extent such information has been disclosed to Executive by a third party who is
not subject to restriction on the dissemination of such information or becomes
generally available to the public other than as a result of a disclosure by a
party who is not subject to restriction on the dissemination of such
information; (iii) information which must be disclosed as a result of a
subpoena or other legal process, after the Company has had the opportunity to
request a suitable protective order for such information, or (iv) unless
Executive shall first secure the Company’s prior written authorization.  This covenant shall survive the termination
of Executive’s employment with the Company, and shall remain in effect and be
enforceable against Executive for so long as any such Company secret or
confidential information retains economic value, whether actual or potential, from
not being generally known to other persons who can obtain economic value from
its disclosure or use. Executive shall execute such reasonable further
agreements of Executive’s obligations to the Company concerning non-disclosure
of Company trade secrets and confidential information as the Company may
require from time to time.


 


RETURN OF
MATERIALS. Upon termination of the Employment Term, Executive (or in the event
of termination due to Executive’s death, his estate or devisee, legatee or
other designee, as applicable) shall promptly deliver to the Company all assets
of the Company, including materials of a secret or confidential nature relating
to the Company’s business, which are in the possession or under the control of
Executive.


 


INVENTIONS
AND DISCOVERIES.


 


Executive hereby assigns to
the Company all of his rights, title and interest in and to all inventions,
discoveries, processes, designs and other intellectual property, including
without limitation, copyrights, patents, trademarks and trade names (hereinafter
referred to collectively as the “Inventions”), and all improvements on existing
Inventions made or discovered by Executive during the Employment Term. Promptly
upon the development or making of any such Invention or improvement thereon,
Executive shall disclose the same to the Company and shall execute and deliver
to the Company such reasonable documents as the Company may request to confirm
the assignment of Executive’s rights therein and, if requested by the Company,
shall assist the Company in applying for copyrights and trademark protection
and in applying for and prosecuting any patents which may be available for said
Invention or improvement. The Company acknowledges and hereby notifies
Executive that this section 6 does not apply to an Invention for which no
equipment, supplies, facility or trade secret information of the Company was
used and which was developed entirely on Executive’s own time, unless (a) the
Invention relates to (i) the business of the Company, or (ii) the
Company’s actual or demonstrably anticipated research or development, or (b) the
Invention results from any work performed by Executive for the Company.


 


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RESTRICTIVE
COVENANTS.


 


RESTRICTION ON COMPETITION.  
During the Employment Term and for a one-year period following the
Employment Term, Executive shall not, without the prior written authorization
of the Board of Directors of the Company, directly or indirectly render
services of a business, professional or commercial nature (whether for
compensation or otherwise) to a broker of personal lines insurance or engage in
any activity whether alone, as a partner, or as an officer, director, employee,
consultant, independent contractor, or stockholder in any other corporation,
person, or entity which is a personal lines insurance broker.


 


RESTRICTION ON EMPLOYEE SOLICITATION. During the Employment Term and
for a one-year period following the Employment Term, Executive shall not employ
or attempt to employ or assist anyone else to employ any person who is at such
time, or at any time during the preceding year was, an employee of or
consultant to the Company.  As used in
this section 8, the verb “employ” shall include its variations, for example,
retain, engage or conduct business with; the term the “Company” shall include
subsidiaries or affiliates, if any, of the Company.


 


REASONABLE SCOPE AND TIME. The parties acknowledge that the time,
scope, and other provisions of this Agreement have been specifically negotiated
by the parties and agree that all such provisions are reasonable under the
circumstances and are given as an integral and essential part of Executive’s
employment hereunder. In the event that any covenant contained in this
Agreement is determined by any court of competent jurisdiction to be
unenforceable by reason of its extending for too great a period of time or by
reason of its being too extensive in any other respect, it shall be interpreted
to extend only over the maximum period of time for which it may be enforceable
and to the maximum intent in all other respects as to which it may be
enforceable, all as determined by such court in such action.


 


SEVERABILITY.


 


If any provision of this Agreement is held invalid or
unenforceable, either in its entirety or by virtue of its scope or application
to given circumstances, such provision shall thereupon be deemed (i) modified
only to the extent necessary to render it valid, or (ii) not applicable to
given circumstances, or (iii) excised from this Agreement, as the situation
may require, and this Agreement shall be construed and enforced as if such
provision had been included herein as so modified in scope or application, or
had not been included herein, as the case may be.


 


ARBITRATION
OF DISPUTES.


