SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 1999.
Commission file number 0-20311
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DATA BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3668779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
7050 Union Park Center, Suite 600, Midvale, Utah 84047
(Address of principal administrative offices)
Registrant's telephone number, including area code: (801) 562-2252
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
------ ------
The number of shares of common stock, par value $.01 per share, of the
registrant outstanding as of November 9, 1999 was 34,463,720.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands, except per share data)
Three Months Ended
September 30,
-------------------
1999 1998
------- -------
REVENUES $27,738 $25,670
COSTS AND EXPENSES
Cost of services 14,564 12,530
Selling, general and administrative 9,549 8,336
Depreciation and amortization 3,185 4,041
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Total costs and expenses 27,298 24,907
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INCOME FROM OPERATIONS 440 763
Equity in loss of MarketWatch.com, Inc. (5,643) (923)
Other income, net 420 343
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INCOME (LOSS) BEFORE INCOME TAXES (4,783) 183
Provision (benefit) for income taxes (1,814) 112
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NET INCOME (LOSS) (2,969) 71
Foreign currency translation adjustment 89 -
------- -----
COMPREHENSIVE INCOME (LOSS) $(2,880) $ 71
======= =====
NET INCOME (LOSS) PER SHARE
Basic and diluted $ (0.09) $0.00
======= =====
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING:
Basic and diluted 34,579 32,967
See accompanying notes to condensed consolidated financial statements.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
September 30, June 30,
1999 1999
-------- --------
ASSETS
- ------
Current Assets:
Cash and cash equivalents $39,900 $41,507
Accounts receivable, net 10,914 8,782
Income taxes receivable 6,173 6,141
Net assets of discontinued operations - 1,373
Prepaid expenses and other current assets 1,462 1,187
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Total Current Assets 58,449 58,990
Property and equipment, net 16,121 14,853
Software development costs, net of accumulated
amortization of $8,597 and $8,159 3,355 3,460
Goodwill, net of accumulated amortization
of $16,898 and $15,914 44,800 45,784
Investment in MarketWatch.com, Inc. 41,331 47,554
Deferred tax assets, net 13,904 11,917
Other non-current assets 5,926 5,934
-------- --------
TOTAL ASSETS $183,886 $188,492
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable $5,366 $7,655
Net liabilities of discontinued operations 3,047 -
Accrued liabilities 8,358 8,541
Deferred tax liabilities 6,531 6,531
Current maturities of long-term debt 250 500
Other current liabilities 406 545
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23,958 23,772
Deferred revenue 8,824 9,077
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Total Current Liabilities 32,782 32,849
Other non-current liabilities 1,709 1,485
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TOTAL LIABILITIES 34,491 34,334
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Commitments and contingencies
Stockholders' Equity:
Common stock 375 375
Additional paid-in capital 164,856 164,795
Retained earnings 2,891 5,860
Accumulated other comprehensive income (loss) 15 (74)
Treasury stock (18,742) (16,798)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 149,395 154,158
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $183,886 $188,492
======== ========
See accompanying notes to condensed consolidated financial statements.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended
September 30,
-----------------------
1999 1998
-------- -------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
Net income (loss) $(2,969) $71
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 3,802 4,781
Equity in loss of joint venture 5,643 923
Other non-cash items, net (1,589) 558
Changes in operating assets and liabilities, net (4,897) (2,291)
------ -------
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES (10) 4,042
------ -------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Proceeds from the sale of businesses 3,995 -
Purchase of property and equipment (3,137) (3,273)
Capitalized software development costs (333) (306)
Cash paid for acquisitions - (3,922)
Investment in joint ventures - (1,983)
Other 10 -
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NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 535 (9,484)
------- ------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Purchase of treasury stock (1,944) (1,198)
Payments of long-term debt (250) (252)
Exercise of common stock options and warrants 62 79
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NET CASH USED IN FINANCING ACTIVITIES (2,132) (1,371)
------- -------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (1,607) (6,813)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 41,507 26,256
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $39,900 $19,443
======= =======
See accompanying notes to condensed consolidated financial statements.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared by Data Broadcasting Corporation and Subsidiaries (the "Company"
or "DBC") in accordance with generally accepted accounting principles for
interim financial reporting and the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, certain information and footnote disclosures
normally included in financial statements prepared under generally accepted
accounting principles have been condensed or omitted pursuant to such
regulations. In the opinion of management, all adjustments considered
necessary for a fair presentation of the Company's financial position, results
of operations and cash flows have been included. All such adjustments are of
a normal recurring nature. This report on Form 10-Q for the three months
ended September 30, 1999 should be read in conjunction with the Company's
annual report on Form 10-K for its fiscal year ended June 30, 1999. Certain
prior year amounts have been reclassified to conform with current year's
presentation.
2. INVESTMENT IN MARKETWATCH.COM, INC.
-----------------------------------
Upon the formation of the MarketWatch joint venture with CBS Broadcasting,
Inc. ("CBS"), now known as MarketWatch.com, Inc. ("MW"), the Company's
interest in the net equity of the joint venture exceeded the Company's
$2,000,000 cash contribution primarily due to the contribution to the joint
venture by CBS of advertising with a fair value of $30,000,000. This excess
is being amortized as the related advertising is utilized. The Company's
equity in losses of MW for the three months ended September 30, 1999 are net
of amortization of this excess of $785,000. The remaining amount of this
excess at September 30, 1999 is $4,050,000, which is included in "Investment
in MarketWatch.com, Inc." in the accompanying balance sheet.
DBC purchased news from MW in the amount of $413,000 and $322,000 for the
three months ended September 30, 1999 and 1998, respectively. DBC also
purchased web advertising of $125,000 and $108,000 from MW for the three
months ended September 30, 1999 and 1998, respectively.
The Company provides services to MW including accounting, network operations,
web hosting and data feeds. DBC charged MW $360,000 and $204,000 for such
services for the three months ended September 30, 1999 and 1998, respectively,
which amounts were recorded as reductions of the gross expenses incurred by
DBC.
3. DISCONTINUED OPERATIONS
-----------------------
On August 31, 1999, the Company sold its music and ad business known as
InStore Satellite Network, to Muzak LLC for $4,700,000. DBC received
$3,995,000 in August, with the remaining $705,000 held in escrow pending
performance of the business over a six-month period. This business was
previously classified as a discontinued operation. In August 1999, the
Company closed Lawyers Communication Network.
<PAGE>
DATA BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. SEGMENT INFORMATION
-------------------
DBC's reportable segments are as follows:
. Market Information - delivery of real-time financial market information
to retail and institutional customers.
. BondEdge - fixed income portfolio analytics.
The company evaluates the segments on the basis of operating income, earnings
before interest, taxes, depreciation and amortization ("EBITDA") and capital
expenditures. Segment financial information is as follows (in thousands):
For the Three Months Ended September 30,
1999 1998
------- -------
Revenues
Market Information $21,235 $20,148
BondEdge 6,503 5,522
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Total $27,738 $25,670
======= =======
Income (loss) from operations
Market Information $ (853) $ (372)
BondEdge 2,652 2,055
Corporate and unallocated (1,359) (920)
------ ------
Total $ 440 $ 763
====== ======
EBITDA
Market Information $1,422 $2,667
BondEdge 3,556 3,051
Corporate and unallocated (1,353) (914)
------ ------
Total $3,625 $4,804
====== ======
5. STOCKHOLDERS' EQUITY
--------------------
During the three months ended September 30, 1999 the company repurchased
241,000 shares of common stock for $1,944,000.
6. EARNINGS (LOSS) PER SHARE
-------------------------
As a result of the losses incurred by the Company for the three months ended
September 30, 1999, all potential common shares were anti-dilutive and were
excluded from the diluted net loss per share calculation for the period.
Because the amount of earnings reported by the Company for the three months
ended September 30, 1998 was small, the dilutive effect of potential common
shares had no impact on the earnings per share reported.
At September 30, 1999 2,185,000 stock options were not included in the
calculation of diluted loss per share for the three months ended September 30,
1999 since their inclusion would be anti-dilutive. At September 30, 1998,
there were 3,761,000 dilutive stock options.
7. NEW ACCOUNTING PRONOUNCEMENT
----------------------------
In the current fiscal quarter the Company adopted Financial Accounting
Standards Board Statement of Financial Accounting Standards No. 133,
"Accounting for Derivative Instruments and Hedging Activities". The Company
<PAGE>
has not engaged in any hedging activity. Therefore, adoption of this new
standard had no impact on the Company.
