EXHIBIT 10.7.1
EMPLOYMENT AGREEMENT
Agreement, dated as of December 18th, 2000 between Key3Media Group,
Inc., a Delaware corporation (the "Employer" or the "Company"), and Xxxxx X.
Xxxxxxxxxx (the "Executive").
WHEREAS, pursuant to an employment agreement dated as of March 3,
2000 (the "Prior Employment Agreement"), Executive has served as the President
and Chief Operating Officer of the Employer and President and Chief Executive
Officer off Key3Media Events, Inc., a wholly owned subsidiary of the Employer
("Events") engaged in the business of conducting trade shows, conferences and
other events (the "Business");
WHEREAS, The Employer and Executive desire that Executive continue
as the President and Chief Operating Officer of the Employer and President and
Chief Executive Officer of Events;
THEREFORE, in consideration of the premises and the respective
covenants and agreements herein contained, the parties hereto agree as follows:
1. Employment
Executive shall be employed by Employer in the capacity of
Vice-Chairman and Chief Operating Officer. Further, throughout the term of this
Agreement, Employer
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shall cause Events to employ Executive as its Vice-Chairman and
Chief Executive Officer. No executive or other employee of Employer
or Events, other than Xxxxxxx X. Xxxxx ("Xxxxx"), Chairman and Chief
Executive Officer of Employer and Chairman of Events, shall hold a
position, stature, title or powers higher or greater than or equal
to those of Executive. Executive shall report directly to Xxxxx. The
Executive will devote his full business time, and use his best
efforts, to serve the Employer and Events in the described
capacities, on the terms and conditions set forth herein. The
Executive will have full authority and power to manage the Business
consistent with his position and the reasonable directions of the
Board of Directors of Employer (the "Board"). Executive may continue
his memberships on the boards of directors of the corporations
listed on Schedule 1 as well as on additional boards with the
consent of the Board, which shall not be unreasonably withheld.
Further, Executive may participate in industry boards, committees
and other trade organization activities. For purposes of this
paragraph, Xxxxx shall include Xxxxx'x successor in the event that
Xxxxx'x employment with the Company ceases for any of the type of
reasons referred to in paragraph 5(b) below ("Xxxxx Successor").
2. Term
Unless sooner terminated as contemplated herein, the term of
employment of the Executive under this Agreement
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will commence on January 1, 2001 and end on December 31, 2004. In the event
Xxxxx'x employment with the Company ceases for any reason other than for any of
the type of reasons referred to in paragraph 5(b) below, then Executive shall
have the right, at his option, to early terminate this Agreement upon providing
Employer with written notice of his exercise of said option not more than thirty
(30) days after the effective date of Xxxxx'x termination and this Agreement
shall terminate effective at the end of the thirtieth (3Oth) day following
delivery of said notice to Employer. Further, in the event that Xxxxx'x
employment with the Company ceases for any of the type of reasons referred to in
paragraph 5(b) below, then Executive shall have the right, at his option, to
early terminate this Agreement upon providing Employer with written notice of
his exercise of said option not more than thirty (30) days after the effective
date of Xxxxx'x termination and this Agreement shall terminate effective as of
(and Executive shall continue to perform his obligations hereunder until) the
end of a transition period of reasonable duration, but in no event longer than
one (1) year.
3. Place of Performance
The Executive's employment will be based in the greater Boston,
Massachusetts metropolitan area.
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4. Compensation and Related Matters
(a) Salary. During the term of the Executive's employment, the
Employer will pay to the Executive a base salary of not less than $950,000 on an
annualized basis, payable no less frequently than monthly.
(b) Performance Bonus.
(i) The Executive will receive an annual performance bonus equal to
forty percent (40%) of the annual performance bonus received by Xxxxx.
