Exhibit 10.9
EMPLOYMENT AGREEMENT
Agreement, dated as of March 1, 2000, between ZD Events Inc., a Delaware
corporation (the "Employer" or "ZD Events"), and Xxx X. Xxxxxxxxx (the
"Executive").
WHEREAS, ZD Events is a wholly owned subsidiary of Xxxx-Xxxxx Inc.
("Xxxx-Xxxxx") engaged in the business of conducting trade shows, conferences
and other events (the "Events Business"); and
WHEREAS, Xxxx-Xxxxx intends to (a) contribute the stock of all of its
subsidiaries engaged in the Events Business, including ZD Events, and any other
assets directly used in the Events Business, to a newly formed Delaware
corporation ("Newco"), (b) cause ZD Events to assign to Newco, and cause Newco
to assume, all of ZD Events' rights and obligations under this Agreement, after
which Newco will be considered to be the Employer hereunder (such assignment and
assumption, the "Newco Assumption"), (c) cause ZD Events to guarantee the
performance of this Agreement by Newco until the Spin Off (described below) is
effectuated, and (d) distribute all of the stock of Newco to the holders of
Xxxx-Xxxxx Inc. -- ZD Common Stock ("ZD Common Stock") as a dividend (the "Spin
Off"); and
WHEREAS, ZD Events wishes to have the Executive immediately assume his
senior management position with the Events Business while it is still owned by
Xxxx-Xxxxx and thereafter following the Spin Off; and
WHEREAS, the Board of Directors of ZD Events has determined that it is
in the best interests of ZD Events to enter into this Agreement.
THEREFORE, in consideration of the premises and the respective covenants
and agreements herein contained, the parties hereto agree as follows:
1. Employment
Until the Newco Assumption is finalized, Executive shall be employed by
ZD Events in the capacity of Executive Vice President and General Counsel. Upon
the Newco Assumption, the Executive shall be employed as the Executive Vice
President and General Counsel of Newco and shall be in charge of the legal
affairs, business affairs and government affairs of Newco. Executive shall
report directly to the Chairman and Chief Executive Officer of Newco. Subject to
the authority of the Board of Directors and Chief Executive Officer of Employer,
Executive shall have all of the powers and duties incident to the office of
Executive Vice President and General Counsel; provided, however, no executive or
other employee of Newco shall hold a position, stature, title or powers
higher or greater than or equal to those of Executive with respect to the legal
affairs, business affairs or government affairs of Newco. The Executive will
devote his full business time, and use his best efforts, to serve the Employer
in the described capacities, on the terms and conditions set forth herein.
Executive may continue his memberships on the boards of directors of the
corporations on which he currently serves, as well as on additional boards with
the consent of the Chief Executive Officer of Newco, which shall not be
unreasonably withheld.
2. Term
Unless sooner terminated as contemplated herein, the term of employment
of the Executive under this Agreement will commence on the date hereof and end
on February 28, 2005. Each consecutive 12 month period during the term hereof
commencing on March 1 and ending on the last day of the next February, shall
constitute a contract year.
3. Place of Performance
The Executive's employment will be based in the Los Angeles area.
4. Compensation and Related Matters
(a) Salary. During the term of the Executive's employment, the
Employer will pay to the Executive an annual base salary of not less than
(subject to increase by action of the Board or the
Compensation Committee, as applicable) the amounts set forth herein below,
payable no less frequently than monthly: Contract years 1-3, $525,000; contract
years 4-5, $550,000.
(b) Performance Bonus. During each contract year of the term hereof,
Employer shall pay Executive an annual performance bonus as
determined by the Board of Directors of Employer, or it
Compensation Committee, in its sole discretion, the
determination of which shall be based upon such standards,
guidelines, and factual circumstances as the Board of Directors
or its Compensation Committee deems relevant, including, without
limitation, the operating results of Employer during such
contract year, the importance of the efforts of Executive in
achieving those results and the achievement by the Employer
and/or Executive of performance goals previously established by
the Board of Directors for such contract year: provided,
however, that in no event shall the bonus for any contract year
be less
than $125,000 for contract year 1 and $150,000 for contract
years 2-5.
