Exhibit 10.10
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made by and between INVESTools
Inc., a Delaware corporation (the "Company"), and Lee K. Barba ("Employee")
effective as of December 6, 2001 (the "Effective Date").
WHEREAS, the Company is desirous of employing Employee in an executive capacity
on the terms and conditions, and for the consideration, hereinafter set forth
for the period provided herein commencing upon the Effective Date, and Employee
is desirous of employment with the Company on such terms and conditions and for
such consideration.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and
obligations contained herein, the Company and Employee agree as follows:
ARTICLE I
EMPLOYMENT AND DUTIES
SECTION 1.1
THE COMPANY AGREES TO EMPLOY
EMPLOYEE AND EMPLOYEE AGREES TO BE EMPLOYED BY THE COMPANY, SUBJECT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, BEGINNING AS OF THE EFFECTIVE DATE AND
CONTINUING FOR THE TERM HEREOF.
SECTION 1.2
FROM AND AFTER THE EFFECTIVE
DATE, THE COMPANY SHALL EMPLOY EMPLOYEE IN THE POSITION OF EXECUTIVE VICE
PRESIDENT OF THE COMPANY, OR IN SUCH OTHER POSITIONS AS THE PARTIES MUTUALLY MAY
AGREE.
SECTION 1.3
EMPLOYEE AGREES TO SERVE IN THE
POSITION REFERRED TO IN SECTION 1.2 HEREOF AND TO PERFORM DILIGENTLY AND TO THE
BEST OF HIS ABILITIES THE DUTIES AND SERVICES PERTAINING TO SUCH OFFICE AS SET
FORTH IN THE BYLAWS OF THE COMPANY IN EFFECT ON THE EFFECTIVE DATE, AS WELL AS
SUCH ADDITIONAL DUTIES AND SERVICES APPROPRIATE TO SUCH OFFICE AS THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS") MAY REASONABLY ASSIGN TO
EMPLOYEE FROM TIME TO TIME.
SECTION 1.4
EMPLOYEE AGREES, DURING THE
PERIOD OF HIS EMPLOYMENT BY THE COMPANY, TO DEVOTE HIS FULL BUSINESS TIME,
ENERGY AND BEST EFFORTS TO THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS
AFFILIATES AND NOT TO ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY OTHER BUSINESS OR
BUSINESSES, WHETHER OR NOT SIMILAR TO THAT OF THE COMPANY, EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF THE BOARD OF DIRECTORS. THE FOREGOING NOTWITHSTANDING, THE
PARTIES RECOGNIZE AND AGREE THAT EMPLOYEE MAY ENGAGE IN PASSIVE PERSONAL
INVESTMENTS AND CHARITABLE OR PUBLIC SERVICE ACTIVITIES AND SERVE ON THE BOARD
OF DIRECTORS OF CORPORATIONS TO THE EXTENT THAT SUCH ACTIVITIES DO NOT CONFLICT
WITH THE BUSINESS AND AFFAIRS OF THE COMPANY OR INTERFERE WITH EMPLOYEE'S
PERFORMANCE OF HIS DUTIES AND OBLIGATIONS HEREUNDER.
ARTICLE II
TERM AND TERMINATION OF EMPLOYMENT
SECTION 2.1
UNLESS SOONER TERMINATED
PURSUANT TO OTHER PROVISIONS HEREOF, THE COMPANY AGREES TO EMPLOY EMPLOYEE FOR A
THREE-YEAR PERIOD BEGINNING ON THE EFFECTIVE DATE,
AND THEREAFTER AUTOMATICALLY EXTEND THE TERM OF THIS AGREEMENT FOR SUCCESSIVE
ONE-YEAR PERIODS UNLESS AND UNTIL SUCH TIME AS EITHER PARTY SHALL GIVE WRITTEN
NOTICE TO THE OTHER AT LEAST 15 DAYS PRIOR TO THE EXPIRATION OF THE THEN CURRENT
TERM THAT NO SUCH AUTOMATIC EXTENSION SHALL OCCUR, IN WHICH EVENT EMPLOYEE'S
EMPLOYMENT SHALL TERMINATE ON THE EXPIRATION OF THE THEN CURRENT TERM.
SECTION 2.2
NOTWITHSTANDING THE PROVISIONS
OF SECTION