Exhibit 10.O
April 25, 1996
Xxxx Xxxxxx
0000 Xxxx Xxxx
Xxxx Xxxxx, XX 00000
Dear Xxxx:
The provisions of this letter, when accepted by you, shall
constitute an "Agreement" governing your employment with GES
Exposition Services, Inc. ("GES"), a wholly-owned subsidiary of
The Dial Corp ("Employer").
EMPLOYMENT - You shall be employed as President and Chief
Executive Officer of GES during the term of this Agreement. You
will devote your best efforts, energies, skill and all of your
working time to the discharge of the duties and responsibilities
as may from time-to-time be prescribed by Employer's Chief
Executive Officer; to serve the best interest of Employer and
GES; to perform your tasks to the reasonable satisfaction of the
Employer's Chief Executive Officer; and to be responsible to
Employer's Chief Executive Officer for the performance of the
business of GES and its subsidiaries.
TERM - The term of your employment shall be one year from
the date your employment with GES commences and shall continue
from year-to-year thereafter unless written notice of termination
is given by Employer or you, six (6) months prior to your
anniversary date, or six (6) months prior to your anniversary
date of any year thereafter, as the case may be.
COMPENSATION - You will be provided a base compensation of
$300,000 per year. This base compensation will remain fixed for
a period of time until Employer determines when market conditions
would indicate merit increases, based upon your performance,
should commence. You will be entitled to participate in
incentive compensation plans of Employer which shall include
Employer's Management Incentive Plan ("MIP") with a target
eligibility of 30% of base compensation, and, subject to
Employer's Board approval, will be eligible to participate in
Employer's Performance Unit Plan ("PUP"), and Employer's
Performance-Based Stock Plan, copies of which will be forwarded
to you.
Your 1996 MIP participation with GES will be based on
partial year targets for that period of time in which you are
President and Chief Executive Officer.
RELOCATION - GES will provide you with assistance in your
relocation from your current residence to Las Vegas, Nevada, by
means of its Employee Relocation Program, the details of which
will be forwarded to you.
The Employee Relocation Program will be amended to provide
six (6) months payment on the lesser amount of mortgage interest,
taxes, insurance, utilities and general maintenance. These
payments are conditioned upon your listing of your Long Grove,
Illinois residence for sale.
In addition, you will be reimbursed for up to six (6) months
of temporary living expenses and weekly airline trips from Las
Vegas to Chicago.
Further, you will be given a sum of $10,000 to cover
miscellaneous moving expenses.
OTHER BENEFITS - You shall be entitled to all fringe
benefits or perquisites provided by Employer or GES to its
executives generally using, whenever applicable, base
compensation as the basis for determining such benefit. The
benefits shall include, inter alia, participation in the
Employer's 1992 Stock Incentive Plan, Executive Severance Plan,
executive health, dental, life and disability plans, and the GES
401K Plan and the GES Supplemental Employees Retirement Plan,
copies of which will be supplied to you.
In addition, in your case, such benefits or perquisites
shall also include the use of a luxury automobile, financial
counseling, a country club's monthly dues (excluding initiation
fees), and a luncheon and health club dues. You are also
authorized to obtain first class air travel while on Employer or
GES business.
NON-COMPETE - It is agreed that, in the event of termination
of your employment by either party, you will not, for a period of
twelve (12) months from the date of such termination, directly or
indirectly, solicit or do business with the clients of GES or
Exhibitgroup/Giltspur or any of its affiliated companies.
SEPTEMBER 13, 1995 LETTER - In exchange for your waiving any
rights and claims to the Letter dated September 13, 1995, from
Giltspur, Inc., you will be paid $218,750, less statutory
deductions, promptly.
SEVERANCE - In the event that your termination of employment
is for a reason other than voluntary resignation or that you have
been convicted of a felony, or a crime of moral turpitude, fraud
or dishonesty, you will be paid a severance of one year's base
compensation at your then current salary. The payment shall be in
a lump sum, less statutory deductions.
TERMINATION - Employer may suspend or terminate this
Agreement and your employment at any time should you:
(a) become incapable for more than 180 days of
satisfactorily performing the duties required of your
position due to personal injury or other physical or
mental illness or disease; or
(b) engage in activities that would constitute a conflict
of interest with Employer, GES or GES subsidiaries; or
(c) be convicted of a felony, or a crime of moral
turpitude, fraud or dishonesty, or commit an act which,
in the judgment of a majority of Employer's Board of
Directors, subjects Employer, GES or GES subsidiaries
to public disrespect, scandal or ridicule or adversely
affects the utility of your services to Employer or
GES; or
(d) knowingly disregard or violate any instruction or
policy established by Employer or GES with respect to
the operation of the business and affairs of Employer,
GES or GES's subsidiaries.
If GES terminates your employment for cause, or if you
terminate your employment as a result of your resignation or
death, you (or your estate in the event of your death) shall be
entitled to receive salary to the date of termination, but shall
have no right or claim to an incentive award or bonus for the
year in which termination occurs except if your employment
terminates by your death.
If you accept employment on the terms and conditions set
forth in this letter, please indicate by your signature in the
space provided and return one copy to me. This matter is to be
kept confidential so that, if you accept, we may plan for an
orderly and proper transition of executive management.
Very truly yours,
/s/ Xxxx X. Xxxxx
Chairman and CEO
The Dial Corp
ACCEPTED AND AGREED:
/s/ Xxxx Xxxxxx
Date:
