<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 27, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
PENTON MEDIA, INC.
(Exact name of registrant as specified in charter)
Delaware 36-2875386
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
1100 Superior Avenue, Cleveland, Ohio 44114
Telephone: (216) 696-7000
(Address, including ZIP Code, of registrant's principal executive offices)
PENTON MEDIA, INC. RETIREMENT SAVINGS PLAN
(Full title of the plan)
Preston L. Vice
Senior Vice President
Penton Media, Inc.
1100 Superior Avenue
Cleveland, Ohio 44114
Telephone: (216) 696-7000
(Name, address, including ZIP Code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Title of Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) per Share (2) Offering Price(2) Fee
============================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
par value $.01
per share 350,000 $14.09375 $4,932,813 $1,455
============================================================================================================
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Penton Media, Inc. Retirement Savings Plan (the
"Plan").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to paragraphs (c) and (h)(1) of Rule 457 of
the General Rules and Regulations under the Securities Act, on the
basis of the average high and low sale prices for such common stock,
par value $.01 per share, of Penton Media, Inc. (the "Common Stock") on
the New York Stock Exchange on August 21, 1998.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act. These documents and the documents incorporated
by reference into this Registration Statement pursuant to Item 3 of Part II of
this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Penton Media, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(a) the Company's Registration Statement No. 333-56877 on Form S-1,
dated August 5, 1998;
(b) a description of the Common Stock of the Company contained in
the Form 8-A of the Company filed pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act");
All documents filed by the Company or the Plan pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date hereof and
prior to the termination of the offering of the securities registered pursuant
to this Registration Statement, shall be deemed to be incorporated by reference
into this Registration Statement and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL")
contains provisions permitting (and, in some situations, requiring) Delaware
corporations such as the Company to provide indemnification to their officers
and directors for losses and litigation expense incurred in connection with,
among other things, their service to the corporation in those capacities. The
Certificate of Incorporation contains provisions requiring indemnification by
the Company of its directors, officers and employees to the fullest extent
permitted by law. Among other things, these provisions provide that the Company
is required to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (including any action
by or in the right of the Company) (a "Proceeding") by reason of the fact that
he is or was a director, officer or employee of the Company, or is or was
serving at the request
II-1
<PAGE> 3
of the Company as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise (including service with
respect to any employee benefit plan) against expenses (including attorneys'
fees), judgments, fines, excise taxes under the Employee Retirement Income
Security Act of 1974, as amended, penalties and amounts paid in settlement
actually and reasonably incurred by him in connection with such Proceeding to
the fullest extent permitted by the DGCL, as the same exists or may be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the Company to provide broader indemnification rights than such law
permitted the Company to provide prior to such amendment). These provisions
also provide for the advance payment of fees and expenses reasonably incurred
by the director, officer or employee in defense of any such Proceeding, subject
to reimbursement by the director, officer or employee if it is ultimately
determined that such director, officer or employee is not entitled to be
indemnified by the Company. The Company anticipates that it will enter into
agreements with its directors providing contractually for indemnification
consistent with the Certificate of Incorporation and Bylaws. In addition, the
Certificate of Incorporation authorizes the Company to purchase insurance for
its directors, officers and employees insuring them against certain risks as to
which the Company may be unable lawfully to indemnify them. The Company has
obtained this insurance coverage for its directors, officers and employees as
well as insurance coverage to reimburse the Company for potential costs of its
corporate indemnification of directors, officers and employees.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable
Item 8. EXHIBITS.
4.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Company's Registration Statement No.
333-56877 on Form S-1, dated August 5, 1998, and incorporated
herein by reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit
3.2 to the Company's Registration Statement No. 333-56877 on
Form S-1, dated August 5, 1998, and incorporated herein by
reference).
4.3 Penton Media, Inc. Retirement Savings Plan.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
Consolidated Financial Statements of Penton Media, Inc.
23.2 Consent of PricewaterhouseCoopers LLP with respect to the
Consolidated Financial Statements of Donohue Meehan
Publishing Company.
23.3 Consent of Horwath Clark Whitehill with respect to the
Financial Statements of Independent Exhibitions Limited,
Service Exhibitions Limited and Equity Information Exchange
Limited.
24 Power of Attorney.
UNDERTAKING:
The undersigned Company will submit the Plan and any amendments thereto
to the Internal Revenue Service (the "IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan.
II-2
<PAGE> 4
Item 9. UNDERTAKINGS
The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be in the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is
against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE COMPANY CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
MEETS ALL OF THE REQUIREMENTS FOR FILING THIS REGISTRATION STATEMENT ON FORM S-8
AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF
OHIO, ON THE 27th DAY OF AUGUST, 1998.
PENTON MEDIA, INC.
By: /S/ PRESTON L. VICE
------------------------------------
Name: Preston L. Vice
Title: Senior Vice President
II-4
<PAGE> 6
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON THE 27TH DAY OF AUGUST, 1998.
SIGNATURE TITLE
* Chief Executive Officer and Director
- -------------------------------- (Principal Executive Officer)
Thomas L. Kemp
* Chief Financial Officer
- -------------------------------- (Principal Financial Officer)
Joseph NeCastro
* Vice President/Controller
- ------------------------------- (Controller or Principal
Charles T. Griesemer Accounting Officer)
*
- ------------------------------- Director
William C. Donohue
*
- ------------------------------- Director
Anthony Downs
*
- ------------------------------- Director
William J. Friend
*
- ------------------------------- Director
Joan W. Harris
*
- ------------------------------- Director
King Harris
- ------------------------------- Director
John J. Meehan
*
- ------------------------------- Director
Daniel J. Ramella
*
- ------------------------------- Director
Edward J. Schwartz
*
- ------------------------------- Director
Don E. Schultz
*
- ------------------------------- Director
Richard B. Swank
*This Registration Statement has been signed on behalf of the above
officers and directors by Preston L. Vice, as attorney-in-fact pursuant to a
power of attorney filed as Exhibit 24 to this Registration Statement.
DATED: August 27, 1998 By: /s/ PRESTON L. VICE
-----------------------
Preston L. Vice
Attorney-in-Fact
II-5
<PAGE> 7
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
AS AMENDED, THE TRUSTEES (OR OTHER PERSONS WHO ADMINISTER THE EMPLOYEE BENEFIT
PLAN) HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF CLEVELAND, STATE OF
OHIO, ON THE 27th DAY OF AUGUST, 1998.
PENTON MEDIA, INC.
RETIREMENT SAVINGS PLAN
By: /s/ PRESTON L. VICE
-------------------------------------
Name: Preston L. Vice
Title: Member of the Penton Media, Inc.
Retirement Savings Plan Committee
II-6
<PAGE> 8
EXHIBIT INDEX
-------------
4.1 Restated Certificate of Incorporation of the Company (filed as Exhibit
3.1 to the Company's Registration Statement No. 333-56877 on Form S-1
and incorporated herein by reference).
4.2 Amended and Restated Bylaws of the Company (filed as Exhibit 3.2 to
the Company's Registration Statement No. 333-56877 on Form S-1 and
incorporated herein by reference).
4.3 Penton Media, Inc. Retirement Savings Plan.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the Consolidated
Financial Statements of Penton Media, Inc.
23.2 Consent of PricewaterhouseCoopers LLP with respect to the Consolidated
Financial Statements of Donohue Meehan Publishing Company.
23.3 Consent of Horwath Clark Whitehill with respect to the Financial
Statements of Independent Exhibitions Limited, Service Exhibitions
Limited and Equity Information Exchange Limited.
24 Power of Attorney.
II-7
<PAGE> 1
Exhibit 4.3
PENTON MEDIA, INC.
------------------
RETIREMENT SAVINGS PLAN
-----------------------
<PAGE> 2
PENTON MEDIA, INC.
------------------
RETIREMENT SAVINGS PLAN
-----------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
ARTICLE 1............................................................................................... 1
Introduction.................................................................................... 1
Purpose of the Plan, Effective Date..................................................... 1
Plan Administrator, Plan Year........................................................... 1
The Employers........................................................................... 1
ARTICLE 2............................................................................................... 2
Plan Participants............................................................................... 2
Eligibility............................................................................. 2
Cessation of Active Participation....................................................... 2
Resumption of Active Participation...................................................... 2
Notice of Participation................................................................. 3
Leave of Absence........................................................................ 3
Military Service........................................................................ 3
ARTICLE 3............................................................................................... 4
Employers' Contributions........................................................................ 4
Employers' Contributions................................................................ 4
Payment of Employers' Contributions..................................................... 4
Deduction Limitation.................................................................... 4
Verification of Employers' Contributions................................................ 4
Earnings................................................................................ 4
ARTICLE 4................................................................................................ 6
Participant Elected Salary Reduction Contributions
and Additional Participant Contributions......................................................... 6
Participant Elected Salary Reduction Contributions....................................... 6
Distribution of Excess Salary Reduction Contributions.................................... 7
Highly Compensated Employee.............................................................. 7
Limitations on Elective Contributions.................................................... 7
Limitation on Participant and Matching Contributions.................................... 11
Multiple Use Limitation................................................................. 14
Rollover Contributions.................................................................. 15
Transferred Benefits.................................................................... 15
Distribution Restrictions............................................................... 16
Restricted Participation With Respect To Rollover Contributions and Transferred
Benefits........................................................................ 18
ARTICLE 5............................................................................................... 19
Plan Accounting, Investment Funds and Company Shares............................................ 19
Separate Participant Accounts........................................................... 19
Accounting Dates........................................................................ 19
Date of Crediting Contributions and Remainders.......................................... 20
Investment Funds........................................................................ 20
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
Investments in Company Shares........................................................... 21
Investment Elections.................................................................... 21
Charging Payments and Distributions..................................................... 22
Quarterly Adjustment of Participants' Accounts.......................................... 22
Statement of Accounts................................................................... 23
Allocation of Company Shares............................................................ 23
Additional Accounting Rules............................................................. 23
Voting of Company Shares................................................................ 24
ARTICLE 6............................................................................................... 26
Payment of Account Balances..................................................................... 26
Benefit Payment......................................................................... 26
Selection of Time and Manner of Benefit Payment......................................... 27
Designated Beneficiaries................................................................ 28
Payments to Substitute Beneficiaries.................................................... 28
Payment With Respect to Incapacitated Participants or Beneficiaries..................... 29
Direct Rollover of Distributions........................................................ 29
ARTICLE 7............................................................................................... 31
Withdrawals and Loans During Employment,
Voluntary Insurance Coverage.................................................................... 31
Withdrawal of Participant Contributions................................................. 31
Age 59-1/2 and Hardship Withdrawals..................................................... 31
Loans to Participants................................................................... 32
No Representation Regarding Tax Effect of Withdrawals or Loans.......................... 32
ARTICLE 8............................................................................................... 33
Maximum Contributions........................................................................... 33
Contribution Limitations................................................................ 33
Participant Covered by Defined Contribution Plan Only................................... 33
Participant Covered by Defined Contribution Plan and Defined Benefit Plan............... 35
ARTICLE 9............................................................................................... 37
General Provisions.............................................................................. 37
Examination of Plan Documents........................................................... 37
Notices ................................................................................ 37
Nonalienation of Plan Benefits.......................................................... 37
No Employment or Benefit Guaranty....................................................... 37
Litigation.............................................................................. 38
Evidence................................................................................ 38
Gender and Number....................................................................... 38
Waiver of Notice........................................................................ 38
Applicable Law.......................................................................... 39
Severability............................................................................ 39
Fiduciary Responsibilities.............................................................. 39
Funding of Plan Benefits................................................................ 39
Supplements............................................................................. 40
ARTICLE 10.............................................................................................. 41
Relating to Plan Administration................................................................. 41
Plan Administrator's Duties............................................................. 41
Action by Plan Administrator............................................................ 42
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
Information Required for Plan Administration............................................ 42
Decision of Plan Administrator Final.................................................... 43
Review of Benefit Determinations........................................................ 43
Uniform Rules........................................................................... 43
Plan Administrator's Expenses........................................................... 43
Interested Plan Administrator........................................................... 43
Resignation or Removal of Plan Administrative Committee Members......................... 43
Indemnification......................................................................... 44
ARTICLE 11.............................................................................................. 45
Relating to the Employers....................................................................... 45
Action by Employers..................................................................... 45
Additional Employers, the Penton Companies.............................................. 45
Restrictions as to Reversion of Trust Fund to Employers................................. 46
ARTICLE 12.............................................................................................. 47
Amendment and Termination....................................................................... 47
Amendment............................................................................... 47
Termination............................................................................. 47
Vesting and Distribution on Termination................................................. 47
Plan Merger............................................................................. 48
Notice of Amendment, Termination or Plan Merger......................................... 48
ARTICLE 13.............................................................................................. 49
Top-Heavy Plan Rules............................................................................ 49
Key Employees........................................................................... 49
Top-Heavy Plan.......................................................................... 50
Aggregation Groups...................................................................... 50
Special Minimum Contributions........................................................... 51
SUPPLEMENT A........................................................................................... A-1
Purpose, Use of Terms......................................................................... A-1
Loan Administration........................................................................... A-1
Limitations on Plan Loans..................................................................... A-1
Loan Payment.................................................................................. A-2
Default ...................................................................................... A-2
Amendment..................................................................................... A-3
</TABLE>
<PAGE> 5
PENTON MEDIA, INC.
------------------
RETIREMENT SAVINGS PLAN
-----------------------
ARTICLE 1
---------
INTRODUCTION
------------
1.1 PURPOSE OF THE PLAN, EFFECTIVE DATE. This Penton Media, Inc.
Retirement Savings Plan (the "plan") is established effective as of September 1,
1998 (the "effective date"). The purpose of the plan is to enable eligible
employees of Penton Media, Inc. (the "company") and eligible employees of the
company's subsidiaries and other related companies which hereafter adopt the
plan with the company's consent to accumulate funds and share in the profits of
the company and its subsidiaries and other related companies, and thereby assist
such employees in providing for their future security. The plan represents a
continuation of the Pittway Corporation Blue Chip Profit Sharing and Savings
Plan (the "Pittway plan") as to employees or former employees of the company and
its current or former subsidiaries (other than Saddlebrook Resorts, Inc.,
Saddlebrook International Tennis, Inc., C&A Investments, Inc. and Pittway Real
Estate, Inc.) ("transferred participants"). The Combination Agreement dated May
21, 1998, among the company, Pittway Corporation and other parties provides for
a transfer of assets and liabilities attributable to transferred participants
from the Pittway plan to this plan.
1.2 PLAN ADMINISTRATOR, PLAN YEAR. The plan is administered by a
plan committee (the "plan administrator") consisting of not less than three
persons appointed by the company to carry out the administration of the plan.
The plan is administered on the basis of a plan year (the "plan year") which
begins each year on January 1 and ends on the next following December 31. For
purposes of the 1998 plan year, the plan year shall begin on the effective date
and end on December 31, 1998. Article 10 describes certain powers, duties and
responsibilities of the plan administrator with respect to the administration of
the plan.
1.3 THE EMPLOYERS. With the consent of the company, the plan may
hereafter be adopted in accordance with the provisions of section 11.2 by any
subsidiary of the company or any related company for the benefit of its eligible
employees. The company and its subsidiaries and related companies that have
heretofore adopted or hereafter adopt the plan are referred to herein
collectively as the "employers" and individually as an "employer".
<PAGE> 6
ARTICLE 2
---------
PLAN PARTICIPANTS
-----------------
2.1 ELIGIBILITY. Each employee of an employer on the effective
date who was a participant in the Pittway plan immediately prior to the
effective date will continue as a participant in the plan on and after that
date, subject to the conditions and limitations of the plan. Each other employee
of an employer will become a participant in the plan on the first day of the
month that is at least 30 days after the effective date or on the first day of
the month that is at least 30 days after the date on which the employee begins
employment with an employer, provided that he is a "covered employee" (that is,
he is a member of a group of employees of an employer to which the plan has been
and continues to be extended either by his employer unilaterally or by
collective bargaining).
2.2 CESSATION OF ACTIVE PARTICIPATION. Once a covered employee
of an employer has become an active participant in the plan in accordance with
section 2.1 above, such employee shall remain a participant in the plan until
the date that the participant's entire account balances under the plan have been
distributed to him or on his behalf in accordance with the plan. During a period
of employment with an employer while a participant is a covered employee and
while he has elected (or is deemed to have elected) to have contributions made
to the plan in accordance with section 4.1, a participant shall be considered
for all purposes of the plan to be an "active participant." During all other
periods of participation a participant shall be considered an "inactive
participant." Only those participants who are active participants with respect
to a pay period are entitled to make participant contributions for that pay
period or share in employer contributions with respect to their earnings (as
defined in section 3.5 below) for that pay period. Beneficiaries of deceased
participants will be treated as inactive participants for purposes of the plan
(provided that such beneficiaries may not designate additional beneficiaries in
accordance with section 6.3 and, accordingly, any unpaid benefits remaining upon
the death of a designated beneficiary of a deceased participant shall be
distributed in accordance with the provisions of section 6.4).
2.3 RESUMPTION OF ACTIVE PARTICIPATION. Any employee of an
employer who was previously an active participant in the plan and who again
becomes a covered employee will be eligible to elect to again become an active
participant effective as of the first day of the month that is at least 30 days
after the date on which the employee again begins employment with an employer.
2.4 NOTICE OF PARTICIPATION. Each employee will be notified of
the date he becomes a plan participant and each participant and other person
receiving benefits under the plan will be furnished with a copy of a summary
plan description.
<PAGE> 7
2.5 LEAVE OF ABSENCE. A "leave of absence" as used in the plan means:
(a) A leave of absence required by law or granted by a Penton
Company (as defined in section 11.2 below) on account of service in
military or governmental branches described in any applicable statute
granting reemployment rights to employees who enter such branches, or
any other military or governmental branch designated by the company.
(b) A leave of absence for any period the employee is absent
from work by reason of the employee's pregnancy, the birth of a child
of the employee, the placement of a child with the employee in
connection with the adoption of the child by the employee or the caring
for the child for a period beginning immediately after such birth or
placement.
(c) Any other absence from active employment with an employer
that is approved by it and not treated by it as a termination of
employment.
Leaves of absence granted by an employer will be governed by rules uniformly
applied to all employees of the employer similarly situated.
2.6 MILITARY SERVICE. Notwithstanding any provisions of this
plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Internal Revenue Code of 1986, as amended (the "Code"). "Qualified military
service" means any service in the uniformed services (as defined in chapter 43
of title 38 of the United States Code) by any individual if such individual is
entitled to reemployment rights under such chapter with respect to such service.
<PAGE> 8
ARTICLE 3
---------
EMPLOYERS' CONTRIBUTIONS
------------------------
3.1 EMPLOYERS' CONTRIBUTIONS. Subject to the conditions and
limitations of this Article 3 and Article 9, for each pay period of an employer
that employer will make a contribution under the plan for each active
participant employed by it during that pay period in an amount equal to the sum
of the following:
(a) A specified percentage (the "employer matching
contribution") of the basic salary reduction contribution (as
defined in section 4.1 below) elected by the participant for
that pay period, which percentage shall be determined from time
to time by resolution of the Board of Directors of the employer
and communicated to the participant as applicable to him for all
pay periods ending in a plan year; and
(b) 100 percent of the salary reduction contribution (as
defined in section 4.1 below, including the participant's basic
salary reduction contribution) elected by the participant for
that pay period.
3.2 PAYMENT OF EMPLOYERS' CONTRIBUTIONS. Each employer's
contribution under the plan to be made in accordance with section 3.1 above for
any pay period shall be paid to the trust fund (as described in section 9.12)
implementing the plan, without interest, as soon as practicable after the end of
that pay period, but in any event within 30 days after the end of the plan year
in which such pay period ends.
3.3 DEDUCTION LIMITATION. Each employer's aggregate
contributions under the plan for any plan year in no event shall exceed an
amount equal to the maximum amount deductible on account thereof by that
employer for its fiscal year coinciding with that plan year as an expense for
purposes of federal taxes on income.
3.4 VERIFICATION OF EMPLOYERS' CONTRIBUTIONS. The certificate of
an independent accountant selected by the company as to the correctness of any
amounts or calculations relating to the employers' contributions under the plan
for any plan year shall be conclusive on all persons.
3.5 EARNINGS. For purposes of the plan, a participant's
"earnings" means his total compensation for services rendered to the employers
as a covered employee, including overtime, bonuses, commissions and incentive
compensation, but excluding:
(a) Any amounts contributed by the employer for the
participant's benefit to this plan or any other profit sharing,
pension, stock bonus or other retirement or benefit plan
maintained by the employer; provided that any amounts
contributed under a salary reduction arrangement under Sections
125 or 401(k) of the Code shall be included in compensation;
(b) Any reimbursements for medical, dental or travel
expenses, club memberships, automobile allowances, relocation
allowances, educational assistance allowances or other special
allowances and awards;
<PAGE> 9
(c) Any income realized for federal income tax purposes
as a result of (i) group life insurance, (ii) the personal use
of an employer owned automobile, (iii) the grant or exercise of
an option or options to acquire shares of stock of any Penton
Company, the receipt of a cash appreciation payment related to
shares of stock of any Penton Company (whether or not related to
or in lieu of the exercise of such an option or options), the
disposition of shares acquired on exercise of such an option, or
(iv) the transfer of restricted shares of stock or restricted
property of a Penton Company, or the removal of any such
restrictions;
(d) Any compensation received while on a leave of
absence from active work and any severance pay paid as a result
of the participant's termination of employment;
(e) Any compensation paid or payable to the participant,
or to any governmental body or agency on account of the
participant, under the terms of any state, federal or foreign
law requiring the payment of such compensation because of the
participant's voluntary or involuntary termination of employment
with any Penton Company; and
(f) Any compensation paid or payable to the participant
which is in excess of the maximum amount which may be considered
pursuant to Section 401(a)(17) of the Code (or such other amount
as may be determined from time to time by the Secretary of
Treasury or his delegate or by law).
<PAGE> 10
ARTICLE 4
---------
PARTICIPANT ELECTED SALARY REDUCTION CONTRIBUTIONS
--------------------------------------------------
AND ADDITIONAL PARTICIPANT CONTRIBUTIONS
----------------------------------------
4.1 PARTICIPANT ELECTED SALARY REDUCTION CONTRIBUTIONS. For each
pay period each participant may elect to reduce his compensation from his
employer by an amount equal to not less than one percent nor more than 15
percent of his earnings for such pay periods and his employer shall in
accordance with subsection 3.1(b) above contribute the amount of each such
reduction for a pay period to the plan on his behalf as a "salary reduction
contribution". Salary reduction contributions elected and made on behalf of a
participant for a pay period which are not in excess of six percent (or such
other percentage as is established by an employer from time to time as
applicable to any specific group of its covered employees) of his earnings for
such pay period shall be considered the participant's "basic salary reduction
contributions" which are eligible for the matching employer contribution
provided in subsection 3.1(a). Each participant shall initially elect his rate
of salary reduction contributions, if any, by filing a written election with the
plan administrator on such forms, in such manner and at such time as the plan
administrator shall require, which forms shall evidence such employee's
agreement (until subsequently modified by him as permitted below) to have
contributions made on his behalf pursuant to subsection 3.1(b) and his
authorization of his employer to reduce his compensation accordingly. If a
transferred participant who becomes a participant in the plan on the effective
date had a salary reduction election in effect under the Pittway plan
immediately preceding the effective date, such election shall be deemed to be
such participant's initial election under this plan and shall continue in effect
until changed. Notwithstanding the preceding provisions of this Section, in the
event that a participant does not make an initial election (at the time he
becomes a participant in the plan) to make salary reduction contributions
pursuant to the preceding provisions of this Section, and does not specifically
decline in writing (on such form, in such manner and at such time as the plan
administrator shall require) to make salary reduction contributions, such
participant shall be deemed to have made an initial election to have salary
reduction contributions made on his behalf in accordance with this Section at
the rate of three percent of his earnings. A participant may elect to
discontinue making salary reduction contributions as of the beginning of any pay
period or change the rate of or resume his salary reduction contributions
(within the limits specified above) as of the beginning of the first pay period
ending on or after any January 1, April 1, July 1 or October 1 by filing a
superseding written election with the plan administrator on a form provided by
it at least 30 days before such date (or by such other date as the plan
administrator may require).
<PAGE> 11
4.2 DISTRIBUTION OF EXCESS SALARY REDUCTION CONTRIBUTIONS. If,
not later than the March 1 next following the end of a calendar year, a
participant notifies the plan administrator that the participant has made salary
reduction contributions to this plan and one or more other plans (whether
maintained by a Penton Company or an unrelated company) in excess of $10,000 (or
such other maximum amount as may be permitted by law for such calendar year)
during such calendar year, and further notifies the plan administrator of the
amount of such excess allocated to this plan, such excess amount shall be paid
to such participant (along with any income or loss allocable thereto as
determined pursuant to the method set forth in section 4.4(d)) as soon as
practicable following such notification, but in any event by the April 15
following the calendar year with respect to which such excess salary reduction
contributions were made. A participant is deemed to notify the plan
administrator of such excess that arises by taking into account only those
salary reduction contributions made to this plan and any other plans of the
Penton Companies.
4.3 HIGHLY COMPENSATED EMPLOYEE. The term "highly compensated
employee" means for a particular plan year, any employee who (i) during the
current or preceding Plan Year, was at any time a 5-percent owner (as such term
is defined in Section 416(i)(1) of the Code), or (ii) for the preceding plan
year, received compensation from the Penton Companies in excess of the amount in
effect for such plan year under Section 414(q)(1)(B) of the Code. The term
"highly compensated employee" includes a former employee whose termination of
employment occurred prior to the plan year and who was a highly compensated
employee for the plan year in which his termination of employment occurred or
for any plan years ending on or after his 55th birthday. For purposes of this
Section, the term "compensation" has the meaning given such term by Section
415(c)(3) of the Code.
4.4 LIMITATIONS ON ELECTIVE CONTRIBUTIONS. Elective
contributions shall be subject to the following nondiscrimination standards and
shall be adjusted, as provided below, to the extent necessary to comply with the
limitations set forth in Section 401(k) of the Code and the regulations
thereunder. For purposes of this section, the term "elective contribution" shall
mean any employer contribution made to the plan that (i) is subject to a cash or
deferred arrangement (as defined in Section 1.401(k)-1(a)(3) of the Treasury
regulations) and (ii) is immediately nonforfeitable. Salary reduction
contributions are "elective contributions" for purposes of this section 4.4. The
employer shall maintain records demonstrating compliance with this section.
(a) ACTUAL DEFERRAL PERCENTAGE LIMITATION. In any plan
year, the actual deferral percentage for the group of
participants who are highly compensated employees may not exceed
the greater of the following:
(i) the actual deferral percentage for the
preceding plan year of the group of participants who are
not highly compensated employees (the "non-highly
compensated group") multiplied by 1.25, or
(ii) the lesser of the actual deferral percentage
for the preceding plan year for the non-highly
compensated group multiplied by two or the actual
deferral percentage for the preceding plan year of the
non-highly compensated group plus two percentage points.
<PAGE> 12
(b) ACTUAL DEFERRAL PERCENTAGE. The actual deferral
percentage for a specified group of participants for any plan
year shall be the average of the ratios (computed, to the
nearest one-hundredth of one percent, separately for each
participant in such group) of the elective contributions, and
amounts treated as elective contributions (including excess
elective contributions of highly compensated employees), for
such participant for such year to the participant's compensation
(as defined at Section 414(s) of the Code, as modified by
Section 414(s)(2) thereof) taken into account for such plan year
during which the participant was an eligible employee. For
purposes of this section the following additional rules shall
apply:
(i) An elective contribution shall be taken into
account only if it relates to compensation that either
(A) would have been received by the participant in the
plan year but for the deferral election or (B) is at-
tributable to services performed by the participant in
the plan year and would have been received by the
participant within 2 1/2 months after the close of the
plan year but for the deferral election. An elective
contribution that does not meet the foregoing
requirements will not be tested under Section 401(k) of
the Code but must separately satisfy Section 401(a)(4)
of the Code for the plan year of allocation as if it was
the only nonelective employer contribution for the year.
(ii) In the event this plan satisfies the
requirement of Sections 401(k), 401(a)(4) or 410(b) of
the Code only if aggregated with one or more other
plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if
aggregated with this plan, then this section shall be
applied by determining the actual deferral percentage of
employees as if all such plans were a single plan. In
accordance with applicable Treasury regulations, plans
of the employers may be aggregated in order to satisfy
Section 401(k) of the Code but only if such plans as
aggregated satisfy the requirement of Section 410(b) of
the Code and provided that each plan has the same plan
year.
(iii) Except as provided in applicable Treasury
regulations, the actual deferral percentage of a highly
compensated employee will be determined by treating all
cash or deferred arrangements of the employer (or an
entity that is required to be aggregated with the
employer under Sections 414(b), (c), (m) or (o) of the
Code) under which the highly compensated employee is
eligible as a single arrangement. If the cash or
deferral arrangements have different plan years, all
such arrangements ending with or within the same
calendar year will be treated as a single arrangement.
Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated under
applicable Treasury regulations issued pursuant to
Section 401(k) of the Code.
(iv) At the discretion of the plan administrator,
and in accordance with applicable Treasury regulations,
any employer contributions or matching contributions
credited on a participant's behalf in the plan year
which meet the withdrawal restrictions and vesting
requirements of Sections 401(k)(2)(B) and (C) of the
Code ("qualified nonelective contributions" and
"qualified matching contributions," respectively) may be
added to the participant's elective contributions in
computing the participant's actual deferral percentage;
provided, that the employer contributions and matching
contributions made to the plan for such year satisfy the
requirements of Section 401(a)(4) of the Code with and
without the inclusion of the qualified nonelective
contributions and qualified ma-
<PAGE> 13
tching contributions used to satisfy this section.
Qualified nonelective contributions and qualified
matching contributions which are used to satisfy this
section cannot be taken into account to satisfy the
requirement of section 4.6.
(v) Elective contributions treated as matching
contributions under section 4.6 shall not be included in
the determination of a participant's actual deferral
percentage.
(c) EXCESS CONTRIBUTIONS. In the event that excess
contributions (as defined below) are made for any plan year,
such excess contributions (and any income or loss allocable
thereto) shall be distributed, as provided in subsection (d)
below, to highly compensated employees on the basis of the
dollar amount of contributions made by, or on behalf of, each of
such employees. The term "excess contributions" means for any
plan year, the excess of (i) the aggregate amount of elective
contributions actually paid to the plan on behalf of highly
compensated employees for such plan year, over (ii) the maximum
amount of such elective contributions permitted for such plan
year under subsection (a) above (determined by reducing elective
contributions made on behalf of highly compensated employees in
order of the actual deferral percentages beginning with the
highest of such percentages).
(d) DISTRIBUTION OF EXCESS CONTRIBUTIONS. The plan
administrator shall distribute the amount of the excess
contributions (determined in accordance with subsection (c)
above), plus the income (or minus the loss) allocable thereto,
as soon as practicable following the determination of such
excess but in any event by the last day of the plan year
following the end of the plan year in which the excess
contributions were made. Under Section 4979 of the Code, a
ten-percent tax is imposed on the employer for any such excess
contributions which are distributed more than 2 1/2 months after
the last day of the plan year in which the excess contributions
were made. A distribution of the excess contributions may be
made without regard to any notice or consent otherwise required
under the plan. The income or loss allocable to such excess
contributions shall be determined by multiplying the income or
loss allocable to the elective contributions (and, if
applicable, amounts treated as elective contributions for
purposes of the participant's deferral percentage) for the plan
year by a fraction. The numerator of the fraction is the excess
contributions for the plan year. The denominator is equal to (i)
the total account balance of the participant attributable to
elective contributions (and amounts treated as such for purposes
of the actual deferral percentage) as of the beginning of the
plan year, plus (ii) the participant's elective contributions
(and amounts treated as such for purposes of the actual deferral
percentage) for the plan year. The amount of excess
contributions distributed under this subsection for a plan year
shall be reduced by any excess deferrals previously distributed
for the employee's taxable year ending with or within the plan
year. Excess contributions shall be treated as annual additions
for purposes of Section 415 of the Code.
<PAGE> 14
4.5 LIMITATION ON PARTICIPANT AND MATCHING CONTRIBUTIONS.
Matching contributions shall be subject to the following nondiscrimination
standards and such amounts shall be adjusted, as provided below, to the extent
necessary to comply with the limitations set forth in Section 401(m) of the Code
and the regulations thereunder. The term "matching contributions" means any
employer contribution made to the plan on account of an elective contribution,
and any forfeitures that are allocated to the participant on the basis of
matching contributions or elective contributions. The employer shall maintain
records demonstrating compliance with this section.
(a) CONTRIBUTION PERCENTAGE LIMITATIONS. In any
plan year, the contribution percentage for the group of
participants who are highly compensated employees may not
exceed the greater of the following:
(i) the actual contribution percentage for the
preceding plan year of the group of participants who are
not highly compensated employees (the "non-highly
compensated group") multiplied by 1.25, or
(ii) the lesser of the contribution percentage for
the preceding plan year for the non-highly compensated
group multiplied by two or the contribution percentage
for the preceding plan year of the non- highly
compensated group plus two percentage points.
(b) CONTRIBUTION PERCENTAGE. The contribution percentage
of a specified group of participants shall be the average of the
contribution percentages (computed separately, to the nearest
one-hundredth of one percent) for each participant in the group.
The contribution percentage for each participant shall equal the
sum of the matching contributions allocated to the participant's
account for the plan year (excluding qualified matching
contributions which are used to satisfy the actual deferral
percentage limitation in accordance with section 4.4) and the
qualified non-elective and elective contributions treated as
matching contributions for the plan year, divided by the
participant's compensation (as defined in Section 414(s) of the
Code, as modified by Section 414(s)(2) thereof) taken into
account for such plan year during which the participant was an
eligible employee. For purposes of this section, the following
additional rules shall apply:
(i) A matching contribution will be taken into
account for purposes of this section for a given plan
year only if (A) it is made on account of the
participant's elective or employee contributions for
that plan year, (B) it is allocated to the participant's
account during that plan year and (C) it is paid to the
trust by the end of the twelfth month following the
close of that plan year. A matching contribution that
does not meet the foregoing requirements will not be
tested under Section 401(m) of the Code but must
separately satisfy Section 401(a)(4) of the Code for the
plan year of allocation as if it were the only employer
allocation for that plan year.
(ii) In the event this plan satisfies the
requirement of Sections 401(m), 401(a)(4) or 410(b) of
the Code only if aggregated with one or more other
plans, or if one or more other plans satisfy the
requirements of such sections of the Code only if
aggregated with this plan, then this section shall be
applied by determining the contribution percentage of
employees as if all such plans were a single plan. In
accordance with applicable Treasury regulations, plans
of the employers may be aggregated in order to satisfy
Section 401(m) of the Code but only
<PAGE> 15
if such plans as aggregated satisfy the requirement of
Section 410(b) of the Code and provided that each plan
has the same plan year.
(iii) Except as provided in applicable Treasury
regulations, the contribution percentage of a highly
compensated employee who is eligible to participate in
more than one plan of the employer in which matching
contributions are made will be determined by treating
all the plans of the employer (or an entity that is
required to be aggregated with the employer under
Sections 414(b), (c), (m) or (o) of the Code) in which
the highly compensated employee is eligible as a single
plan. If the highly compensated employee participates in
two or more plans that have different plan years, all
such plans ending with or within the same calendar year
will be treated as a single plan. Notwithstanding the
foregoing, certain plans shall be treated as separate if
mandatorily disaggregated under applicable Treasury
regulations issued pursuant to Section 401(m) of the
Code.
(iv) At the discretion of the plan administrator,
and in accordance with applicable Treasury regulations,
any qualified nonelective contributions (as defined in
Section 1.401(k)-1(g)(13)(ii)) of the Treasury
regulations and elective contributions made for such
plan year may be taken into account in computing the
participant's contribution percentage; provided, that
the qualified nonelective contributions satisfy the re-
quirements of Section 401(a)(4) of the Code both with
and without inclusion of such contributions used to
satisfy the requirements of this section, and provided
further, that the elective contributions satisfy the re-
quirements of section 401(k)(3) of the Code both with
and without the inclusion of contributions used to
satisfy the requirements of this section. Elective
contributions and qualified nonelective contributions
which are used to satisfy this section cannot be taken
into account to satisfy the requirement of section 4.4.
(v) Matching contributions treated as elective
contributions under section 4.4 shall not be included in
the determination of a participant's contribution
percentage.
(c) EXCESS AGGREGATE CONTRIBUTIONS. In the event that
excess aggregate contributions (as defined below) are made for
any plan year, such excess aggregate contributions (and any
income or loss allocable thereto) shall be distributed (or
forfeited, if forfeitable), as provided in subsection (d) below,
to highly compensated employees on the basis of the dollar
amount of contributions made by, or on behalf of, each of such
employees. The term "excess aggregate contributions" means for
any plan year, the excess of (i) the aggregate amount of
matching contributions actually paid to the plan on behalf of
highly compensated employees for such plan year, over (ii) the
maximum amount of such contributions permitted for such plan
year under subsection (a) above (determined by reducing
contributions made on behalf of highly compensated employees in
order of their contribution percentages beginning with the
highest of such percentages). The determination of excess
aggregate contributions will be made after first determining the
excess deferral amount and the excess contribution amount.
(d) DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS.
Except as provided below, the plan administrator shall
distribute the amount of the excess aggregate contributions
(determined in accordance with subsection (c) above), plus the
income (or minus the loss) allocable thereto, as soon as
practicable following the determination of such excess but in
any event by the last day of the plan year following the end of
the
<PAGE> 16
plan year for which such contributions were made. Under Section
4979 of the Code, a ten-percent tax is imposed on the employer
for any such excess aggregate contributions which are
distributed after more than 2 1/2 months after the last day of
the plan year for which such contributions were made. In the
event the participant is not fully vested in the excess
aggregate contribution, the non-vested portion of such excess
aggregate contribution shall be forfeited by the participant and
shall become a remainder, and shall be allocated among the
participants who had matching contributions credited on their
behalf during the plan year, other than those participants whose
matching contributions were distributable (or forfeitable) by
reason of subsection (c) above. Such allocation shall be in
accordance with the ratio each such participant's matching
contributions for the plan year bears to the total amount of
matching contributions made by all the participants, other than
those participants whose matching contributions were
distributable (or forfeitable) by reason of subsection (c)
above. A distribution of the excess aggregate contribution may
be made without regard to any notice or consent otherwise
required by the plan. Excess aggregate contributions, including
forfeited matching contributions, are treated as employer
contributions for purposes of Sections 404 and 415 of the Code.
The income or loss allocable to such excess aggregate
contributions shall be determined by multiplying the income or
loss allocable to the participant's employee and matching
contributions (and amounts, if any, treated as such for purposes
of the contribution percentage, but excluding such matching
contributions used in the actual deferral percentage test for
the plan year) by a fraction. The numerator of the fraction is
the excess aggregate contributions for the plan year. The
denominator is equal to (i) the total account balance of the
participant attributed to matching contributions as of the
beginning of the plan year, plus (ii) the matching contributions
(and amounts, if any, treated as such for purposes of the
contribution percentage, but excluding such matching
contributions used in the actual deferral percentage test for
the plan year).
<PAGE> 17
4.6 MULTIPLE USE LIMITATION. Notwithstanding the limitations
required by sections 4.4 and 4.6, a participant's elective contributions and
matching contributions may be limited under this section in order to prevent
"multiple use" under Sections 401(k) and 401(m) of the Code, as set forth below.
The multiple use limitation shall apply if the sum of the actual deferral
percentage and contribution percentage for the group of highly compensated
employees (determined after any corrections required under section 4.4 or 4.6)
exceeds the "aggregate limit". The aggregate limit shall be the greater of (i)
and (ii) below:
(i) the sum of (A) 1.25 times the greater of the
actual deferral percentage or the contribution
percentage for the preceding plan year for nonhighly
compensated employees and (B) two percentage points plus
the lesser of the actual deferral percentage or the
contribution percentage for the preceding plan year for
non-highly compensated employees (which amount shall not
exceed twice the lesser of such percentages),
(ii) the sum of (A) 1.25 times the lesser of the
actual deferral percentage or the contribution
percentage for the preceding plan year for nonhighly
compensated employees and (B) two percentage points plus
the greater of the actual deferral percentage or the
contribution percentage for the preceding plan year for
non-highly compensated employees (which amount shall not
exceed twice the greater of such percentages).
The application of the multiple use limitation shall be made in
accordance with Treasury regulations issued under Section 401(m)(9) of the Code.
If the multiple use limitation applies, then the actual deferral percentage or
contribution percentage of the highly compensated employees shall be reduced (in
the manner described in sections 4.4 or 4.6) until such limit shall be
satisfied. Alternatively, the employer may satisfy the multiple use limitation
by making qualified nonelective contributions to plan participants in accordance
with applicable Treasury regulations.
<PAGE> 18
4.7 ROLLOVER CONTRIBUTIONS. The plan administrator may, in
accordance with Section 402(c) of the Code, permit any employee of an employer
to make a qualifying rollover contribution to the plan. A "qualifying rollover
contribution" means the contribution to the plan by an employee of a portion or
all of an eligible rollover distribution (as defined in Section 402(f)(2)(A) or
as referred to in Section 401(a)(31)(c) of the Code). A qualifying rollover
contribution to be made by an employee must be made to the trust, in care of the
plan administrator, by not later than the sixtieth day following the day upon
which the employee received the distribution with respect to which the
qualifying rollover contribution is to be made. The plan administrator shall
refuse to permit the contribution to the plan of property other than money (and
shall require instead that the property be sold and the proceeds contributed).
If an employee makes a qualifying rollover contribution on a date other than an
accounting date (as defined in section 5.2 below), a segregated account shall be
established on such date on his behalf until the next accounting date under the
plan to reflect the income, losses, appreciation and depreciation attributable
thereto until such accounting date. A participant's qualifying rollover
contribution shall be credited to the participant's rollover account (as defined
in subsection 5.1(c) below) as of the accounting date coincident with or next
following the date the contribution is made.
4.8 TRANSFERRED BENEFITS. If a covered employee had previously
participated in any other qualified pension, profit sharing, stock bonus or
other retirement or employee benefit plan and such other plan permits the
transfer to this plan of the vested portion of the covered employee's benefits
under such other plan, and if so directed by the plan administrator in its
discretion, the trustee of the trust fund shall accept a transfer of cash to
this plan equal to the vested benefits of such employee under such other plan
which are being transferred to this plan. If the date on which such transfer is
received by the trustee is not an accounting date, a segregated account shall be
established on such date on behalf of the covered employee until the next
accounting date under the plan to reflect the income, losses, appreciation and
depreciation attributable thereto until such accounting date. The portion of a
participant's transferred benefits (as adjusted to reflect the investment
experience of a segregated account, if initially credited to a segregated
account) attributable to his deductible employee contributions under such other
plan shall be credited to his rollover contributions account, the portion of
transferred benefits attributable to his nondeductible contributions under such
other plan shall be credited to his nondeductible contributions account as of
the accounting date coincident with or next following the date the transfer is
made.
<PAGE> 19
4.9 DISTRIBUTION RESTRICTIONS. Notwithstanding any other
provision of this plan, any benefits transferred to this plan in accordance with
the provisions of section 4.10 from any defined benefit plan or defined
contribution plan which is subject to the minimum funding standards of Section
412 of the Code shall be distributed as follows:
(a) If the participant is married on his annuity
starting date, such participant's account balances shall be
applied for the purchase of a qualified joint and survivor
annuity, unless the participant has elected to waive the
qualified joint and survivor annuity form of benefit during the
applicable election period or during such other period as the
plan administrator in its discretion may permit. The term
"qualified joint and survivor annuity" means an annuity payable
for the life of a participant with a survivor annuity payable
for the life of the participant's spouse which is not less than
50 percent of the amount of the annuity payable during the joint
life of the participant and his spouse which may be purchased
with the participant's account balances.
(b) If the participant dies before his annuity starting
date and if he has a surviving spouse, a qualified preretirement
survivor annuity will be provided to the surviving spouse of
such participant unless such spouse consents or elects
otherwise. The term "qualified preretirement survivor annuity"
means an annuity for the life of the surviving spouse which is
purchased with 50 percent of the account balances of the
participant as of his date of death. The first such annuity
payment to the surviving spouse shall not be later than the
month in which the participant would have attained age 55 years.
