|
|
|
|
Document Preview Employment Agreement |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Employment Agreement |
|||
|
Entities: |
||||
|
Date: |
2001 |
|||
|
Size: |
Preview shows 14KB of 92KB total |
|||
|
Price: |
$48 |
|||
|
ID: |
#1648167 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
<SEQUENCE>6
<FILENAME>l87136bex10-18.txt
<DESCRIPTION>EXHIBIT 10.18
<TEXT>
<PAGE> 1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is made as of October 15, 2000
(the "Effective Date"), between Penton Media, Inc., a Delaware corporation (the
"Company"), and Darrell Denny ("Executive").
In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment. The Company shall employ Executive, and Executive
accepts continued employment with the Company as of the Effective Date, upon the
terms and conditions set forth in this Agreement for the period beginning on the
Effective Date and ending as provided in paragraph 5 hereof (the "Employment
Period").
2. Position and Duties.
(a) During the Employment Period, Executive shall serve as an Executive
Vice President of the Company and as the President of the Lifestyle Media
division of the Company, which will include the New Hope Natural Media division
and Healthwell.com Inc. (the "Division"), and shall have the normal duties,
responsibilities and authority of an executive serving in such position, subject
to the power of the Board of Directors of the Company (the "Board") or the Chief
Executive Officer of the Company to expand or limit such duties,
responsibilities and authority, either generally or in specific instances.
(b) Executive shall report to the Chief Executive Officer or the
President and Chief Operating Officer of the Company.
(c) During the Employment Period, Executive shall devote his best
efforts and his full business time and attention (except for permitted vacation
periods, reasonable periods of illness or other incapacity, and, provided such
activities do not have more than a de minimis effect on Executive's performance
of his duties under this Agreement, participation in charitable and civic
endeavors and management of Executive's personal investments and business
interests) to the business and affairs of the Company and the Division.
Executive shall perform his duties and responsibilities to the best of his
abilities in a diligent, trustworthy, businesslike and efficient manner.
(d) Initially, Executive shall perform his duties and responsibilities
hereunder principally from the Laguna Beach, California area. In the event the
Company and the Executive agree at any time that the Executive should relocate,
the Company will reimburse all the normal costs of an executive relocation.
-1-
<PAGE> 2
3. Compensation and Benefits.
(a) Salary. The Company agrees to pay Executive a salary during the
Employment Period, in semi-monthly installments. Executive's initial salary
shall be $325,000 per year. The Compensation Committee of the Board (or, if
there is no such Committee, the Board) shall review Executive's salary from time
to time and may, in its sole discretion, increase it.
(b) Bonus(es).
(i) Signing Bonus. Executive shall receive a signing bonus of
$100,000 payable, at the Executive's election, in either (A) cash
(less applicable withholding taxes) upon the Effective Date, (B)
such number of shares of the Company's Common Stock as is
determined by dividing $100,000 by the average closing price per
share of the Company's Common Stock on the New York Stock
Exchange for the five trading days preceding the Effective Date,
to be delivered to Executive on the first anniversary of the
Effective Date, or (C) any combination thereof, provided that
Executive shall make appropriate tax withholding arrangements if
he elects payment in shares of the Company's Common Stock
pursuant to the foregoing (B) or (C).
(ii) Annual Bonus. Subject to approval by the Compensation Committee
of the Board (or if there is no such Committee, the Board),
beginning in the 2001 calendar year, Executive shall be eligible
for an annual bonus based on the achievement of specified
Division and Company goals. For example, the Division goals may
in part be based on the Division's budgeted 2001 contribution
profit. "Contribution profit" shall mean an amount equal to the
direct revenues of the Division less direct operating expenses
before any allocation of corporate overheads as calculated by the
Company. The Company goals may in part be based on the Company's
budgeted 2001 earnings before interest, taxes, depreciation and
amortization ("EBITDA"). The targeted bonus opportunity for 2001
at budget is $175,000. Executive shall have the opportunity to
earn additional annual bonus based on exceeding targeted goals
established for calendar year 2001. Annual bonus opportunities
for subsequent years shall be based on principles similar to the
foregoing and shall be comparable to bonus opportunities for
similarly situated Executives of the Company. Such annual bonus
shall be paid in cash, shares of the Company's Common Stock or a
combination of cash and shares of the Company's Common Stock, to
be determined in the sole discretion of the Compensation
Committee of the Board (or if there is no such Committee, the
Board).
(c) Long Term Incentive. Subsequent to approval by the Compensation
Committee of the Board (or, if there is no such Committee, the Board), and
subject to and upon the terms, conditions, and restrictions set forth in this
agreement and in the Company's 1998 Equity and Performance Incentive Plan (the
"Plan"), Executive will be granted, as of the
-2-
<PAGE> 3
Effective Date, the rights to receive 15,000 shares of Common Stock (the
"Performance Shares") based on the achievement of organic growth of the
Division's revenues and EBITDA and set forth in the form of Performance Shares
Agreement attached hereto as Exhibit A.
