EXHIBIT 10.2
SEPARATION AGREEMENT
AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement") is entered
into as of July 1, 2004, between XXXXXX X. XXXXXXX ("Xx. Xxxxxxx") and XXXXXX
MEDIA, INC., a Delaware corporation ("Penton").
WITNESSETH:
WHEREAS, Xx. Xxxxxxx was employed by Penton pursuant to a Restated
Employment Agreement, dated as of January 1, 1999, as amended by the Amendment
to the Restated Employment Agreement, effective as of December 11, 2001 and the
Letter Agreement, dated March 27, 2002 (collectively "Employment Agreement"),
attached as Exhibit A hereto; and
WHEREAS, Xx. Xxxxxxx'x employment relationship with Penton terminated on
June 30, 2004 as a result of Penton's reorganization of its corporate leadership
structure (the "Termination Date");
WHEREAS, Xx. Xxxxxxx is no longer a director or an executive officer of
Penton; and
WHEREAS, Xx. Xxxxxxx and Xxxxxx desire to enter into this Agreement to set
forth each party's rights and obligations in connection with Xx. Xxxxxxx'x
termination of employment in lieu of the parties' rights and obligations under
the Employment Agreement and other related agreements, and to settle fully and
finally any and all issues between them which have arisen, or may arise, out of
the employment relationship and the termination of said relationship.
NOW, THEREFORE, for and in consideration of the mutual promises, payments
and benefits herein contained and intending to be legally bound hereby, the
parties represent, warrant, covenant and agree as follows:
1. TERMINATION WITHOUT CAUSE. The parties agree that Xx.
Xxxxxxx'x termination of employment by Penton is a "Termination without
Cause" as such term is defined in the Employment Agreement.
2. DEFINITIONS. For purposes of this Agreement:
(a) "CONFIDENTIAL INFORMATION" shall have the meaning set forth in
Paragraph 11 hereof.
(b) "EFFECTIVE DATE" shall have the meaning set forth in Paragraph 10
hereof.
(c) "EMPLOYMENT AGREEMENT" shall have the meaning set forth in the
recitals hereof.
(d) "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.
(e) "GROSS UP PAYMENT" shall have the meaning set forth in Paragraph
5(d)(ii) hereof.
(f) "HEALTH PLAN" shall have the meaning set forth in Paragraph 5(a)
hereof.
(g) "INCENTIVE PLAN" shall mean Penton's 1998 Equity and Performance
Incentive Plan (As Amended and Restated Effective as of March 15,
2001).
(h) "MAXIMUM WITHHOLDING AMOUNT" shall mean the total amount that Penton
would be required to remit to all taxing authorities under
applicable tax laws (applying the minimum applicable withholding
rate required by law) if an amount equal to the remaining
outstanding balance due under the Note on the Effective Date were
paid to Xx. Xxxxxxx, and such payment was treated as compensation
paid to an employee.
(i) "NOTE" shall mean the Promissory Note, dated January 24, 2000, as
amended by the Amendment to Promissory Note dated December 11, 2001,
issued by Xx. Xxxxxxx to Penton that was in effect on the
Termination Date.
(j) "PENTON COMMON STOCK" shall mean the common stock, par value $0.01
per share, of Penton.
(k) "RELEASED PARTIES" shall have the meaning set forth in Paragraph 6
hereof.
(l) "SEVERANCE AMOUNT" shall have the meaning set forth in Paragraph 3
hereof.
(m) "TERMINATION DATE" shall have the meaning set forth in the recitals
hereof.
3. SEVERANCE PAYMENT. Subject to the provisions of Paragraph 10 of this
Agreement, Penton shall make a lump sum payment to Xx. Xxxxxxx in an
amount equal to $1,728,851 (the "Severance Amount"). Such amount shall be
payable to Xx. Xxxxxxx on the Effective Date or if the Effective Date is
not a business day, the first business day following the Effective Date.
Penton shall withhold such amounts from the payment described in this
Paragraph 3 as are required by applicable tax laws in connection with such
payment. In addition, Penton shall withhold the Maximum Withholding Amount
from the payment described in this Paragraph 3.
4. NOTE. As of the Effective Date, neither Xx. Xxxxxxx nor his estate
will be required to make any further payments with respect to the Note,
and the balance due under the Note as of the Effective Date will be
reduced to zero. Penton hereby releases any claims it has with respect to
the enforcement of the Note. As soon as practicable after the Effective
Date, Penton shall deliver to Xx. Xxxxxxx the original Note, with a
notation on the face of the Note indicating that the Note has been
cancelled.