(c) INTENTIONALLY OMITTED.
(d) INTENTIONALLY OMITTED.
(e) Stock Options. Effective as of the date of the Spin Off, Newco
will grant options to the Executive to acquire shares of its common stock in
accordance with an Incentive Compensation Plan to be adopted by the Board. Such
Plan will include all provisions typically found in an incentive plan for senior
executives of a public company including SEC registration at the expense of
Newco.
(i) Number of Shares. The number of shares of the
common stock of Newco which may be acquired by the Executive
upon exercise of the options shall be 700,000.
(ii) Strike Price. The exercise price for one-half of
the shares subject to option shall be equal to (x)$640 million
plus the amount of any equity infusion described in paragraph
(i) above less the consolidated debt of Newco (as set forth in
the third WHEREAS clause) as of the date of the Spin Off divided
by (y) the number of issued and outstanding shares of stock of
Newco as of the date of the Spin Off. For
example, if the consolidated debt is $395 million and 100
million shares are outstanding, the option price will be $2.45
per share. The exercise price for the other half of the shares
subject to option shall be the exercise price determined
pursuant to the preceding sentence times 5.50 divided by 2.45.
(iii) Vesting. Vesting occurs if Executive is employed by the
Employer on the relevant date. No option may be exercised until
vested in accordance with the following schedule or as otherwise
provided in this Agreement:
Portion of ... Which Vest
Options on:
1/16 May 31, 2000
1/16 August 31, 2000
1/16 November 30, 2000
1/16 February 28, 2001
1/48 at the end of each
month beginning
March 31, 2001
It is recognized that some options may be fully vested when granted if the Spin
Off does not occur before May 31, 2000. Notwithstanding the terms of the
Incentive Compensation Plan, the options will fully vest immediately and become
immediately exercisable upon a Change of Control, which means:
(A) individuals who, on the date of the Spin Off, are members of
the Board (the
"Incumbent Directors") cease for any reason following the date of the
Spin Off, to constitute at least a majority of the Board; provided, that
any new director who is approved by a vote of at least a majority of the
Incumbent Directors shall be treated as an Incumbent Director;
(B) the stockholders of Newco approve a merger, consolidation,
statutory share exchange or any manner of corporate transaction in which
Newco is not the surviving corporation or entity or more than 50% of
the value of Newco is affected by a merger or acquisition; provided,
however, such approval shall not be a Change in Control if immediately
following such approval Xxxxxxx X. Xxxxx continues to serve as the
highest ranking officer of the surviving entity; or
(C) the stockholders of Newco approve a plan of complete
liquidation or dissolution or a sale of all or substantially all of the
assets.
(iv) Expiration. Options shall expire at
the earliest of:
(A) The 10th anniversary of the Spin Off; or
(B) The 3rd anniversary of termination of employment for any
reason except Cause (as defined below); or
(C) Immediately upon termination of employment for Cause;
or
(D) Under conditions specified in Section 6(d); or
(E) Six (6) months following a voluntary termination of this
Agreement by Employee, other than for Good Reason, death
or Disability.
(v) Exercise. The option price of each share as to which a stock option
is exercised shall be paid in full at the time of such exercise in cash, by
tender of shares of common stock owned by the Executive valued at fair market
value as of the date of exercise (subject to such guidelines as the Compensation
Committee of the Board may establish), by a "sale to cover" broker transaction
or other cashless exercise method permitted under Regulation T of the Federal
Reserve Board, or by a combination of cash, shares of common stock and other
consideration as the Compensation Committee deems appropriate.
In the event of a Change of Control, the Executive may elect to receive
in cancellation of his outstanding and unexercised stock options, a cash payment
in an amount equal to the difference between the option price of such stock
options and (A) in the event the Change of Control is the result of a tender
offer or exchange offer for the common stock, the final offer price per share
paid for the common stock multiplied by the number of shares of common stock
covered by such stock options, or (B) in the event the
Change of Control is the result of any other occurrence, the aggregate value of
the Common Stock covered by such stock options, as reasonably determined by the
Compensation Committee at such time.
