Exhibit 10.1
EXECUTION COPY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made by and between INVESTools
Inc., a Delaware corporation (the "Company"), and Lee K. Barba (the "Executive")
effective as of March 4, 2004 (the "Effective Date").
WHEREAS, the Executive is currently employed by the Company pursuant to an
employment agreement between the Executive and the Company, dated December 6,
2001 (the "Prior Employment Agreement");
WHEREAS, the Company and the Executive now desire to enter into this new
Agreement, which is intended to amend, restate, supersede and replace the Prior
Employment Agreement in its entirety to reflect the Executive's position and
duties, his compensation, and other terms and conditions of his employment as
Chief Executive Officer of the Company.
WHEREAS, following the execution of this Agreement by both the Executive and the
Company, as of the Effective Date, the Prior Employment Agreement shall
terminate and no longer have any force and effect.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants and
obligations contained herein, the Company and Executive agree as follows:
ARTICLE I
EMPLOYMENT AND DUTIES
SECTION 1.1
THE COMPANY AGREES TO EMPLOY EXECUTIVE AND EXECUTIVE
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 EXECUTIVE IN THE POSITION OF CHIEF EXECUTIVE OFFICER OF THE COMPANY, OR
IN SUCH OTHER POSITIONS AS THE PARTIES MUTUALLY MAY AGREE.
SECTION 1.3
EXECUTIVE 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 EXECUTIVE FROM TIME TO TIME.
SECTION 1.4
EXECUTIVE 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. NOTWITHSTANDING THE FOREGOING, THE PARTIES RECOGNIZE AND
AGREE THAT EXECUTIVE 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 EXECUTIVE'S PERFORMANCE OF HIS DUTIES AND
OBLIGATIONS HEREUNDER.
ARTICLE II
TERM AND TERMINATION OF EMPLOYMENT
SECTION 2.1
EMPLOYMENT.
THE COMPANY AGREES TO EMPLOY THE EXECUTIVE
AND THE EXECUTIVE HEREBY ACCEPTS EMPLOYMENT, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS SET FORTH HEREIN, FOR A TERM (THE "EMPLOYMENT TERM")