8. SUBSEQUENT EVENT
----------------
On November 15, 1999, the Company announced an agreement to merge with
Financial Times Asset Management ("FTAM"), part of the Financial Times group,
which is part of Pearson plc, the international media company. The Financial
Times group will transfer ownership of FTAM to DBC in exchange for a 60%
stake in the combined business. The transaction is subject to the approval
of the Company's shareholders, regulatory approvals and other customary
conditions.
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
The Company delivers a wide range of information and analytical tools used
primarily by investors to make investment decisions. The Company will
deliver these services primarily over the Internet as a result of its
decision to transition away from the Company's historical broadcast
platforms. These services include the following:
. Real-time financial market prices - equities, mutual funds, options, bonds,
indices, futures, commodities and foreign exchange rates.
. News - proprietary business articles, news headlines, press releases, wire
services, and transcripts from U.S. and Russian government activities.
. Access to historical financial databases - stock prices, technical charts,
research reports and SEC filings.
. Analytical tools - Technical stock charting and detailed fixed income
portfolio analysis.
These services are delivered on a subscription basis via the Internet or
communication devices that rely on FM subcarriers, satellite, cable television
or telephone lines. While the majority of customers receive services via a
broadcast technology, most of the Company's new customers are choosing
Internet-delivered services. The Company expects the trend toward Internet
services to continue to grow and the number of broadcast customers to decline.
The Company also plans to use broadband, multi-cast technology to deliver its
information and services in a multimedia format.
With the exception of certain fixed income services, which are targeted toward
fixed income portfolio managers, most of the Company's customers have
historically been individual investors. However, the Company expects the
number of its institutional customers will increase as a result of growth in
BondEdge and InSite.
The Company operates in two business segments:
. Market Information - including financial and sports information services
targeted toward individual and institutional investors.
. BondEdge - fixed-income analytical software marketed to fixed-income
portfolio managers.
In May 1999, the Company sold its AgCast business to Farm Journal Corporation
("FJ"), in exchange for $3,100,000 of convertible preferred stock in FJ, a
privately-held agribusiness information company.
<PAGE>
MarketWatch.Com, Inc. ("MarketWatch") is a venture formed in October 1997 with
CBS Broadcasting, Inc. It operates Internet web sites that deliver a broad
range of financial market information. The Company believes that most of the
visitors to this site are individual investors. Although much of the
information on MarketWatch is free to visitors, it does offer paid
subscriptions to certain of its data. MarketWatch currently derives the bulk
of its revenue from advertising. In January 1999, MarketWatch completed an
initial public offering of its common stock, reducing DBC's ownership interest
from 50 percent to 37 percent. The Company's ownership interest has been
further diluted to 32 percent, due to MarketWatch's issuance of stock for the
acquisition of BigCharts Inc., a leading provider of securities charts on the
Web.
DBC purchased substantially all of the assets of GTIS on August 31, 1998.
GTIS provides real-time domestic and international fixed income, foreign
exchange, money market and precious metal information to institutional,
corporate and consumer clients worldwide. This acquisition expands the
Company's reach to institutional customers.
DBC owns one business which has been classified as a discontinued operation
for accounting purposes. DBC Video installs and operates point to multipoint
video satellite services for retail merchants. DBC will continue to operate
this business, formerly part of Instore Satellite Network ("ISN"), through the
end of its existing contracts, in accordance with the August 1999 agreement to
sell ISN.
<PAGE>
RESULTS OF CONTINUING OPERATIONS
- --------------------------------
SELECTED FINANCIAL DATA ($ Thousands)
For the Three Months Ended September 30,
1999 1998
------ ------
Revenues
Market Information:
eSignal $ 6,760 $ 2,412
Institutional 3,943 2,598
Broadcast 10,532 15,138
BondEdge 6,503 5,522
------ ------
27,738 25,670
Cost of services 14,564 12,530
Selling, general and
administrative
Sales and marketing 5,293 4,861
G&A 4,256 3,475
Depreciation and amortization
Equipment and leasehold
improvements 1,745 2,424
Goodwill 1,001 971
Software development
and other 439 646
------- -------
Income from operations $ 440 $ 763
======= =======
Income (loss) from operations
Market information $ (853) $ (372)
BondEdge 2,652 2,055
Corporate and unallocated (1,359) (920)
------- -------
$ 440 $ 763
======= =======
Revenues increased by eight percent overall. Strong growth in revenues from
Internet-delivered eSignal offset declines in other products which use
broadcast delivery. This change in the mix of customers is expected to
continue. Institutional revenues increased due to the August 1998 acquisition
of GTIS and the initial market acceptance of InSite. The 18 percent increase
in BondEdge revenues was due to growth in the subscriber base, the sale of
additional analytical modules to existing customers and price increases.
Operating income decreased by $323,000 over last year's first quarter, due in
part to substantial marketing and product development costs for the InSite and
eSignal initiatives and costs associated with the Company's new office in New
York.
The Company's pre-tax share of the net losses of MarketWatch totaled
$5,643,000 in the current quarter, equal to $0.10 per share, compared with
$923,000, or $0.01, in the comparable prior period. The increase is
primarily due to goodwill amortization at MarketWatch associated with the
June 1999 acquisition of BigCharts, Inc.
The effective tax rate was a 38 percent benefit for the quarter ended
September 30, 1999, compared with 61 percent provision for the first quarter
of the prior year. This was the result of significant losses from
MarketWatch.
Excluding equity losses from MarketWatch, earnings were $0.01 per share in
both periods. Weighted average shares grew five percent as the impact of the
exercise of stock options was only partially offset by share repurchases.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company used $10,000 for operating activities in the current quarter
compared with $4,042,000 of cash generated in the prior period. This
decrease resulted mainly from an increase in accounts receivable and
decreases in accounts payable and accrued liabilities. The Company invested
$3,470,000 of cash in the first quarter of fiscal 2000 for property and
equipment and capitalized software development (including $1,909,000 in
leasehold improvements for new office space) compared to $3,579,000 in the
comparable fiscal 1999 period. The Company received $3,995,000 for the sale
of ISN during the first quarter of fiscal 2000. In the first quarter of
fiscal 1999, the Company paid $3,992,000 for the acquisition of GTIS. Also
in the first quarter of the prior year, the Company advanced $1,983,000 to
MarketWatch.
The Company spent $1,944,000 during the current quarter to repurchase its own
shares, compared with $1,198,000 in the corresponding prior year period.
Management believes that cash generated by operating activities, together
with its existing cash and financing facilities, are sufficient to meet the
short- and long-term needs of the current operations of the Company.
DBC's debt agreement with Key Corporate Capital, Inc. requires the Company to
maintain certain financial ratios with respect to operations and financial
position. This agreement also restricts the payment of dividends to DBC's
stockholders and limits the purchase of treasury stock. At September 30,
1999, the Company was in compliance with these covenants.
YEAR 2000
- ---------
The Company has substantially completed a comprehensive review of its
products, information systems and critical suppliers to identify those that
may be affected by the year 2000 ( Y2K ) issue. The Company s Y2K status is
as follows:
. Most of the Company's products and networks are substantially Y2K
compliant already. However, there is one older product with a small
number of subscribers that is not Y2K compliant and will not be supported
beyond December 31, 1999. The Company has informed those customers
affected and will try to meet the customers' needs with another DBC
product.
. The Company has sought compliance statements from each of its significant
suppliers, most of which have provided positive assurances regarding
their compliance. DBC will continue to work with those who are not yet
Y2K compliant.
. In the normal course of business, the Company is replacing its
administrative systems for accounting, billing and customer management.
The new systems will be fully Y2K compliant and will cost approximately
$3,200,000, most of which will be capitalized as fixed assets. At
September 30, 1999, approximately $2,894,000 has been capitalized. These
costs were capitalized because they related to the implementation of new
systems which include substantial new functionality in addition to being
Y2K compliant.
All historical and future costs have been and will continue to be funded out
of existing cash and cash flows from operations.
The Company has developed certain contingency options that are available in
the event of a Y2K failure. For example, if any of the satellites that are
used by DBC's financial network were to fail, it is possible that the Company
could shift all of its satellite customers to its Internet-based products.