The participant may elect to waive the qualified preretirement
survivor annuity during the applicable election period or during
such other period as the plan administrator in its discretion
may permit. For purposes of this subsection, a participant's
"surviving spouse" shall be the spouse of the participant, if
any, to whom the participant was married throughout the one year
period ending on the date of the participant's death. In the
event that a participant's surviving spouse is entitled to a
qualified preretirement survivor annuity hereunder, the amount
of the participant's account balances which are not applied to
the purchase of the qualified preretirement survivor annuity
shall be distributed in accordance with Article 6 of the plan.
Notwithstanding the foregoing, the participant's surviving
spouse may at any time consent to have all of the participant's
benefits paid in accordance with his election filed under
Article 6.
(c) The plan administrator shall provide each
participant within a reasonable period of time before his
annuity starting date and, at least once during the three plan
years commencing with the plan year in which the participant
attains age 32 years, a written explanation of (i) the terms and
conditions of the qualified joint and survivor annuity and the
qualified preretirement survivor annuity, (ii) the participant's
right to make an election to waive each such annuity form of
benefit payments and the effect of such election, (iii) the
participant's right to revoke an election to waive such annuity
forms of benefit payments and the effect of such revocation, and
(iv) the rights of the participant's spouse under this section.
(d) For purposes of subsection (a) above, the
"applicable election period" means the 90-day period ending on
the annuity starting date. For purposes of subsection (b) above,
the term "applicable election period" means the period which
begins on the first day of the plan year in which the
participant attains age 35 years and ends on the date of the
participant's death; provided that in the case of a participant
who has terminated his employment with the Penton Companies, the
applicable election period shall not begin later than the date
of his termination of employment.
(e) The participant's election to waive the qualified
joint and survivor annuity or the qualified preretirement
survivor annuity shall not take effect unless (i) the spouse
<PAGE> 20
of the participant consents in writing to such election, the
spouse's consent acknowledges the effect of such election and
such consent is witnessed by a plan representative or a notary
public, or (ii) it is established to the satisfaction of the
plan administrator that a required consent may not be obtained
because the participant is not married, because the spouse
cannot be located, or because such other circumstances of the
Secretary of the Treasury may by regulations prescribe. Any
consent by a spouse required under the preceding sentence shall
be effective only with respect to such spouse. The participant
may revoke any election to waive the qualified form of benefits
at any time during the applicable election period or during such
other period as the plan administrator may permit. If the
participant has filed an election meeting the requirements of
this section or if it is determined to the satisfaction of the
plan administrator that a participant has no spouse, then the
plan administrator shall distribute the participant's account
balances under the terms of Article 6 of the plan.
(f) For purposes of this section, the term "annuity
starting date" means the first day of the first period for which
an amount is received under this plan as an annuity.
(g) If the amount which is to be applied for the
purchase of an annuity under this section is not in excess of
$5,000, then the plan administrator may pay the participant or
his surviving spouse such amount in the form of a single sum
distribution, in lieu of paying such benefits in the form of an
annuity.
<PAGE> 21
4.10 RESTRICTED PARTICIPATION WITH RESPECT TO ROLLOVER
CONTRIBUTIONS AND TRANSFERRED BENEFITS. For purposes of the plan, a participant
with respect to whom a qualifying rollover contribution or a transfer of
benefits is made in accordance with section 4.10 or 4.11, respectively, shall
not be eligible to make salary reduction or participant contributions or have
matching employer contributions made on his behalf before becoming a participant
for all purposes of the plan in accordance with section 2.1.
<PAGE> 22
ARTICLE 5
---------
PLAN ACCOUNTING, INVESTMENT FUNDS AND COMPANY SHARES
----------------------------------------------------
5.1 SEPARATE PARTICIPANT ACCOUNTS. The plan administrator will
establish and maintain the following separate accounts with respect to plan
participants:
(a) An "employer contributions account" will be
maintained in the name of each participant for whom employer
contributions (other than salary reduction contributions) are
made which will reflect the employer's contributions (excluding
salary reduction contributions) made on his behalf to this plan
and the income, losses, appreciation and depreciation
attributable thereto.
(b) A "salary reduction contributions account" will be
maintained in the name of each participant who elects to have
salary reduction contributions made on his behalf which will
reflect the salary reduction contributions made on his behalf to
this plan and the income, losses, appreciation and depreciation
attributable thereto.
(c) A "rollover contributions account" will be
maintained in the name of each participant who elected to make
such contributions prior to the effective date which will
reflect his qualifying rollover contributions made to this plan
and the portions of his transferred benefits from another plan
attributable to his deductible contributions to that plan, if
any, and the income, losses, appreciation and depreciation
attributable thereto.
The plan administrator also may maintain such other accounts in the names of
participants as it considers desirable. Unless the context indicates otherwise,
reference in the plan to a participant's accounts or account balances shall
refer to all accounts maintained in his name under the plan. The maintenance of
separate accounts as provided above shall not require any physical segregation
of the trust fund with respect to such accounts. Participants shall at all times
have 100 percent vested and nonforfeitable interests in their salary reduction
contributions accounts, rollover contributions accounts and employer
contributions accounts under the plan.
5.2 ACCOUNTING DATES. An "accounting date" is each March 31,
June 30, September 30, and December 31, the date of the termination or any
partial termination of the plan and any other date designated as such by the
plan administrator. The three month period (or shorter period in the case of a
special accounting date) ending on each accounting date is sometimes referred to
herein as an "accounting period."
<PAGE> 23
5.3 DATE OF CREDITING CONTRIBUTIONS AND REMAINDERS. All employer
contributions and participant contributions made for any pay period ending
during an accounting period will be considered to have been made in cash and
will be credited to the proper participants' accounts on the accounting date
which ends that accounting period, regardless of when such contributions are
actually paid to the trust fund; provided that if the trustee or an investment
manager with respect to an investment fund (as described in section 5.4)
maintains participants' accounts and credits contributions received more
frequently than quarterly, contributions invested in that investment fund will
be considered made and will be credited as provided in accordance with the
accounting rules in effect with respect to that investment fund. Each remainder
shall be applied, as of the last day of the plan year in which the participant
with respect to whom the remainder arose terminated his employment, to reduce
the employer contribution otherwise required of the terminated participant's
employer for the pay period in which such last day of the plan year occurs (and
succeeding pay periods, if necessary) and shall be credited as an employer
contribution for such pay period. Notwithstanding anything in this section 5.3
to the contrary, remainders arising as a result of the reduction pursuant to
section 4.5 of employer contributions made on behalf of highly compensated
employees shall be allocated as of the last day of the plan year with respect to
which the remainder arose to the employer contributions accounts of participants
whose employer contributions were not reduced under section 4.5.
5.4 INVESTMENT FUNDS. From time to time the investment committee
appointed by the company with respect to the trust fund may cause one or more
investment funds (the "investment funds") to be established within the trust
fund for the investment of participants' accounts. The continued availability of
any investment fund is necessarily conditioned upon the terms and conditions of
the applicable investment management agreements and the continued availability
of investment funds established cannot be assured on the same terms and
conditions as may apply from time to time. It is contemplated that, as of the
effective date, there will be established a "Company Stock Fund" which normally
shall be invested and reinvested primarily in shares of common stock of the
company ("company shares") which qualify as "qualifying employer securities"
under Section 407(d)(5) of the Employee Retirement Income Security Act of 1974,
as amended. Any investment fund may be partially or entirely invested in any
common, commingled or collective trust fund, pooled investment fund or mutual
fund which is invested in property of the kind specified for that investment
fund.
<PAGE> 24
5.5 INVESTMENTS IN COMPANY SHARES. Participants may elect to
have a portion or all of their accounts invested by the trustee in the Company
Stock Fund. For this purpose it is intended that the plan be considered an
"eligible individual account plan" which explicitly provides for the acquisition
and holding of "qualifying employer securities" (as those terms are defined in
Sections 407(d)(3) and 407(d)(5) of the Employee Retirement Income Security Act
of 1974, as amended) and that the trustee may invest up to 100 percent of the
trust fund held by it in company shares, to the extent elected by participants
and to the extent that such company shares are available at a price and on terms
which the trustee considers in the best interests of participants. Company
shares may be acquired by the trustee through purchases on the open market,
private purchases, purchases from the employers (including purchases from the
company of treasury shares or authorized by unissued shares), or otherwise.
Except as respects company shares purchased on the open market, no purchase of
company shares shall be made at a price in excess of the closing price on the
New York Stock Exchange for company shares on the business day on which company
shares were last traded next preceding the date of purchase.
5.6 INVESTMENT ELECTIONS. As of any date, each participant may
elect, by giving notice to the plan administrator (or plan record keeper, to the
extent so permitted by the plan administrator) in advance, in accordance with
uniform rules established by the plan administrator and, if so required by the
plan administrator (or plan record keeper, as applicable), (i) to have his
account balances as of that date (after all adjustments as of that date have
been made) invested in accordance with his election entirely in one of the
investment funds or partially in each of two or more of the investment funds or
(ii) to have future employee and employer contributions made by him or on his
behalf (prior to any subsequent election he may make) invested in accordance
with his election entirely in one of the investment funds or partially in each
of two or more of the investment funds. During any period for which a
participant has not made either or both of the above elections, he will be
considered to have elected to have his account balances or his future
contributions, or both, as the case may be, invested in one or more of the
investment funds as designated by the investment committee in a uniform and
consistent manner. The plan administrator shall from time to time notify each
trustee or insurance company with custody of an investment fund of the aggregate
amounts to be invested in each investment fund in accordance with participants'
elections.
<PAGE> 25
5.7 CHARGING PAYMENTS AND DISTRIBUTIONS. All payments,
withdrawals or other distributions or loans made to or on behalf of a
participant or his beneficiary will be charged to the participant's accounts
when made and (unless otherwise directed by the participant or beneficiary) will
be charged to the investment funds in which the participant's accounts are
invested in such manner or pursuant to such procedures as shall be prescribed by
the committee.
5.8 QUARTERLY ADJUSTMENT OF PARTICIPANTS' ACCOUNTS. As of each
accounting date, the plan administrator shall adjust the account balances of
plan participants to reflect payments and withdrawals of benefits, adjustments
in the values of the investment funds and employers' and participants'
contributions, as follows:
(a) First, all payments, withdrawals and transfers of
benefits made since the last preceding accounting date that have
not been charged previously shall be charged to the proper
accounts;
(b) Next, the accounts of each participant shall be
credited with his pro rata share of any increase, or charged
with his pro rata share of any decrease, since the next
preceding accounting date in the value of the adjusted net worth
(as defined below) of each investment fund in the trust fund in
which he has an interest as of that date (after taking into
account any charges in accordance with subsection (a) next
above); provided that if contributions invested in any
particular investment fund are credited more frequently than
quarterly, each participant's accounts will be credited with
increases or decreases in the adjusted net worth of that
investment fund in accordance with the accounting rules in
effect with respect to that investment fund;
(c) Next, the employers' contributions (excluding salary
reduction contributions) and remainders, if any, that are to be
credited as of that date shall be credited to the proper
participants' employer contributions accounts; and
(d) Next, the employers' salary reduction contributions
shall be credited to the proper participants' salary reduction
contributions accounts.
