HOOVERS INC
EXHIBIT 10.24
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<TYPE>EX-10.24
<SEQUENCE>8
<FILENAME>a2086663zex-10_24.txt
<DESCRIPTION>EXHIBIT 10.24
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                                                                   EXHIBIT 10.24

[HOOVER'S LOGO]

                                              DRAFT FOR DISCUSSION PURPOSES ONLY

                                 July ___, 2002

                                                                    CONFIDENTIAL

M__._______
[ADDRESS]
[ADDRESS]
[ADDRESS]

Re:       Severance Agreement

Dear __________:

          The following letter (the "Severance Agreement") amends and restates
certain benefits and obligations relating to your employment with Hoover's, Inc.
(the "Company"), including severance benefits to which you would be entitled in
the event of the termination of your employment as [TITLE] of the Company. By
signing below, you agree to amend and restate that Severance Agreement dated
____________, 20___ between you and the Company.

     1.   SEVERANCE PAYMENTS - In the event the Company terminates your
          employment (except as noted below), and provided that you execute and
          return an acceptable release of all claims in favor of the Company,
          you will receive payment equal to three (3) months' salary at your
          then current rate, payable over three (3) months in accordance with
          the Company's regular payroll schedule. In the alternative, following
          a Change of Control (as defined below) of the Company, you will
          receive a total payment equal to twelve (12) months' salary at your
          then current rate in the event that you are terminated by the Company
          at any time during the twelve (12) months following completion of such
          Change of Control. The severance payments will be payable over twelve
          (12) months in accordance with the Company's regular payroll schedule.
          The period of time of severance payments set forth in this paragraph
          shall be referred to herein as the "Severance Payment Period."
          Notwithstanding anything in this paragraph, you will not be entitled
          to any payments in the event you resign or the Company terminates your
          employment for Cause (as defined below).

     2.   TAX PAYMENTS. In the event that any payment or distribution by the
          Company to or for the benefit of you (whether paid or payable or
          distributed or distributable pursuant to the terms of this Severance
          Agreement or otherwise, but determined without regard to any
          additional payments under this paragraph) (a "Payment") is determined
          to be subject to the excise tax imposed by Section 4999 of the
          Internal Revenue Code, or any interest or

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          penalties are incurred by you with respect to such excise tax (such
          excise tax, together with any such interest and penalties, are
          hereinafter collectively referred to as the "Excise Tax"), then the
          Company shall pay to you an additional payment (a "Gross-Up Payment")
          in an amount such that after payment by you of all taxes (including
          any interest or penalties imposed with respect thereto) and Excise Tax
          imposed upon the Gross-Up Payment, you retain an amount of the
          Gross-Up Payment equal to the Excise Tax imposed upon such Payments.

     3.   ADDITIONAL EMPLOYEE BENEFITS. In addition to the severance payments
          described in Section 1 above, if the Company terminates your
          employment without Cause, you will be eligible for the following:

               a.   If after termination you elect COBRA continuation coverage
                    for health insurance, the Company will pay the difference in
                    premiums between what you paid while employed at the Company
                    and the actual cost of the COBRA premiums, until the earlier
                    of the date you are no longer eligible for COBRA or the
                    conclusion of the Severance Payment Period.

               b.   Bonus Payment: You will also be entitled to receive the pro
                    rata portion of your bonus for the then-current fiscal year,
                    calculated by determining the maximum bonus for which you
                    would be eligible for such full fiscal year and multiplying
                    such amount by the number of days in such fiscal year
                    through the date of termination divided by 365. For purposes
                    of determining the maximum bonus for which you would be
                    eligible, such maximum bonus is currently set at fifty
                    percent (50%) of your base salary for the fiscal year ending
                    March 31, 2003; in the event that at any point in a
                    subsequent fiscal year, the Company has not yet specified a
                    bonus plan for you, then the maximum bonus to which you were
                    entitled in the previous fiscal year will apply for the
                    purposes of this paragraph.