(ii) In the event that a Xxxxx Successor has replaced Xxxxx, then
the annual performance bonus of the Executive will be based upon the growth in
the EBITDA of the Business after calendar year 2000. For these purposes,
"EBITDA" for any year means the consolidated reported earnings of Employer for
that year, as adjusted to (w) add back interest, taxes, depreciation and
amortization, all as determined by the independent auditors of the Employer
applying generally accepted accounting principles, (x) exclude unusual
non-recurring items, such as gains or losses on the sale of a major business
unit, (y) exclude charges related to this performance bonus and any
substantially similar performance bonus granted to the chairman, chief executive
officer, chief financial officer, chief technology officer or general counsel of
Employer, or any other earnings related bonuses exceeding $150,000 on an
annualized basis, and (z) exclude any charges to earnings attributable
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to payments to affiliates which are in excess of fair market value of goods sold
or services rendered. EBITDA for calendar year 2000 shall be adjusted by the
Compensation Committee of the Board to reflect a normalized situation, taking
into account special costs and expenses which may be incurred in that year.
(A) The amount of performance bonus for each year will be based on
the incremental growth in EBITDA for that year over the prior year (or earlier
prior year if there has been an interim decrease in EBITDA) where the increments
are as follows:
---------------------------------------------------------------------
Incremental growth Applicable
in EBITDA Percentage
---------------------------------------------------------------------
less than or equal to 8% 0
---------------------------------------------------------------------
greater that 8%, but less
than or equal to 10% 0.8%
---------------------------------------------------------------------
greater than 10%, but less
than or equal to 15% 1.6%
---------------------------------------------------------------------
more than 15% 2.0%
---------------------------------------------------------------------
The performance bonus will then be determined by multiplying the incremental
growth in EBITDA by the Applicable Percentage.
The bonus formula is illustrated by the following examples: Assume
EBITDA is $100 in 2000 and $113 in 2001. The percentage increase is therefore
13% and the amount of increase is $13. The performance bonus is calculated as
1.6% times $13 = $0.208, the 13% growth yielding an Applicable Percentage of
l.6%. Assume EBITDA for 2002 is $1.40. The percentage increase is 140 - 113/113
= 23.9%, and amount of increase is $27. The performance bonus is calculated 2%
times $27 = $0.54.
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(B) If there is a change in fiscal year, the computation and payment
of the performance bonus shall be adjusted on an allocable and equitable basis
to reflect such change, including payment of the performance bonus for a short
fiscal year.
(C) If the Business acquires a major business unit, the performance
bonus formula will include EBITDA of the acquired business but also will be
debited for interest charges directly attributable to the acquisition of such
business.
(iii) The performance bonus will be paid as soon as is practicable
in the year following the year to which it relates, but with at least 75% paid
by March 1st and the balance by April 15th.
(c) Discretionary Bonus. During the term of his employment,
Executive will receive a discretionary bonus comprised of cash and/or stock
equal to forty percent (40%) of the discretionary bonus comprised of cash and/or
stock received by Xxxxx, or a Xxxxx Successor, if applicable.
(d) Stock Options. Employer hereby grants options to the Executive
to acquire shares of its common stock in accordance with, and pursuant to the
terms and conditions of, its 2000 Stock Option and Incentive Plan. Such Plan
includes all provisions typically found in an incentive plan for senior
executives of a public company including SEC registration at the expense of
Employer.
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Further, the stock options granted to Executive pursuant to the Prior Agreement
shall continue to vest according to the schedule set forth in the Prior
Agreement as if the Prior Agreement were still in effect; provided, however,
said stock options shall be subject to the provisions of this Agreement
regarding Change of Control set forth in subparagraph (d) (iii) below and
Expiration set forth in subparagraphs 6 (d) (iv) (B), (C) and (D) below.
(i) Number of Shares. The number of shares of the common stock of
Employer which may be acquired by the Executive upon exercise of the options
herein granted shall be equal to 750,000.
(ii) Exercise Price. The exercise price for the shares subject to
option herein granted shall be equal to the fair market value of the Employer's
common stock, determined in accordance with its 2000 Stock and Incentive Plan on
the date of the grant.
