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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.
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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
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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.
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(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
years or more after the beginning thereof (or, if the Employment
Period ends early pursuant to paragraph 5 hereof, within such
five years on account of a Termination without Cause, a
Termination by Executive for Good Reason or a Termination
Following a Change of Control, provided that the date on which
(without any extension thereof) the Employment
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Period is then scheduled to end shall be five years or more after
the beginning of the Employment Period).
Executive and the Company agree that the coverages described in this paragraph
3(h) shall be provided to Executive and shall become effective only if Executive
qualifies for such coverages. Executive and the Company agree that each will use
his or its best efforts to obtain such coverages for the benefit of the
Executive.
(i) Indemnification. With respect to Executive's acts or failures to
act during the Employment Period in his capacity as a director, officer,
employee or agent of the Company, Executive shall be entitled to indemnification
from the Company, and to liability insurance coverage (if any), on the same
basis as other directors and officers of the Company.
4. Adjustments. Notwithstanding any other provision of this Agreement,
it is expressly understood and agreed that if there is a significant reduction
in the level of the business to which Executive's duties under this Agreement
relate, or if all or any significant part of such business is disposed of by the
Company and/or its subsidiaries or affiliates during the Employment Period but
Executive thereafter remains an employee of the Company, the Compensation
Committee of the Board (or, if there is no such Committee, the Board) may make
adjustments in Executive's duties, responsibility and authority, and in
Executive's compensation, as the Compensation Committee of the Board (or, if
there is no such Committee, the Board) deems appropriate to reflect such
reduction or disposition.
5. Employment Period.
(a) Except as hereinafter provided, the Employment Period shall
continue until, and shall end upon, the second anniversary of the date on which
the Employment Period begins.
(b) On each anniversary of the date on which the Employment Period
begins which precedes Executive's sixty-fifth birthday by more than one year,
unless the Employment Period shall have ended early pursuant to (c) below or
either party shall have given the other party written notice that the extension
provision in this sentence shall no longer apply, the Employment Period shall be
extended for an additional year (unless Executive's sixty-fifth birthday occurs
during such additional year, in which event the Employment Period shall be
extended only until such birthday). In no event shall the Employment Period be
extended beyond Executive's sixty-fifth birthday except by mutual written
agreement of the Company and Executive.
(c) Notwithstanding (a) and (b) above, the Employment Period shall end
early upon the first to occur of any of the following events:
(i) Executive's death;
(ii) Executive's retirement upon or after reaching age 65
("Retirement");
(iii) the Company's termination of Executive's employment on account
of Executive's having become unable (as determined by the Board
in good
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faith) to regularly perform his duties hereunder by reason of
illness or incapacity for a period of more than six (6)
consecutive months ("Termination for Disability");
(iv) the Company's termination of Executive's employment for Cause
("Termination for Cause");
(v) the Company's termination of Executive's employment other than a
Termination for Disability or a Termination for Cause
("Termination without Cause");
(vi) Executive's termination of Executive's employment for Good
Reason, by means of advance written notice to the Company at
least thirty (30) days prior to the effective date of such
termination identifying such termination as a Termination by
Executive for Good Reason and identifying the Good Reason
("Termination by Executive for Good Reason") (it being expressly
understood that Executive's giving notice that the extension
provision in the first sentence of paragraph 5(b) hereof shall no
longer apply shall not constitute a Termination by Executive for
Good Reason);
(vii) Executive's termination of Executive's employment for any reason
other than Good Reason, by means of advance written notice to the
Company at least sixty (60) days prior to the effective date of
such termination identifying such termination as a Termination by
Executive with Advance Notice ("Termination by Executive with
Advance Notice") (it being expressly understood that Executive's
giving notice that the extension provision in the first sentence
of paragraph 5(b) hereof shall no longer apply shall not
constitute a Termination by Executive with Advance Notice); or
(viii) the termination of Executive's employment (A) on account of a
Termination without Cause before the second anniversary of a
Change of Control, (B) on account of a Termination by Executive
for Good Reason before the second anniversary of a Change of
Control or (C) in connection with but prior to a Change of
Control and following the commencement of any discussion with
any third party that (i) requests or suggests that Executive's
employment be terminated, and (ii) ultimately engages in a
Change of Control (collectively, "Termination Following a Change
of Control").
(d) For purposes of this Agreement, "Cause" shall mean:
(i) the commission by Executive of a felony or a crime involving
moral turpitude;
(ii) the commission by Executive of a fraud;
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(iii) the commission by Executive of any act involving dishonesty or
disloyalty with respect to the Company or any of its subsidiaries
or affiliates that harms or damages any of them to any extent;
(iv) conduct by Executive that brings the Company or any of its
subsidiaries or affiliates into substantial public disgrace or
disrepute;
(v) gross negligence or willful misconduct by Executive with respect
to the Company or any of its subsidiaries or affiliates;
(vi) repudiation of this Agreement by Executive or Executive's
abandonment of his employment with the Company (it being expressly
understood that a Termination by Executive for Good Reason or a
Termination by Executive with Advance Notice shall not constitute
such a repudiation or abandonment);
(vii) breach by Executive of any of the agreements in paragraph 8 hereof
prior to the end of the Employment Period; or
(viii) any other breach by Executive of this Agreement which is material
and which is not cured within thirty (30) days after written
notice thereof to Executive from the Company.
(e) For purposes of this Agreement, "Good Reason" shall mean:
(i) a reduction by the Company in Executive's salary to an amount less
than "Executive's Reference Salary" (i.e., Executive's initial
salary or, in the event the Employment Period has been extended
pursuant to paragraph 5(b) hereof, Executive's salary on the date
on which the most recent such extension occurred) or any downward
adjustment in Executive's Target Bonus; or
(ii) the Company's giving notice that the extension provision in the
first sentence of paragraph 5(b) hereof shall no longer apply; or
(iii) any breach by the Company of this Agreement which is material and
which is not cured within thirty (30) days after written notice
thereof to the Company from Executive.
