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EXHIBIT 10.22
ELEMENT K PRESS LLC
ELEMENT K LLC
000 XXXXX XXXX XXXXXXXXX
XXXXXXXXX, XXX XXXX 00000
May 5, 2000
Dear Sir or Madam:
This letter agreement sets forth the general terms of our agreement relating to
a termination of your employment with Element K Press LLC (together with its
successors, " Element K Press") and Element K LLC (together with its successors,
"Element K"; each of Element K Press and Element K, a "Company" and
collectively, the "Companies"). The terms set forth in this letter agreement are
in addition to those terms contained in Section 5.2 of the Limited Liability
Company Agreement of each of Element K Press and Element K.
Terms of Separation
In the event your employment is terminated for Cause or by you other than for
Good Reason, your salary will cease to be payable. In the event your employment
is terminated other than for Cause or by you for Good Reason, or in the event of
your death or disability, you will receive a lump sum amount equal to your full
base salary for one year, payable in 30 days of your termination.
Cause/Good Reason
For purposes hereof, "Cause" shall mean a finding in good faith by the board of
directors of Element K Holdings LLC or Element K Press Holdings LLC that you
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Mr Xxxxxx Xxxxx
May 5, 2000
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have (a) materially failed, neglected or refused to perform your duties
(including as a result of alcohol or drug abuse), (b) committed any willful,
intentional or grossly negligent act having the effect of materially injuring
the interests, business, prospects or reputation of either of the Companies or
any of their affiliates or divisions, (c) engaged in any willful misconduct in
respect of you duties or obligations, (d) violated or failed to comply in any
material respect with the Companies' published rules, regulations or policies,
as in effect from time to time, (e) committed a felony or misdemeanor involving
moral turpitude, fraud, theft or dishonesty (including entry of a nolo
contendere plea), (f) misappropriated or embezzled any property of either the
Company or its affiliates (whether or not a misdemeanor or a felony), and (g)
breached this agreement or any option agreement to which you are a party;
provided, in the case of clause (a), (d) or (g) above, that you shall have been
given notice of such Cause and failed within 20 days of such notice to have
substantially rectified or corrected the same.
For purposes hereof, "Good Reason" shall mean, in the absence of your consent,
(a) any material reduction in duties or responsibilities or any adverse change
in titles, (b) any requirement that you be based in an office more than 30 miles
from the Companies' current headquarters, (c) any reduction in base salary,
target bonus or vacation time, as the same may be increased from time to time,
or (d) any breach of this agreement by the Companies which shall not have been
substantially rectified or corrected within 20 days of notice hereof.
Enforcement
In the event of litigation between you on the one hand and either the Company or
any Company affiliate on the other hand regarding the terms of this agreement,
the prevailing party shall be entitled to receive an amount equal to its
reasonable out-of-pocket legal fees and expenses in respect thereof.
Amendment
This agreement may only be amended by written agreement of the parties hereto.
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Mr. Xxxxxx Xxxxx
May 5, 2000
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ELEMENT K PRESS LLC
By:
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Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
ELEMENT K LLC
By:
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Name: Xxxxx Xxxxxx
Title: Chief Executive Officer
Accepted and Agreed to by:
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