(iii) Vesting. Vesting of the options herein granted occurs if
Executive is employed by the Employer on the relevant date. No option may be
exercised until vested in accordance with the following schedule or as otherwise
provided in this Agreement:
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-----------------------------------------------
Portion of Which Vest
0ptions on:
---------- ----------
-----------------------------------------------
1 16
March 31, 2001
-----------------------------------------------
1/16
June 30, 2001
-----------------------------------------------
1/16
September 30, 2001
-----------------------------------------------
1/16
December 31, 2001
-----------------------------------------------
1/48 at the end of each
month beginning
January 31, 2002
-----------------------------------------------
Notwithstanding the Terms of the Incentive Compensation Plan the options will
fully vest immediately and become immediately exercisable upon a Change of
Control, which means:
(A) individuals who, on the date hereof, are members of the
Board (the "Incumbent Directors") cease for any reason to constitute at
least a majority of the Board; provided, that any new director who is
approved by a vote of at least a majority of the Incumbent Directors shall
be treated as an Incumbent Director;
(B) the stockholders of Employer approve a merger,
consolidation, statutory share exchange or any manner of corporate
transaction in which Employer is not the surviving corporation or entity
or more than 5O% of the value of Employer is affected by a merger or
acquisition; provided, however, that such approval shall not be a Change
in Control if immediately following such transaction, Xxxxx is the highest
ranking officer of the surviving entity; or
(C) the stockholders of Employer approve a plan of complete
liquidation or dissolution or a sale of all or substantially all of the
assets.
(iv) Expiration. Options shall expire at the earliest of:
(A) The 10th anniversary hereof; or
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(B) The 3rd anniversary of termination of employment for any
reason except Cause (as defined below); or
(C) Immediately upon termination of employment for Cause; or
(D) Under conditions specified in Section 6(d).
(v) Exercise. The option price of each share as to which a stock
option is exercised shall be paid in full at the time of such exercise in cash,
by tender of shares of common stock owned by the Executive valued at fair market
value as of the date of exercise (subject to such guidelines as the Compensation
Committee of the Board may establish), by a "sale to cover" broker transaction
or other cashless exercise method permitted under Regulation T of the Federal
Reserve Board, or by a combination of cash, shares of common stock and other
consideration as the Compensation Committee deems appropriate.
In the event of a Change of Control, the Executive may elect to
receive in cancellation of his outstanding and unexercised stock options, a cash
payment in an amount equal to the difference between the exercise price of such
stock options and (A) in the event the Change of Control is the result of a
tender offer or exchange offer for the common stock, the final offer price per
share paid for the common stock multiplied by the number of shares of common
stock
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covered by such stock options, or (B) in the event the Change of Control
is the result of any other occurrence, the aggregate value of the Common Stock
covered by such stock options, as reasonably determined by the Compensation
Committee at such time.
(vi) Adjustments of and Changes in Stock. In the event of any change
in the outstanding shares of common stock by reason of any stock dividend or
split, recapitalization, merger, consolidation, spinoff, combination or exchange
of shares or other corporate change, or any distribution (including stock or
stock rights distributions) to common shareholders other than regular cash
dividends, the Compensation Committee shall make a substitution or appropriate
adjustment which preserves the aggregate option value and ratio of exercise
price to fair market value of the property subject to option.
(f) Benefits and Perquisites. During the term of his employment, the
Executive will be entitled to benefits and perquisites as set forth on Schedule
4 (f).
5. Termination
The Executive's employment shall terminate upon his death. The
Employer may terminate the Executive's employment for Disability or Cause, or
without Cause, and
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the Executive may terminate such employment at any time for Good Reason (all as
defined below). Any termination of such employment shall be subject to the
following conditions:
(a) Regardless of the reason for such termination, the Employer will
pay the Executive his base salary through the date of termination and any
amounts owed to the Executive pursuant to the terms and conditions of the
benefit plans of the Employer at the time such payments are due.
(b) If such employment is terminated as a result of the Executive's
Disability or death, the Employer will pay (i) one year's worth of base
compensation in a lump sum plus (ii) following the determination of such award,
the prorated portion of any annual incentive bonus the Executive would have
received for the year of such termination. These payments will be made to the
Executive or his legal representatives or to Executive's estate or as may be
directed by the legal representatives of such estate, as the case may be.
(c) If such employment is terminated by the Employer for Cause or
prior to the end of the Initial Term by the Executive voluntarily for other than
Good Reason, the Employer will have no additional obligations to the Executive
under this Agreement.