(f) For purposes of this Agreement, "Change of Control" shall mean the
occurrence of any of the following events during the Employment Period:
(i) The acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 40% or more of either: (A) the then-outstanding shares
of the Company's Common Stock or (B) the combined voting power of the
then-outstanding voting securities of the Company entitled to vote
generally in the
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election of directors ("Voting Stock"); provided, however, that for
purposes of this subparagraph (i), the following acquisitions shall not
constitute a Change of Control: (A) any acquisition directly from the
Company, (B) any acquisition by the Company, a subsidiary of the Company,
(C) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any subsidiary of the Company,
or (D) any acquisition by any Person pursuant to a transaction which
complies with clauses (A), (B) and (C) of subparagraph (iii) of this
paragraph 5(f); or
(ii) Individuals who, as of the Effective Date, constitute the
Board (the "Incumbent Board") cease for any reason (other than death or
disability) to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board (either by a specific
vote or by approval of the proxy statement of the Company in which such
person is named as a nominee for director, without objection to such
nomination) shall be considered as though such individual were a member
of the Incumbent Board, but excluding for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest (within the meaning of Rule 14a-11
of the Exchange Act) with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or
on behalf of a Person other than the Board; or
(iii) Consummation of a reorganization, merger or consolidation or
sale or other disposition of all or substantially all of the assets of
the Company (a "Business Combination"), in each case, unless, following
such Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of
the Company Common Stock and Voting Stock immediately prior to such
Business Combination beneficially own, directly or indirectly, more than
a majority of, respectively, the then-outstanding shares of common stock
and the combined voting power of the then-outstanding voting securities
entitled to vote generally in the election of directors, as the case may
be, of the entity resulting from such Business Combination (including,
without limitation, an entity which as a result of such transaction owns
the Company or all or substantially all of the Company's assets either
directly or through one or more subsidiaries) in substantially the same
proportions relative to each other as their ownership, immediately prior
to such Business Combination, of the Company Common Stock and Voting
Stock of the Company, as the case may be, (B) no Person (excluding any
entity resulting from such Business Combination or any employee benefit
plan (or related trust) sponsored or maintained by the Company, a
subsidiary of the Company or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, 40% or more of,
respectively, the then-outstanding shares of common stock of the entity
resulting from such Business Combination, or the combined voting power of
the then-outstanding voting securities of such corporation except to the
extent that such ownership existed prior to the Business Combination and
(C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or
of the action of the Board, providing for such Business Combination; or
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(iv) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
6. Post-Employment Period Payments.
(a) If the Employment Period ends on the date on which (without any
extension thereof) it is then scheduled to end pursuant to paragraph 5 hereof,
or if the Employment Period ends early pursuant to paragraph 5 hereof for any
reason, Executive shall cease to have any rights to salary, bonus (if any),
options, expense reimbursements or other benefits other than: (i) any salary
which has accrued but is unpaid, any reimbursable expenses which have been
incurred but are unpaid, and any unexpired vacation days which have accrued
under the Company's vacation policy but are unused, as of the end of the
Employment Period, (ii) any option rights or plan benefits which by their terms
extend beyond termination of Executive's employment (but only to the extent
provided in any option theretofore granted to Executive or any benefit plan in
which Executive has participated as an employee of the Company), (iii) any
benefits to which Executive is entitled under Part 6 of Subtitle B of Title I of
the Employee Retirement Income Security Act of 1974, as amended ("COBRA") and
(iv) any other amount(s) payable pursuant to the succeeding provisions of this
paragraph 6.
(b) If the Employment Period ends pursuant to paragraph 5 hereof on
Executive's sixty-fifth birthday, or if the Employment Period ends early
pursuant to paragraph 5 hereof on account of Executive's death, Retirement
(provided such Retirement is not a Termination Following a Change of Control) or
Termination for Disability, the Company shall make no further payments to
Executive except as contemplated in (a)(i), (ii) and (iii) above.
(c) If the Employment Period ends early pursuant to paragraph 5 hereof
on account of Termination for Cause, the Company shall pay Executive an amount
equal to that amount Executive would have received as salary (based on
Executive's salary then in effect) had the Employment Period remained in effect
until the later of the effective date of the Company's termination of
Executive's employment or the date thirty days after the Company's notice to
Executive of such termination. The Company shall make no further payments to
Executive except as contemplated in (a)(i), (ii) and (iii) above.
(d) If the Employment Period ends early pursuant to paragraph 5 hereof
on account of a Termination without Cause or a Termination by Executive for Good
Reason, and such termination does not constitute a Termination Following a
Change of Control, the Company shall pay to Executive amounts equal to the
amounts Executive would have received as salary (based on Executive's salary
then in effect or, if greater, Executive's Reference Salary) had the Employment
Period remained in effect for a period of twenty-four (24) months after the last
day of the month in which the Employment Period ends (in the event Executive is
entitled during the payment period to any payments under any disability benefit
plan or the like in which Executive has participated as an employee of the
Company, less such payments), payable at the times such amounts would have been
paid; provided, however, that if Executive so chooses, in his sole discretion,
such payment under this subparagraph (d) shall be made in a lump sum. In
addition, the Company shall reimburse Executive (net after taxes on the receipt
of such reimbursement) for any premiums paid by Executive for health insurance
provided to Executive (for Executive and his dependents) by the Company
subsequent to the end of the Employment Period pursuant to the requirements of
COBRA as in effect on the Effective Date. The Company shall make no
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further payments to Executive except as contemplated in (a)(i), (ii) and (iii)
above. It is expressly understood that the Company's payment obligations under
this subparagraph (d) shall cease in the event Executive breaches any of his
agreements in paragraph 7 or 8 hereof.
(e) If the Employment Period ends early pursuant to paragraph 5 hereof
on account of a Termination by Executive with Advance Notice, and such
termination does not constitute a Termination Following a Change of Control, the
Company shall make no further payments to Executive except as contemplated in
(a)(i), (ii) and (iii) above.
(f)(i) If the Employment Period ends early pursuant to paragraph 5
hereof on account of a Termination Following a Change of
Control, Executive shall be entitled to receive an amount
equal to two times the sum of (A) Executive's base salary at
the time of such termination (or, if higher, Executive's
Reference Salary) and (B) Executive's Target Bonus for the
year in which such termination occurs (or, if higher,
Executive's Target Bonus for the preceding year or the year
in which the Change of Control occurs), payable at the times
such amounts would have been paid; provided, however, that
if Executive so chooses, in his sole discretion, such
payment under this subparagraph (f)(i) shall be made in a
lump sum. In addition, the Company shall reimburse Executive
(net after taxes on the receipt of such reimbursement) for
any premiums paid by Executive for health insurance provided
to Executive (for Executive and his dependents) by the
Company subsequent to the end of the Employment Period
pursuant to the requirements of COBRA as in effect on the
Effective Date.