The "adjusted net worth" of an investment fund as of any date means the then net
worth of the investment fund as determined by the trustee or insurance company
with custody of that investment fund in accordance with the provisions of the
applicable agreement with the trustee or insurance company (with unallocated
company shares in the Company Stock Fund being valued as provided in section
5.10 and with previously allocated company shares and company shares resulting
from stock dividends on or split ups of such previously allocated company shares
being disregarded), less an amount equal to the sum of any employers'
contributions and participants' contributions (including rollover contributions
and transferred benefits) held in that fund but not yet credited to the accounts
of participants.
<PAGE> 26
5.9 STATEMENT OF ACCOUNTS. As soon as practicable after the last
day of each plan year, and at such other times as the plan administrator
considers desirable, each participant will be furnished with a statement
reflecting the condition of his accounts as of that date. No participant, except
a member of the plan administrative committee, shall have the right to inspect
the records reflecting the accounts of any other participant.
5.10 ALLOCATION OF COMPANY SHARES. As of each accounting date,
all unallocated company shares then held under the Company Stock Fund shall be
considered as purchased for the accounts of participants who have elected to
invest in the Company Stock Fund to the extent their respective accounts can be
charged therefor on the basis of the average purchase price paid for such
shares, and such company shares shall be so allocated to participants' accounts
and their accounts charged therefor. For purposes of allocating company shares
and charging accounts therefor, the average purchase price of company shares to
be charged to participants' accounts shall be determined by dividing the total
purchase price paid for all company shares purchased by the trustee since the
preceding accounting date by the total number of unallocated company shares
(excluding company shares resulting from stock dividends on or split ups of
allocated company shares). In applying the provisions of the next preceding
sentence, any unallocated company shares which have been contributed by the
employers as a part of the employers' contribution shall be deemed to have been
purchased by the trustee for an amount equal to the fair market value of such
shares when they were contributed and any unallocated company shares to be
allocated as of an accounting date shall include company shares resulting from
trades which have been executed but not settled by that accounting date.
5.11 ADDITIONAL ACCOUNTING RULES. The following additional
accounting rules apply to participants who have elected to invest in the Company
Stock Fund and have had company shares credited to their accounts:
(a) As of each accounting date, uncredited cash
dividends attributable to company shares previously allocated to
a participant's accounts shall be credited to his accounts.
(b) As of each accounting date, uncredited whole and
fractional company shares resulting from stock dividends or
split ups attributable to company shares previously allocated to
a participant's accounts shall be credited to such accounts.
(c) If rights or warrants are issued with respect to any
company shares held by the trustee, such rights or warrants
shall be sold by the trustee and the proceeds thereof shall be
appropriately reflected in participants' accounts in accordance
with rules established by the committee and uniformly applied.
<PAGE> 27
5.12 VOTING OF COMPANY SHARES. The trustee shall furnish to each
participant who has company shares credited to his accounts notice of the date
and purpose of each meeting of the stockholders of the company at which such
company shares are entitled to be voted. The trustee shall request from each
such participant instructions as to the voting at that meeting of company shares
credited to his accounts. If the participant furnishes such instructions to the
trustee within the time specified in the notification given to him, the trustee
shall vote such company shares in accordance with the participant's
instructions. All company shares credited to accounts as to which the trustee
does not receive voting instructions as specified above, and all unallocated
company shares held by the trustee, shall be voted by the trustee
proportionately in the same manner as it votes company shares to which the
trustee had received voting instructions as specified above. Similarly, the
trustee shall furnish to each participant who has company shares credited to his
accounts notice of any tender offer for, or a request or invitation for tenders
of, company shares made to the trustee. The trustee shall request from each such
participant instructions as to the tendering of company shares credited to his
accounts and for this purpose the trustee shall provide participants with a
reasonable period of time in which they may consider any such tender offer for
or request or invitation for tenders of, company shares made to the trustee. The
trustee shall tender the company shares as to which the trustee has received
instructions to tender from participants within the time specified by the
trustee. Company shares credited to accounts as to which the trustee has not
received instructions from participants shall not be tendered. As to all
unallocated company shares held by the trustee, the trustee shall tender the
same proportion thereof as the company shares as to which the trustee has
received instructions from participants to tender bear to all company shares
with respect to which the trustee has received instructions from participants to
tender and not to tender. In carrying out its responsibilities hereunder the
trustee may rely on information furnished to it by the committee, including the
names and current addresses of participants, the number of company shares
credited to their accounts, and the number of shares held by the trustee that
have not yet been allocated.
<PAGE> 28
ARTICLE 6
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PAYMENT OF ACCOUNT BALANCES
---------------------------
6.1 BENEFIT PAYMENT. Upon the termination of a participant's
employment with the Penton Companies or upon the death of a participant, he
shall have a 100% vested and nonforfeitable interest in the balances of all of
his accounts, including his employer contributions account, and the balances in
all of his accounts, as of the accounting date coincident with or next following
the date of his termination of employment or death (after all adjustments
required under the plan as of that date have been made, but subject to any
further adjustments required under the plan prior to the complete distribution
of his accounts), along with any contributions made with respect to him
previously but not credited to his accounts, shall be distributable to him, or
in the event of his death to his beneficiary in accordance with this Section
6.1. A participant's account balances shall be paid to or for the benefit of the
participant or his beneficiary following his termination of employment or death
by (i) payment in a lump sum; (ii) payment in a series of substantially equal
monthly, quarterly or annual installments over a period of time not exceeding
the lesser of (A) 30 years, or (B) the life expectancy of the participant or, if
the participant has designated a beneficiary who is an individual, the joint
life and last survivor expectancy of the participant and his designated
beneficiary (as determined by the plan administrator in accordance with the
actuarial tables adopted by it for this purpose), or (iii) a combination of such
lump sum and installment payments. Payments may be made in cash or in property
held in the participant's account at the time of distribution, or partly in each
provided that the property is distributed at its fair market value as of the
date of distribution as determined by the trustee, and provided, to the extent
permitted by applicable law, that property may be distributed only if it is
capable of distribution in kind, and otherwise shall be converted into and paid
in cash.
Notwithstanding the foregoing, if distribution of a participant's accounts has
not commenced prior to his death, the participant's accounts shall be
distributed within five years of the date of his death or as follows:
(a) If the participant's accounts are payable to or for
the benefit of a designated beneficiary who is an individual and
such accounts are distributed over a period beginning not later
than one year after the participant's death (or such later date
as the Secretary of the Treasury may by regulations prescribe),
then such accounts may be distributed to such designated
beneficiary over a period not exceeding the lesser of 30 years
or the beneficiary's life expectancy.
(b) If the participant's designated beneficiary is his
surviving spouse, distribution of the participant's accounts to
such surviving spouse need not begin until the date the
participant would have attained age 70-1/2 years. If the
surviving spouse dies
<PAGE> 29
before distributions to such spouse begin, distribution of the
participant's accounts pursuant to this section 6.1 shall be
made as if the surviving spouse were the employee.
6.2 SELECTION OF TIME AND MANNER OF BENEFIT PAYMENT. A
participant may elect the method of distribution of his benefits and, if he so
desires, may direct how his benefits are to be paid to his beneficiaries. The
plan administrator shall select the method of distributing a participant's
benefits to him or his beneficiary if a participant has not filed a direction
with the plan administrator. Unless the participant or the plan administrator
elects to defer payment, payment of a participant's benefits normally will be
made, or installment payments normally will commence, within a reasonable period
of time after a participant's termination of employment, but not later than 60
days after the end of the plan year in which occurs the later of the
participant's termination of employment or his attainment of age 65 years;
provided that payment of his account balances must commence no later than April
1 of the calendar year following the calendar year in which he attains 70-1/2
years. In addition, notwithstanding anything in this Article 6 to the contrary,
no amount attributable to the employers' contributions made on behalf of a
participant while such participant was a five percent owner shall be distributed
to such participant before he attains age 59-1/2 years unless such distribution
is a result of the participant's disability within the meaning of Section
72(m)(7) of the Code. The participant and, if the participant is married at his
benefit commencement date, the participant's spouse must consent in writing to
the distribution of any part of the participant's benefits under the plan if (i)
the lump sum actuarially equivalent value of the participant's benefits is
greater than $5,000 and (ii) distribution is to commence before the participant
attains (or would have attained) age 65 years. No consent is required before the
commencement of the distribution of benefits if (i) the lump sum actuarially
equivalent value of the participant's benefits is not greater than $5,000, or
(ii) distribution commences after the participant attains (or would have
attained) age 65 years. Written consent of the participant and the participant's
spouse to the distribution must be filed with the plan administrator not more
than 90 days before the benefit commencement date.
<PAGE> 30
6.3 DESIGNATED BENEFICIARIES. A participant may from time to
time designate a beneficiary or beneficiaries to whom the participant's benefits
will be distributed in the event of the participant's death prior to complete
payment of his benefits under the plan. A participant may designate contingent
or successive beneficiaries and may name individuals, legal persons or entities,
trusts, estates, trustees or other legal representatives as beneficiaries.
Notwithstanding the foregoing or any beneficiary designation filed by a
participant, if a participant is married at the date of his death, the
participant's surviving spouse will be his designated beneficiary for all
purposes of the plan unless the surviving spouse consents in writing to the
participant's designation of another beneficiary. Beneficiary designations must
be completed and filed with the plan administrator during the participant's
lifetime. A beneficiary designation properly completed and filed will cancel all
such designations filed earlier. The consent of a surviving spouse to the
participant's designation of another beneficiary must be in writing, must
acknowledge the effect of such designation, and must be witnessed by a plan
representative or a notary public.
6.4 PAYMENTS TO SUBSTITUTE BENEFICIARIES. If a participant fails
to designate a beneficiary before his death or if the beneficiary designated by
a participant dies before the date of the participant's death or before complete
payment of the participant's benefits, the plan administrator in its discretion
may direct the trustee to pay the participant's benefits to either one or more
of the participant's relatives by blood, adoption or marriage, in such
proportions as the plan administrator determines, or to the legal representative
or representatives of the estate of the last to die of the participant and his
desig nated beneficiary. Each participant and other person entitled to benefits
under the plan must from time to time file with the plan administrator in
writing his current post office address. Neither the employers nor the plan
administrator is required to search for or locate any participant or other
person entitled to benefits under the plan. If the plan administrator notifies a
person entitled to benefits under the plan that he is entitled to a payment at
his last post office address filed with the plan administrator and the
participant or other person entitled to benefits fails to claim his benefits or
make his whereabouts known to the plan administrator within three years after
the notification, his benefits will be disposed of, to the extent permitted by
federal law, as follows:
(a) If the whereabouts of the participant then is
unknown to the plan administrator, but the whereabouts of the
participant's designated beneficiary then is known to the plan
administrator, payment may be made to such designated
beneficiary.
(b) If the whereabouts of the participant and his
designated beneficiaries then is unknown to the plan
administrator, but the whereabouts of one or more relatives by
blood, adoption or marriage of the participant is known to the
plan administrator, payment may be made to any one or more of
such relatives and in such proportions as the plan administrator
determines.