In another example, if one data provider fails, it is possible that there is
another data provider that provides substantially similar information that
could be integrated into DBC's data feed. There are certainly no foolproof
contingency plans that cover every possible failure. However, the Company
<PAGE>
will continue to develop potential solutions so that it is as prepared as
possible in the event of a failure. In addition, the Company will continue
to work with its insurers so that it effectively manages its financial risk
in the event of a business interruption.
Based upon currently available information, management has no reason to
believe that the Company will not meet its compliance goals and does not
anticipate that the cost of effecting Y2K compliance will have a material
impact on the Company's financial condition, results of operations or
liquidity. Nevertheless, achieving Y2K compliance is dependent upon many
factors, some of which are not completely within the Company's control.
Should either the Company's internal systems or the internal systems of one
or more of its critical vendors fail to achieve Y2K compliance, the
Company's business and its results of operations could be adversely affected.
FORWARD-LOOKING STATEMENTS
- --------------------------
From time to time, the Company may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and
development activities and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the
Company notes that a variety of factors could cause the Company's actual
results and experience to differ materially from the anticipated results or
other expectations expressed in the Company's forward-looking statements.
The risks and uncertainties that may affect the operations, performance,
development and results of the Company's business include the following:
. The presence of competitors with greater financial resources and their
strategic response to the Company's new services.
. The acceptance of the Internet as a reliable real-time distribution
platform by institutional customers.
. The ability of the Company to broaden its subscriber base by adding more
individual investors outside of the Company's traditional "active-trader"
market.
. The Company's failure, or the failure of material third parties, to
complete their year 2000 compliance plan on a timely basis.
. The potential obsolescence of the Company's services due to the
introduction of new technologies.
. Activity levels in the securities markets.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is a party to various legal proceedings incidental to its business
operation, none of which is expected to have a material effect on the
financial condition or results of operations of the Company.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. The following exhibits are filed as part of this report:
Exhibit
Number Description of Exhibit
------- ----------------------
10.1 Employment Agreement - Alan J. Hirschfield
10.2 Employment Agreement - Allan R. Tessler
10.3 Employment Agreement - Mark F. Imperiale
27 Financial Data Schedule
b. Reports on Form 8-K
During the quarter ended September 30, 1999, the Registrant did not
file a Current Report on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
DATA BROADCASTING CORPORATION
(Registrant)
Dated: November 15, 1999 By: /s/ Allan R. Tessler
-------------------- ----------------------
Allan R. Tessler
Co-Chief Executive Officer
Dated: November 15, 1999 By: /s/ Alan J. Hirschfield
-------------------- ---------------------------
Alan J. Hirschfield
Co-Chief Executive Officer
Dated: November 15, 1999 By: /s/ Mark F. Imperiale
-------------------- ------------------------
Mark F. Imperiale
President, Chief Operating
Officer and Chief Financial
Officer
Exhibit 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is being made as of the 7th day
of October 1999 between DATA BROADCASTING CORPORATION, a Delaware corporation
(the "Company"), having its principal offices at 3490 Clubhouse Drive,
Jackson, Wyoming 83001, and ALAN J. HIRSCHFIELD (the "Executive"), an
individual residing at 1150 Fall Creek Road, Wilson, Wyoming 83014.
WITNESSETH:
WHEREAS, the Company desires to continue the employment of the
Executive and the Executive desires to be employed by the Company as its
Co-Chairman upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual premises and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Nature of Employment; Term of Employment. The Company hereby
----------------------------------------
employs the Executive and the Executive agrees to serve the Company, upon the
terms and conditions contained herein, for a term commencing effective as of
October 1, 1999 and continuing until October 31, 2003 (the "Employment Term");
provided, however, that unless either the Company or the Executive gives
notice that it or he desires to terminate this Agreement at least sixty (60)
days prior to the date of its termination, this Agreement (including this
Section 1) shall automatically be renewed for additional successive periods of
one (1) year.
2. Duties and Powers as Employee.
-----------------------------
(a) During the Employment Term, the Executive shall be employed
by the Company as its Co-Chairman; provided the Executive shall continue as
Co-Chief Executive Officer of the Company until the earlier of the appointment
of a new Chief Executive Officer or December 31, 1999. The Executive agrees
to devote such time and efforts to the performance of his duties under this
Agreement as shall be reasonably necessary. In the performance of his duties,
the Executive shall be subject to the direction of the Board of Directors of
the Company. The Executive shall be available to travel as the needs of the
business require.
(b) During the Employment Term, the Executive shall be nominated
to be a director of the Company.
3. Compensation.
------------
(a) As compensation for his services hereunder, the Company shall
pay the Executive, during the Employment term, a base salary (the "Base
Salary") payable in equal semi-monthly installments at the minimum annual rate
of $250,000. Such payments shall be subject to withholding of all taxes
payable with respect thereto and deductions for insurance contributions and
the like. Additionally, the Executive shall participate in the present or
future employee benefit plans of the Company provided that he meets the
eligibility requirements therefor.
<PAGE>
(b) In addition to the Base Salary provided herein, the Company,
in its sole and absolute discretion, may pay the Executive a performance bonus
payment (the "Bonus"), on an annual basis, in a sum equal to up to 100% of the
Executive's Base Salary for the fiscal year then ended. The exact percentage
of the Bonus shall be determined in the absolute and sole discretion of the
Compensation Committee of the Board of Directors of the Company based upon an
evaluation of the performance of the Executive and the Company during the
previous fiscal year. To the extent that the Company determines to pay the
Bonus to the Executive, the Bonus shall be paid to the Executive within ninety
(90) days after the end of the Company's fiscal year notwithstanding that such
date may be after the expiration of the Employment Term.
4. Expenses; Vacations. The Executive shall be entitled to
-------------------
reimbursement for reasonable travel and other out-of-pocket expenses
necessarily incurred in the performance of his duties hereunder, upon
submission and approval of written statements and bills in accordance with the
then regular procedures of the Company. The Executive shall be entitled to
reasonable vacation time in accordance with then regular procedures of the
Company governing executives as determined from time to time by the Company's
Board of Directors but in no event less than twenty-five days per year.
5. Representations and Warranties of Employee. The Executive
------------------------------------------
represents and warrants to the Company that (a) he is under no contractual or
other restriction or obligation which is inconsistent with the execution of
this Agreement, the performance of his duties hereunder, or the other rights
of the Company hereunder; and (b) he is under no physical or mental disability
that, with or without reasonable accommodation, would hinder his performance
of duties under this Agreement.
6. Non-Competition. The Executive agrees that he will not (a)
---------------
during the period he is employed under this Agreement engage in, or otherwise
directly or indirectly be employed by, or act as a consultant or lender to, be
a director, officer, employee, owner, or partner of, any other business or
organization that is or shall then be competing with the Company, and (b) for
a period of two (2) years after he ceases to be employed by the Company under
this Agreement, directly or indirectly compete with or be engaged in the same
business as the Company, or be employed by, or act as consultant or lender to,
or be a director, officer, employee, owner, or partner of, any business or
organization which at the time of such cessation, competes with or is engaged
in the same business as the Company, except that in each case the provisions
of this Section 6 will not be deemed breached merely because the Executive
owns not more than five percent (5.0%) of the outstanding common stock of a
corporation, if, at the time of its acquisition by the Executive, such stock
is listed on a national securities exchange, is reported on NASDAQ, or is
regularly traded in the over-the-counter market by a member of national
securities exchange.
7. Confidential Information. All confidential information which
------------------------
the Executive may now possess, may obtain during the Employment Term, or may
create prior to the end of the period he is employed by the Company under this
Agreement, relating to the business of the Company or of any customer or
supplier of the Company shall not be published, disclosed, or made accessible
by him to any other person, form, or corporation during the Employment Term or
any time thereafter without the prior written consent of the Company. The
Executive shall return all tangible evidence of such confidential information
to the Company prior to or at the termination of his employment.
8. Termination.
-----------
<PAGE>
(a) Termination for Cause. Notwithstanding anything herein
----------------------
contained, if on or after the date hereof and prior to the end of the
Employment Term, the Executive is terminated "For Cause" (as defined below)
then the Company shall have the right to give notice of termination of
Employee's services hereunder as of a date to be specified in such notice, and
this Agreement shall terminate on the date so specified. Termination "For
Cause" shall mean the Executive shall (i) be convicted of a felony crime, (ii)
commit any act or omit to take any action in bad faith and to the detriment of
the Company, (iii) commit an act of moral turpitude, (iv) commit an act of
fraud against the Company, or (v) materially breach any term of this Agreement
and fail to correct such breach within thirty (30) days after commission
thereof.