(d) If the Employer terminates the Executive's employment other than
for Disability or Cause or the
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Executive terminates such employment for Good Reason, then during the period
commencing on the Executive's termination of employment and ending on the date
24 months later (or February 28, 2005, if earlier) the Employer will (i) pay the
Executive his base salary at the level in effect as of the date of termination
(at the time such payments would normally be made), (ii) pay the Executive 2
times his most recent performance bonus, spread in monthly payments and (iii)
fully vest all options.
(e) For purposes of this Agreement, the following terms shall have
the meanings specified below:
(i) "Disability" will mean the Executive's absence from his
full-time duties hereunder by reason of physical or mental illness for a period
of six consecutive months.
(ii) Termination for "Cause" will mean termination of the
Executive's employment by the Employer following the Executive's:
(A) gross misconduct that is materially injurious to the
Employer that, if correctable, is not corrected as soon as practicable
(but in no event more than 30 days), following a written demand by the
Employer that specifically identifies the manner in which the Employer
believes the Executive has engaged in such misconduct;
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(B) conviction of, or plea of nolo contendere to, a felony or
any crime involving financial impropriety by or before any criminal
tribunal;
(C) willful and continuing failure to substantially perform
his reasonable duties (other than as a result of physical or mental
illness) that is not corrected within 30 days following a written demand
by the Employer that specifically identifies the manner in which the
Employer believes the Executive has not substantially performed his
duties.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Cause unless and until there shall have been delivered to the
Executive a copy of a resolution duly adopted by the Board at a meeting of the
Board called and held for such purpose (after reasonable notice to the Executive
and an opportunity for the Executive, together with the Executive's counsel, to
be heard before the Board), finding that in the good faith opinion of the Board,
the Executive was guilty of the conduct set forth in clause (i), (ii) or (iii)
of this section and specifying the particulars thereof.
(iii) Termination for ""Good Reason" shall mean termination by the
Executive following a material breach of this Agreement by the Employer or a
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diminution of Executive's responsibilities or status that is not corrected
within 30 days of the Executive's notifying the Employer in writing of
such breach or diminution, or a termination by the Executive pursuant to
paragraph 2 of this Agreement in the event that Xxxxx'x employment with
the Company is terminated by Xxxxx for "Good Reason" (as defined in
Xxxxx'x employment agreement with the Company).
6. Confidentiality; Non-Competition
(a) In consideration for the payment of any severance, if any, that
is due to the Executive after termination of employment (but regardless of
whether and for how long any severance is in fact due) and for allowing the
Executive's stock options to be exercised for a period of two years (or if as a
result of any securities law, the time required to exercise options and sell the
stock acquired pursuant to such exercise is longer than two years, then such
longer period, but in no event more than 3 years) after termination of
employment (except for Cause), and in return for other valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, for a period of two
years commencing upon the termination of his employment hereunder (regardless of
the reason for the termination), the Executive shall not, without written
consent of the Employer, engage, as a stockholder, director, officer, consultant
or otherwise, in any enterprise which competes
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with the Employer or any business of its subsidiaries, or directly or indirectly
employ, contract for or solicit the services in any capacity of any executive or
management person who is, or within the prior three months has been, employed by
the Employer or any such business. The Executive will not be deemed to be
engaged in a competing enterprise if (A) less than 10% of the gross receipts of
such enterprise are derived from businesses that compete with the Employer or
businesses of its affiliates that were under the Employer's management control,
and (B) the Executive's engagement does not involve such competing businesses.
This paragraph shall not bar Executive from owning up to 5% of the outstanding
securities of any publicly-held company.
(b) The Executive shall keep secret and confidential and not use
(except in connection with the business of the Employer and its affiliates or
pursuant to applicable law or court order) any confidential information with
respect to the business or affairs of the Employer or its subsidiaries. This
obligation will be in effect while the Executive is employed by the Employer and
for 36 months after he ceases to be so employed, but it will not apply at any
time to information that is or becomes generally known to the public (other than
through a breach of this Section 6(b)).
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(c) The Executive acknowledges that the remedy at law for breach of
his covenants under this Section 6 will be inadequate and, accordingly, in the
event of any breach or threatened breach by the Executive of the provisions of
this Section 6 the Employer will be entitled (without the necessity of showing
economic loss or other actual damage) in addition to all other remedies to an
injunction restraining any such breach, without any bond or other security being
required. The Executive and the Employer recognize and agree that the duration
and scope for which the covenants not to compete and solicit set forth in this
Section 6 are to be effective are reasonable. In the event that any court
determines that the time period or the area, or both of them, are unreasonable
and that such covenants are to that extent unenforceable, the parties agree that
the covenants shall remain in full force and effect for the greatest time period
and in the greatest area that would not render them unenforceable.
