Exhibit 10.14
AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and
entered into as of June ___, 1998 by and among Professional Travel
Corporation, a Colorado corporation (the "Assignor"), Navigant International,
Inc., a Delaware corporation ("Assignee"), and Xxxxxx X. Xxxxxxxx
("Employee"). This Amendment will become effective on the date of the
consummation of the transactions contemplated by the Agreement and Plan of
Distribution by and among U.S. Office Products Company, Assignee, and
certain other parties, to be dated as of June 9, 1998.
RECITAL
WHEREAS Assignor and Employee are parties to an Employment Agreement,
dated as of January 24, 1997 (the "Agreement"), which Assignor now desires to
assign to Assignee and which Assignor, Assignee and Employee now desire to
amend as set forth herein; and
WHEREAS U.S. Office Products Company, a Delaware corporation, has
certain rights and obligations under the Agreement, and desires to assign all
of such rights (other than with respect to its "Confidential Information" as
defined in the Agreement) and obligations to Navigant International, Inc., a
Delaware corporation, and Navigant International, Inc. desires to accept and
assume all of such rights and obligations;
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises herein made and
for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Assignor, Assignee and Employee hereby agree as follows:
Section 1. Assignment. Assignor hereby assigns to Assignee all of
Assignor's right, title and interest in and to the Agreement, and Assignee
hereby accepts such assignment and assumes, accepts responsibility for, and
agrees to pay, perform, and discharge all of Assignor's liabilities and
obligations under the Agreement. Employee hereby consents to such assignment
and assumption. As a result of this assignment and assumption, all of the
rights and obligations of Assignor under the Agreement hereby become the
rights and obligations of Assignee, and Assignor will have no further rights
or obligations under the Agreement, and all provisions of the Agreement,
including any accompanying Exhibits or Schedules, relating or referring to
Assignor or the "Company" will hereafter be deemed to relate or refer to
Assignee.
Section 2. Amendments.
(a) Names. Throughout the Agreement, including any accompanying
Exhibits or Schedules, the words "U.S. Office Products Company" are hereby
deleted and replaced with the words "Navigant International, Inc." and the
abbreviation "USOP" is hereby deleted and replaced with the abbreviation
"Navigant," except that any reference to the agreement pursuant to which U.S.
Office Products Company acquired its interest in Assignor will be deemed to
refer to such agreement as the rights and obligations of U.S. Office Products
Company thereunder have been assigned to Navigant International, Inc.
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(b) Effect. As a result of the amendments set forth in Section
2(a), all of the rights and obligations of U.S. Office Products Company under
the Agreement will become the rights and obligations of Navigant
International, Inc., and U.S. Office Products Company will have no further
rights or obligations under the Agreement, and all provisions of the
Agreement, including any accompanying Exhibits or Schedules, relating or
referring to U.S. Office Products Company, USOP, or USOP's Travel Division
will hereafter be deemed to relate or refer to Navigant International, Inc.,
except that any reference to the agreement pursuant to which U.S. Office
Products Company acquired its interest in Assignor will be deemed to refer to
such agreement as the rights and obligations of U.S. Office Products Company
thereunder have been assigned to Navigant International, Inc.
Notwithstanding anything to the contrary contained in this Amendment, U.S.
Office Products Company will continue to enjoy its pre-existing third-party
beneficiary rights under provisions of the Agreement concerning "Confidential
Information" (as defined in the Agreement).
(c) Position and Duties. Section 2 of the Agreement is hereby
amended to delete the first two sentences of such Section in their entirety
and replace them with the following:
"The Company hereby employs Employee as Treasurer and
Chief Financial Officer of the Company. As such,
Employee shall have the responsibilities, duties and
authority reasonably accorded to and expected of the
Treasurer and Chief Financial Officer of the Company."
(d) Base Salary. Section 3(a) (Base Salary) of the Agreement is
hereby amended to delete the word "$150,000" and replace it with the word
"$200,000".
(e) Incentive Bonus. Section 3(b) (Incentive Bonus) of the
Agreement is hereby amended to delete the text of such Section in its
entirety and replace it with the following:
"Incentive Bonus. During the Term, Employee shall be
eligible to receive an incentive bonus up to the amount,
based upon the criteria and payable at such time or times
as are determined by the President of the Company, in
accordance with the Company's practices and policies
and consistent with the Company's budgets, as approved
by the Board of Directors of the Company."
(f) Notice. The "Notice" provision of the Agreement is hereby
amended to delete the names and addresses of Professional Travel Corporation
and U.S. Office Products Company and replace them with the following:
"To the Company: Navigant International, Inc.
00 Xxxxxxxxx Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000-0000
Attention: Chief Executive Officer
with a copy to: Navigant International, Inc.
00 Xxxxxxxxx Xxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxxx, XX 00000-0000
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Attention: General Counsel"
Section 3. Effect. Except as specifically amended by this Amendment,
the Agreement will remain in full force and effect. All references to the
"Agreement" in the Agreement will hereafter be deemed to refer to the
Agreement as amended hereby.
Section 4. Miscellaneous.
(a) Definitions. Capitalized terms used and not defined herein
have the meanings given to such terms in the Agreement.
(b) Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(c) Governing Law. This Amendment will be governed by the
Governing Law provision contained in the Agreement.
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IN WITNESS WHEREOF, the Assignor, the Assignee and Employee have
executed this Amendment as of the date first above written.
ASSIGNOR EMPLOYEE
PROFESSIONAL TRAVEL
CORPORATION
By: _____________________________ _____________________________
Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxx
President
ASSIGNEE
NAVIGANT INTERNATIONAL, INC.
By: _____________________________
Xxxxxx X. Xxxxx
President & Chief
Executive Officer
Acknowledged and agreed:
U.S. OFFICE PRODUCTS COMPANY
By: _____________________________
Xxxx X. Director
Executive Vice President -
Administration
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