Exhibit 10.13
THIS AMENDMENT, made this 23rd day of September, 1998, by
and between HEALTHWORLD CORPORATION, a Delaware corporation, with offices at
100 Avenue of the Americas, New York, New York 10013 (the "Company"), and
STUART DIAMOND, an individual residing at 22 Woodland Place, Great Neck, New
York 11021 (the "Employee"), amends that certain Employment Agreement, dated
as of August 18, 1997 (the "Employment Agreement"), between the Company and
the Employee. Capitalized terms not otherwise defined herein are used herein
as defined in the Employment Agreement.
WHEREAS, the Company and the Employee have previously
entered into the Employment Agreement;
WHEREAS, the parties hereto desire to amend the Employment
Agreement as set forth herein; and
WHEREAS, all terms and conditions of the Employment
Agreement, other than as specifically amended hereby, shall remain in full
force and effect;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto agree as follows:
1. Amendments to the Employment Agreement. Effective as of
the date hereof, the Employment Agreement is hereby amended as follows:
(a) Section 7.5 of the Employment Agreement is hereby
amended by (i) inserting the words "other than upon the occurrence
of, or within two years following, a Change in Control (as defined in
Section 7.6(b)) of the Company" immediately after the phrase "for any
reason whatsoever" contained therein, and (ii) replacing the words
"six (6) months Base Salary" contained therein with the words "twelve
(12) months Base Salary."
(b) Section 7.6 of the Employment Agreement is hereby
deleted in its entirety and the following new Section 7.6 is hereby
inserted in its place:
"7.6(a) Notwithstanding the foregoing, in the event
that the Employee's employment is terminated during the term
of this Agreement (i) by the Employee upon 30 days prior
written notice to the Company for Good Reason (as defined in
Section 7.6(c)), or (ii) by the Company (in such case such
termination shall be valid only upon receipt by the Employee
of 30 days prior written notice of such termination), in
either case within two years following a Change in Control
of the Company, the Employee shall be entitled to receive
(A) an amount equal to Employee's full Base Salary and all
other compensation (including, without limitation, any
bonuses)
accrued but not yet paid through the date of termination of
Employee's employment, (B) an amount, payable in cash by the
Company on the date of termination of Employee's employment,
equal to (i) Employee's annual cash bonus for the fiscal
year prior to the year in which Employee's employment is
terminated plus (ii) the greater of Employee's 18 months
Base Salary in effect immediately prior to the date of the
Change in Control of the Company or the Employee's 18 months
Base Salary in effect on the date of termination of
Employee's employment; provided, however, that in the event
that Employee's employment is terminated pursuant to this
Section 7.6(a) after the one-year anniversary but on or
prior to the two year anniversary following a Change in
Control of the Company, Employee shall only be entitled to
receive from the Company an amount equal to (x) Employee's
annual cash bonus for the fiscal year prior to the year in
which Employee's employment is terminated plus (y) twelve
months Base Salary (as determined in this clause (B)), (C)
any benefits then vested under any benefit plans and
otherwise payable in accordance with the provisions of the
applicable benefit plan and applicable laws, and (D)
continued coverage (net of any Employee contributions) to
the extent any such coverage was provided immediately prior
to the termination of Employee for medical, health, hospital
and disability insurance for a period of 12 months following
the date of termination of Employee's employment under the
benefit plans maintained by the Company or any of the
Company's United States subsidiaries for its senior
management or employees generally in accordance with the
terms thereof, or if the Company is unable to provide such
coverage under its benefit plans as they may from time to
time be in effect, the Company will provide or pay (without
gross-up for taxes), at the Company's sole discretion, for
coverage (net of any Employee contributions) having
substantially the same aggregate value as the coverage
provided under such plans.