(ii) Notwithstanding any provision of this Agreement to the
contrary, if any amount or benefit to be paid or provided
under this Agreement or otherwise pursuant to or by reason
of any other agreement, policy, plan, program or
arrangement, including without limitation any bonus, stock
option, performance share, performance unit, stock
appreciation right or similar right, or the lapse or
termination of any restriction on or the vesting or
exercisability of any of the foregoing would be an "Excess
Parachute Payment," within the meaning of Section 280G of
the Code, or any successor provision thereto, but for the
application of this sentence, then the payments and benefits
to be paid or provided under this Agreement shall be reduced
to the minimum extent necessary (but in no event to less
than zero) so that no portion of any such payment or
benefit, as so reduced, constitutes an Excess Parachute
Payment; provided, however, that the foregoing reduction
shall be made only if and to the extent that such reduction
would result in an increase in the aggregate payment and
benefits to be provided to Executive, determined on an
after-tax basis (taking into account the excise tax imposed
pursuant to Section 4999 of the Code, or any successor
provision thereto, any tax imposed by any comparable
provision of state law, and any applicable federal, state
and local income taxes). The determination of whether any
reduction in such payments or benefits to be provided under
this Agreement is required pursuant to the preceding
sentence shall be made at the expense of the Company, if
requested by the Executive or the Company, by the
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Company's independent accountants. The fact that the
Executive's right to payments or benefits may be reduced by
reason of the limitations contained in this paragraph 6(f)
shall not of itself limit or otherwise affect any other
rights of the Executive other than pursuant to this
Agreement. In the event that any payment or benefit intended
to be provided under this Agreement is required to be
reduced pursuant to this paragraph 6(f), the Executive shall
be entitled to designate the payments and/or benefits to be
so reduced in order to give effect to this paragraph 6(f).
The Company shall provide the Executive with all information
reasonably requested by the Executive to permit the
Executive to make such designation. In the event that the
Executive fails to make such designation within 10 business
days of the Date of Termination, the Company may effect such
reduction in any manner it deems appropriate.
(g) Without limiting the rights of the Executive at law or in equity,
if the Company fails to make any payment or provide any benefit required to be
made or provided hereunder on a timely basis, the Company will pay interest on
the amount or value thereof at an annualized rate of interest equal to the
so-called composite "prime rate" as quoted from time to time during the relevant
period in the Midwest Edition of The Wall Street Journal. Such interest will be
payable as it accrues on demand. Any change in such prime rate will be effective
on and as of the date of such change.
(h) Executive shall not be required to mitigate the amount of any
payment or benefit provided for in this Agreement by seeking other employment or
otherwise.
7. Confidential Information. Executive acknowledges that the
information, observations and data obtained by him while employed by the Company
pursuant to this Agreement, as well as those obtained by him while employed by
the Company or any of its subsidiaries or affiliates or any predecessor thereof
prior to the Effective Date, concerning the business or affairs of the Company
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 Executive's acts or omissions to
act, "Confidential Information") are the property of the Company or such
subsidiary or affiliate. Therefore, Executive agrees that during the Employment
Period and for two years thereafter he shall not disclose any Confidential
Information without the prior written consent of the Chief Executive Officer of
the Company unless and except to the extent that such disclosure is (i) made in
the ordinary course of Executive's performance of his duties under this
Agreement or (ii) required by any subpoena or other legal process (in which
event Executive will give the Company prompt notice of such subpoena or other
legal process in order to permit the Company 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 Chief Executive Officer of the
Company. Executive shall deliver to the Company at the termination of the
Employment Period, or at any other time the Company may reasonably request, 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 the Company or any of its
subsidiaries or affiliates which he may then possess or have under his control.
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8. Non-Compete, Non-Solicitation.
(a) Executive acknowledges that in the course of his employment with
the Company pursuant to this Agreement he will become familiar with trade
secrets and customer lists of and other confidential information concerning the
Company, its subsidiaries, and affiliates and predecessors thereof and that his
services will be of special, unique and extraordinary value to the Company.
(b) Executive agrees that during the Employment Period and for a period
of two years after termination of his employment with the Company, 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 in 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 the Company or any of its subsidiaries or affiliates.
(c) Executive further agrees that during the Employment Period and for
a period of two years after termination of his employment with the Company, he
shall not in any manner, directly or indirectly, induce or attempt to induce any
employee of the Company or of any of its subsidiaries or affiliates to quit or
abandon his employ.
(d) Nothing in this paragraph 8 shall prohibit Executive 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
Executive has no active participation in the business of such corporation or
other entity.
(e) If, at the time of enforcement of this paragraph, 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.
9. Enforcement. Because Executive's services are unique and because
Executive has access to Confidential Information and work product, the parties
hereto agree that the Company would be damaged irreparably in the event any of
the provisions of paragraph 8 hereof were not performed in accordance with their
specific terms or were otherwise breached and that money damages would be an
inadequate remedy for any such non-performance or breach. Therefore, the Company
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).
10. Executive Representations. Executive represents and warrants to the
Company that (i) the execution, delivery and performance of this Agreement by
Executive does not and will not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which Executive is a party or by which he is bound, (ii)
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Executive is not a party to or bound by any employment agreement, noncompete
agreement or confidentiality agreement with any other person or entity, and
(iii) upon the execution and delivery of this Agreement by the Company, this
Agreement shall be the valid and binding obligation of Executive, enforceable in
accordance with its terms.
11. Survival. Subject to any limits on applicability contained therein,
paragraphs 7 and 8 hereof shall survive and continue in full force in accordance
with their terms notwithstanding any termination of the Employment Period.
12. Notices. Any notice provided for in this Agreement shall be in
writing and shall be either personally delivered, sent by reputable overnight
carrier or mailed by first class mail, return receipt requested, to the
recipient at the address below indicated:
Notices to Executive:
--------------------
Darrell Denny
24632 Devonport Circle
Laguna Hills, CA 92653
Notices to the Company:
----------------------
Mr. Thomas L. Kemp
Chief Executive Officer
Penton Media, Inc.
1100 Superior Avenue
Cleveland, OH 44114
or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement will be deemed to have been given when so delivered,
sent or mailed.
13. Severability. Whenever possible, each provision of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
14. Payment of Certain Costs and Expenses.
(a) Prevailing Party's Litigation Expenses. In the event of litigation
between the Company and Executive related to this Agreement, the non-prevailing
party shall reimburse the prevailing party for any costs and expenses (including
without limitation attorneys' fees) reasonably incurred by the prevailing party
in connection therewith.