(vi) Adjustments of and Changes in Stock. In the event of any change in
the outstanding shares of common stock by reason of any stock dividend or split,
recapitalization, merger, consolidation, spinoff, combination or exchange of
shares or other corporate change, or any distributions (including stock or stock
rights distributions) to common shareholders other than regular cash dividends,
the Compensation Committee shall make a substitution or appropriate adjustment
which preserves the aggregate option value and ratio of strike price to fair
market value of the property subject to option.
(f) Benefits and Perquisites. During the term of his employment, the
Executive will be entitled to benefits and perquisites as set forth on Schedule
4(f).
5. Termination
The Executive's employment shall terminate upon his death. The Employer
may terminate the Executive's employment for Disability or Cause, or without
Cause, and the Executive may terminate such employment at any time for Good
Reason (all as defined
below). Any termination of such employment shall be subject to the following
conditions:
(a) Regardless of the reason for such termination, the Employer will pay
the Executive his base salary through the date of termination and any amounts
owed to the Executive pursuant to the terms and conditions of the benefit plans
of the Employer at the time such payments are due.
(b) If such employment is terminated as a result of the Executive's
Disability or death, the Employer will pay (i) one year's worth of base
compensation in a lump sum plus (11) following the determination of such award,
the prorated portion of any annual performance bonus the Executive would have
received for the year of such termination. These payments will be made to the
Executive or his legal representatives or to Executive's estate or as may be
directed by the legal representatives of such estate, as the case may be.
(c) If such employment is terminated by the Employer for Cause or prior
to the end of the Initial Term by the Executive voluntarily for other than Good
Reason, the Employer will have no additional obligations to the Executive under
this Agreement.
(d) If the Spin Off does not occur before December 31, 2000, then the
Executive shall have the right to terminate his employment effective as of June
30, 2001 by providing written notice to Employer on or before February 28, 2001.
In the event the Executive so elects to terminate his employment, then upon such
election the Employer shall pay the Executive $350,000 in satisfaction of all
obligations under this agreement.
(e) If the Employer terminates the Executive's employment other than
for Disability or Cause or the Executive terminates such employment for Good
Reason, then during the period commencing on the Executive's termination of
employment and ending on the date 24 months later (or February 28, 2005, if
earlier) the Employer will (i) pay the Executive his base salary at the level in
effect as of the date of termination (at the time such payments would normally
be made), (ii) pay the Executive 2 times his most recent performance bonus,
spread in monthly payments and (iii) fully vest all options.
(f) Termination of Executive's employment for any reason whatsoever
shall not affect Executive's ability to exercise stock options that have vested
prior to the date of termination.
(g) For purposes of this Agreement, the following terms shall have the
meanings specified below:
(i) "Disability" will mean the Executive's absence from his full-time
duties hereunder by
reason of physical or mental illness for a period of six consecutive months.
(ii) Termination for "Cause" will mean termination of the Executive's
employment by the Employer following the Executive's:
(A) gross misconduct,that is permanently and materially
injurious to the Employer;
(B) conviction of or plea of nolo contendere to, a felony or
any crime involving financial impropriety by or before any criminal
tribunal;
(C) willful and continuing failure to substantially perform
his reasonable duties (other than as a result of physical or mental
illness) that is not corrected within 30 days following a written demand
by the Employer that specifically identifies the manner in which the
Employer believes the Executive has not substantially performed his
duties.
Notwithstanding the foregoing, the Executive shall not be deemed to have
been terminated for Cause unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by the
Board at a meeting of the Board called and held for
such purpose (after reasonable notice to Executive and an opportunity
for the Executive, together with the Executive's counsel, to be heard
before the Board), finding that in the good faith opinion of the Board,
the Executive was guilty of the conduct set forth in clause (i), (ii) or
(iii) of this section and specifying the particulars thereof.
(iii) Termination for "Good Reason" shall mean termination by
the Executive following a material breach of this Agreement by the Employer
or a diminution of Executive's responsibilities or status that is not
corrected within 30 days of the Executive's notifying the Employer in
writing of such breach or diminution.