(d) Stock Options.
(i) The Company has adopted a plan (the "1998 Stock Option Plan")
pursuant to which options to purchase shares of the Company's
Common Stock, and other equity-based incentive compensation
awards, may be granted to Executive and other officers of the
Company. Under the terms of the 1998 Stock Option Plan, the
Compensation Committee of the Board (or, if there is no such
Committee, the Board) has the right to amend the 1998 Stock
Option Plan.
(ii) As soon as reasonably practicable after the Effective Date,
subject to approval by the Compensation Committee of the Board
(or if there is no such Committee, the Board), the Executive
shall be granted an option to purchase, at an exercise price
equal to the fair market value of the Company's Common Stock at
the date of grant, 20,000 shares of the Company's Common Stock.
(iii) Executive shall be eligible to receive grants of options and
other awards under the 1998 Stock Option Plan, at the discretion
of the Compensation Committee of the Board (or, if there is no
such Committee, the Board).
(iv) If, at the time of the grant of any option pursuant to this
paragraph (d), the issuance of shares upon exercise thereof has
not been registered under the Securities Act of 1933, as amended,
it shall be a condition to such grant that Executive execute and
deliver to the Company a certificate confirming that Executive is
an accredited investor (as such term is used in Regulation D
under such Act) and including transfer restrictions and other
provisions customary in connection with grants under such
circumstances.
(v) Each option to be granted as set forth above shall be
substantially in the form of Exhibit B attached to this
Agreement, except that it is understood that reference to any
then existing registration statement or related plan information
document in Exhibit B, or its equivalent, shall be included if
and only if the same exists at the time of grant and is relevant
to such option.
(e) The Company agrees to extend the making of a loan or loans to
Executive, from time to time for a period of time not to exceed six (6) months
following the Effective Date, up to the aggregate amount of $1.0 million for a
term of up to five years at a fixed rate of interest on each such loan, and on
such other terms and conditions specified in the form of Promissory Note,
attached hereto as Exhibit C. The making of such loan or loans is for the
purpose of facilitating Executive's purchase of shares of the Company's Common
Stock, and Executive acknowledges that the proceeds of the loan or loans may be
used only to purchase shares of the Company's Common Stock.
-3-
<PAGE> 4
(f) Expense Reimbursement. The Company shall reimburse Executive for
all reasonable expenses incurred by him during the Employment Period in the
course of performing his duties under this Agreement that are consistent with
the Company's policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the Company's requirements
applicable generally with respect to reporting and documentation of such
expenses. Executive acknowledges that under the Company's current air travel
reimbursement policy, reimbursement is limited to coach fare (plus Executive's
cost of any upgrade certificates used to upgrade to first class) on travel
within the United States and is limited to business class fare on travel to and
from foreign cities.
(g) Standard Executive Benefits Package. In addition to the salary,
bonus(es), stock options and expense reimbursements payable to Executive
pursuant to this paragraph 3, Executive shall be entitled during the Employment
Period to participate, on the same basis as other executives of the Company, in
the Company's Standard Executive Benefits Package. The Company's "Standard
Executive Benefits Package" means those benefits (including insurance, vacation,
Company car or car allowance, equity-based benefits, and other benefits) for
which substantially all of the executives of the Company are from time to time
generally eligible, as determined from time to time by the Board.
(h) Additional Benefits. In addition to participation in the Company's
Standard Executive Benefits Package pursuant to this paragraph, Executive shall
be entitled to:
(i) additional term life insurance coverage in an amount equal to
Executive's annual salary, but only if and so long as such
additional coverage is available at standard rates from the
insurer providing term life insurance coverage under the Standard
Executive Benefits Package or from a comparable insurer
acceptable to the Company; and
(ii) supplementary long-term disability coverage in an amount that
will include maximum covered annual compensation of $330,000 and
maximum monthly payments of $18,333, but only if and so long as
such supplementary coverage is available at standard rates from
the insurer providing long-term disability coverage under the
Standard Executive Benefits Package or a comparable insurer
acceptable to the Company.
(iii) pursuant to authorization by the Compensation Committee of the
Board (or, if there is no such Committee, the Board),
participation in the Penton Media, Inc. Supplemental Executive
Retirement Plan (the "SERP"), effective August 7, 1998, as
currently in effect, except that (A) the beginning date for
accrual of a benefit shall be the date on which Executive's
employment with the Company begins and (B) no benefit shall be
payable thereunder unless the Employment Period shall end five
|
End of Preview |
Home Intelligence Services Subscriptions News About Us