<PAGE> 31
6.5 PAYMENT WITH RESPECT TO INCAPACITATED PARTICIPANTS OR
BENEFICIARIES. If any person entitled to benefits under the plan is under a
legal disability or, in the plan administrator's opinion, is incapacitated in
any way so as to be unable to manage his financial affairs, the plan
administrator may direct the payment of such benefits to such person's legal
representative, or to a relative or friend of such person for such person's
benefit, or the plan administrator may direct the application of such benefits
for the benefit of such person in any manner which the plan administrator may
select that is permitted by federal law and is consistent with the plan. Any
payments made in accordance with the foregoing provisions of this section shall
be a full and complete discharge of any liability for such payments.
6.6 DIRECT ROLLOVER OF DISTRIBUTIONS. (a) Notwithstanding any
provision of the plan to the contrary that would otherwise limit a distributee's
election under this Section, a distributee may elect, at the time and in the
manner prescribed by the plan administrator, to have any portion of an eligible
rollover distribution paid directly to an eligible retirement plan specified by
the distributee in a direct rollover.
(b) An "eligible rollover distribution" is any distribution of
all or any portion of the balance to the credit of the distributee, except that
an eligible rollover distribution does not include: any distribution that is one
of a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the distributee's
designated beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code; and the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).
(c) An "eligible retirement plan" is an individual retirement
account described in Section 408(a) of the Code, an individual retirement
annuity described in Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, or a qualified trust described in Section 401(a) of
the Code, that accepts the distributee's eligible rollover distribution.
However, in the case of an eligible rollover distribution to the surviving
spouse, an eligible retirement plan is an individual retirement account or
individual retirement annuity.
(d) A "distributee" includes an employee or former employee. In
addition, the employee's or former employee's surviving spouse and the
employee's or former employee's spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined in Section 414(p)
of the Code, are distributees with regard to the interest of the spouse or
former spouse.
(e) A "direct rollover" is a payment by the plan to the eligible
retirement plan specified by the distributee."
<PAGE> 32
ARTICLE 7
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WITHDRAWALS AND LOANS DURING EMPLOYMENT,
----------------------------------------
VOLUNTARY INSURANCE COVERAGE
----------------------------
7.1 WITHDRAWAL OF PARTICIPANT CONTRIBUTIONS. A participant may
withdraw not more than his total unwithdrawn contributions which have been
credited to his nondeductible contributions account (but not in excess of the
then balance in such account) by filing a written request with the plan
administrator at least 30 days in advance.
7.2 AGE 59-1/2 AND HARDSHIP WITHDRAWALS. A participant who has
attained age 59-1/2 years or who is experiencing a financial hardship may
request a withdrawal of all or any portion of his accounts except his employer
contributions account (and except earnings attributable after January 1, 1989 to
his salary reduction contributions) by filing a written request with the plan
administrator at least 30 days in advance. The plan administrator will have
discretion to grant or deny any such requests for hardship withdrawals, subject
to the following:
(a) Each request for financial hardship must describe
the hardship for which the withdrawal is requested.
(b) A withdrawal shall be considered on account of
financial hardship if it is necessary in light of the
participant's immediate and heavy financial need as described in
(i) below and it is necessary to satisfy such financial need, as
described in (ii) below.
(i) A withdrawal will be on account of immediate
and heavy financial need only if it is on account of (A)
medical expenses incurred by the participant or the
participant's spouse or dependents; (B) the purchase
(excluding mortgage payments) or major improvement of a
principal residence for the participant; (C) payment of
tuition of post-secondary education for the participant
or the participant's spouse, children or dependents; (D)
the need to prevent the eviction of the participant from
the participant's principal residence or the foreclosure
on the mortgage of the participant's principal
residence; or (E) such other purpose deemed by the
Commissioner of the Internal Revenue Service to
constitute immediate and heavy financial need.
(ii) A withdrawal will be necessary to satisfy
the financial need described in (i) above only if (A)
the withdrawal does not exceed the amount necessary to
meet such financial needs; and (B) the participant has
obtained all distributions, other than hardship
withdrawals, currently available under all plans
maintained by the employers.
<PAGE> 33
7.3 LOANS TO PARTICIPANTS. While it is the primary purpose of
the plan to provide funds for participants when they leave the Penton Companies,
it is recognized under some circumstances it would be in the best interests of
participants to permit loans to be made to them. Accordingly, the plan
administrator may direct that a loan be made to a participant, subject to the
provisions of Supplement A to the plan.
7.4 NO REPRESENTATION REGARDING TAX EFFECT OF WITHDRAWALS OR
LOANS. Neither the employers, the plan administrator, the trustee nor any other
person shall be construed as representing the tax effects of any withdrawals or
loans in accordance with this Article. It shall be the responsibility of
participants requesting withdrawals or loans to consider the tax effects of such
withdrawals or loans requested by such participant.
<PAGE> 34
ARTICLE 8
---------
MAXIMUM CONTRIBUTIONS
---------------------
8.1 CONTRIBUTION LIMITATIONS. Section 415 of the Code imposes
certain limitations on the amount of contributions that may be allocated to a
participant under a defined contribution plan (as defined in Section 414(i) of
the Code) maintained by his employer. If a participant in a defined contribution
plan maintained by his employer also is a participant in a defined benefit plan
(as defined in Section 414(j) of the Code) maintained by his employer, Section
415 of the Code imposes certain combined limitations as to the aggregate amount
of contributions and benefits that may be provided for the participant under
both types of plans. This plan is a defined contribution plan and, therefore,
each participant in the plan shall be subject to the maximum contribution and
benefit limitations set forth in section 8.2 or section 8.3, whichever applies,
irrespective of any other provisions of the plan. For purposes of Section 415 of
the Code and this Article 9, the "limitation year" with respect to this plan is
the plan year, and a participant's "total compensation" means, with respect to
any plan year, the total compensation paid to the participant during that year
for services rendered to the Penton Companies as an employee that is subject to
withholding for federal income tax purposes (before taking into account any
withholding exemptions), plus the amount of any salary reduction contributions
made pursuant to this plan or any other plan that satisfies the requirements of
Section 401(k) or 125 of the Code, but excluding any noncash compensation and
any compensation deferred beyond the participant's termination of employment. In
applying the limitations set forth in sections 8.2 and 8.3, reference to the
plan shall mean the plan and all other defined contribution plans (whether or
not terminated) maintained by the Penton Companies ("related defined
contribution plans") and reference to a defined benefit plan main tained by the
Penton Companies shall mean that plan and all other defined benefit plans
(whether or not terminated) ("related defined benefit plans") maintained by the
Penton Companies.
8.2 PARTICIPANT COVERED BY DEFINED CONTRIBUTION PLAN ONLY. If a
participant in the plan is not covered by a defined benefit plan maintained by
the Penton Companies, the annual addition (as defined below) which is allocated
to his accounts under this plan and under any related defined contribution plans
maintained by the Penton Companies shall not exceed the lesser of $30,000 (or,
if greater, one-fourth of the defined benefit dollar limitation set forth in
Section 415(b)(1) of the Code, as adjusted pursuant to Section 415(d) thereof
for such year), (the "defined contribution dollar limitation") or 25 percent of
the participant's total compensation for such limitation year. In applying the
preceding limitation, the annual addition to a participant's accounts under any
such related defined contribution plan will be limited before the annual
addition to his account under this plan is limited. Any excess contributions
resulting from the allocation of forfeitures, a reasonable error in estimating a
participant's annual earnings or such other limited facts and circumstances as
the Commissioner of the Internal Revenue Service may prescribe and not allocable
to a participant's accounts under the plan by reason of the limitations on
additions under Section 415 of the Code shall be disposed of as follows:
<PAGE> 35
(a) Any nondeductible voluntary contributions to the
extent they would reduce the excess amount shall be returned to
the participant;
(b) If after the application of subsection (a) above an
excess amount still exists, any elective contributions described
in subsection 3.1(b) elected by a participant in accordance with
section 3.1 which cannot be credited to a participant's accounts
because of the limitations of this section 8.2 or section 8.3
shall be returned to the participant along with earnings accrued
thereon;
(c) If after the application of subsections (a) and (b)
above an excess amount still exists, and if the participant is
covered by the plan at the end of the limitation year, the
excess amount shall be used to reduce employer contributions for
such participant in the next limitation year, and each
succeeding year if necessary; and
(d) If after the application of subsections (a) and (b)
above an excess amount still exists and the participant is not
covered by the plan at the end of the limitation year, the
excess amount shall be held unallocated in a suspense account
and the suspense account shall be applied to reduce future
employer contributions for all remaining participants in the
next limitation year, and each succeeding limitation year if
necessary.
A participant's "annual addition" for any plan year means the
sum for that year of the following:
(i) EMPLOYER CONTRIBUTIONS. Employer contributions
(including elective contributions) credited to the participant's
accounts under this plan and under any related defined
contribution plans;
(ii) FORFEITURES. Forfeitures credited to the
participant's accounts under this plan or under any related
defined contribution plans;
(iii) PARTICIPANT VOLUNTARY CONTRIBUTIONS. The
amount of the participant's voluntary contributions to any
related defined contribution or defined benefit plan (determined
without regard to rollover contributions, if any); and
(iv) CERTAIN MEDICAL EXPENSES FOR KEY EMPLOYEES.
The amounts attributable to medical benefits allocated to an
account of a key employee, as described in Section 419A(d) of
the Code.
<PAGE> 36
8.3 PARTICIPANT COVERED BY DEFINED CONTRIBUTION PLAN AND DEFINED
BENEFIT PLAN. Prior to January 1, 2000, if a participant in the plan also is a
participant in a defined benefit plan maintained by the Penton Companies, the
contributions made on behalf of the participant and the benefits payable to the
participant shall be determined in a manner consistent with Section 415 of the
Code, as follows:
(a) DEFINED CONTRIBUTION FRACTION. A fraction shall be
determined, the numerator of which shall be the participant's
annual additions under all related defined contribution plans
for each limitation year (determined in accordance with the plan
provisions as in effect for such year), and the denominator of
which shall be the aggregate of the "defined contribution
limitation amounts" in effect for each year of the participant's
employment by the Penton Companies. The "defined contribution
limitation amount" for any limitation year shall be the lesser
of (i) 1.25 multiplied by the dollar limitation in effect under
Section 415(c)(1)(A) of the Code for such year, provided that in
any year in which the plan would be a top-heavy plan if 90
percent were substituted for 60 percent in section 13.2, 1.0
shall be substituted for 1.25, or (ii) 1.4 multiplied by 25
percent of the participant's total compensation for such year.
The "defined contribution limitation amount", for any year shall
be the lesser of (i) 1.25 multiplied by the dollar limitation in
effect under Section 415(c)(l)(A) of the Code for such year,
provided that in any year in which the plan would be a top-heavy
plan if 90 percent were substituted for 60 percent in section
13.2, 1.0 shall be substituted for 1.25, or (ii) 1.4 multiplied
by 25 percent of the participant's total compensation for such
year. The numerator of this fraction shall be adjusted in
accordance with applicable regulations to preserve the
participant's benefits accrued as of the close of the last
limitation year beginning before December 31, 1986.