6. Confidentiality; Non-Competition
(a) In consideration for any severance that may be due to the
Executive after termination of employment (but regardless of whether and for how
long any severance is in fact due) and for allowing the Executive's stock
options to be exercised after termination of employment (except for Cause), and
in return for other valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, for a
period of two years commencing upon the termination of his employment hereunder
(regardless of the reason for the termination), the Executive shall not, without
written consent of the Employer, engage, as a stockholder, director, officer,
consultant or otherwise, in any enterprise which competes with the Employer or
any business of its subsidiaries, or directly or indirectly employ, contract for
or solicit the services in any capacity of any executive or management person
who is, or within the prior three months has been, employed by the Employer or
any such business. The Executive will not be deemed to be engaged in a competing
enterprise if (A) less than 10% of the gross receipts of such enterprise are
derived from businesses that compete with the Employer or businesses of its
affiliates that were under the Employer's management control, and (B) the
Executive's engagement does not involve such competing businesses. This
paragraph shall not bar Executive from owning up to 5% of the outstanding
securities of any publicly held company.
(b) The Executive shall keep secret and confidential and not use (except
in connection with the business of the Employer and its affiliates or pursuant
to applicable law or court order) any confidential information with respect to
the business or affairs of the Employer or its subsidiaries. This
obligation will be in effect while the Executive is employed by the Employer and
for thirty six (36) months after he ceases to be so employed, but it will not
apply at any time to information that is or becomes generally known to the
public (other than through a breach of this Section 6(b)).
(c) The Executive acknowledges that the remedy at law for breach of his
covenants under this Section 6 will be inadequate and, accordingly, in the event
of any breach or threatened breach by the Executive of the provisions of this
Section 6 the Employer will be entitled (without the necessity of showing
economic loss or other actual damage), in addition to all other remedies to an
injunction restraining any such breach, without any bond or other security being
required. The Executive and the Employer recognize and agree that the duration
and scope for which the covenants not to compete and solicit set forth in this
Section 6 are to be effective are reasonable. In the event that any court
determines that the time period or the area, or both of them, are unreasonable
and that such covenants are to that extent unenforceable, the parties agree that
the covenants shall remain in full force and effect for the greatest time period
and in the greatest area that would not render them unenforceable.
(d) In the event of a breach by the Executive of any covenant under this
Section 6, the Executive agrees that, notwithstanding anything to the contrary
in this Agreement or any award of or letter agreement for any options to acquire
common stock of the Employer, all remaining obligations of the Employer
hereunder and under such options shall thereupon automatically be extinguished
and all such options shall thereupon automatically expire. No breach shall be
deemed to occur under this Section 6(d) until Employer delivers a written
allegation to Executive setting forth in reasonable detail the facts or events
constituting the breach; and further, no breach shall be deemed to have occurred
if Executive cures said breach within 30 days of such notice, unless such breach
was of such magnitude as to be incapable of being cured.
7. Inventions
All copyrights, trademarks, proprietary processes and analytical models
or formulas and other intangible or intellectual property rights that may be
invented, conceived, developed or enhanced by the Executive during the term of
his employment under this Agreement that relate to the business or operations of
the Employer or any affiliate thereof of which the Executive has served as an
officer, or that result from any work performed by the Executive for the
Employer or any such affiliate, will be the sole property of the Employer or
such affiliate, as the case may be, and the Executive hereby waives any right or
interest that he may otherwise have in respect thereof. Upon the reasonable
request of the Employer, the Executive will execute and deliver any instrument
or document reasonably necessary or appropriate to give effect to this Section 7
and do all other acts and things reasonably necessary to enable the Employer or
such affiliate, as the case may be, to exploit the same or to obtain patents or
similar protection with respect thereto.
8. Nontransferability: Forfeiture
No amount payable hereunder shall be assignable or transferable, and no
right or interest of the Executive shall be subject to any lien, obligation or
liability of the Executive, except by will or the laws of descent and
distribution. Notwithstanding the immediately preceding sentence, the
Compensation Committee may, subject to the terms and conditions it may specify,
permit Executive to transfer any stock options (other than incentive stock
options) granted to him pursuant to the Incentive Compensation Plan to one or
more of his immediate family members or to trusts, limited liability companies
or family partnerships (collectively "family entities") established in whole or
in part for the
benefit of the Executive and/or one or more of such immediately family members.