(b) Change of Control of the Company. Without limiting the generality
of (a) above, in the event that there is a Change of Control of the Company, if
it should appear to
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Executive that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes
or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or proceeding designed to deny, or
to recover from, Executive the benefits provided or intended to be provided to
Executive hereunder, the Company irrevocably authorizes Executive from time to
time to retain counsel of Executive's choice, at the expense of the Company as
hereafter provided, to advise and represent Executive in connection with any
such interpretation, enforcement or defense, including without limitation the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any Director, officer, shareholder or other person
affiliated with the Company, in any jurisdiction. Notwithstanding any existing
or prior attorney-client relationship between the Company and such counsel, the
Company irrevocably consents to Executive's entering into an attorney-client
relationship with such counsel, and in that connection the Company and Executive
agree that a confidential relationship will exist between Executive and such
counsel. Without respect to whether Executive prevails, in whole or in part, in
connection with any of the foregoing, the Company will pay and be solely
financially responsible for any and all attorneys' and related fees and expenses
incurred by Executive in connection with any of the foregoing.
(c) Source of Payments. Except as otherwise specified herein, in the
event a Change of Control occurs, any payments to Executive pursuant to this
Agreement and the performance of the Company's obligations hereunder shall be
secured by amounts deposited or to be deposited in a trust established by the
Company for the benefit of Executive (and, at the Company's option, for the
benefit of other executives of the Company who are entitled to payments similar
to those provided in this Agreement) (the "Trust"). The Company shall transfer
to such Trust assets from which all or a portion of the payments provided under
this Agreement are to be paid, provided that such assets of the Trust shall at
all times be subject to the claims of general unsecured creditors of the Company
and that neither Executive nor any other person entitled to payments through the
Trust shall at any time have a prior claim to such assets. Any payments to
Executive under this Agreement that are not paid through the Trust shall be paid
from the Company's general assets, and Executive shall have the status of a
general unsecured creditor with respect to the Company's obligations to make
payments under this Agreement.
15. Complete Agreement. This Agreement embodies the complete agreement
and understanding between the parties with respect to the subject matter hereof
and effective as of its date supersedes and preempts any prior understandings,
agreements or representations by or between the parties, written or oral, which
may have related to the subject matter hereof in any way.
16. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed to be an original and both of which
taken together shall constitute one and the same agreement.
17. Successors and Assigns. This Agreement shall bind and inure to the
benefit of and be enforceable by Executive, the Company and their respective
heirs, executors, personal representatives, successors and assigns, except that
neither party may assign any of his or its rights or delegate any of his or its
obligations hereunder without the prior written consent of the other party.
Executive hereby consents to the assignment by the Company of all of its
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rights and obligations hereunder to any successor to the Company by merger or
consolidation or purchase of all or substantially all of the Company's assets,
provided such transferee or successor assumes the liabilities of the Company
hereunder.
18. Choice of Law. This Agreement shall be governed by the internal
law, and not the laws of conflicts, of the State of Ohio.
19. Amendment and Waiver. The provisions of this Agreement may be
amended or waived only with the prior written consent of the Company and
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date written below.
PENTON MEDIA, INC.
Date: ___________, 2000 By
------------------------------
Thomas L. Kemp
Chief Executive Officer
Date: ___________, 2000
--------------------------
Darrell Denny
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PENTON MEDIA, INC.
PERFORMANCE SHARES AGREEMENT
This AGREEMENT (this "Agreement") is made as of October 15, 2000 (the
"Date of Grant"), by and between Penton Media, Inc. a Delaware corporation (the
"Company"), and Darrell Denny ("Grantee").
1. GRANT OF PERFORMANCE SHARE RIGHTS. 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"), the Company hereby
grants to Grantee as of the Date of Grant the right to receive up to 15,000
Performance Shares (the "Target Performance Shares"). Subject to the attainment
of the performance goals set forth in Section 2 hereof, this grant enables
Grantee to earn up to 150% of the Target Performance Shares for issuance to
Grantee pursuant to Section 4 hereof.
2. EARNING OF AWARD. (a) Grantee's right to receive Performance Shares
with respect to 7,500 of the Target Performance Shares shall be determined on
the basis of the growth of the revenues of the Lifestyle Media division of the
Company, which will include the New Hope Natural Media division and
Healthwell.com Inc. (the "Division"), over the three year period from January 1,
2001 through December 31, 2003, as compared to the revenues of the Division for
calendar year 2000, as follows:
If the audited financial statements of the Division for calendar years
2001 through 2003 reflect an increase, expressed as a percentage, in
the average revenues of the Division for calendar years 2001, 2002 and
2003 over the revenues of the Division for calendar year 2000 equal to
a percentage set forth on Annex A (the "Revenue Target"), then Grantee
shall earn the corresponding number of Performance Shares set forth
opposite such percentage on Annex A.
(b) Grantee's right to receive Performance Shares with respect to 7,500
of the Target Performance Shares shall be determined on the basis of the growth
of the earnings before interest, taxes, depreciation and amortization ("EBITDA")
of the Division over the three year period from January 1, 2001 through December
31, 2003, as compared to the EBITDA of the Division for calendar year 2000 as
follows:
If the audited financial statements of the Division for calendar years
2001 through 2003 reflect an increase, expressed as a percentage, in
the average EBITDA of the Division for calendar years 2001, 2002 and
2003 over the EBITDA of the Division for calendar year 2000 equal to a
percentage set forth on Annex B (the "EBITDA Target"), then Grantee
shall earn the corresponding number of Performance Shares set forth
opposite such percentage on Annex B.
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(c) In the case of any acquisition of a business by the Division during
calendar years 2001 through 2003, the Revenue Target and the EBITDA Target shall
be increased by the revenue and EBITDA of the acquired business for the twelve
full calendar months preceding the consummation of the acquisition. In the case
of an acquisition during 2003, the revenue and EBITDA of the acquired business
for the portion of 2003 that preceded the consummation of the acquisition shall
be treated as revenue and EBITDA of the Division.
(d) In the case of any disposition of a business by the Division during
calendar years 2001 through 2003, the Revenue Target and the EBITDA Target shall
be decreased by the revenue and EBITDA of the disposed of business for the
twelve full calendar months preceding the consummation of the disposition. In
the case of a disposition during 2003, the revenue and EBITDA of the disposed of
business for the portion of 2003 that preceded the consummation of the
disposition shall not be considered as revenue and EBITDA of the Division.