5. ADDITIONAL BENEFITS AND COMPENSATION.
(a) MEDICAL COVERAGE. Xx. Xxxxxxx and his eligible dependents
shall be entitled to continue to participate, at no cost to
Xx. Xxxxxxx, in Xxxxxx'x
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group health plan (medical, dental, prescription drug and
vision coverage) (the "Health Plan") for a period of eighteen
(18) months following the Termination Date on the same basis
that Penton's active employees participate in such plan during
that period. Xx. Xxxxxxx agrees that the coverage provided by
Penton pursuant to this Paragraph 5(a) will satisfy the Health
Plan's obligation to provide Xx. Xxxxxxx the right to
continuation coverage under the Health Plan pursuant to Part 6
of Subtitle B of Title I of ERISA.
(b) STOCK OPTIONS. Except as otherwise provided in this Paragraph
5(b), Xx. Xxxxxxx'x eligibility to exercise stock options
granted to him prior to the Termination Date will be governed
by the terms and conditions of the Incentive Plan and the
agreements previously entered into between Penton and Xx.
Xxxxxxx with respect to such stock options. Notwithstanding
the foregoing, (i) all outstanding stock options that were
granted to Xx. Xxxxxxx prior to the Termination Date shall
become immediately exercisable as of the Effective Date and
any agreement evidencing such stock options is hereby amended
accordingly; and (ii) all outstanding stock options granted to
Xx. Xxxxxxx that have an exercise price of $0.37 per share
shall be exercisable and shall not terminate until July 31,
2007 and any agreement evidencing such stock options is hereby
amended accordingly.
(c) PERFORMANCE SHARES. Except as otherwise provided in this
Paragraph 5(c), Xx. Xxxxxxx'x eligibility to receive the
Performance Shares (as defined in the Incentive Plan) granted
to him prior to the Termination Date will be governed by the
terms and conditions of the Incentive Plan and the agreements
previously entered into between Penton and Xx. Xxxxxxx with
respect to such Performance Shares. Notwithstanding the
foregoing, all 90,000 outstanding Performance Shares shall
become immediately vested and nonforfeitable as of the
Effective Date, such 90,000 Performance Shares shall be issued
to Xx. Xxxxxxx as of the Effective Date and any agreement
evidencing such Performance Shares is hereby amended
accordingly.
(d) DEFERRED SHARES. (i) Xx. Xxxxxxx'x eligibility to receive
210,000 Deferred Shares (as defined in the Incentive Plan)
granted to him prior to the Termination Date will be governed
by the terms and conditions of the Incentive Plan and the
Deferred Shares Agreement dated February 3, 2004 previously
entered into between Penton and Xx. Xxxxxxx with respect to
such Deferred Shares; provided, however, that section 7(a) of
such agreement is hereby amended in its entirety to read as
follows:
"(a) To the extent that the Company shall be required to
withhold any federal, state, local or foreign taxes in connection
with the issuance of the Deferred Shares, and the amounts available
to the
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Company for such withholding are insufficient, it shall be a
condition to the issuance of the Deferred Shares that the Grantee
shall pay such taxes or make provisions that are satisfactory to the
Company for the payment thereof."
(ii) Penton shall pay, at the same time specified in Paragraph 3 for
the payment of the Severance Amount, to Xx. Xxxxxxx a payment (the "Gross
Up Payment") in an amount equal to the total of all income taxes imposed
on Xx. Xxxxxxx as a result of (A) the issuance of the 210,000 Deferred
Shares to Xx. Xxxxxxx and (B) the Gross Up Payment.
(e) RESTRICTED STOCK UNITS. The restricted stock units granted to
Xx. Xxxxxxx under Xxxxxx'x Management Stock Purchase Plan (As
Amended and Restated Effective as of January 1, 2000) will
immediately vest as of the Effective Date. As a condition to
his receipt of Penton Common Stock underlying such restricted
stock units, Xx. Xxxxxxx will be responsible for any required
withholding with respect to the vesting of the restricted
stock units.
(f) D&O INSURANCE. Xx. Xxxxxxx shall be covered by Penton's
liability insurance policy relating to his positions as a
director and officer of Penton so long as such policy remains
in force. In the event such policy is discontinued, Penton
shall purchase a liability insurance policy for Xx. Xxxxxxx
and will maintain such policy in effect until the fifth year
anniversary of the Termination Date. The liability insurance
provided to Xx. Xxxxxxx under this Paragraph 5(f) shall be on
terms and include coverage no less favorable at any time than
the terms and coverage of the director and officer liability
insurance then maintained for the current or former directors
and officers of Penton.