During the lifetime of the Executive, stock options shall be exercisable only by
the Executive or by the immediate family member or family entity to whom such
stock options have been transferred in accordance with this Section 8. For
purposes of this Plan, (a) "immediate family" shall mean the Executive's spouse
and issue (including adopted and stepchildren) and (b) "immediate family members
and family entity established in whole or in part for the benefit of the
Executive and/or one more of such immediate family members" shall be further
limited, if necessary, so that neither the transfer of a stock option to such
immediate family member or family entity, nor the ability of Executive to make
such transfer, shall have adverse consequences to the Employer or the Executive
by reason of Section 162(m) of the Code.
9. No Obligation to Mitigate Damages; Other Rights
The Executive shall not be required to mitigate damages or any amount
payable under this Agreement by seeking other employment or otherwise, nor shall
any such amount be reduced by any compensation received by the Executive from
another employer after the date of resignation or termination, or otherwise;
provided, however, in the event of a
termination of Executive by Employer other than by reason of Cause, Disability
or death, then Executive shall have a duty to mitigate commencing one year
after the date of termination, provided such duty shall be limited to a
comparable position with comparable compensation, stock options and benefits.
The provisions of this Agreement, and any payment provided for hereunder, shall
not, to the extent permitted by law, reduce any amounts otherwise payable, or
in any way diminish the Executive's rights under any other employee benefit
plan, contract or arrangement.
10. Successors; Binding Agreement
(a) The Employer will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially ail of the business and/or assets of the Employer, by
agreement in form and substance satisfactory to the Executive, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Employer would be required to perform it if no such succession
had taken place.
(b) This Agreement and all rights of the Executive hereunder
will inure to the benefit of and be enforceable by the Executive's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and
legatees. If the Executive should die following his termination of employment
while any amounts would still be payable to him pursuant to the provisions of
Section 5 or Section 8 if he had continued to live, all such amounts will be
paid in accordance with the terms of this Agreement to the Executive's devisee,
legatee, or other designee or, if there be no such designee, to the Executive's
estate.
11. Notices
For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to the Executive:
Xx. Xxx X. Xxxxxxxxx
0000 Xxxxxxxx Xx.
XxXxxx, XX 00000
Fax 000 000-0000
If to the Employer:
ZD Events
Needham, MA
Attention: Chief Executive Officer
with a copy to:
SOFTBANK Holdings Inc.
00 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx Xxxxxx, XX 00000
Attention: Xx. Xxxxxx X. Xxxxxx
Vice Chairman
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
12. Modification: Waiver
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and the Employer and a duly authorized member of the Board. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party will be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time. No agreements or representations, oral or otherwise, express or implied,
with respect to the subject matter hereof have been made by either party which
are not set forth expressly in this Agreement.
13. Certain Taxes
In the event of termination of the Executive's employment as a result of
a Change in
Control, the Company shall pay to the Executive an amount which, on an after-tax
basis (including federal income and excise taxes, and state and local income
taxes) equals the excise tax, if any, imposed by Section 4999 of the Internal
Revenue Code of 1986, as amended, upon the executive by reason of amounts
payable under this Agreement (including this Section 8). For purposes of this
Section 13, the Executive shall be deemed to pay federal, state and local income
taxes at the highest marginal rate of taxation for the calendar year in which
the gross up payment is to be made, taking into account the maximum reduction in
federal income taxes which could be obtained from deduction of state and local
income taxes.
14. Entire Agreement
This Agreement and the related documents referred to herein set forth
the entire agreement of the parties in respect of the subject matter contained
herein, and upon the effectiveness of this Agreement shall supersede all prior
agreements, promises, covenants, arrangements, communications, representations
or warranties, whether oral or written, by any officer, employee or
representative of any party hereto.
15. Validity
The invalidity or unenforceability of any provision or provisions of
this Agreement will not
affect the validity or enforceability of any other provision of this Agreement,
which will remain in full force and effect.
16. Governing Law
This Agreement will be governed by, and construed in accordance with,
the laws of the State of New York. Each of the parties consents to personal
jurisdiction in any action brought in any court in New York City having subject
matter jurisdiction over matters arising under this Agreement.