     4.   EMPLOYEE RESTRICTIONS. We each recognize that due to the nature of
          your employment, and your relationship with the Company, you have and
          will continue to have access to, will continue to acquire, and will
          continue to assist in developing, Proprietary Information (as defined
          below) and additional confidential information with respect to its
          present and prospective services, technologies, systems, clients,
          customers, agents, and sales and marketing methods. You acknowledge
          that such information is of central importance to the Company's
          business and that disclosure of it to or its use by others could cause
          substantial loss to the Company. We each also recognize that an
          important part of your duties will be to develop good will for the
          Company through your personal contact with the Company's clients, and
          that there is a danger that this good will, a proprietary asset of the
          Company, may follow if and when your relationship with the Company is
          terminated.

               a.   You agree that during the term of your employment with the
                    Company and at any time thereafter, you will not disclose
                    any Proprietary Information of the Company without the prior
                    written consent of the President or Board of Directors of
                    the Company, which may be withheld in their sole and
                    absolute discretion, except in connection with your duties
                    to the Company (the "Nondisclosure Agreement"). You also
                    agree that in connection with this Nondisclosure Agreement,
                    you are also bound by the provisions of Sections
                    4(c)(i)-4(c)(ii) below. You further acknowledge and agree
                    that the Company's conduct in providing you with Proprietary
                    Information in exchange for your Nondisclosure

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                    Agreement gives rise to the Company's interest in
                    restraining you from competing against the Company as set
                    forth in Section 4(c)(i)-4(c)(ii) below (the "Non-Compete
                    Agreement"), and that your agreement to the Non-Compete
                    Agreement is designed to enforce your Nondisclosure
                    Agreement. You further acknowledge that all Records (as
                    defined below) are and shall remain the exclusive property
                    of the Company, and agree that upon termination of your
                    employment with the Company you shall return all Records in
                    your possession.

               b.   During your employment with the Company, you will not,
                    directly or indirectly, participate in the ownership,
                    management, operation, financing or control of, or be
                    employed by or consult for or otherwise render services to,
                    any person, corporation, firm, or other entity that competes
                    with the Company in the state of Texas, or in any other
                    state in the United States, or in any country in the world,
                    in the conduct of the business of the Company as conducted
                    or as proposed to be conducted, nor shall you engage in any
                    other activities that conflict with my obligations to the
                    Company. Notwithstanding the foregoing, you are permitted to
                    own up to 1% of any class of securities of any corporation
                    in competition with the Company that is traded on a national
                    securities exchange or through Nasdaq.

               c.   You agree that during the Severance Payment Period under
                    Section 1 above, or, in the event you resign or are
                    terminated by the Company for Cause, for 12 months following
                    such resignation or termination for Cause:

                    i.   You will not directly or indirectly, in any
                         jurisdiction where the Company is operating as of the
                         date of your termination, whether as a partner,
                         proprietor, employee, consultant, agent or otherwise,
                         participate or engage in any business with any of the
                         following companies without the prior written consent
                         of the Company:

                         a.   OneSource
                         b.   Factiva
                         c.   Multex/MarketGuide

                    ii.  You will be restricted from employment with the units
                         of Bloomberg, Dun & Bradstreet, Reuters, Reed-Elsevier,
                         Thomson, InfoUSA, Dow Jones or Yahoo, as well as any
                         new entities, that are actively engaged in the
                         provision of business information to users on a paid,
                         subscription basis; provided that in order to enforce
                         this non-competition restriction as against any
                         additional entity other than those set forth in
                         Sections (c)(i) above or this paragraph (an "Additional
                         Entity"), the Company shall have given notice to you of
                         the inclusion of such Additional Entity to the
                         restricted employer list at least thirty (30) days
                         prior to the date on which you were terminated;
                         provided that if the existence of such new company does
                         not become generally known within the business
                         community until within 30 days of the date of your
                         termination, the Company shall have thirty (30) days
                         from the earlier of the date on which it became aware
                         of the existence of such entity, or the date on which
                         it should reasonably have become aware of the existence
                         of such entity based on publicly available information,
                         to inform you of the application of this provision to
                         such entity.

