EXHIBIT 10.14
AMENDMENT TO
THE RESTATED EMPLOYMENT AGREEMENT
This Amendment to the Restated Employment Agreement (this
"Amendment"), effective as of December 11, 2001, is made by and between Penton
Media, Inc., a Delaware corporation (the "Company") and Xxxxxx X. Xxxxxxx (the
"Executive"), in order to amend the Restated Employment Agreement effective as
of January 1, 1999 (the "Agreement").
NOW THEREFORE, the undersigned parties hereby amend the
Agreement as follows:
1. Paragraph 3 of the Agreement is hereby amended to add the following new
paragraph 3(h) at the end thereof:
"(h) 2001 LIFE INSURANCE BENEFITS. The Company shall use its best
efforts to purchase (as soon as reasonably practicable after December
1, 2001) and maintain in effect until the first date (the "Payoff
Date") that there is no amount due from Executive to the Company under
any Promissory Note in effect on December 11, 2001 issued by Executive
to the Company (the "Note"), additional term life insurance coverage in
an amount equal to at least $2,610,000. If the Company is unable to
procure or maintain such life insurance on behalf of Executive, it
shall provide, from its own funds, a lump sum death benefit equal to
the term life insurance coverage amount provided for in the preceding
sentence, which shall be payable to Executive's designated beneficiary
or beneficiaries in the event of Executive's death prior to the Payoff
Date."
2. Paragraph 3 of the Agreement is hereby amended to add the following new
paragraph 3(i) at the end thereof:
"(i) 2001 DISABILITY BENEFITS. The Company shall use its best efforts
to purchase (as soon as reasonably practicable after December 1, 2001)
and maintain in effect until the Payoff Date, supplementary long-term
disability coverage in an amount equal to at least $2,610,000. If the
Company is unable to procure or maintain such supplementary long-term
disability coverage on behalf of Executive, it shall provide, from its
own funds, a lump sum disability benefit equal to the long-term
disability insurance coverage amount provided for in the preceding
sentence, which shall be payable to Executive in the event of
Executive's disability prior to the Payoff Date."
3. Paragraph 3 of the Agreement is hereby amended to add the following new
paragraph 3(j) at the end thereof:
"(j) ADDITIONAL 2001 BENEFITS.
(i) The Company shall pay to Executive each year,
regardless of whether this Agreement has been
terminated, a payment (the "(j)(i) Gross Up Payment")
in an amount equal to the total of all income taxes
imposed on
Executive as a result of (A) the Company's
provision of life and disability insurance coverage
as set forth in the first sentence of each of
paragraphs 3(h) and 3(i) above; (B) imputed income to
Executive with respect to the Notes; and (C) the
(j)(i) Gross Up Payment; and
(ii) The Company shall pay to Executive, regardless of
whether this Agreement has been terminated, a payment
(the "(j)(ii) Gross Up Payment") in an amount equal
to the total of all income taxes imposed on Executive
as a result of (A)(i) the issuance of the Deferred
Shares to Executive on an accelerated basis following
a Change of Control, a Termination without Cause, a
Termination by Executive for Good Reason, Executive's
involuntary Retirement, or the death or disability of
Executive or (ii) any other issuance of the Deferred
Shares to Executive, if a Change of Control occurs
prior to the payment in full of the Notes; and (B)
the (j)(ii) Gross Up Payment.
(iii) In the event that the excise tax under Section 4999
of the Internal Revenue Code applies to the issuance
of the Deferred Shares to the Executive or the
(j)(ii) Gross Up Payment, and if the sum of (A) the
value of the Deferred Shares at the time of such
Change of Control, reduced by such excise tax, plus
(B) the value of the Purchased Shares at the time of
such Change of Control, plus (C) the proceeds of any
life insurance or disability insurance (or Company
provided death benefit or disability benefit)
described in paragraphs 3(h) and 3(i) above received
by or with respect to the Executive at the time of or
before such Change of Control (the sum of (A), (B)
and (C) being referred to as the "Loan Payments") is
less than the amount due and owing by the Executive
under the Note at the time of the Change of Control
(the "Change of Control Loan Balance"), then the
Company shall make an additional payment to the
Executive equal to the sum of (i) the lesser of (X)
the difference between the Change of Control Loan
Balance and the Loan Payments or (Y) 20% of the sum
of the value of the Deferred Shares at the time of
such Change of Control plus the (j)(ii) Gross Up
Payment (the "Initial Additional Payment") plus (ii)
an amount (the "(j)(iii) Gross Up Payment") such
that, after payment by the Executive of all taxes
(including the excise tax under Section 4999 of the
Internal Revenue Code) imposed upon the (j)(iii)
Gross Up Payment, the Executive retains an amount of
the (j)(iii) Gross Up Payment equal to the excise tax
under Section 4999 of the Internal Revenue Code
imposed upon the Initial Additional Payment.
(iv) The amount of the (j)(i) Gross Up Payment, the
(j)(ii) Gross Up Payment and the (j)(iii) Gross Up
Payment, each shall be calculated by the Company's
independent auditors at the time that such
calculation is necessary. The Executive shall provide
such information as is reasonably necessary in
connection with any such calculation."
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4. Except as expressly set forth in this Amendment, the Agreement remains
unchanged and continues in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment on this __ day of December, 2001, effective as of December 11, 2001.
PENTON MEDIA, INC.
By:
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Xxxxxx X. Xxxx
Chief Executive Officer
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Executive
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