17. Counterparts
This Agreement may be signed in two counterparts, each of which shall be
deemed an original agreement, but both of which together shall constitute one
and the same instrument.
18. Withholding taxes
All payments made pursuant to this Agreement are subject to withholding
of applicable income employment taxes. The Employer shall have the right to
require the Executive to pay to the Employer such amount required to be withheld
prior to the issuance or delivery of any shares of common stock deliverable upon
exercise of a stock option. The Compensation Committee may, in its discretion,
permit the Executive to elect to satisfy such withholding obligation by having
the Employer retain the number of
shares of common stock whose fair market value equals the amount required to be
withheld.
19. Indemnification
The Employer shall indemnify Executive if he is made, or threatened to
be made, a party to an action or proceeding, to the full extent permitted by
applicable law, including an action by or in the right of the Employer to
procure a judgment in its favor, by reason of the fact that Executive is or was
an officer, director or employee of the Employer, against all costs and expenses
resulting from or related to such action or proceeding, or any appeal thereof,
if Executive acted in good faith for a purpose which he reasonably believed to
be in the best interests of the Employer. The termination of any such action or
proceeding by judgment, settlement, conviction or upon a plea of nolo
contendere, or its equivalent, shall not in itself create the presumption that
Executive did not act in good faith for a purpose which he reasonably believed
to be in the best interests of the Employer. As used in this Section 20, (i)
"costs and expenses" means any and all costs, expenses and liabilities
incurred by Executive, including but not limited to (A) attorney fees, (B)
amounts paid in settlement of, or in the satisfaction of any order or judgment
in, any action or proceeding and (C) fines,
Schedule 4 (f)
Benefits and Perquisites
(a) Expenses. Executive shall be entitled to receive prompt
reimbursement for all documented expenses incurred by him in the performance of
his duties hereunder consistent with reimbursements accorded to General
Counsel's and other senior executives provided that Executive properly accounts
therefore in accordance with the Company's reimbursement policy.
(b) Fringe Benefits. Executive shall be entitled to participate in and
receive benefits under all of the Company's benefit plans or programs generally
available to senior management of the Company, including, but not limited to any
retirement plan, medical, dental or disability insurance plans and all other
similar plans or programs. Nothing paid to Executive under any benefit plan
presently in effect or made available in the future shall be deemed to be in
lieu of compensation payable to Executive under this Agreement.
(c) Life Insurance. So long as Executive is insurable, the Company
agrees to maintain in effect during the term hereof insurance on Executive's
life payable to his estate or his named beneficiary or beneficiaries in the
amount of $2,000,000. The ownership of such insurance policies may, at the sole
discretion of the Executive, be transferred to a trust for the benefit of his
spouse or family.
(d) Vacations. During the term hereof, Executive shall be entitled to
sick leave and paid holidays consistent with the Company's sick leave and
holiday policy for senior management and up to four (4) weeks paid vacation
during each year. Any vacation time that is not taken in a given year shall be
carried forward to the following year or years, as the case may be but in no
event more than two (2) weeks on a cumulative basis. The Executive shall not
receive additional compensation for vacation time not taken.
(e) Moving and Related Expenses. Employer shall reimburse Executive,
on a grossed up basis when applicable (i.e. so there is no after tax loss effect
on Executive), for all of his expenses and costs incurred in connection with
Executive and his immediate family's move of their primary residence from
McLean, Virginia to the Los Angeles area. Such expenses and costs shall include
but are not limited to moving and packing services, brokerage, closing and
related costs on the sale of Executive's current home, all closing and related
costs on the purchase of Executive's Los Angeles home and all costs and expenses
incurred in connection with Executive's and his family's relocation. Employer
shall reimburse Executive for the actual out of pocket loss incurred by
Executive on replacing lost memberships to various organizations in the XxXxxx
Xxxxxxx area, which shall in any event not exceed $75,000.
penalties and assessments asserted or adjudged in any action or
proceeding, and (ii) "action or proceeding" means any and all suits,
claims, actions, investigations or proceedings whether civil, criminal
or administrative, heretofore or hereafter instituted or asserted. For
purposes of this Section 20, "Employer" means Newco or Xxxx-Xxxxx, as
applicable.