3. FORFEITURE OF AWARD. (a) Except as and to the extent provided in
Section 3(b) hereof, Grantee's right to receive the Performance Shares shall be
forfeited automatically and without further notice on the date that Grantee
ceases to be an employee of the Company or a Subsidiary prior to December 31,
2003.
(b) Notwithstanding Section 3(a) hereof, Grantee shall be deemed to
have earned and shall not forfeit all or a portion of the Performance Shares
upon his termination of employment with the Company and its subsidiaries prior
to December 31, 2003 in certain circumstances as follows:
(i) If Grantee dies or is disabled before December 31, 2003,
Grantee shall be deemed to have earned as of the date of such death or
disability the number of Performance Shares that would have been earned as
of such date had the performance criteria set forth in Section 2 been
applied for the period ending on such date, multiplied by a fraction, the
numerator of which is the number of whole or partial months from January
1, 2001 through such date and the denomination of which is 36. For any
period for which audited financial statements are not available for
purposes of this Section 3(b)(i), the Company's interim unaudited
financial statements shall be used.
(ii) Grantee shall be deemed to have earned all of the Target
Performance Shares if he is employed by the Company or a Subsidiary upon a
Change of Control prior to December 31, 2003.
4. ISSUANCE OF PERFORMANCE SHARES. The Performance Shares shall be
issuable to Grantee as soon as practicable after they are earned in accordance
with Section 2 hereof.
5. TRANSFERABILITY. Grantee's right to receive the Performance Shares
shall not be transferable nor assignable by Grantee other than by will or by the
laws of descent and distribution.
6. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall
confer upon Grantee any right with respect to continuance of employment by the
Company or any
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Subsidiary, nor limit or affect in any manner the right of the Company or any
Subsidiary to terminate the employment or adjust the compensation of Grantee.
7. TAXES AND WITHHOLDING. 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 Performance Shares, and the amounts available to the
Company for such withholding are insufficient, it shall be a condition to the
issuance of the Performance Shares that Grantee shall pay such taxes or make
provisions that are satisfactory to the Company for the payment thereof.
8. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to
comply with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Performance Shares
shall not be issued if the issuance thereof would result in a violation of any
such law.
9. ADJUSTMENTS. The Board may make or provide for such adjustments in
the number of Performance Shares covered by this Agreement and in the kind of
shares covered thereby as the Board, in its sole discretion, exercised in good
faith, may determine is equitably required to prevent dilution or enlargement of
Grantee's rights that otherwise would result from (a) any stock dividend, stock
split, combination of shares, recapitalization, or other change in the capital
structure of the Company, (b) any merger, consolidation, spin-off, split-off,
spin-out, split-up, reorganization, partial or complete liquidation, or other
distribution of assets or issuance of rights or warrants to purchase securities,
or (c) any other corporate transaction or event having an effect similar to any
of the foregoing. In the event of any such transaction or event, the Board, in
its discretion, may provide in substitution for the Performance Shares such
alternative consideration as it may determine to be equitable in the
circumstances and may require in connection therewith the surrender of the
Performance Shares.
10. AVAILABILITY OF COMMON STOCK. The Company shall at all times until
the earning or forfeiture of the Performance Shares reserve and keep available,
either in its treasury or out of its authorized but unissued shares of Common
Stock, the full number of Performance Shares deliverable upon the earning of the
Performance Shares awarded under this Agreement.
11. AMENDMENTS. Any amendment to the Plan shall be deemed to be an
amendment to this Agreement to the extent that the amendment is applicable
hereto; provided, however, that no amendment shall adversely affect the rights
of Grantee under this Agreement without Grantee's consent.
12. SEVERABILITY. In the event that one or more of the provisions of
this Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable from
the other provisions hereof, and the remaining provisions hereof shall continue
to be valid and fully enforceable.
13. RELATION TO PLAN. This Agreement is subject to the terms and
conditions of the Plan. In the event of any inconsistency between the provisions
of this Agreement and the Plan, the Plan shall govern. Capitalized terms used
herein without definition shall have the meanings
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assigned to them in the Plan. The Board acting pursuant to the Plan, as
constituted from time to time, shall, except as expressly provided otherwise
herein, have the right to determine any questions which arise in connection with
the grant of Performance Shares.
14. SUCCESSORS AND ASSIGNS. Without limiting Section 6 hereof, the
provisions of this Agreement shall inure to the benefit of, and be binding upon,
the successors, administrators, heirs, legal representatives and assigns of
Grantee, and the successors and assigns of the Company.
15. GOVERNING LAW. The interpretation, performance, and enforcement of
this Agreement shall be governed by the laws of the State of Ohio, without
giving effect to the principles of conflict of laws thereof.
16. NOTICES. Any notice to the Company provided for herein shall be in
writing to the Company and any notice to Grantee shall be addressed to Grantee
at his or her address on file with the Company. Except as otherwise provided
herein, any written notice shall be deemed to be duly given if and when
delivered personally or deposited in the United States mail, first class
certified or registered mail, postage and fees prepaid, return receipt
requested, and addressed as aforesaid. Any party may change the address to which
notices are to be given hereunder by written notice to the other party as herein
specified (provided that for this purpose any mailed notice shall be deemed
given on the third business day following deposit of the same in the United
States mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed on its behalf by its duly authorized officer and Grantee has also
executed this Agreement in duplicate, as of the day and year first above
written.
PENTON MEDIA, INC.
Date: ___________________ By: _______________________
Thomas L. Kemp
Chief Executive Officer
The undersigned Grantee hereby acknowledges receipt of an executed
original of this Performance Shares Agreement.