(b) Disability. In the event that the Executive shall be
----------
physically or mentally incapacitated or disabled or otherwise unable fully to
discharge his duties hereunder, with or without reasonable accommodation, for
a period of six months, then this Agreement shall terminate upon 90 days'
written notice to the Executive.
(c) Death. In the event that the Executive shall die, then this
-----
Agreement shall terminate on the date of the Executive's death.
(d) Termination by the Executive for Good Reason; Change in
-------------------------------------------------------
Control.
- -------
(i) Executive may terminate his employment hereunder for
"Good Reason." For purposes of this Agreement, Executive shall have "Good
Reason" to terminate his employment hereunder (A) upon a failure by the
Company to comply with any material provision of this Agreement that has not
been cured within ten business days after notice of such noncompliance has
been given by Executive to the Company, (B) upon action by the Company
resulting in a diminution of Executive's title or authority, or (C) for any
reason within six (6) months following the occurrence of a Change in Control.
(ii) For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred if:
(A) any "person," as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than (1) the Executive or Allan R. Tessler; (2) any
trustee or other fiduciary holding securities under an employee benefit plan
of the Company or (3) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportion as their
ownership of Shares), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 35% or more of the combined voting power of the Company's
then outstanding voting securities;
(B) individuals who at the Effective Date constitute
the Board, and any new director whose election by the Board or nomination for
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease
for any reason to constitute at least a majority thereof;
<PAGE>
(C) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than (1) a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving or parent entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effect to implement a
recapitalization of the Company (or similar transaction) in which no "person"
as hereinabove defined) acquires 35% or more of the combined voting power of
the Company's then outstanding securities;
(D) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets
(or any transaction having a similar effect).
(e) Effect of Termination.
---------------------
(i) In the event that this Agreement is terminated pursuant
to Section 8(a), then the Executive shall be entitled to receive only his Base
Salary at the rate provided in Section 3 to the date on which termination
shall take effect.
(ii) In the event that this Agreement is terminated by the
Company pursuant to Section 8(b) or 8(c), then the Executive, or the
Executive's beneficiary (as the case may be), shall be entitled to receive his
Base Salary at the rate provided in Section 3 to the date on which termination
shall take effect together with a lump sum distribution (with no present value
adjustment) equal to the Base Salary at the rate provided in Section 3 for a
period of one (1) year, notwithstanding that such one-year period might extend
beyond the Employment Term. In such event then the Executive's issued but
unvested options shall vest immediately upon such termination. The Executive,
or the Executive's beneficiary (as the case may be), shall have the right to
exercise any stock option for a period of three years following the date of
termination, but in no event beyond the expiration date of any such option.
(iii) In the event this Agreement is terminated by the
Company (other than for the reasons set forth in Sections 8(a), 8(b) or 8(c)),
then the Executive shall be entitled to receive severance pay consisting of a
lump sum distribution (with no present value adjustment) equal to the Base
Salary at the rate provided in Section 3 plus the Bonus (fixed at the rate of
50% of such Base Salary) for the greater of (a) three (3) years,
notwithstanding that such three-year period might extend beyond the Employment
Term or (b) the remainder of the Employment Term. In such case any of the
Executive's issued but unvested options shall vest immediately upon such
termination. The Executive, or the Executive's beneficiary (as the case may
be), shall have the right to exercise any stock option for a period of three
years following the date of termination, but in no event beyond the expiration
date of any such option. In addition, in such case the two (2) year period
described in Section 6(b) of this Agreement shall be reduced to one (1) year.
(iv) In the event that this Agreement is terminated by the
Executive pursuant to Section 8(d), then the Executive shall be entitled to
receive severance pay consisting of a lump sum distribution (with no present
adjustment) equal to the Base Salary at the rate provided in Section 3 plus
the Bonus (fixed at the rate of 50% of such Base Salary) for a period of one
year, notwithstanding that such one-year period might extend beyond the
Employment Term. In such event then the Executive's issued but unvested
options shall vest immediately upon such termination. The Executive, or the
<PAGE>
Executive's beneficiary (as the case may be), shall have the right to exercise
any stock option for a period of three years following the date of
termination, but in no event beyond the expiration date of any such option.
In addition, in such case the two (2) year period described in Section 6(b) of
this Agreement shall be reduced to one (1) year.
(f) Nothing contained in this Section 8 shall be deemed to limit
any other right the Company may have to terminate Employee's employment
hereunder upon any ground permitted by law.
9. Change of Control.
-----------------
In the event of a future disposition of (or including) the
properties and business of the Company, substantially as an entirety, by
merger, consolidation, sale of assets, or otherwise, the Company shall assign
this letter and all of its rights and obligations hereunder to the acquiring
or surviving corporation, such corporation shall assume in writing all of the
obligations of the Company, and the Company (in the event and so long as it
remains in business as an independent going enterprise) shall remain liable
for the performance of its obligations hereunder in the event of an
unjustified failure of the acquiring corporation to perform its obligations
under this letter.
10. Additional Payments. In the event that any payment or
-------------------
benefit received or to be received by the Executive, whether or not such
payments or benefits are received pursuant to the terms of this Agreement
(such payments and benefits being hereinafter called "Total Payments"), would
be subject (in whole or part), to the tax (the "Excise Tax") imposed under
section 4999 of the Code, the Company shall pay to the Executive such
additional amounts (the "Gross-Up Payment") as may be necessary to place the
Executive in the same after-tax position as if no portion of the Total
Payments had been subject to the Excise Tax. In the event that the Excise Tax
is subsequently determined to be less than the amount taken into account
hereunder, the Executive shall repay to the Company, at the time that the
amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by the Executive to
the extent that such repayment results in a reduction in Excise and/or a
federal, state or local income tax deduction) plus interest on the amount of
such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder (including by reason of any payment the existence or amount
of which cannot be determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest, penalties or additions payable by the Executive with
respect to such excess) at the time that the amount of such excess is finally
determined. The Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or judicial proceedings
concerning the existence or amount of liability for Excise Tax with respect to
the Total Payments.
11. Survival. The covenants, agreements, representations, and
--------
warranties contained in or made pursuant to this Agreement shall survive the
Executive's termination of employment, irrespective of any investigation made
by or on behalf of any party.
<PAGE>
12. Modification. This Agreement sets forth the entire
------------
understanding of the parties with respect to the subject matter hereof,
terminates and supersedes all existing agreements (written, oral or otherwise)
between them concerning such subject matter, and may be modified only by a
written instrument duly executed by each party. The Executive acknowledges
that no other representations, oral or written, have been made regarding the
subject matter hereof, other than those explicitly provided herein. The
Executive further acknowledges that he has not relied on any oral or written
representations not explicitly contained herein in executing this Agreement.
13. Notices. Any notice or other communication required or
-------
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 13).
In the case of a notice to the Company, a copy of such notice (which copy
shall not constitute notice) shall be delivered to Camhy Karlinsky & Stein
LLP, 1740 Broadway, New York, New York 10019-4315, Attn. Alan I. Annex, Esq.
Notice to the estate of the Executive shall be sufficient if addressed to the
Executive as provided in this Section 13. Any notice or other communication
given by certified mail shall be deemed given at the time of certification
thereof, except for a notice changing a party's address which shall be deemed
given at the time of receipt thereof.
14. Waiver. Any waiver by either party of a breach of any
------
provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Agreement. The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement. Any
waiver must be in writing.
15. Binding Effect. The Executives rights and obligations under
--------------
this Agreement shall not be transferable by assignment or otherwise, such
rights shall not be subject to encumbrance or the claims of the Executive's
creditors, and any attempt to do any of the foregoing shall be void. The
provisions of this Agreement shall be binding upon and inure to the benefit of
the Executive and his heirs and personal representatives, and shall be binding
upon and inure to the benefit of the Company and its successors and those who
are its assigns under Section 9.
16. Headings. The headings in this Agreement are solely for the
--------
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
17. Counterparts; Governing Law. This Agreement may be executed
---------------------------
in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. It shall
be governed by, and construed in accordance with, the laws of the State of
Wyoming, without giving effect to the rules governing the conflicts of laws.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first written above.