(d) In the event of a breach by the Executive of any covenant under
this Section 6, the Executive agrees that, notwithstanding anything to the
contrary in this Agreement or any award of or letter agreement for any options
to acquire common stock of the Employer, all remaining obligations of the
Employer hereunder and under such options shall thereupon automatically be
extinguished and all such options shall thereupon automatically expire.
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No breach shall be deemed to occur under this Section 6(d) until Employer
delivers a written allegation to Executive setting forth in reasonable detail
the facts or events constituting the breach; and further, no breach shall be
deemed to have occurred if Executive cures said breach within 30 days of such
notice, unless such breach was of such magnitude as to be incapable of being
cured.
7. Inventions
All copyrights, trademarks, proprietary processes and analytical
models or formulas and other intangible or intellectual property rights that may
be invented, conceived, developed or enhanced by the Executive during the term
of his employment under this Agreement that relate to the business or operations
of the Employer or any affiliate thereof of which the Executive has served as an
officer, or that result from any work performed by the Executive for the
Employer or any such affiliate, will be the sole property of the Employer or
such affiliate, as the case may be, and the Executive hereby waives any right or
interest that he may otherwise have in respect thereof. Upon the reasonable
request of the Employer, the Executive will execute and deliver any instrument
or document reasonably necessary or appropriate to give effect to this Section 7
and do all other acts and things reasonably necessary to enable the Employer or
such affiliate, as the case may be, to exploit
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the same or to obtain patents or similar protection with respect thereto.
8. Nontransferability; Forfeiture
No amount payable hereunder shall be assignable or transferable, and
no right or interest of the Executive shall be subject to any lien, obligation
or liability of the Executive, except by will or the laws of descent and
distribution. Notwithstanding the immediately preceding sentence, the
Compensation Committee may, subject to the terms and conditions it may specify,
permit Executive to transfer any stock options (other than incentive stock
options) granted to him pursuant to the 2000 Stock and Incentive Plan to one or
more of his immediate family members or to trusts, limited liability companies
or family partnerships (collectively "family entities") established in whole or
in part for the benefit of the Executive and/or one or more of such immediately
family members. During the lifetime of the Executive, stock options shall be
exercisable only by the Executive or by the immediate family member or family
entity to whom such stock options have been transferred in accordance with this
Section 8. For purposes of this Plan, (a) "immediate family" shall mean the
Executive's spouse and issue (including adopted and stepchildren) and (b)
"immediate family members and family entity established in whole or in part for
the benefit of the Executive and/or one more of such immediate family
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members" shall be further limited, if necessary, so that neither the transfer of
a stock option to such immediate family member or family entity, nor the ability
of Executive to make such transfer, shall have adverse consequences to the
Employer or the Executive by reason of Section 162(m) of the Code.
9. No Obligation to Mitigate Damages; Other Rights
The Executive shall not be required to mitigate damages or any
amount payable under this Agreement by seeking other employment or otherwise,
nor shall any such amount be reduced by any compensation received by the
Executive from another employer after the date of resignation or termination, or
otherwise. The provisions of this Agreement, and any payment provided for
hereunder, shall not, to the extent permitted by law, reduce any amounts
otherwise payable, or in any way diminish the Executive's rights under any other
employee benefit plan, contract or arrangement.
10. Successors; Binding Agreement
(a) The Employer will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Employer, by agreement in
form and substance satisfactory to the Executive, to expressly assume and agree
to perform this Agreement in the
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same manner and to the same extent that the Employer would be required to
perform it if no such succession had taken place.
(b) This Agreement and all rights of the Executive hereunder will
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die following his termination of
employment while any amounts would still be payable to him pursuant to the
provisions of Section 5 or Section 8 if he had continued to live, all such
amounts will be paid in accordance with the terms of this Agreement to the
Executive's devisee, legatee, or other designee or, if there be no such
designee, to the Executive's estate.