Date: ___________________ _______________________
Darrell Denny
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ANNEX A
AVERAGE REVENUE
GROWTH RATE PERCENTAGE PERFORMANCE SHARES EARNED
Equal to or Greater
Than:: But Less Than:
0% 5% 0 Performance Shares Earned
5% 6% 1,250 Performance Shares Earned
6% 7% 2,500 Performance Shares Earned
7% 8% 3,750 Performance Shares Earned
8% 9% 5,000 Performance Shares Earned
9% 10% 6,250 Performance Shares Earned
10% 11% 7,500 Performance Shares Earned
11% 12% 8,250 Performance Shares Earned
12% 13% 9,000 Performance Shares Earned
13% 14% 9,750 Performance Shares Earned
14% 15% 10,500 Performance Shares Earned
15% or more 11,250 Performance Shares Earned
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ANNEX B
AVERAGE REVENUE
GROWTH RATE PERCENTAGE PERFORMANCE SHARES EARNED
Equal to or Greater
Than:: But Less Than:
0% 6% 0 Performance Shares Earned
6% 7% 750 Performance Shares Earned
7% 8% 1,500 Performance Shares Earned
8% 9% 2,250 Performance Shares Earned
9% 10% 3,000 Performance Shares Earned
10% 11% 3,750 Performance Shares Earned
11% 12% 4,500 Performance Shares Earned
12% 13% 5,250 Performance Shares Earned
13% 14% 6,000 Performance Shares Earned
14% 15% 6,750 Performance Shares Earned
15% 16% 7,500 Performance Shares Earned
16% 17% 8,250 Performance Shares Earned
17% 18% 9,000 Performance Shares Earned
18% 19% 9,750 Performance Shares Earned
19% 20% 10,500 Performance Shares Earned
20% or more 11,250 Performance Shares Earned
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PENTON MEDIA, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
This AGREEMENT (this "Agreement") is made as of October 15, 2000 (the "Date
of Grant"), by and between Penton Media, Inc. a Delaware corporation (the
"Company"), and Darrell Denny (the "Optionee").
1. GRANT OF STOCK OPTION. 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"), the Company hereby grants to
the Optionee as of the Date of Grant a stock option (the "Option") to
purchase 20,000 shares of Common Stock (the "Optioned Shares"). The Option
may be exercised from time to time in accordance with the terms of this
Agreement. The price at which the Optioned Shares may be purchased pursuant
to the Option shall be $28.3750 per share subject to adjustment as
hereinafter provided (the "Option Price"). The Option is intended to be a
nonqualified stock option and shall not be treated as an "incentive stock
option" within the meaning of that term under Section 422 of the Code, or
any successor provision thereto.
2. TERM OF OPTION. The term of the Option shall commence on the Date of Grant
and, unless earlier terminated in accordance with Section 6 hereof, shall
expire ten (10) years from the Date of Grant.
3. RIGHT TO EXERCISE. Subject to Section 6 hereof, the Option will be
exercisable in whole at any time and in part from time to time after the
third anniversary of the Date of Grant but prior to the tenth anniversary
of the Date of Grant; provided, however that:
a. in the event that the employment with the Company and its
Subsidiaries terminates prior to the third anniversary of the Date of Grant
on account of (i) the Optionee's retirement at or after age 65, (ii) the
death of the Optionee if such death occurs while the Optionee is employed
by the Company or any Subsidiary or (iii) the Optionee's permanent and
total disability if the Optionee becomes permanently and totally disabled
while an employee of the Company or any Subsidiary, the Option will
thereupon become exercisable immediately with respect to all of the
Optioned Shares; and
b. in the event that employment with the Company and its Subsidiaries
terminates prior to the third anniversary of the Date of Grant other than
on account of retirement at or after age 65, death or permanent and total
disability, the Option will thereupon become exercisable immediately (i) as
to 33 1/3% of the Optioned Shares if such termination occurs on or after
the first anniversary of the Date of Grant but prior to the second
anniversary of the Date of Grant, and (ii) as to 66 2/3% of the Optioned
Shares if such termination occurs on
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or after the second anniversary of the Date of Grant but prior to the third
anniversary of the Date of Grant.
Notwithstanding the foregoing, in no event shall the Optionee be
entitled to acquire a fraction of one Optioned Share pursuant to the
Option. The Optionee shall be entitled to the privileges of ownership with
respect to Optioned Shares purchased and delivered to the Optionee upon the
exercise of all or part of the Option.
4. OPTION NONTRANSFERABLE. The Option granted hereby shall be neither
transferable nor assignable by the Optionee other than by will or by the
laws of descent and distribution and may be exercised, during the lifetime
of the Optionee, only by the Optionee, or in the event of his or her legal
incapacity, by his or her guardian or legal representative acting on behalf
of the Optionee in a fiduciary capacity under state law and court
supervision.
5. NOTICE OF EXERCISE; PAYMENT. To the extent then exercisable, the Option may
be exercised by written notice to the Company stating the number of
Optioned Shares for which the Option is being exercised and the intended
manner of payment. Payment equal to the aggregate Option Price of the
Optioned Shares for which the Option is being exercised shall be tendered
in full with the notice of exercise to the Company in cash in the form of
currency or check or other cash equivalent acceptable to the Company. The
Optionee may also tender the Option Price by (a) the actual or constructive
transfer to the Company of nonforfeitable, nonrestricted shares of Common
Stock that have been owned by the Optionee for (i) more than one year prior
to the date of exercise and for more than two years from the date on which
the option was granted, if they were originally acquired by the Optionee
pursuant to the exercise of an incentive stock option, within the meaning
of Section 422 of the Code or (ii) more than six months prior to the date
of exercise, if they were originally acquired by the Optionee other than
pursuant to the exercise of an incentive stock option, or (b) by any
combination of the foregoing methods of payment, including a partial tender
in cash and a partial tender in nonforfeitable, nonrestricted shares of
Common Stock. Nonforfeitable, nonrestricted shares of Common Stock that are
transferred by the Optionee in payment of all or any part of the Option
Price shall be valued on the basis of their Market Value per Share. The
requirement of payment in cash shall be deemed satisfied if the Optionee
makes arrangements that are satisfactory to the Company with a broker that
is a member of the National Association of Securities Dealers, Inc. to sell
on the exercise date a sufficient number of Optioned Shares that are being
purchased pursuant to the exercise, so that the net proceeds of the sale
transaction will at least equal the amount of the aggregate Option Price
plus payment of any applicable withholding taxes, and pursuant to which the
broker undertakes to deliver to the Company the amount of the aggregate
Option Price plus payment of any applicable withholding taxes on a date
satisfactory to the Company, but not later than the date on which the sale
transaction will settle in the ordinary course of business. As a further
condition precedent to the exercise of the Option, the Optionee shall
comply with all regulations and requirements of any regulatory authority
having control of, or
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supervision over, the issuance of shares of Common Stock and in connection
therewith shall execute any documents that the Board shall in its sole
discretion deem necessary or advisable. The date of the Optionee's written
notice shall be the exercise date.