DATA BROADCASTING CORPORATION
By: /s/ MARK F. IMPERIALE
-----------------------------------
Name: Mark F. Imperiale
Title: President
/s/ ALAN J. HIRSCHFIELD
-----------------------------------
ALAN J. HIRSCHFIELD
Exhibit 10.2
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is being made as of the 7th day
of October, 1999 between DATA BROADCASTING CORPORATION, a Delaware corporation
(the "Company"), having its principal offices at 3490 Clubhouse Drive,
Jackson, Wyoming 83001, and ALLAN R. TESSLER (the "Executive"), an individual
residing at 1100 Pine Siskin, Jackson, Wyoming 83001.
WITNESSETH:
WHEREAS, the Company desires to continue the employment of the
Executive and the Executive desires to be employed by the Company as its
Co-Chairman upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual premises and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Nature of Employment; Term of Employment. The Company hereby
----------------------------------------
employs the Executive and the Executive agrees to serve the Company upon the
terms and conditions contained herein, for a term commencing effective as of
October 1, 1999 and continuing until October 31, 2003 (the "Employment Term");
provided, however, that unless either the Company or the Executive gives
notice that it or he desires to terminate this Agreement at least sixty (60)
days prior to the date of its termination, this Agreement (including this
Section 1) shall automatically be renewed for additional successive periods of
one (1) year.
2. Duties and Powers as Employee.
-----------------------------
(a) During the Employment Term, the Executive shall be employed
by the Company as its Co-Chairman; provided the Executive shall continue as
Co- Chief Executive Officer of the Company until the earlier of the
appointment of a new Chief Executive Officer or December 1, 1999. The
Executive agrees to devote such time and efforts to the performance of his
duties under this Agreement as shall be reasonably necessary. In the
performance of his duties, the Executive shall be subject to the direction of
the Board of Directors of the Company. The Executive shall be available to
travel as the needs of the business require.
(b) During the Employment Term, the Executive shall be nominated
to be a director of the Company.
3. Compensation.
------------
(a) As compensation for his services hereunder, the Company shall
pay the Executive, during the Employment term, a base salary (the "Base
Salary") payable in equal semi-monthly installments at the annual rate of
$250,000. Such payments shall be subject to withholding of all taxes payable
with respect thereto and deductions for insurance contributions and the like.
Additionally, the Executive shall participate in the present or future
employee benefit plans of the Company provided that he meets the eligibility
requirements therefor.
<PAGE>
(b) In addition to the Base Salary provided herein, the Company,
in its sole and absolute discretion, may pay the Executive a performance bonus
payment (the "Bonus"), on an annual basis, in a sum equal to up to 100% of the
Executive's Base Salary for the fiscal year then ended. The exact percentage
of the Bonus shall be determined in the absolute and sole discretion of the
Compensation Committee of the Board of Directors of the Company based upon an
evaluation of the performance of the Executive and the Company during the
previous fiscal year. To the extent that the Company determines to pay the
Bonus to the Executive, the Bonus shall be paid to the Executive within ninety
(90) days after the end of the Company's fiscal year notwithstanding that such
date may be after the expiration of the Employment Term.
4. Expenses; Vacations. The Executive shall be entitled to
-------------------
reimbursement for reasonable travel and other out-of-pocket expenses
necessarily incurred in the performance of his duties hereunder, upon
submission and approval of written statements and bills in accordance with
the then regular procedures of the Company. The Executive shall be entitled
to reasonable vacation time in accordance with then regular procedures of the
Company governing executives as determined from time to time by the Company's
Board of Directors but in no event less than twenty-five days per year.
5. Representations and Warranties of Employee. The Executive
------------------------------------------
represents and warrants to the Company that (a) he is under no contractual or
other restriction or obligation which is inconsistent with the execution of
this Agreement, the performance of his duties hereunder, or the other rights
of the Company hereunder; and (b) he is under no physical or mental disability
that, with or without reasonable accommodation, would hinder his performance
of duties under this Agreement.
6. Non-Competition. The Executive agrees that he will not (a)
---------------
during the period he is employed under this Agreement engage in, or otherwise
directly or indirectly be employed by, or act as a consultant or lender to, be
a director, officer, employee, owner, or partner of, any other business or
organization that is or shall then be competing with the Company, and (b) for
a period of two (2) years after he ceases to be employed by the Company under
this Agreement, directly or indirectly compete with or be engaged in the same
business as the Company, or be employed by, or act as consultant or lender to,
or be a director, officer, employee, owner, or partner of, any business or
organization which at the time of such cessation, competes with or is engaged
in the same business as the Company, except that in each case the provisions
of this Section 6 will not be deemed breached merely because the Executive
owns not more than five percent (5.0%) of the outstanding common stock of a
corporation, if, at the time of its acquisition by the Executive, such stock
is listed on a national securities exchange, is reported on NASDAQ, or is
regularly traded in the over-the-counter market by a member of national
securities exchange.
7. Confidential Information. All confidential information which
------------------------
the Executive may now possess, may obtain during the Employment Term, or may
create prior to the end of the period he is employed by the Company under this
Agreement, relating to the business of the Company or of any customer or
supplier of the Company shall not be published, disclosed, or made accessible
by him to any other person, form, or corporation during the Employment Term or
any time thereafter without the prior written consent of the Company. The
Executive shall return all tangible evidence of such confidential information
to the Company prior to or at the termination of his employment.
8. Termination.
-----------
<PAGE>
(a) Termination for Cause. Notwithstanding anything herein
----------------------
contained, if on or after the date hereof and prior to the end of the
Employment Term, the Executive is terminated "For Cause" (as defined below)
then the Company shall have the right to give notice of termination of
Employee's services hereunder as of a date to be specified in such notice, and
this Agreement shall terminate on the date so specified. Termination "For
Cause" shall mean the Executive shall (i) be convicted of a felony crime, (ii)
commit any act or omit to take any action in bad faith and to the detriment of
the Company, (iii) commit an act of moral turpitude, (iv) commit an act of
fraud against the Company, or (v) materially breach any term of this Agreement
and fail to correct such breach within thirty (30) days after commission
thereof.
(b) Disability. In the event that the Executive shall be
----------
physically or mentally incapacitated or disabled or otherwise unable fully to
discharge his duties hereunder, with or without reasonable accommodation, for
a period of six months, then this Agreement shall terminate upon 90 days'
written notice to the Executive.
(c) Death. In the event that the Executive shall die, then this
-----
Agreement shall terminate on the date of the Executive's death.
(d) Termination by the Executive for Good Reason; Change in
-------------------------------------------------------
Control.
- -------
(i) Executive may terminate his employment hereunder for
"Good Reason." For purposes of this Agreement, Executive shall have "Good
Reason" to terminate his employment hereunder (A) upon a failure by the
Company to comply with any material provision of this Agreement that has not
been cured within ten business days after notice of such noncompliance has
been given by Executive to the Company, (B) upon action by the Company
resulting in a diminution of Executive's title or authority, or (C) for any
reason within six (6) months following the occurrence of a Change in Control.
(ii) For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred if:
(A) any "person," as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than (1) Alan J. Hirschfield or the Executive, (2) any
trustee or other fiduciary holding securities under an employee benefit plan
of the Company or (3) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportion as their
ownership of Shares), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 35% or more of the combined voting power of the Company's
then outstanding voting securities;
(B) individuals who at the Effective Date constitute
the Board, and any new director whose election by the Board or nomination for
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease
for any reason to constitute at least a majority thereof;
<PAGE>
(C) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than (1) a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving or parent entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effect to implement a
recapitalization of the Company (or similar transaction) in which no "person"
as hereinabove defined) acquires 35% or more of the combined voting power of
the Company's then outstanding securities;
(D) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets
(or any transaction having a similar effect).
(e) Effect of Termination.
---------------------
(i) In the event that this Agreement is terminated pursuant
to Section 8(a), then the Executive shall be entitled to receive only his Base
Salary at the rate provided in Section 3 to the date on which termination
shall take effect.
(ii) In the event that this Agreement is terminated by the
Company pursuant to Section 8(b) or 8(c), then the Executive, or the
Executive's beneficiary (as the case may be), shall be entitled to receive his
Base Salary at the rate provided in Section 3 to the date on which termination
shall take effect together with a lump sum distribution (with no present value
adjustment) equal to the Base Salary at the rate provided in Section 3 for a
period of one (1) year, notwithstanding that such one-year period might extend
beyond the Employment Term. In such event then the Executive's issued but
unvested options shall vest immediately upon such termination. The Executive,
or the Executive's beneficiary (as the case may be), shall have the right to
exercise any stock option for a period of three years following the date of
termination, but in no event beyond the expiration date of any such option.