(g) INDEMNIFICATION. Xx. Xxxxxxx shall be entitled to continuing
indemnification from Penton under Penton's Certificate of
Incorporation, Bylaws, applicable state law and the terms of
any existing indemnification agreement in effect immediately
prior to the Termination Date with respect to all of his acts
or failures to act while employed or engaged by Penton or its
affiliates or predecessors in any capacity, whether as a
director, officer, employee, agent or otherwise.
(h) COMPUTER. Xx. Xxxxxxx will be entitled, after the Termination
Date, to keep his Penton-provided personal computer system,
provided that any non-public information about Penton has been
removed from such computer.
(i) EXPENSE REIMBURSEMENT. Xx. Xxxxxxx will submit any outstanding
expenses for which he is entitled to be reimbursed by Penton
within sixty (60) days of the execution of this Agreement, and
Penton will promptly
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provide such reimbursement, subject to Penton's requirements
applicable generally with respect to reporting and
documentation of such expenses.
(j) WITHHOLDING. Unless otherwise provided for in this Agreement,
Penton shall withhold such amounts from the payments described
herein as are required by applicable tax law.
6. RELEASE OF ALL CLAIMS. In exchange for the monies and benefits given
to Xx. Xxxxxxx under this Agreement, Xx. Xxxxxxx hereby releases any and
all claims against Penton, its subsidiaries, affiliates, predecessors,
successors, and their officials, directors, employees, and shareholders
(collectively, the "Released Parties") that relate to his employment or
termination from employment, any contracts, agreement, policies or
programs related to that employment and any employee plans or programs
(including, without limitation, any "employee benefit plans," as defined
in Section 3(3) of ERISA and all other severance pay, salary continuation,
bonus, incentive, stock option, retirement, pension, profit sharing or
deferred compensation plans, contracts, programs, funds, or arrangements
of any kind (whether written or oral, qualified or nonqualified, funded or
unfunded, currently effective or terminated)) in which Xx. Xxxxxxx was a
participant during his employment. The claims that Xx. Xxxxxxx is
releasing include, but are not limited to, claims under Title VII of the
Civil Rights Act of 1964, 42 U.S.C. Section 2000e, et seq.; the Age
Discrimination in Employment Act, 29 U.S.C. Section 29 U.S.C. Section 621,
et seq. ("ADEA"); the Americans with Disabilities Act, 42 U.S.C. Section
12101, et seq. ("ADA"); the Equal Pay Act, 29 U.S.C. Section 206; the
National Labor Relations Act, 29 U.S.C. Section 151, et seq. ("NLRA"); the
Fair Labor Standards Act, 29 U.S.C. Section 201, et seq.; the Worker
Adjustment and Retraining Notification ("WARN") Act, 29 U.S.C. Section
2101 et seq.; the Ohio Civil Rights Act, Ohio Revised Code Section
4112.01, et seq. and Ohio Revised Code Section 4101.17; or the Family
Medical Leave Act, 29 U.S.C. Section 2601, et seq.; ERISA, 29 U.S.C.
Section 1001, et seq; the Health Insurance Portability and Accountability
Act ("HIPAA"); all as amended; and federal, state, or local common law or
policy, public or otherwise. Again without limiting the foregoing, Xx.
Xxxxxxx also gives up any claims he may have in regard to his Employment
Agreement, as well as any other express or implied contractual claims of
any kind, under the Employment Agreement or any other agreement with the
Released Parties, as well as any estoppel claims. Xx. Xxxxxxx further
agrees never to seek employment with the Released Parties in the future.
Notwithstanding the foregoing, (i) Xx. Xxxxxxx is not releasing any
rights, entitlements or benefits under any provision of this Agreement
(including, without limitation, additional benefits and compensation under
the Health Plan, the Incentive Plan, the Management Stock Purchase Plan,
and the Deferred Shares Agreement, as provided in Paragraph 5 above) or
claims related to the enforcement of this Agreement, (ii) Xx. Xxxxxxx is
not releasing any defenses, counterclaims or cross-claims that he might
have related to the Note in the event that Penton or any subsequent holder
of the Note commences proceedings to enforce the Note, and (iii) Xx.