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               d.   You agree that during the Severance Payment Period under
                    Section 1 above, or, in the event you resign or are
                    terminated by the Company for Cause, for 12 months following
                    such resignation or termination for Cause, you shall not, at
                    any time, directly or indirectly:

                    i.   For your own account, or for the account of others,
                         interfere with, solicit, or accept for yourself, or for
                         the benefit of anyone other than the Company, as
                         measured at the time of your termination, any of the
                         clients or customers of the Company, or perform any
                         services of any competitive nature in connection with
                         said clients or customers for anyone other than the
                         Company. The restrictions will not prohibit you from
                         soliciting clients or customers of the Company with
                         respect to the provision of products or services that
                         are in no way competitive with any products and/or
                         services offered by the Company at such time.

                    ii.  Urge any client or customer of the Company to
                         discontinue business, in whole or in part, or not do
                         business, with the Company.

                    iii. Solicit, hire or arrange to hire any person who at the
                         time of such hire or within three (3) months prior to
                         the time of such hire was an employee of the Company,
                         for yourself or for any business entity with which you
                         may be, or may be planning to be, affiliated or
                         associated with, or otherwise interfere with the
                         retention of employees that the Company desires to
                         retain as such.

               e.   You expressly acknowledge and agree (i) that the
                    restrictions set forth in this entire Section 4 are
                    reasonable, in terms of scope, duration, geographic area,
                    and otherwise, (ii) that the protections afforded to the
                    Company hereunder are necessary to protect its legitimate
                    business interests, and (iii) that the agreement to observe
                    such restrictions form a material part of the consideration
                    for this Severance Agreement.

     5.   DEFINITIONS.

               a.   "Cause" is defined as any of the following, if they occur
                    during the period of your employment with the Company:

                    i.   You have been or are guilty of (i) a criminal offense
                         involving moral turpitude, (ii) criminal or dishonest
                         conduct pertaining to the business or affairs of the
                         Company (including, without limitation, fraud and
                         misappropriation), (iii) any act or omission the
                         intended or likely consequence of which is material
                         injury to the Company's business, property or
                         reputation, which act or omission continues uncured for
                         a period of ten (10) days after you have received
                         written notice from the Company, and (iv) gross
                         negligence or willful misconduct which continues
                         uncured for a period of ten (10) days after you have
                         received written notice from the Company;

                    ii.  You persist, for a period of ten (10) days after
                         written notice from the Company, in a course of conduct
                         reasonably determined by the Company to be in material
                         violation of your duties to the Company, including
                         without limitation duties of care, loyalty and/or
                         fiduciary duties;

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                    iii. Your death; or

                    iv.  The continuous and uninterrupted inability to perform
                         your duties on behalf of the Company, by reason of
                         accident, illness, or disease, for a period of sixty
                         (60) days from the first day of such inability to
                         perform his duties.

               b.   "Change of Control" is defined as follows:

                    i.   The acquisition by any individual, entity or group
                         (within the meaning of Section 13(d)(3) or 14(d)(2) of
                         the Securities Exchange Act of 1934, as amended (the
                         "Exchange Act")) (a "Person") of beneficial ownership
                         (within the meaning of Rule 13d-3 promulgated under the
                         Exchange Act) of 35% or more of either (A) the
                         then-outstanding shares of common stock of the Company
                         (the "Outstanding Company Common Stock") or (B) the
                         combined voting power of the then-outstanding voting
                         securities of the Company entitled to vote generally in
                         the election of directors (the "Outstanding Company
                         Voting Securities"); provided, however, that, for
                         purposes of this Section, the following acquisitions
                         shall not constitute a Change of Control: (i) any
                         acquisition directly from the Company, (ii) any
                         acquisition by the Company, or (iii) any acquisition by
                         any employee benefit plan (or related trust) sponsored
                         or maintained by the Company or any affiliated company.

