Exhibit 5
AGREEMENT TO AMEND OPTION AGREEMENT
This Agreement to Amend Option Agreement is made and entered into as of
the 23rd day of April, 1999, by and between CMP MEDIA INC., a Delaware
corporation (the "Company"), and XXXXXXX X. XXXX ("Xxx").
WHEREAS, the Company and Xxx are parties to an Option
Agreement dated as of November 27, 1996 (the "Option Agreement") under which Xxx
has an option to purchase a total of 943,800 shares of Class A Common Stock of
the Company, which option has vested with respect to 47,190 of such shares; and
WHEREAS, the Company is presently exploring strategic alternatives
which may include a merger or sale of the Company resulting in a Change in
Control (as defined in the Option Agreement) (such merger or sale hereinafter
referred to as a "Transaction"); and
WHEREAS, potential parties to a Transaction have indicated that
uncertainty regarding Ken's rights under the Option Agreement following
consummation of a Transaction may present impediments to a proper valuation of
the Company and to a successful consummation of a Transaction; and
WHEREAS, to facilitate the Company's consummation of a Transaction, the
parties have agreed to amend the Option Agreement as set forth herein; and
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by each of the parties,
the parties hereto, intending to be legally bound, hereby covenant and agree as
follows:
Section 1. AMENDMENT OF OPTION AGREEMENT.
In the event that the Company consummates a Transaction on or before
March 1, 2000, the Option Agreement shall be automatically and without further
action of the parties amended, as of the day on which such Transaction is
consummated, by deleting Section 5.4 thereof in its entirety and by substituting
in its place the following:
"Section 5.4. CHANGE IN CONTROL.
"Notwithstanding anything to the contrary contained in
Article III or this Article V, in the event that there is a Change in
Control, every unvested Option shall immediately vest and become
exercisable in accordance with the provisions of Article IV. In the
event that such Change in Control contemplates that substantially all
options to purchase shares of the Company's Class A Common Stock shall
be canceled as of the date such Change in Control is consummated and
the holders of such options shall receive consideration equal to the
difference between the per-share value of the consideration paid to
stockholders of the Company for such Change in Control and the
exercise price of such options, then in exchange for receipt of such
consideration within five (5) days after the consummation of such
Change in Control (i) Xxx shall not exercise any Option hereunder on
or after the date of such consummation, and (ii) the Options
outstanding hereunder as of the date of such consummation shall be
canceled."
Section 3. EFFECTIVENESS OF AGREEMENT.
This Agreement shall remain in full force and effect until the earlier
of the date on which a Transaction is consummated or the close of business on
March 1, 2000. If a Transaction has not been consummated on or before March 1,
2000, then this Agreement shall be null and void as of its inception, and Xxx
and the
Company shall have all of their respective rights and obligations under the
Option Agreement as if this Agreement had never existed.
Section 4. MISCELLANEOUS.
This Agreement shall be binding upon and inure to the benefit of the
parties and their respective heirs, representatives, successors and permitted
assigns. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, without reference to its
principles regarding choice or conflicts of law. This Agreement shall survive
any merger, sale or other disposition of the Company.
IN WITNESS WHEREOF, Xxx has executed this Agreement and the Company has
caused this Agreement to be executed by an officer thereunto duly authorized on
the day and year first above written.
CMP MEDIA INC.
By /s/ Xxxxxxx X. Xxxxx /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxxx XXXXXXX X. XXXX
Title: President & CEO