Xxxxxxx is not releasing his right to any benefits to which he is entitled
under any retirement plan of Penton that is intended to be qualified under
Section 401(a) of the Internal Revenue Code of 1986, as amended,
including, without limitation, his right to any benefits
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provided under the terms of Penton's Retirement and Savings Plan and
Penton's Retirement Plan.
7. COVENANT NOT TO XXX. Except as set forth in Paragraph 6 of this
Agreement, Xx. Xxxxxxx will not bring or maintain any action or proceeding
or otherwise prosecute or xxx the Released Parties either affirmatively or
by way of cross complaint, defense or counterclaims, or in any other
manner with respect to the claims herein released. The foregoing sentence
shall be construed as a covenant not to xxx. This covenant not to xxx
includes actions or proceedings on behalf of himself or others. This
Agreement may be introduced as evidence at any legal proceeding as a
complete defense to any claims ever asserted by Xx. Xxxxxxx against any of
the Released Parties.
8. VOLUNTARY EXECUTION. Xx. Xxxxxxx acknowledges that he has had the
opportunity to talk with an attorney before signing this Agreement. Penton
has advised Xx. Xxxxxxx that he should talk with an attorney before
signing this Agreement. Any costs or fees associated with any such
consultation shall be Xx. Xxxxxxx'x responsibility.
9. ACKNOWLEDGMENT. Xx. Xxxxxxx received a copy of this Agreement on
July 1, 2004. No deadline of less than twenty-one (21) days has been
imposed upon Xx. Xxxxxxx to sign this Agreement. If Xx. Xxxxxxx signs this
Agreement less than twenty-one (21) days from July 1, 2004, he understands
that he does not have to do so.
10. REVOCATION PERIOD. Xx. Xxxxxxx may revoke the release and covenant
set forth in Paragraphs 6 and 7 of this Agreement at any time within seven
(7) days after this Agreement has been signed by both Xx. Xxxxxxx and
Penton by providing written notice of revocation by hand delivery or
registered mail addressed to: Xxxxxxx X. Vice, Xxxxxx Media, Inc., 0000
Xxxx 0xx Xxxxxx, Xxxxxxxxx, XX 00000. For revocation to be effective,
written notice must be received by Mr. Vice no later than the close of
business on the seventh day after Xx. Xxxxxxx signs this Agreement.
Penton's obligations under this Agreement are contingent upon Xx. Xxxxxxx
not revoking this Agreement during such period; without limiting the
generality of the foregoing, if Xx. Xxxxxxx revokes, Penton owes him
nothing under Paragraphs 3 and 5 of this Agreement, and the agreements of
Penton set forth in Paragraph 4 of this Agreement and agreements of Xx.
Xxxxxxx hereunder shall be null and void. If Xx. Xxxxxxx does not exercise
his right of revocation under this Paragraph 10, the eighth day after the
date of this Agreement shall be the "Effective Date" for purposes of this
Agreement.
11. CONFIDENTIAL INFORMATION. Xx. Xxxxxxx acknowledges that the
information, observations and data obtained by him while employed by
Penton concerning the business or affairs of Penton or any of its
subsidiaries or affiliates or any predecessor thereof (unless and except
to the extent the foregoing become generally known to and available for
use by the public other than as a result of Xx. Xxxxxxx'x acts or
omissions to act, "Confidential Information") are the property of Penton
or such subsidiary or affiliate. Therefore, Xx. Xxxxxxx agrees that until
the third anniversary of the Termination Date, he shall not disclose any
Confidential Information without the prior written consent of the Board of
Directors of Penton unless and except to the extent that such disclosure
is required by any subpoena or
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other legal process (in which event Xx. Xxxxxxx will give Penton prompt
notice of such subpoena or other legal process in order to permit Penton
to seek appropriate protective orders), and that he shall not use any
Confidential Information for his own account without the prior written
consent of the Board of Directors of Penton. Xx. Xxxxxxx has returned to
Penton all memoranda, notes, plans, records, reports, computer tapes and
software and other documents and data (and copies thereof) relating to the
Confidential Information, or to the work product or the business of Penton
or any of its subsidiaries or affiliates.
12. NON-COMPETE, NON-SOLICITATION.
(a) Xx. Xxxxxxx acknowledges that in the course of his employment with
Penton he has become familiar with trade secrets and customer lists
of and other confidential information concerning Penton and its
subsidiaries and affiliates and predecessors thereof and that his
services have been of special, unique and extraordinary value to
Penton.
