Exhibit 10.3
AMENDED AND RESTATED
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 February 15, 2007 (the "Effective Date").
WHEREAS, the Executive is currently employed by the Company pursuant to an
employment agreement between the Executive and the Company, initially dated
December 6, 2001, as amended and restated effective as of March 4, 2004 (the
"Prior Employment Agreement");
WHEREAS, the Company and the Executive now desire to enter into this Agreement,
which is intended, as of the Effective Date, to amend, restate, supersede and
replace the Prior Employment Agreement in its entirety, to reflect the
Executive's positions and duties, his compensation, and other terms and
conditions of his continued employment as Chief Executive Officer of the Company
and Chairman of the Board of Directors of the Company.
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
SPECIFIED IN SECTION 2.1.
SECTION 1.2
FROM AND AFTER THE EFFECTIVE DATE, THE COMPANY SHALL EMPLOY
EXECUTIVE IN THE POSITIONS OF CHIEF EXECUTIVE OFFICER OF THE COMPANY AND
CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS").
SECTION 1.3
EXECUTIVE AGREES TO SERVE IN THE POSITIONS 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 OFFICES 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 OFFICES AS 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.
Section 1.5
During the Employment Term (as defined below), Executive will
comply with the terms of the Company's written corporate governance policies,
including but not limited to its code of business conduct and ethics, as amended
from time to time.
ARTICLE II
TERM AND TERMINATION OF