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