(b) Xx. Xxxxxxx agrees for a period of one year following the
Termination Date, he shall not in any manner, directly or
indirectly, through any person, firm or corporation, alone or as a
member of a partnership or as an officer, director, shareholder,
investor or employee of or in any other corporation or enterprise or
otherwise, engage or be engaged in, or assist any other person,
firm, corporation or enterprise in engaging or being engaged in, any
business then actively being conducted by Penton or any of its
subsidiaries.
(c) Xx. Xxxxxxx further agrees that for a period of two years following
the Termination Date, he shall not in any manner, directly or
indirectly, induce or attempt to induce any employee of Penton or of
any of its subsidiaries or affiliates to quit or abandon his employ.
(d) Nothing in this Paragraph 12 shall prohibit Xx. Xxxxxxx from being:
(i) a shareholder in a mutual fund or a diversified investment
company or (ii) a passive owner of not more than 5% of the
outstanding equity securities of any class of a corporation or other
entity which is publicly traded, so long as Xx. Xxxxxxx has no
active participation in the business of such corporation or other
entity.
(e) If, at the time of enforcement of this Paragraph 12, a court holds
that the restrictions stated herein are unreasonable under
circumstances then existing, the parties hereto agree that the
maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or
area and that the court shall be allowed to revise the restrictions
contained herein to cover the maximum period, scope and area
permitted by law.
13. ENFORCEMENT. Because Xx. Xxxxxxx'x services were unique and because
Xx. Xxxxxxx had access to Confidential Information and work product, the
parties hereto agree that Penton would be damaged irreparably in the event
any of the provisions of Paragraphs 11 or 12 hereof were not performed in
accordance with their
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specific terms or were otherwise breached and that money damages would be
an inadequate remedy for any such non-performance or breach. Therefore,
Penton or its successors or assigns shall be entitled, in addition to
other rights and remedies existing in their favor, to an injunction or
injunctions to prevent any breach or threatened breach of any of such
provisions and to enforce such provisions specifically (without posting a
bond or other security).
14. NON-DISPARAGEMENT. Because the purpose of this Agreement is to
settle amicably all disputes and potential disputes between the parties,
Xx. Xxxxxxx will not make or cause to be made any statements to any third
parties criticizing or disparaging Penton, its officers, directors or
affiliates or commenting on the business reputation of Penton, except if
any litigation commences involving Xx. Xxxxxxx and Xxxxxx and except to
the extent required by law or under a subpoena or other legal process.
Penton agrees that it, its officers, directors and affiliates will not
make or cause to be made any statements to any third parties criticizing
or disparaging Xx. Xxxxxxx or commenting on his reputation or management
of Penton, except if any litigation commences involving Xx. Xxxxxxx and
Penton and except to the extent required by law or under a subpoena or
other legal process.
15. FUTURE COOPERATION. Xx. Xxxxxxx will cooperate fully with Penton
and will provide Penton with any information it requests from Xx. Xxxxxxx
in connection with his service to Penton. Further, Xx. Xxxxxxx will
cooperate fully with Penton and Penton's counsel in connection with any
present or future actual or threatened litigation or administrative
proceeding involving Penton or its officers, directors, agents, employees,
shareholders, successors or assigns, and relating to events or conduct
occurring (or claimed to have occurred) during the period of Xx. Xxxxxxx'x
service with Penton. This cooperation shall include, but not be limited
to, (a) making himself reasonably available for interviews and discussions
with Penton's counsel as well as for depositions and trial testimony, (b)
if depositions or trial testimony are to occur, making himself reasonably
available and cooperating in the preparation for them as to the extent
that Penton or Penton's counsel reasonably request, (c) refraining from
impeding in any way Penton's prosecution or defense of such litigation or
administrative proceeding, and (d) cooperating fully in the development
and presentation of Penton's prosecution or defense of such litigation or
administrative proceeding. All obligations under this Paragraph 15 shall
continue in full force and effect for five years from the date of this
Agreement, and thereafter shall continue only with respect to those actual
or threatened litigations or administrative proceedings which are pending
or threatened as of the Termination Date. Xx. Xxxxxxx will cooperate as to
the execution and enforcement of this Agreement. Xx. Xxxxxxx will sign any
and all additional documents that may be necessary to carry out the terms
and intent of this Agreement. Xx. Xxxxxxx shall be reimbursed by Penton
for reasonable travel, lodging, telephone and similar expenses incurred in
connection with such cooperation, which Penton shall reasonably endeavor
to schedule at times not conflicting with the reasonable requirements of
any future employer of Xx. Xxxxxxx, or with the requirements of any third
party with whom Xx. Xxxxxxx has a business relationship that provides
remuneration to Xx. Xxxxxxx. Xx. Xxxxxxx shall not unreasonably withhold
his availability for such cooperation.