20. ZD Events Guarantee
ZD Events guarantees the performance of this Agreement by Newco until
the Spin Off is effectuated.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date and year first above written.
ZD Events Inc.
By: /s/ Xxxxxxx X. Xxxxx, Chairman of the Board
-------------------------
/s/ Xxx X. Xxxxxxxxx
----------------------------
Xxx X. Xxxxxxxxx
Schedule 4 (f)
Benefits and Perquisites
(a) Expenses. Executive shall be entitled to receive prompt
reimbursement for all documented business expenses incurred by him in the
performance of his duties hereunder consistent with reimbursements accorded to
CFO's and other senior executives provided that Executive properly accounts
therefore in accordance with the Company's reimbursement policy.
(b) Fringe Benefits. Executive shall be entitled to participate in and
receive benefits under all of the Company's benefit plans or programs generally
available to senior management of the Company, including, but not limited to any
retirement plan, medical, dental or disability insurance plans and all other
similar plans or programs. Nothing paid to Executive under any benefit plan
presently in effect or made available in the future shall be deemed to be in
lieu of compensation payable to Executive under this Agreement.
(c) Life Insurance. So long as Executive is insurable, the Company
agrees to maintain in effect during the term hereof insurance on Executive's
life payable to his estate or his named beneficiary or beneficiaries in the
amount of $2,000,000. The ownership of such insurance policies may, at the sole
discretion of the Executive, be transferred to a trust for the benefit of his
spouse or family.
(d) Vacations. During the term hereof, Executive shall be entitled to
sick leave and paid holidays consistent with the Company's sick leave and
holiday policy for senior management and up to four (4) weeks paid vacation
during each year. Any vacation time that is not taken in a given year shall be
carried forward to the following year or years, as the case may be but in no
event more than two (2) weeks, on a cumulative basis. The Executive shall not
receive additional compensation for vacation time not taken.
Exhibit 10.9
AMENDMENT TO EMPLOYMENT AGREEMENT
--------------------------------
AMENDMENT, dated as of July 21, 2000, by and among Key3Media Events, Inc.
(formerly, ZD Events Inc. "ZD Events), Key3Media Group, Inc. ("K3M") and Xxx X.
Xxxxxxxxx ("Executive").
WHEREAS, Executive and ZD Events entered into that certain employment
agreement (the "Agreement") dated as of March 1, 2000;
WHEREAS, pursuant to the terms of the Agreement, upon its formation K3M is
to assume the rights and obligations of ZD Events under the Agreement and ZD
Events is to remain as a guarantor of the Agreement until the "Spin Off" (as
defined in the Agreement); and
WHEREAS, the parties hereto desire to amend the Agreement in the manner
described herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
the parties hereby agree as follows:
1. Capitalized terms herein shall have the meanings ascribed to said terms
in the Agreement, unless specifically stated to the contrary herein:
2. Paragraph 4(e)(i) of the Agreement is hereby deleted and replaced by
the following provision:
"Number of Shares. The number of shares of the common stock of
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Newco which may be acquired by the Executive upon exercise of the
options shall be 1,000,000."
3. Paragraph 4(e)(ii) of the Agreement is hereby deleted and replaced by
the following provision:
"Strike Price. The exercise price for one-half of the shares
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subject to option shall be equal to $5.00. The exercise price for
the other half of the shares subject to option shall be $11.00."
4. ZD Events hereby assigns to K3M and K3M hereby assumes from ZD Events
all of the rights and obligations of ZD Events as Employer under, in
and to the Agreement; provided, however, ZD Events shall remain as the
guarantor of all such obligations until the Spin Off.
5. Except as otherwise set forth in this Amendment, the Agreement is
hereby ratified and confirmed and is in full force and effect.
The parties hereto enter into this Amendment to Employment Agreement as of
the date first stated hereinabove.
Key3Media Events, Inc. Key3Media Group, Inc.
By: /s/ Xxx X. Xxxxxxxxx By:_______________________
Title: Executive Vice President Title:____________________
____________________________
/s/ Xxxxx X. Xxxxxxx