(iii) In the event this Agreement is terminated by the
Company (other than for the reasons set forth in Sections 8(a), 8(b) or 8(c),
then the Executive shall be entitled to receive severance pay consisting of a
lump sum distribution (with no present value adjustment) equal to the Base
Salary at the rate provided in Section 3 plus the Bonus (fixed at the rate of
50% of such Base Salary) for the greater of (a) three (3) years,
notwithstanding that such three-year period might extend beyond the Employment
Term or (b) the remainder of the Employment Term. In such case any of the
Executive's issued but unvested options shall vest immediately upon such
termination. The Executive, or the Executive's beneficiary (as the case may
be), shall have the right to exercise any stock option for a period of three
years following the date of termination, but in no event beyond the expiration
date of any such option. In addition, in such case the two (2) year period
described in Section 6(b) of this Agreement shall be reduced to one (1) year.
(iv) In the event that this Agreement is terminated by the
Executive pursuant to Section 8(d), then the Executive shall be entitled to
receive severance pay consisting of a lump sum distribution (with no present
adjustment) equal to the Base Salary at the rate provided in Section 3 plus
the Bonus (fixed at the rate of 50% of such Base Salary) for a period of one
year, notwithstanding that such one-year period might extend beyond the
<PAGE>
Employment Term. In such event then the Executive's issued but unvested
options shall vest immediately upon such termination. The Executive, or the
Executive's beneficiary (as the case may be), shall have the right to exercise
any stock option for a period of three years following the date of
termination, but in no event beyond the expiration date of any such option.
In addition, in such case the two (2) year period described in Section 6(b) of
this Agreement shall be reduced to one (1) year.
(f) Nothing contained in this Section 8 shall be deemed to limit
any other right the Company may have to terminate Employee's employment
hereunder upon any ground permitted by law.
9. Change of Control.
-----------------
In the event of a future disposition of (or including) the
properties and business of the Company, substantially as an entirety, by
merger, consolidation, sale of assets, or otherwise, the Company shall assign
this letter and all of its rights and obligations hereunder to the acquiring
or surviving corporation, such corporation shall assume in writing all of the
obligations of the Company, and the Company (in the event and so long as it
remains in business as an independent going enterprise) shall remain liable
for the performance of its obligations hereunder in the event of an
unjustified failure of the acquiring corporation to perform its obligations
under this letter.
10. Additional Payments. In the event that any payment or
-------------------
benefit received or to be received by the Executive, whether or not such
payments or benefits are received pursuant to the terms of this Agreement
(such payments and benefits being hereinafter called "Total Payments"), would
be subject (in whole or part), to the tax (the "Excise Tax") imposed under
section 4999 of the Code, the Company shall pay to the Executive such
additional amounts (the "Gross-Up Payment") as may be necessary to place the
Executive in the same after-tax position as if no portion of the Total
Payments had been subject to the Excise Tax. In the event that the Excise Tax
is subsequently determined to be less than the amount taken into account
hereunder, the Executive shall repay to the Company, at the time that the
amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by the Executive to
the extent that such repayment results in a reduction in Excise and/or a
federal, state or local income tax deduction) plus interest on the amount of
such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder (including by reason of any payment the existence or amount
of which cannot be determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest, penalties or additions payable by the Executive with
respect to such excess) at the time that the amount of such excess is finally
determined. The Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or judicial proceedings
concerning the existence or amount of liability for Excise Tax with respect to
the Total Payments.
11. Survival. The covenants, agreements, representations, and
--------
warranties contained in or made pursuant to this Agreement shall survive the
Executive's termination of employment, irrespective of any investigation made
by or on behalf of any party.
<PARTY>
12. Modification. This Agreement sets forth the entire
------------
understanding of the parties with respect to the subject matter hereof,
terminates and supersedes all existing agreements between them concerning such
subject matter, and may be modified only by a written instrument duly executed
by each party. The Executive acknowledges that no other representations, oral
or written, have been made regarding the subject matter hereof, other than
those explicitly provided herein. The Executive further acknowledges that he
has not relied on any oral or written representations not explicitly contained
herein in executing this Agreement.
13. Notices. Any notice or other communication required or
-------
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 13).
In the case of a notice to the Company, a copy of such notice (which copy
shall not constitute notice) shall be delivered to Camhy Karlinsky & Stein
LLP, 1740 Broadway, New York, New York 10019-4315, Attn. Alan I. Annex, Esq.
Notice to the estate of the Executive shall be sufficient if addressed to the
Executive as provided in this Section 13. Any notice or other communication
given by certified mail shall be deemed given at the time of certification
thereof, except for a notice changing a party's address which shall be deemed
given at the time of receipt thereof.
14. Waiver. Any waiver by either party of a breach of any
------
provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Agreement. The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement. Any
waiver must be in writing.
15. Binding Effect. The Executive's rights and obligations under
--------------
this Agreement shall not be transferable by assignment or otherwise, such
rights shall not be subject to encumbrance or the claims of the Executive's
creditors, and any attempt to do any of the foregoing shall be void. The
provisions of this Agreement shall be binding upon and inure to the benefit of
the Executive and his heirs and personal representatives, and shall be binding
upon and inure to the benefit of the Company and its successors and those who
are its assigns under Section 9.
16. Headings. The headings in this Agreement are solely for the
--------
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
17. Counterparts; Governing Law. This Agreement may be executed
---------------------------
in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. It shall
be governed by, and construed in accordance with, the laws of the State of
Wyoming, without giving effect to the rules governing the conflicts of laws.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first written above.
DATA BROADCASTING CORPORATION
By: /s/ MARK F. IMPERIALE
-----------------------------------
Name: Mark F. Imperiale
Title: President
/s/ ALLAN R. TESSLER
-----------------------------------
ALLAN R. TESSLER
Exhibit 10.3
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is being made as of the 7th day
of October 1999 between DATA BROADCASTING CORPORATION, a Delaware corporation
(the "Company"), having its principal offices at 3490 Clubhouse Drive,
Jackson, Wyoming 83001, and MARK F. IMPERIALE (the "Executive"), an
individual residing at 12 West Road, West Orange, New Jersey 07052.
WITNESSETH:
WHEREAS, the Company desires to continue the employment of the
Executive and the Executive desires to be employed by the Company upon the
terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual premises and
agreements contained herein, and intending to be legally bound hereby, the
parties hereto agree as follows:
1. Nature of Employment; Term of Employment. The Company hereby
----------------------------------------
employs the Executive and the Executive agrees to serve the Company as its
President and Chief Executive Officer, upon the terms and conditions contained
herein, for a term commencing effective as of October 1, 1999 and continuing
until October 31, 2003 (the "Employment Term"); provided, however, that unless
either the Company or the Executive gives notice that it or he desires to
terminate this Agreement at least sixty (60) days prior to the date of its
termination, this Agreement (including this Section 1) shall automatically be
renewed for additional successive periods of one (1) year.
2. Duties and Powers as Employee. During the Employment Term, the
-----------------------------
Executive shall be employed by the Company as its President. Upon the
appointment by the Company of a new Chief Financial Officer, but no later than
December 31, 1999, the Executive shall, in addition to the position of
President, be appointed the Chief Executive Officer of the Company. The
Executive agrees to devote his full time and efforts to the performance of his
duties under this Agreement. In the performance of his duties, the Executive
shall be subject to the direction of the Board of Directors of the Company.
The Executive shall be available to travel as the needs of the business
require.
3. Compensation.
------------
(a) As compensation for his services hereunder, the Company shall
pay the Executive, during the Employment Term, a base salary (the "Base
Salary") payable in equal semi-monthly installments at the minimal annual rate
of $600,000 for the period ending October 31, 2000, $625,000 for the period
ending October 31, 2001, $650,000 for the period ending October 31, 2002, and
$675,000 for the period ending October 31, 2003 and for each year thereafter.
Such payments shall be subject to withholding of all taxes payable with
respect thereto and deductions for insurance contributions and the like.
Additionally, the Executive shall participate in the present or future
employee benefit plans of the Company provided that he meets the eligibility
requirements therefor.