6. TERMINATION OF AGREEMENT. This Agreement and the Option granted hereby
shall terminate automatically and without further notice on the earliest of
the following dates:
(a) One (1) year after the Optionee's retirement at or after age 65;
(b) One (1) year after the Optionee's death if such death occurs while
the Optionee is employed by the Company or any Subsidiary;
(c) One (1) year after the Optionee's permanent and total disability,
if the Optionee becomes permanently and totally disabled while an employee
of the Company or any Subsidiary;
(d) Except as provided on a case-by-case basis, thirty (30) calendar
days after the Optionee ceases to be an employee of the Company and the
Subsidiaries for any reason other than as described in Section 6(a), 6(b)
or 6(c) hereof; or
(e) Ten (10) years from the Date of Grant.
In the event that the Optionee's employment is terminated for cause, this
Agreement shall terminate at the time of such termination notwithstanding
any other provision of this Agreement and the Optionee's option will cease
to be exercisable to the extent exercisable as of such termination and will
not become exercisable after such termination. For purposes of this
provision, "cause" shall mean the Optionee shall have committed prior to
termination of employment any of the following acts:
(i) an intentional act of fraud, embezzlement, theft, or any other
material violation of law in connection with the Optionee's
duties or in the course of the Optionee's employment;
(ii) intentional wrongful damage to material assets of the Company or
any Subsidiary;
(iii) intentional wrongful disclosure of material confidential
information of the Company or any Subsidiary;
(iv) intentional wrongful engagement in any competitive activity that
would constitute a material breach of the duty of loyalty to the
Company or any Subsidiary; or
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(v) intentional breach of any stated material employment policy of
the Company or any Subsidiary.
This Agreement shall not be exercisable for any number of Optioned Shares
in excess of the number of Optioned Shares for which this Agreement is then
exercisable, pursuant to Sections 3 and 7 hereof, on the date of
termination of employment. For the purposes of this Agreement, the
continuous employment of the Optionee with the Company shall not be deemed
to have been interrupted, and the Optionee shall not be deemed to have
ceased to be an employee of the Company, by reason of the transfer of his
or her employment among the Company and the Subsidiaries or a leave of
absence approved by the Board.
7. ACCELERATION OF OPTION. The Option granted hereby shall become immediately
exercisable in full in the event of (i) a Change of Control, (ii) the
Optionee's retirement at or after age 65, (iii) the death of the Optionee
if such death occurs while the Optionee is employed by the Company or any
Subsidiary or (iv) the Optionee's permanent and total disability if the
Optionee becomes permanently and totally disabled while an employee of the
Company or any Subsidiary.
8. NO EMPLOYMENT CONTRACT. Nothing contained in this Agreement shall confer
upon the Optionee any right with respect to continuance of employment by
the Company or any Subsidiary, nor limit or affect in any manner the right
of the Company or any Subsidiary to terminate the employment or adjust the
compensation of the Optionee.
9. TAXES AND WITHHOLDING. To the extent that the Company shall be required to
withhold any federal, state, local or foreign taxes in connection with the
exercise of the Option, and the amounts available to the Company for such
withholding are insufficient, it shall be a condition to the exercise of
the Option that the Optionee shall pay such taxes or make provisions that
are satisfactory to the Company for the payment thereof. The Optionee may
elect to satisfy all or any part of any such withholding obligation by (a)
surrendering to the Company a portion of the Optioned Shares that are
issued or transferred to the Optionee upon the exercise of the Option, and
the Optioned Shares so surrendered by the Optionee shall be credited
against any such withholding obligation at the Market Value per Share of
such shares on the date of such surrender or (b) utilizing the broker
assistance arrangement provided in Section 5.
10. COMPLIANCE WITH LAW. The Company shall make reasonable efforts to comply
with all applicable federal and state securities laws; provided, however,
notwithstanding any other provision of this Agreement, the Option shall not
be exercisable if the exercise thereof would result in a violation of any
such law.
11. ADJUSTMENTS. The Board may make or provide for such adjustments in the
number of Optioned Shares covered by the Option, in the Option Price
applicable to the Option, and in the kind of shares covered thereby, as the
Board, in its sole discretion,
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exercised in good faith, may determine is equitably required to prevent
dilution or enlargement of the Optionee's rights that otherwise would
result from (a) any stock dividend, stock split, combination of shares,
recapitalization, or other change in the capital structure of the Company,
(b) any merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization, partial or complete liquidation, or other distribution of
assets or issuance of rights or warrants to purchase securities, or (c) any
other corporate transaction or event having an effect similar to any of the
foregoing. In the event of any such transaction or event, the Board, in its
discretion, may provide in substitution for the Option such alternative
consideration as it may determine to be equitable in the circumstances and
may require in connection therewith the surrender of the Option.
12. AVAILABILITY OF COMMON STOCK. The Company shall at all times until the
expiration of the Option reserve and keep available, either in its treasury
or out of its authorized but unissued shares of Common Stock, the full
number of Optioned Shares deliverable upon the exercise of the Option.
13. AMENDMENTS. Any amendment to the Plan shall be deemed to be an amendment to
this Agreement to the extent that the amendment is applicable hereto;
provided, however, that no amendment shall adversely affect the rights of
the Optionee under this Agreement without the Optionee's consent.
14. SEVERABILITY. In the event that one or more of the provisions of this
Agreement shall be invalidated for any reason by a court of competent
jurisdiction, any provision so invalidated shall be deemed to be separable
from the other provisions hereof, and the remaining provisions hereof shall
continue to be valid and fully enforceable.
15. RELATION TO PLAN. This Agreement is subject to the terms and conditions of
the Plan. In the event of any inconsistency between the provisions of this
Agreement and the Plan, the Plan shall govern. Capitalized terms used
herein without definition shall have the meanings assigned to them in the
Plan. The Board acting pursuant to the Plan, as constituted from time to
time, shall, except as expressly provided otherwise herein, have the right
to determine any questions which arise in connection with the Option or its
exercise.
16. SUCCESSORS AND ASSIGNS. Without limiting Section 4 hereof, the provisions
of this Agreement shall inure to the benefit of, and be binding upon, the
successors, administrators, heirs, legal representatives and assigns of the
Optionee, and the successors and assigns of the Company.
17. GOVERNING LAW. The interpretation, performance, and enforcement of this
Agreement shall be governed by the laws of the State of Ohio, without
giving effect to the principles of conflict of laws thereof.