                    ii.  Individuals who, as of the date hereof, constitute the
                         Board (the Incumbent Board") cease for any reason to
                         constitute at least a majority of the Board; provided,
                         however, that any individual becoming a director
                         subsequent to the date hereof whose election, or
                         nomination for election by the Company's shareholders,
                         was approved by a vote of at least a majority of the
                         directors then comprising the Incumbent Board shall be
                         considered as though such individual were a member of
                         the Incumbent Board, but excluding, for this purpose,
                         any such individual whose initial assumption of office
                         occurs as a result of an actual or threatened election
                         contest with respect to the election or removal of
                         directors or other actual or threatened solicitation of
                         proxies or consents by or on behalf of a person other
                         than the Board.

                    iii. Consummation of (x) a reorganization, merger or
                         consolidation of the Company with or into another
                         corporation, or (y) or the sale or other disposition of
                         all or substantially all of the assets of the Company
                         to another corporation (any event in (x) or (y) being a
                         "Business Combination"), in each case, unless,
                         immediately following such Business Combination, (A)
                         all or substantially all of the individuals and
                         entities that were the beneficial owners of the
                         Outstanding Company Common Stock and the Outstanding
                         Company Voting Securities immediately prior to such
                         Business Combination beneficially own directly or
                         indirectly, more than 60% of the then-outstanding
                         shares of common stock and the combined voting power of
                         the then-outstanding voting securities entitled to vote
                         generally in the election of directors, as the case may
                         be, of the corporation resulting from such Business
                         Combination (including, without limitation, a
                         corporation that, as a result of such transaction, owns
                         the Company or all or substantially all of the
                         Company's assets either directly or through one or more
                         subsidiaries) in

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                         substantially the same proportions as their ownership
                         immediately prior to such Business Combination of the
                         Outstanding Company Common Stock and the Outstanding
                         Company Voting Securities, as the case may be, (B) no
                         person (excluding any corporation resulting from such
                         Business Combination or any employee benefit plan (or
                         related trust) of the Company or such corporation
                         resulting from such Business Combination) beneficially
                         owns, directly or indirectly, 20% or more of,
                         respectively, the then-outstanding shares of common
                         stock of the corporation resulting from such Business
                         Combination or the combined voting power of the
                         then-outstanding voting securities of such corporation,
                         except to the extent that such ownership existed prior
                         to the Business Combination, and (C) at least a
                         majority of the members of the board of directors of
                         the corporation resulting from such Business
                         Combination were members of the Incumbent Board at the
                         time of the execution of the initial agreement or of
                         the action of the Board providing for such Business
                         Combination; or

                    iv.  Approval by the shareholders of the Company of a
                         complete liquidation or dissolution of the Company.

               c.   "Record" is defined as the Company's assets, including its:

                    i.   files, accounts, records, customer lists, logbook,
                         documents, drawings, models, plans, specifications,
                         manuals, books, forms, notes, reports, memoranda,
                         studies, surveys, software, flow charts, data, computer
                         programs, listing of source code, calculations,
                         recordings, catalogues, compilations of information,
                         correspondence, confidential data of customers and all
                         copies, abstracts or summaries of the foregoing in any
                         storage medium, as well as computers, computer
                         equipment, laptops, instruments, tools, storage
                         devices, disks, equipment and all other physical items
                         related to the business of the Company (other than
                         merely personal items of a general professional
                         nature), whether of a public nature or not, and whether
                         prepared by the employee or not.

               d.   "Proprietary Information" is defined as follows: any
                    confidential business or technical information or trade
                    secrets of the Company which an employee acquires while
                    employed by the Company, whether or not conceived of,
                    developed or prepared by the employee or at his direction
                    and includes:

                    i.   Any information or compilation of information
                         concerning the Company's financial position, financing,
                         purchasing, accounting, marketing, merchandising,
                         sales, salaries, pricing, investments, costs, profits,
                         plans for future development, employees, prospective
                         employees, research, development, formulae, patterns,
                         strategy, inventions, plans, specifications, devices,
                         products, procedures, processes, operations,
                         techniques, software, computer programs or data;

                    ii.  Any information or compilation of information
                         concerning the identity, plans, requirements,
                         preferences, practices and methods of doing business on
                         specific customers, suppliers, prospective customers
                         and prospective suppliers of the Company;