11. Notices
For the purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States certified or registered mail, return receipt requested,
postage prepaid, addressed as follows:
If to the Executive:
Xx. Xxxxx X. Xxxxxxxxxx
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00 Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxxxxxx 00000
With a copy to:
Xxxxx X. Xxxxxxx, Attorney At Law
Gargill, Sassoon & Xxxxxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
with a copy to:
If to the Employer:
Key3Media Group, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx X. Xxxxx
with a copy to:
Key3Media Group, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxx X. Xxxxxxxxx
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
12. Modification; Waiver
No provision of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and the Employer and a duly authorized member of the Board. No
waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party will be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any
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prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement.
13. Certain Taxes
In the event of termination of the Executive's employment as a
result of a Change in Control, the Company shall pay to the Executive an amount
which, on an after-tax basis (including federal income and excise taxes, and
state and local income taxes) equals the excise tax, if any, imposed by Section
4999 of the Internal Revenue Code of 1986, as amended, upon the Executive by
reason of amounts payable under this Agreement (including this Section 8). For
purposes of this Section 13, the Executive shall be deemed to pay federal, state
and local income taxes at the highest marginal rate of taxation for the calendar
year in which the gross up payment is to be made, taking into account the
maximum reduction in federal income taxes which could be obtained from deduction
of state and local income taxes.
14. Entire Agreement
This Agreement and the related documents referred to herein set
forth the entire agreement of the parties in respect of the subject matter
contained herein, and upon the effectiveness of this Agreement shall supersede
all prior agreements, promises, covenants, arrangements,
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communications, representations or warranties, whether oral or written, by any
officer, employee or representative of any party hereto.
15. Validity
The invalidity or unenforceability of any provision or provisions of
this Agreement will not affect the validity or enforceability of any other
provision of this Agreement, which will remain in full force and effect.
16. Governing Law
This Agreement will be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts. Each of the parties
consents to personal jurisdiction in any action brought in any court in Boston,
MA having subject matter jurisdiction over matters arising under this Agreement.
17. Counterparts
This Agreement may be signed in two counterparts, each of which
shall be deemed an original agreement, but both of which together shall
constitute one and the same instrument.
18. Withholding taxes
All payments made pursuant to this Agreement are subject to
withholding of applicable income employment taxes. The Employer shall have the
right to require the Executive to pay to the Employer such amount required to be
withheld prior to the issuance or delivery of any shares of
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common stock deliverable upon exercise of a stock option. The Compensation
Committee may, in its discretion, permit the Executive to elect to satisfy such
withholding obligation by having the Employer retain the number of shares of
common stock whose fair market value equals the amount required to be withheld.
19. Expenses
Subject to documentation the Employer shall reimburse Executive for
his reasonable out-of-pocket expenses incurred in entering into this Agreement.
20. Indemnification
The Employer shall indemnify Executive if he is made, or threatened
to be made, a party to an action or proceeding, to the full extent permitted by
applicable law, including an action by or in the right of the Employer to
procure a judgment in its favor, by reason of the fact that Executive is or was
an officer, director or employee of the Employer, against all costs and expenses
resulting from or related to such action or proceeding, or any appeal thereof,
if Executive acted in good faith for a purpose which he reasonably believed to
be in the best interests of the Employer. The termination of any such action or
proceeding by judgment, settlement, conviction or upon a plea of nol contendere,
or its equivalents shall not in itself create the presumption that Executive did
not act in good faith for a purpose which he reasonably believed to be in the
best
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interests of the Employer. As used in this Section 20, (i) "costs and expenses"
means any and all costs, expenses and liabilities incurred by Executive,
including but not limited to (A) attorney fees, (3) amounts paid in settlement
of, or in the satisfaction of any order or judgement in, any action or
proceeding and (C) fines, penalties and assessments asserted or adjudged in any
action or proceeding, and (ii) "action or proceeding" means any and all suits,
claims, actions, investigations or proceedings whether civil, criminal or
administrative, heretofore or hereafter instituted or asserted.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date and year first above written.
Key3Media Group, Inc.
/s/ Xxxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxx, Chairman
---------------------------- -------------------------------
Xxxxx X. Xxxxxxxxxx