(b) For purposes hereof, a "Change in Control" of
the Company shall occur or be deemed to have occurred only
if any of the following events occurs:
(i) any "person," as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (other than
the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the
Company, or any corporation owned directly or
indirectly by the stockholders of the Company in
substantially the same proportion as the ownership
of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under
the
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Exchange Act), directly or indirectly, of
securities of the Company representing more than
50% of the combined voting power of the Company's
then outstanding securities; or
(ii) individuals who, as of September 23, 1998 (the
"Effective Date"), constitute the Board of
Directors of the Company (as of the Effective Date,
the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board of
Directors of the Company, provided that any person
becoming a director subsequent to the date hereof
whose election, or nomination for election by the
Company's stockholders, was approved by a vote of
at least a majority of the directors then
comprising the Incumbent Board (other than an
election or nomination of an individual whose
initial assumption of office is in connection with
an actual or threatened election contest relating
to the election of the directors of the Company, as
such terms are used in Rule 14a-11 of Regulation
14A under the Exchange Act) shall be, for purposes
of this Agreement, considered as though such person
were a member of the Incumbent Board; or
(iii) the stockholders of the Company approve a
merger or consolidation of the Company with any
other corporation, other than (A) a merger or
consolidation which would result in the voting
securities of the Company outstanding immediately
prior thereto continuing to represent (either by
remaining outstanding or by being converted into
voting securities of the surviving entity) more
than 60% of the combined voting power of the voting
securities of the Company or such surviving entity
outstanding immediately after such merger or
consolidation or (B) a merger or consolidation
effected to implement a recapitalization of the
Company (or similar transaction) in which no
"person" (as hereinabove defined) acquires more
than 50% of the combined voting power of the
Company's then outstanding securities; or
(iv) the stockholders of the Company approve a plan
of complete liquidation of the Company or an
agreement for the sale or disposition by the
Company of all or substantially all of the
Company's assets.
(c) As used herein, the term "Good Reason" means
the occurrence after a Change in Control of the Company of
any of the following circumstances:
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(i) Any diminution in the Employee's position,
duties, responsibilities, title or office as in
effect immediately prior to a Change in Control;
(ii) Any reduction in the Employee's annual Base
Salary as in effect on the date hereof or as the
same may be increased from time to time;
(iii) The failure of the Company to continue in
effect any material compensation or benefit plan in
which the Employee participates immediately prior
to the Change in Control, unless an equitable
arrangement (embodied in an ongoing substitute or
alternative plan) has been made with respect to
such plan, or the failure by the Company to
continue the Employee's participation therein (or
in such substitute or alternative plan) on a basis
not materially less favorable, both in terms of the
amount of benefits provided and the level of the
Employee's participation relative to other
participants, as existed at the time of the Change
in Control or the failure by the Company to award
cash bonuses to its executives in amounts
substantially consistent with past practice in
light of the Company's financial performance;
(iv) the failure by the Company to continue to
provide the Employee with benefits substantially
similar to those enjoyed by the Employee under any
of the Company's insurance, medical, health and
accident, or disability plans in which the Employee
was participating at the time of the Change in
Control, the taking of any action by the Company
which would directly or indirectly materially
reduce any of such benefits, or the failure by the
Company to provide the Employee with the number of
paid vacation days to which he is entitled in
accordance with the Company" normal vacation policy
in effect at the time of the Change in Control or
in accordance with any agreement between the
Employee and the Company existing at the time of
the Change in Control;
(v) any requirement by the Company or of any person
in control of the Company that the location at
which the Employee performs his principal duties
for the Company at the time of the Change in
Control (the "Prior Location") be changed to a new
location outside a radius of 35 miles from such
Prior Location;
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(vi) any requirement by the Company or of any
person in control of the Company that the Employee
travels on an overnight basis to an extent not
substantially consistent with his business travel
obligations immediately prior to a Change in
Control of the Company;
(vii) the failure of the Company to obtain a
satisfactory agreement from any successor to assume
and agree to perform this Agreement; or
(viii) any purported termination of the Employee's
employment which is not effected pursuant to this
Section 7.6, which purported termination shall not
be effective for purposes of this Agreement."
2. Effective on the Employment Agreement. All terms and
conditions of the Employment Agreement, other than as specifically amended
hereby, shall remain in full force and effect.
3. Counterparts. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment on the day and year first above written.
HEALTHWORLD CORPORATION
By: /s/ Steven Girgenti
--------------------------------
Steven Girgenti, Chairman of the
Board and Chief Executive Officer
/s/ Stuart Diamond
--------------------------------
Stuart Diamond
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