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Notwithstanding the foregoing, this Paragraph 15 shall be suspended and of
no effect during the pendency of any dispute or litigation between Xx.
Xxxxxxx and Penton.
16. BREACH. In the event that either party breaches any of its promises,
covenants or obligations under this Agreement, the non-breaching party
shall have such remedies as may be available to it at law or in equity. In
addition, in the event that Xx. Xxxxxxx breaches his promises, covenants
or obligations under this Agreement, Penton's obligations under Paragraphs
3 and 5 of this Agreement shall cease.
17. LITIGATION EXPENSES. In the event of any dispute or litigation
between Penton and Xx. Xxxxxxx, each party shall pay its own costs and
expenses.
18. CONTROLLING LAW/JURISDICTION. This Agreement shall be governed by
the internal law, and not the laws of conflicts, of the State of Ohio.
19. NO ADMISSION OF LIABILITY. By entering into this Agreement, neither
Penton nor Xx. Xxxxxxx admit that it or he did anything illegal or
improper.
20. CONFIDENTIALITY OF AGREEMENT.
(a) Until the first anniversary of the Termination Date, Xx.
Xxxxxxx will communicate the contents of Paragraphs 11,
12, 13 and 20(b) of this Agreement to any person, firm,
association, or corporation which he intends to be
employed by, associated in business with, or represent.
(b) Except as otherwise provided in Paragraph 20(a), all
provisions of this Agreement and the circumstances
giving rise hereto are and shall remain confidential and
shall not be disclosed to any person not a party hereto
(other than (i) Xx. Xxxxxxx'x spouse and (ii) each
party's attorneys, financial advisors and/or tax
advisors to the extent necessary for such advisors to
render appropriate legal, financial and tax advice),
except as necessary to carry out the provisions of this
Agreement, and except as may be required by law.
Notwithstanding the foregoing, this Agreement may be
disclosed and described as well as filed with or
provided to the Securities and Exchange Commission or
any other governmental instrumentality or agency,
including the Internal Revenue Service, if Penton deems
such filing or provision to be necessary. In the event
Xx. Xxxxxxx discloses the provisions of this Agreement
or the circumstances giving rise hereto to his spouse,
attorneys, financial advisors and/or tax advisors and
his spouse or any such attorney, financial advisor
and/or tax advisor discloses the provisions of this
Agreement or the circumstances giving rise hereto to any
other person, such disclosure shall be deemed to be a
disclosure by Xx. Xxxxxxx.
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21. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which together shall be deemed to be a single agreement.
22. CAPTIONS AND PARAGRAPH HEADINGS. Captions and paragraph headings
used herein are for convenience and are not part of this Agreement and
shall not be used in construing it.
23. SEVERABILITY. The provisions of this Agreement are severable. This
means that if any part of this Agreement is found to be unenforceable, the
other provisions will remain fully valid and enforceable.
24. FULL UNDERSTANDING. BY SIGNING THIS AGREEMENT, XX. XXXXXXX
ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT; THAT HE HAS HAD A
REASONABLE TIME TO CONSIDER THE LANGUAGE AND EFFECT OF THIS AGREEMENT;
THAT PENTON HEREBY INFORMS HIM, IN WRITING, TO TALK WITH AN ATTORNEY
BEFORE SIGNING THIS AGREEMENT; THAT HE KNOWS, UNDERSTANDS AND AGREES WITH
THE CONTENTS OF THIS AGREEMENT; AND THAT HE IS SIGNING THIS DOCUMENT
VOLUNTARILY BECAUSE HE IS SATISFIED WITH ITS TERMS AND CONDITIONS.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, Penton has caused this Agreement to be executed on its
behalf by its duly authorized officer and Xx. Xxxxxxx has also executed this
Agreement in duplicate.
PENTON MEDIA, INC.
By: _________________________________________
Name: Xxxxx Xxxxxxxx
Title: Chief Executive Officer
_____________________________________________
Date
_____________________________________________
Xxxxxx X. Xxxxxxx
_____________________________________________
Date