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18. NOTICES. Any notice to the Company provided for herein shall be in writing
to the Company and any notice to the Optionee shall be addressed to the
Optionee at his or her address on file with the Company. Except as
otherwise provided herein, any written notice shall be deemed to be duly
given if and when delivered personally or deposited in the United States
mail, first class certified or registered mail, postage and fees prepaid,
return receipt requested, and addressed as aforesaid. Any party may change
the address to which notices are to be given hereunder by written notice to
the other party as herein specified (provided that for this purpose any
mailed notice shall be deemed given on the third business day following
deposit of the same in the United States mail).
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on
its behalf by its duly authorized officer and Optionee has also executed
this Agreement in duplicate, as of the day and year first above written.
PENTON MEDIA, INC.
By:
------------------------------
Thomas L. Kemp
Chief Executive Officer
The undersigned Optionee hereby acknowledges receipt of an executed original of
this Stock Option Agreement.
Optionee:
-------------------------
Darrell Denny
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PENTON MEDIA, INC.
Promissory Note
Dated: November 2, 2000
For value received, Darrell Denny, an individual whose residence is located
at 24632 Devonport Circle; Laguna Hills, California 92653 (the "Maker"), hereby
promises to pay to Penton Media, Inc. (the "Holder"), or any successor by
merger, acquisition or otherwise, on or before the fifth anniversary of the
first Drawdown Date (as defined below) (the "Maturity Date"), the aggregate
principal amount of all loans made by the Holder to the Maker hereunder,
together with interest thereon as hereinafter provided.
Upon the terms and subject to the conditions hereof, the Holder agrees to
make advances (each advance, a "Loan") from time to time to the Maker for a
period of time not to exceed six (6) months following the date hereof, in an
aggregate principal amount not to exceed $1,000,000. In order to request a Loan,
Maker shall hand deliver or telecopy a request for an advance to the Holder,
which request shall specify (i) the date the Loan is to be made to the Maker
(the "Drawdown Date") and (ii) the amount of the Loan to be made, together with
any other documentation reasonably requested by the Holder to demonstrate that
the proceeds of the Loan will be used for the purposes described below. Each
Loan shall bear interest, compounded semiannually, at a rate equal to the
applicable interest rate (as defined in the Internal Revenue Code of 1986, as
amended (the "Code") for purposes of Section 7872 of the Code) as published by
the Internal Revenue Service and applicable to each Loan as of its respective
Drawdown Date.
The Holder will endorse on the grid attached to this Note the amount of
each Loan made, the Drawdown Date thereof and the interest rate applicable
thereto, as well as the amount of any funds received by the Holder from the
Maker on account of principal or interest on any Loan. Payments of principal
shall be applied by the Holder to the Loans in chronological order of Drawdown
Date. The entries made on the grid shall be prima facie evidence of the
existence and amount of the obligations therein recorded; provided, however,
that the failure of the Holder to maintain such grid or provide entries thereto,
or any errors therein, shall not affect in any manner the obligation of the
Maker to repay the Loans.
Principal and interest shall be payable in lawful money of the United
States of America, in immediately available funds, or by the transfer to the
Holder of shares of common stock, par value $.01, of the Holder ("Common Stock")
owned by the Maker or shares of common stock of any holder of this note as
successor to the Holder by merger, acquisition or otherwise, or by a combination
of the foregoing, at the principal office of the Holder or at such other place
as the Holder may designate from time to time in writing to the Maker. Common
Stock used to pay principal or interest shall have a value per share equal to
the closing price for a share of Common Stock on the New York Stock Exchange on
the date of payment.
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The proceeds of this Note may be used only to purchase Common Stock.
Principal or interest due on this Note may be prepaid at any time or from time
to time, in whole or in part, without any premium or penalty. Any such
prepayment shall be applied first against unpaid interest and then against
principal. The unpaid principal amount of this Note, together with any accrued
and unpaid interest thereon, shall be and become immediately due and payable
prior to the Maturity Date without notice or demand, at the option of the
Holder, upon the occurrence of any of the following events:
(a) one hundred and twenty (120) days pass, following the termination
of the Maker's employment with Penton Media, Inc. or any of its subsidiaries,
with or without cause, for any reason or for no reason, other than by reason of
the total and permanent disability of the Maker;
(b) the failure of the Maker to pay his debts as they become due, the
insolvency of the Maker, the filing by or against the Maker of any petition
under the United States Bankruptcy Code (or the filing of any similar petition
under the insolvency law of any jurisdiction), or the making by the Maker of an
assignment or trust mortgage for the benefit of creditors or the appointment of
a receiver, custodian or similar agent with respect to, or the taking by any
such person of possession of, any property of the Maker;
(c) the issuance of any writ of attachment, by trustee process or
otherwise, or any restraining order or injunction not removed, repealed or
dismissed within thirty (30) days of issuance, against or affecting the person
or property of the Maker or any liability or obligation of the Maker to the
Holder; or
(d) any breach by the Maker of any of the Maker's duties or obligations
under the terms of this Note which fails to be remedied by the Maker within one
hundred twenty (120) days of notification of such breach.
Nothing in this Note restricts the Maker from selling or otherwise
disposing of any of his assets, including any "margin stock" (as defined in
Regulation U of the Board of Governors of the Federal Reserve System), and this
Note is not directly or indirectly secured by any "margin stock". By its
acceptance of this Note, the Holder agrees that it has extended the credit
evidenced hereby in good faith without any reliance upon any "margin stock" as
collateral for the extension or maintenance of the credit evidenced hereby.
In case any payment herein provided for shall not be paid when due, the
Maker further promises to pay all costs of collection, including all reasonable
attorneys' fees, to the extent permitted by law.
No delay or omission on the part of the Holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right of the
Holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. The
Maker hereby waives presentment, demand, notice of prepayment, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note. The undersigned hereby assents
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to any indulgence and any extension of time for payment of any indebtedness
evidenced hereby granted or permitted by the Holder.
This Note shall be governed by and construed in accordance with, the
internal substantive laws of the State of Ohio.
PENTON MEDIA, INC.
-----------------------------
By:
Its:
-----------------------------
Darrell Denny
- -----------------------
Witness
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SCHEDULE I
LOAN AND REPAYMENT SCHEDULE
AMOUNT OF UNPAID
INTEREST PRINCIPAL PRINCIPAL
DATE AMOUNT OF LOAN RATE REPAYMENT BALANCE NOTATION MADE BY