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Exhibit 10.2(b)
WAIVER AND RELEASE
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WAIVER AND RELEASE, dated as of July 21, 1998 (this
"Agreement"), between PENTON MEDIA, INC., a Delaware corporation ("Penton"), and
XXXXXX X. XXXX (the "Executive").
WHEREAS, Pittway Corporation, which currently owns all of the
outstanding capital stock of Penton, has proposed to spinoff Penton to its
stockholders, thereby making Penton a public company (the "Spinoff");
WHEREAS, in contemplation of the Spinoff, Penton has adopted
the Penton Media, Inc. Equity and Performance Incentive Plan (the "Equity
Incentive Plan"), which, among other things, provides for the granting to Penton
employees of options to purchase common stock, par value $0.01 per share, (the
"Common Stock"), of Penton;
WHEREAS, Penton and the Executive are parties to an
Employment Agreement, dated as of July 25, 1996 (the "Employment Agreement"),
pursuant to Paragraph 3(c)(iv)(A) of which the Executive would be entitled to
receive, upon consummation of the Spinoff, a grant of options to purchase Common
Stock;
WHEREAS, Paragraph 19 of the Employment Agreement permits the
parties thereto to waive the provisions thereof with the prior written consent
of Penton and the Executive;
WHEREAS, Penton and the Executive have determined it is in
their mutual best interests for the Executive to waive Paragraph 3(c)(iv)(A) of
the Employment Agreement and release Penton of its obligations thereunder in
consideration for the grant of options to the Executive under the Equity
Incentive Plan on the date of the Spinoff; and
WHEREAS, Penton, through a resolution passed by the
Compensation Committee of Penton's Board of Directors, has granted the
Executive, conditioned upon consummation of the Spinoff, an option to purchase
60,000 shares of Common Stock under the Equity Incentive Plan (the "Option
Grant").
NOW THEREFORE, in consideration of the foregoing and for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by Penton and the Executive, Penton and the Executive hereby agree
as follows:
Effective upon consummation of the Spinoff and issuance of
the Option Grant, the Executive hereby waives his right to receive options
pursuant to Paragraph 3(c)(iv)(A) of the Employment Agreement and releases
Penton of its obligations under such paragraph.
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IN WITNESS WHEREOF, Penton and the Executive have duly
executed this Agreement as of this 21st day of July, 1998.
/s/ XXXXXX XXXX
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Xxxxxx Xxxx
PENTON MEDIA, INC.
By: /s/ XXXXXXX X. VICE
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Name: Xxxxxxx X. Vice
Title: Senior Vice President
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