 


Any controversy or claim arising out of or relating to
this Agreement, or the breach of this Agreement, (other than a controversy
arising out of or relating to Sections 5, 6, 7 or 8 hereof), shall be settled
by arbitration in Chicago, Illinois, conducted in accordance with the American
Arbitration Association Commercial Arbitration Rules by an independent
arbitrator chosen by mutual consent and agreement of both parties. Either the
Company or Executive may institute such arbitration proceeding by giving
written notice to the other party.  The
decision of the arbitrator shall be final and binding upon both parties
hereto.  Judgment upon the award rendered
by the arbitrator may be entered in any court having jurisdiction thereof.


 


ENFORCEMENT.


 


Executive hereby acknowledges that the Company would
suffer irreparable injury if the provisions of sections 6, 7, and 8 herein,
which shall survive the termination of this Agreement, were breached and that
the Company’s remedies at law would be inadequate in the event of such breach
or threatened breach. Accordingly, Executive hereby agrees that any such breach
or threatened breach may, in addition to any and all other available remedies
(including those remedies provided in section 10), be preliminarily and
permanently enjoined in a court of law or equity by the Company without bond.


 


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GENERAL
PROVISIONS.


 


NOTICES.
Any notice, request, demand or other communication required or permitted to be
given hereunder shall be in writing and delivered or sent by e-mail, registered
or certified mail, return receipt requested, or by a facsimile, telegram or
telex, addressed as follows:


 


	
  To the Company:

  	
   

  	
  Quotesmith.com, Inc.

  
	
   

  	
   

  	
  8205 South Cass Avenue, Suite 102, Darien, IL
  60561

  
	
   

  	
   

  	
  Attention: President

  
	
   

  	
   

  	
  Fax: (630) 515-0276

  
	
   

  	
   

  	
   

  
	
  To Executive:

  	
   

  	
  Phillip A. Perillo, at current address on file.

  



 


Either the Company or Executive may, at any time, by
notice to the other, designate another address for service of notice on such
party. When the letter, facsimile, telegram or telex is dispatched as provided
for above, the notice shall be deemed to be made when the addressee receives
the e-mail, letter, facsimile, telegram or telex, or within three days after it
is sent, whichever is earlier.


 


AMENDMENTS.
Neither this Agreement nor any of the terms or conditions hereof may be waived,
amended or modified except by means of a written instrument duly executed by
the party to be charged therewith.


 


CAPTIONS AND
HEADINGS. The captions and section headings used in this Agreement are for
convenience of reference only, and shall not affect the construction or
interpretation of this Agreement or any of the provisions hereof.


 


GOVERNING LAW.
This Agreement, and all matters or disputes relating to the validity,
construction, performance or enforcement hereof, shall be governed, construed
and controlled by and under the laws of the State of Illinois without regard to
principles of conflicts of law.


 


SUCCESSORS AND
ASSIGNS. This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns.


 


COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original hereof, but
all of which together shall constitute one and the same instrument.


 


ENTIRE
AGREEMENT. Except as otherwise set forth or referred to in this Agreement, this
Agreement constitutes the sole and entire agreement and understanding between
the parties hereto as to the subject matter hereof, and supersedes all prior
discussions, agreements and understandings of every kind and nature between
them as to such subject matter.


 


RELIANCE BY
THIRD PARTIES. This Agreement is intended for the sole and exclusive benefit of
the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns, and no other person
or entity shall have any right to rely on this Agreement or to claim or derive
any benefit therefrom absent the express written consent of the party to be
charged with such reliance or benefit.


 


EFFECTIVE
DATE.


 


This Agreement shall be effective on the Effective
Date.


 


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ACKNOWLEDGEMENT.


 


EXECUTIVE ACKNOWLEDGES THAT HE HAS READ, UNDERSTOOD
AND ACCEPTS THE PROVISIONS OF THIS AGREEMENT, WHICH IS THE ENTIRE AGREEMENT
BETWEEN THE EXECUTIVE AND THE COMPANY.  
EXECUTIVE ALSO ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO AND HAS
REVIEWED THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH COMPETENT COUNSEL.


 


IN WITNESS WHEREOF, the parties have executed this
Employment Agreement as of the date written above.


 


	
  For QUOTESMITH.COM, INC.

  	
   

  	
  For EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Robert S. Bland

  	
   

  	
  By:

  	
  /s/ Phillip A. Perillo

  
	
  Robert S. Bland

  President and Chief Executive Officer

  	
   

  	
  Phillip A. Perillo

  Senior Vice President and Chief Financial Officer

  
	
  Date:

  	
  December 19, 2002

  	
   

  	
  Date:

  	
  December 19, 2002

  



 


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