EXHIBIT 10.2
AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT, dated as of October 5, 2001, by and between Key3Media Group,
Inc. ("K3M"), and Xxxxx X. Xxxxxxxxxx ("Executive").
WHEREAS, Executive and K3M entered into that certain employment
agreement dated as of December 18, 2000 (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. That portion of paragraph 4(b)(ii) of the Agreement appearing
prior to subparagraph A of said paragraph is hereby deleted in
its entirety and replaced by the following provision:
"(ii) In the event that a Xxxxx Successor has
replaced Xxxxx, then the annual performance bonus of
the Executive will be based upon the growth in the
EBITDA of the Business after calendar year 2000. For
these purposes, "EBITDA" for any year means the
consolidated reported earnings of Employer for that
year, as adjusted to (v) add back interest, taxes,
depreciation and amortization, all as determined by
the independent auditors of Employer applying
generally accepted accounting principles, (w) exclude
unusual non-recurring items, such as gains or losses
on the sale of a major business unit, (x) exclude
charges related to this performance bonus and any
substantially similar performance bonus granted to
the president, chief operating officer, chief
financial officer, chief technology officer or
general counsel of Employer, or any other
earnings-related bonuses exceeding $150,000 on an
annualized basis, (y) exclude any charges to earnings
attributable to payments to affiliates which are in
excess of fair market value of goods sold or services
rendered, and (z) exclude the effect of non-cash
stock based compensation (calculated in a manner
consistent with the manner of calculation used by
Employer in its financial reporting). EBITDA for
calendar 2000 shall be adjusted by the Compensation
Committee of the Board to reflect a normalized
situation, taking into account special costs and
expenses which may be incurred in that year."
3. 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 hereby enter into this Amendment to Employment
Agreement as of the date first stated hereinabove.
Key3Media Group, Inc.
By: ________________________
Title: _______________________
______________________________
Xxxxx X. Xxxxxxxxxx