<PAGE>
(b) In addition to the Base Salary provided herein, the Company
shall (i) provide the Executive with a personal plan of disability insurance
in the amount of up to $25,000 per month, which the Executive shall maintain
for his own benefit, and (ii) provide the Executive with term life insurance
in an amount of three million dollars ($3,000,000) and the Executive shall
arrange for such transfer of ownership and designation of Beneficiary with
respect to such life insurance and any policies related thereto as he deems
appropriate. The payments made under this subparagraph (b) shall be "grossed-
up" to compensate the Executive for the tax consequences associated with such
payment.
(c) In addition to the Base Salary provided herein, the Company,
in its sole and absolute discretion, may pay the Executive a performance bonus
payment (the "Bonus"), on an annual basis, in a sum equal to up to 100% of the
Executive's Base Salary for the fiscal year then ended. The exact percentage
of the Bonus shall be determined in the absolute and sole discretion of the
Compensation Committee of the Board of Directors of the Company based upon an
evaluation of the performance of the Executive and the Company during the
previous fiscal year. To the extent that the Company determines to pay the
Bonus to the Executive, the Bonus shall be paid to the Executive within ninety
(90) days after the end of the Company's fiscal year notwithstanding that such
date may be after the expiration of the Employment Term.
(d) In addition, the Company shall request that the Stock Option
Committee of the Board of Directors of the Company issue the Executive
incentive stock options ("Options") to acquire 600,000 shares of common stock
of the Company. The Executive acknowledges that 300,000 of the Options (the
"Conditional Options") may need to be issued subject to approval by the
stockholders of the Company of an increase in the Company authorized shares
under its option plan. In the event the Company does not obtain such
approval, it shall be obligated to pay to Executive an additional bonus equal
to the phantom appreciation of such options, such appreciation right to be
based upon the upside on such number of shares as shall be subject to such
stockholder approval at the exercise price of the Options, which amount will
be set forth in a phantom rights agreement to be issued to the Executive if
such stockholder approval is not obtained before April 30, 2000. If the
Company forms an entity which it intends (by virtue of a sale, spin off,
public offering or otherwise) to separate from the Company, it shall provide
the Executive with an appropriate number of options with respect to the future
appreciation of such entity as are commensurate with the level of the
Executive's position and the standard in the industry in which such entity is
engaged.
(e) In addition to the Base Salary provided herein, if requested
by the Executive during the Employment Term, the Company shall lend (the
"Loan") funds to be used only towards the purchase of Company Common Stock by
the Executive, in accordance with a promissory note (the "Note") in a form and
substance satisfactory to the Company, an amount of up to $1,000,000 (but no
greater than one half of the purchase price). The Loan will be nonrecourse
and secured by the Company common stock purchased thereby. The Note shall
accrue interest at prime rate and shall be due and payable five (5) years from
the date of the Note.
4. Expenses; Vacations. The Executive shall be entitled to
-------------------
reimbursement for reasonable travel and other out-of-pocket expenses
necessarily incurred in the performance of his duties hereunder, upon
submission and approval of written statements and bills in accordance with the
then regular procedures of the Company. The Executive shall be entitled to
reasonable vacation time in accordance with then regular procedures of the
<PAGE>
Company governing executives as determined from time to time by the Company's
Board of Directors but in no event less than twenty-five days per year.
5. Representations and Warranties of Employee. The Executive
------------------------------------------
represents and warrants to the Company that (a) he is under no contractual or
other restriction or obligation which is inconsistent with the execution of
this Agreement, the performance of his duties hereunder, or the other rights
of the Company hereunder; and (b) he is under no physical or mental disability
that, with or without reasonable accommodation, would hinder his performance
of duties under this Agreement.
6. Non-Competition. The Executive agrees that he will not (a)
---------------
during the period he is employed under this Agreement engage in, or otherwise
directly or indirectly be employed by, or act as a consultant or lender to, or
be a director, officer, employee, owner, or partner of, any other business or
organization that is or shall then be competing with the Company, and (b) for
a period of two (2) years after he ceases to be employed by the Company under
this Agreement, directly or indirectly compete with or be engaged in the same
business as the Company, or be employed by, or act as consultant or lender to,
or be a director, officer, employee, owner, or partner of, any business or
organization which, at the time of such cessation, competes with or is engaged
in the same business as the Company, except that in each case the provisions
of this Section 6 will not be deemed breached merely because the Executive
owns not more than five percent (5.0%) of the outstanding common stock of a
corporation, if, at the time of its acquisition by the Executive, such stock
is listed on a national securities exchange, is reported on NASDAQ, or is
regularly traded in the over-the-counter market by a member of a national
securities exchange.
7. Confidential Information. All confidential information which
------------------------
the Executive may now possess, may obtain during the Employment Term, or may
create prior to the end of the period he is employed by the Company under this
Agreement, relating to the business of the Company or of any customer or
supplier of the Company shall not be published, disclosed, or made accessible
by him to any other person, firm, or corporation during the Employment Term or
any time thereafter without the prior written consent of the Company. The
Executive shall return all tangible evidence of such confidential information
to the Company prior to or at the termination of his employment.
8. Termination; Effect of Termination.
----------------------------------
(a) Termination for Cause. Notwithstanding anything herein
----------------------
contained, if on or after the date hereof and prior to the end of the
Employment Term, the Executive is terminated "For Cause" (as defined below)
then the Company shall have the right to give notice of termination of
Employee's services hereunder as of a date to be specified in such notice, and
this Agreement shall terminate on the date so specified. Termination "For
Cause" shall mean the Executive shall (i) be convicted of a felony crime, (ii)
commit any act or omit to take any action in bad faith and to the detriment of
the Company, (iii) commit an act of moral turpitude, (iv) commit an act of
fraud against the Company, or (v) materially breach any term of this Agreement
and fail to correct such breach within thirty (30) days after commission
thereof.
(b) Disability. In the event that the Executive shall be
----------
physically or mentally incapacitated or disabled or otherwise unable fully to
discharge his duties hereunder, with or without reasonable accommodation, for
a period of six months, then this Agreement shall terminate upon 90 days'
written notice to the Executive.
<PAGE>
(c) Death. In the event that the Executive shall die, then this
-----
Agreement shall terminate on the date of the Executive's death.
(d) Termination by the Executive for Good Reason; Change in
-------------------------------------------------------
Control.
- -------
(i) Executive may terminate his employment hereunder for
"Good Reason." For purposes of this Agreement, Executive shall have "Good
Reason" to terminate his employment hereunder (A) upon a failure by the
Company to comply with any material provision of this Agreement that has not
been cured within ten business days after notice of such noncompliance has
been given by Executive to the Company, (B) upon action by the Company
resulting in a diminution of Executive's title or authority, (C) upon a
request by the Company that Executive relocate outside of the New York
metropolitan area, or (D) for any reason within six (6) months following the
occurrence of a Change in Control.
(ii) For purposes of this Agreement, a "Change in Control"
shall be deemed to have occurred if:
(A) any "person," as such term is used in Section
13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (other than (1) Alan J. Hirschfield or Allan R. Tessler; (2)
any trustee or other fiduciary holding securities under an employee benefit
plan of the Company or (3) any corporation owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportion as their
ownership of Shares), is or becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company representing 35% or more of the combined voting power of the Company's
then outstanding voting securities;
(B) individuals who at the Effective Date constitute
the Board, and any new director whose election by the Board or nomination for
election by the Board or nomination for election by the Company's stockholders
was approved by a vote of at least two-thirds (2/3) of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved, cease
for any reason to constitute at least a majority thereof;
(C) the stockholders of the Company approve a merger
or consolidation of the Company with any other corporation, other than (1) a
merger or consolidation that would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into voting securities of the
surviving or parent entity outstanding immediately after such merger or
consolidation or (2) a merger or consolidation effect to implement a
recapitalization of the Company (or similar transaction) in which no "person"
as hereinabove defined) acquires 35% or more of the combined voting power of
the Company's then outstanding securities;
(D) the stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company's assets
(or any transaction having a similar effect).
(e) Effect of Termination.
---------------------
<PAGE>
(i) In the event that this Agreement is terminated pursuant
to Section 8(a), then the Executive shall be entitled to receive only his Base
Salary at the rate provided in Section 3 to the date on which termination
shall take effect.