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                    iii. Any other information or "know how" which is related to
                         any product, process, service, business or research of
                         the Company; and

                    iv.  Any information which the Company acquires from another
                         party and treats as its proprietary information or
                         designates as "Confidential," whether or not owned or
                         developed by the Company.

                    v.   The identity, skills and compensation of employees,
                         contractors, and consultants.

                    vi.  Information related to inventions owned by the Company
                         or licensed from third parties.

                         Notwithstanding the foregoing, "Proprietary
                         Information" does not include any of the following:

                         1.   Information which is publicly known or which is
                              generally employed by the trade, whether on or
                              after the date that an employee first acquires the
                              information;

                         2.   General information or knowledge which an employee
                              would have learned in the course of similar work
                              elsewhere in the trade; or

                         3.   Information which an employee can prove was known
                              by the employee before the commencement of the
                              employee's engagement by the Company.

     6.   CHOICE OF LAW; ARBITRATION - This Severance Agreement shall be
          governed by the laws of the State of Texas. Any disputes arising
          hereunder or otherwise related to your employment shall be resolved
          via arbitration pursuant to the rules of the American Arbitration
          Association to be held in Austin, Texas.

     7.   SEVERABILITY.

               a.   Both parties acknowledge and agree that each agreement and
                    covenant set forth herein constitutes a separate agreement
                    independently supported by good and adequate consideration
                    and that each such agreement shall be severable from the
                    other provisions of this Agreement and shall survive this
                    Agreement.

               b.   You specifically agree that the Non-Compete Agreement is to
                    be enforced to the fullest extent permitted by law.
                    Accordingly, if a court of competent jurisdiction determines
                    that the scope and/or operation of any provision of the
                    Non-Compete Agreement is too broad to be enforced as
                    written, the Company and you intend that the court should
                    reform such provision to such narrower scope and/or
                    operation as it determines to be enforceable, provided,
                    however, that such reformation applies only with respect to
                    the operation of such provision in the particular
                    jurisdiction with respect to which such determination was
                    made. If, however, any provision of the Non-Compete
                    Agreement is held to be illegal, invalid, or unenforceable
                    under present or future law, and not subject to reformation,
                    then (i) such provision shall be fully severable, (ii) this
                    Agreement shall be construed and enforced as if such
                    provision was never a part of this

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                    Agreement, and (iii) the remaining provisions of this
                    Agreement shall remain in full force and effect and shall
                    not be affected by the illegal, invalid, or unenforceable
                    provision or by its severance.

     8.   GENERAL. This Severance Agreement is entered into in consideration of
          your continued employment with the Company, the Company's current and
          continued disclosure to you of Proprietary Information, the
          specialized training that you are receiving as a result of your
          employment with the Company, and the restrictions described in Section
          4. The severance arrangements described herein are the sole benefits
          to which you may be entitled to in the event of the termination of
          your employment, and this Severance Agreement supersedes any prior
          oral or written communications with respect thereto, with the
          exception that it amends and restates the Severance Agreement entered
          into between you and the Company on _____ ____, 200__. Each of the
          Company's obligations to provide payments and benefits upon severance
          described herein are conditioned upon your execution of a release of
          any claims that you may have against the Company arising out of your
          employment. This Severance Agreement does not create any right to
          continuing employment with the Company, and your employment
          relationship shall continue to be on an at-will basis.

          [NAME], the Board of Directors and I appreciate you service to
Hoover's and look forward to your continuing contribution to our success. Please
sign where indicated below to indicate your agreement to the terms of this
Severance Agreement.

                                              Very truly yours,


                                              Jeffrey R. Tarr
                                              Chairman and CEO


ACCEPTED AND AGREED


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