(ii) In the event that this Agreement is terminated by the
Company pursuant to Section 8(b) or 8(c), then the Executive, or the
Executive's beneficiary (as the case may be), shall be entitled to receive his
Base Salary at the rate provided in Section 3 to the date on which termination
shall take effect together with a lump sum distribution (with no present value
adjustment) equal to the Base Salary at the rate provided in Section 3 for a
period of one (1) year, notwithstanding that such one-year period might extend
beyond the Employment Term. In such event then the Executive's issued but
unvested options (including the Options) shall vest immediately upon such
termination. The Executive, or the Executive's beneficiary (as the case may
be), shall have the right to exercise any stock option for a period of three
years following the date of termination, but in no event beyond the expiration
date of any such option.
(iii) In the event this Agreement is terminated by the
Company (other than for the reasons set forth in Sections 8(a), 8(b) or 8(c),
then the Executive shall be entitled to receive severance pay consisting of a
lump sum distribution (with no present value adjustment) equal to the Base
Salary at the rate provided in Section 3 plus the Bonus (fixed at the rate of
50% of such Base Salary) for the greater of (a) three (3) years,
notwithstanding that such three-year period might extend beyond the Employment
Term or (b) the remainder of the Employment Term. In such case any of the
Executive's issued but unvested options (including the Options provided in
this Agreement) shall vest immediately upon such termination. The Executive,
or the Executive's beneficiary (as the case may be), shall have the right to
exercise any stock option (including the Options) for a period of three years
following the date of termination, but in no event beyond the expiration date
of any such option. In addition, in such case the two (2) year period
described in Section 6(b) of this Agreement shall be reduced to one (1) year.
(iv) In the event that this Agreement is terminated by the
Executive pursuant to Section 8(d), then the Executive shall be entitled to
receive severance pay consisting of a lump sum distribution (with no present
adjustment) equal to the Base Salary at the rate provided in Section 3 plus
the Bonus (fixed at the rate of 100% of such Base Salary) for a period of one
year, notwithstanding that such one-year period might extend beyond the
Employment Term. In such event then the Executive's issued but unvested
options shall vest immediately upon such termination; except that the
Conditional Options provided in this Agreement shall not be subject to such
accelerated vesting. The Executive, or the Executive's beneficiary (as the
case may be), shall have the right to exercise any stock option, to the extent
then exercisable, for a period of three years following the date of
termination, but in no event beyond the expiration date of any such option.
In addition, in such case the two (2) year period described in Section 6(b) of
this Agreement shall be reduced to one (1) year.
(f) Nothing contained in this Section 8 shall be deemed to limit
any other right the Company may have to terminate Employee's employment
hereunder upon any ground permitted by law.
9. Change of Control.
-----------------
<PAGE>
In the event of a future disposition of (or including) the
properties and business of the Company, substantially as an entirety, by
merger, consolidation, sale of assets, or otherwise, the Company shall assign
this letter and all of its rights and obligations hereunder to the acquiring
or surviving corporation, such corporation shall assume in writing all of the
obligations of the Company, and the Company (in the event and so long as it
remains in business as an independent going enterprise) shall remain liable
for the performance of its obligations hereunder in the event of an
unjustified failure of the acquiring corporation to perform its obligations
under this Agreement.
10. Additional Payments. In the event that any payment or
-------------------
benefit received or to be received by the Executive, whether or not such
payments or benefits are received pursuant to the terms of this Agreement
(such payments and benefits being hereinafter called "Total Payments"), would
be subject (in whole or part), to the tax (the "Excise Tax") imposed under
section 4999 of the Code, the Company shall pay to the Executive such
additional amounts (the "Gross-Up Payment") as may be necessary to place the
Executive in the same after-tax position as if no portion of the Total
Payments had been subject to the Excise Tax. In the event that the Excise Tax
is subsequently determined to be less than the amount taken into account
hereunder, the Executive shall repay to the Company, at the time that the
amount of such reduction in Excise Tax is finally determined, the portion of
the Gross-Up Payment attributable to such reduction (plus that portion of the
Gross-Up Payment attributable to the Excise Tax and federal, state and local
income tax imposed on the Gross-Up Payment being repaid by the Executive to
the extent that such repayment results in a reduction in Excise and/or a
federal, state or local income tax deduction) plus interest on the amount of
such repayment at the rate provided in section 1274(b)(2)(B) of the Code. In
the event that the Excise Tax is determined to exceed the amount taken into
account hereunder (including by reason of any payment the existence or amount
of which cannot be determined at the time of the Gross-Up Payment), the
Company shall make an additional Gross-Up Payment in respect of such excess
(plus any interest, penalties or additions payable by the Executive with
respect to such excess) at the time that the amount of such excess is finally
determined. The Executive and the Company shall each reasonably cooperate
with the other in connection with any administrative or judicial proceedings
concerning the existence or amount of liability for Excise Tax with respect to
the Total Payments.
11. Survival. The covenants, agreements, representations, and
--------
warranties contained in or made pursuant to this Agreement shall survive the
Executive's termination of employment, irrespective of any investigation made
by or on behalf of any party.
12. Modification. This Agreement sets forth the entire
------------
understanding of the parties with respect to the subject matter hereof,
terminates and supersedes all existing agreements between them concerning such
subject matter, and may be modified only by a written instrument duly executed
by each party. The Executive acknowledges that no other representations, oral
or written, have been made regarding the subject matter hereof, other than
those explicitly provided herein. The Executive further acknowledges that he
has not relied on any oral or written representations not explicitly contained
herein in executing this Agreement.
13. Notices. Any notice or other communication required or
-------
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt to the
party to whom it is to be given at the address of such party set forth in the
preamble to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this Section 13).
<PAGE>
In the case of a notice to the Company, a copy of such notice (which copy
shall not constitute notice) shall be delivered to Camhy Karlinsky & Stein
LLP, 1740 Broadway, New York, New York 10019-4315, Attn. Alan I. Annex, Esq.
Notice to the estate of the Executive shall be sufficient if addressed to the
Executive as provided in this Section 13. Any notice or other communication
given by certified mail shall be deemed given at the time of certification
thereof, except for a notice changing a party's address which shall be deemed
given at the time of receipt thereof.
14. Waiver. Any waiver by either party of a breach of any
------
provision of this Agreement shall not operate as or be construed to be a
waiver of any other breach of such provision or of any breach of any other
provision of this Agreement. The failure of a party to insist upon strict
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Agreement. Any
waiver must be in writing.
15. Binding Effect. The Executive's rights and obligations under
--------------
this Agreement shall not be transferable by assignment or otherwise, such
rights shall not be subject to encumbrance or the claims of the Executive's
creditors, and any attempt to do any of the foregoing shall be void. The
provisions of this Agreement shall be binding upon and inure to the benefit of
the Executive and his heirs and personal representatives, and shall be binding
upon and inure to the benefit of the Company and its successors and those who
are its assigns under Section 9.
16. Headings. The headings in this Agreement are solely for the
--------
convenience of reference and shall be given no effect in the construction or
interpretation of this Agreement.
17. Counterparts; Governing Law. This Agreement may be executed
---------------------------
in any number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. It shall
be governed by, and construed in accordance with, the laws of the State of
Wyoming, without giving effect to the rules governing the conflicts of laws.
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement
as of the date first written above.
DATA BROADCASTING CORPORATION
By: /s/ ALLAN R. TESSLER
-----------------------------------
Name: Allan R. Tessler
Title: Co-Chairman
/s/ MARK F. IMPERIALE
-----------------------------------
MARK F. IMPERIALE
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statements of operations and balance sheets and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-30-1999
<CASH> 39,900
<SECURITIES> 0
<RECEIVABLES> 10,914
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 58,449
<PP&E> 58,821
<DEPRECIATION> 42,700
<TOTAL-ASSETS> 183,886
<CURRENT-LIABILITIES> 32,782
<BONDS> 0
0
0
<COMMON> 375
<OTHER-SE> 149,020
<TOTAL-LIABILITY-AND-EQUITY> 183,886
<SALES> 0
<TOTAL-REVENUES> 27,738
<CGS> 0
<TOTAL-COSTS> 14,564
<OTHER-EXPENSES> 9,549
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4,783)
<INCOME-TAX> (1,814)
<INCOME-CONTINUING> (2,969)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,969)
<EPS-BASIC> (.09)
<EPS-DILUTED> (.09)
</TABLE>