(b) DEFINED BENEFIT FRACTION. A fraction shall also be
determined, the numerator of which shall be the benefits accrued
or payable to or for such participant under the related defined
benefit plans as of the end of the limitation year, and the
denominator of which shall be the "defined benefit limitation
amount" in effect for that year. The "defined benefit limitation
amount" for any limitation year shall be the lesser of (i) 1.25
multiplied by the dollar limitation in effect under Section
415(b)(1)(A) of the Code for such year, provided that in any
year in which the plan would be a top-heavy plan if 90 percent
were substituted for 60 percent in section 13.2, 1.0 shall be
substituted for 1.25, or (ii) 1.4 multiplied by 100 percent of
the participant's average annual total compensation for the
three consecutive plan years during which the participant
actively participated in such a plan and in which the
participant's aggregate total compensation was the greatest;
provided that such amount shall be appropriately adjusted if
necessary as provided in Section 415(b) of the Code.
(c) COMBINED LIMITATION. The contributions under this
plan and under any related defined contribution plans and the
benefits under all related defined benefit plans will be
adjusted to the extent necessary (by first adjusting the
benefits and contributions under such other plans) so that the
sum of the fractions determined with respect to any participant
in accordance with subsections (a) and (b) above will not exceed
1.0 (or such other applicable maximum amount permitted by law).
<PAGE> 37
ARTICLE 9
---------
GENERAL PROVISIONS
------------------
9.1 EXAMINATION OF PLAN DOCUMENTS. Copies of the plan and any
amendments thereto will be on file at the principal office of each employer
where they may be examined by any participant or any other person entitled to
benefits under the plan.
9.2 NOTICES. Any notice or document relating to the plan
required to be given to or filed with the plan administrator or any employer
shall be considered as given or filed if delivered or mailed by registered or
certified mail, postage prepaid, to the plan administrator, in care of the
company, at 1100 Superior Avenue, Cleveland, Ohio 44114.
9.3 NONALIENATION OF PLAN BENEFITS. The rights or interests of
any participant or any participant's beneficiaries to any benefits or future
payments under the plan shall not be subject to attachment or garnishment or
other legal process by any creditor of any such participant or beneficiary, nor
shall any such participant or beneficiary have any right to alienate,
anticipate, commute, pledge, encumber or assign any of the benefits or rights
which he may expect to receive (contingently or otherwise) under the plan,
except as may be required by the tax withholding provisions of the Code or of a
state's income tax act or pursuant to a qualified domestic relations order (as
defined in Section 414(p) of the Code); provided that all such amounts are only
payable under the plan in the form of an immediate single sum payment.
9.4 NO EMPLOYMENT OR BENEFIT GUARANTY. None of the establishment
of the plan, any modification thereof, the creation of any fund or account, or
the payment of any benefits shall be construed as giving to any participant or
other person any legal or equitable right against the employers, the plan
administrator or any trustee except as provided herein. Under no circumstances
shall the maintenance of this plan constitute a contract of employment or shall
the terms of employment of any participant be modified or in any way affected
hereby. Accordingly, participation in the plan will not give any participant a
right to be retained in the employ of any employer. Neither the plan
administrator nor any employer in any way guarantees any assets of the plan from
loss or depreciation or any payment to any person. The liability of the plan
administrator or any employer as to any payment or distribution of benefits
under the plan is limited to the available assets of the trust fund.
<PAGE> 38
9.5 LITIGATION. In any action or proceeding regarding any plan
assets, any plan benefits or the administration of the plan, employees or former
employees of the employers, their beneficiaries and any other persons claiming
to have an interest in the plan shall not be necessary parties and shall not be
entitled to any notice of process. Any final judgment which is not appealed or
appealable and which may be entered in any such action or proceeding shall be
binding and conclusive on the parties hereto and on all persons having or
claiming to have any interest in the plan. To the extent permitted by law, if a
legal action is begun against the plan administrator, an employer, or any
trustee by or on behalf of any person and such action results adversely to such
person, or if a legal action arises because of conflicting claims to a
participant's or other person's benefits, the cost of the employers, the plan
administrator, or the trustee of defending the action will be charged to the
sums, if any, which were involved in the action or were payable to the
participant or the other person concerned. Acceptance of participation in the
plan shall constitute a release of the Penton Companies, the plan administrator,
any trustee and their agents from any and all liability and obligation not
involving willful misconduct or gross neglect to the extent permitted by
applicable law. Notwithstanding any other provisions of the plan, if the plan
administrator is required by a final court order to distribute the benefits of a
participant other than in a manner required under the plan, then the plan
administrator shall cause the participant's benefits to be distributed in a
manner consistent with such final court order. However, the plan administrator
shall not be required to comply with the requirements of a final court order in
an action in which the plan administrator, a trustee, the plan or the trust was
not a party, except to the extent such a final court order is a qualified
domestic relations order requiring an immediate single sum payment.
9.6 EVIDENCE. Evidence required of anyone under the plan shall
be signed, made or presented by the proper party or parties and may be by
certificate, affidavit, document or other information which the person acting
thereon considers pertinent and reliable.
9.7 GENDER AND NUMBER. Words denoting the masculine gender shall
include the feminine and neuter genders, the singular shall include the plural
and the plural shall include the singular wherever required by the context.
9.8 WAIVER OF NOTICE. Any notice required under the plan may be
waived by the person entitled to notice.
<PAGE> 39
9.9 APPLICABLE LAW. The plan shall be construed in accordance
with the provisions of the Employee Retirement Income Security Act of 1974, as
amended, and other applicable federal laws and, to the extent not inconsistent
with such laws, with the laws of the state of Illinois.
9.10 SEVERABILITY. If any provisions of the plan shall be held
illegal or invalid for any reason, such illegality or invalidity shall not
affect the remaining provisions of the plan, and the plan shall be construed and
enforced as if such illegal and invalid provisions had never been set forth in
the plan.
9.11 FIDUCIARY RESPONSIBILITIES. It is specifically intended
that all provisions of the plan shall be applied so that all fiduciaries with
respect to the plan shall be required to meet the prudence and other
requirements and responsibilities of applicable law to the extent such
requirements of responsibilities apply to them. No provisions of the plan are
intended to relieve a fiduciary from any responsibility, obligation, duty or
liability imposed by applicable law. In general, a fiduciary shall discharge his
duties with respect to the plan solely in the interests of participants and
other persons entitled to benefits under the plan and with the care, skill,
prudence, and diligence under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of like character and with like aims.
9.12 FUNDING OF PLAN BENEFITS. A "trust fund" will be maintained
in order to implement and carry out the provisions of the plan. The trust fund
from time to time shall consist of one or more funds established through one or
more trust agreements or through a combination of insurance contracts and trust
agreements, as determined by the company. Such funds shall be maintained for the
purpose of receiving and holding contributions to the plan and the interest and
other income thereon and paying benefits provided under the plan. The company
shall determine the form and terms of each insurance contract and trust
agreement and from time to time may direct the transfer of amounts held in any
such fund to any such other fund in accordance with the provisions of the
applicable trust agreements or insurance contracts. Subject to applicable law,
benefits provided through any insurance contract will be paid in accordance with
its terms and conditions.
<PAGE> 40
9.13 SUPPLEMENTS. From time to time supplements may by amendment
be attached to and form a part of this plan. Such supplements may modify or
supplement the provisions of the plan as they apply to particular groups of
employees or groups of participants, shall specify the persons affected by such
supplements and shall supersede the other provisions of the plan to the extent
necessary to eliminate inconsistencies between the plan provisions and the
provisions of such supplements.
<PAGE> 41
ARTICLE 10
----------
RELATING TO PLAN ADMINISTRATION
-------------------------------
10.1 PLAN ADMINISTRATOR'S DUTIES. As provided in section 1.2, a
committee appointed by the company is responsible for the administration of the
plan. Except as otherwise specifically provided and in addition to the powers,
rights and duties specifically given to the plan administrator elsewhere in the
plan, the plan administrator shall have the following powers, rights and duties:
(a) To construe and interpret the plan, to decide all
questions of plan eligibility, to make findings of fact, to
determine the amount, manner and time of payment of any benefits
under the plan, and to remedy ambiguities, inconsistencies or
omissions.
(b) To adopt such rules of procedure as may be necessary
for the efficient administration of the plan and as are
consistent with its terms and such rules.
(c) To make determination as to the right of any person
to a benefit, to afford any person dissatisfied with such
determination the right to a hearing thereon, and to direct
payments or distributions from the trust fund in accordance with
the provision of the plan.
(d) To furnish the employers with such information as
may be required by them for tax or other purposes in connection
with the plan.
(e) To enroll participants in the plan, distribute and
receive plan administration forms and comply with all applicable
governmental reporting and disclosure requirements.
(f) To employ agents, attorneys, accountants, actuaries
or other persons (who also may be employed by the employers, the
trustee, or any investment manager or managers) and to allocate
or delegate to them such powers, rights and duties as the plan
administrator considers necessary or advisable to properly carry
out the administration of the plan, provided that any such
allocation or delegation and the acceptance thereof must be in
writing.
(g) To administer loans under the plan.
(h) To amend Supplement A to the plan.
<PAGE> 42
10.2 ACTION BY PLAN ADMINISTRATOR. During a period in which two
or more plan administrative committee members are acting, any action by the plan
administrator will be subject to the following provisions:
(a) The committee may act by meeting or by document
signed without meeting, and documents may be signed through the
use of a single document or concurrent documents.
(b) A committee member by writing may delegate part or
all of his rights, powers, duties and discretions to any other
committee member, with such other committee member's consent.
(c) The committee shall act by a majority decision,
which action shall be as effective as if such action had been
taken by all members of the committee; provided that by majority
action one or more committee members or other persons may be
authorized to act with respect to particular matters on behalf
of all committee members.
(d) If there is an equal division among the committee
members with respect to any questions, a disinterested party may
be selected by a majority vote to decide the matter. Any
decision by such disinterested party will be binding.
(e) The certificate of the secretary of the committee or
the majority of the committee members that the committee has
taken or authorized any action shall be conclusive in favor or
any person relying on such certificate.
(f) Except as required by law no member of the committee
shall be liable or responsible for an act or omission of other
committee members in which the former has not concurred.
10.3 INFORMATION REQUIRED FOR PLAN ADMINISTRATION. The employers
shall furnish the plan administrator with such data and information as it
considers necessary or desirable to perform its duties with respect to plan
administration. The records of an employer as to an employee's or participant's
period or periods of employment, termination of employment and reason therefor,
leaves of absence, reemployment and compensation will be conclusive on all
persons unless determined to the plan administrator's satisfaction to be
incorrect. Participants and other persons entitled to benefits under the plan
also shall furnish the plan administrator with such evidence, data or
information as the plan administrator considers necessary or desirable for the
plan administrator to perform its duties with respect to plan administration.
<PAGE> 43
10.4 DECISION OF PLAN ADMINISTRATOR FINAL. Subject to applicable
law and the provisions of section 10.5, any interpretation of the provisions of
the plan and any decision on any matter within the discretion of the plan
administrator made by the plan administrator in good faith shall be binding on
all persons. A misstatement or other mistake of fact shall be corrected when it
becomes known and the plan administrator shall make such adjustment on account
thereof as the plan administrator considers equitable and practicable.
10.5 REVIEW OF BENEFIT DETERMINATIONS. If a claim for benefits
made by a participant or his beneficiary is denied, the plan administrator shall
within 90 days (or 180 days if special circumstances require an extension of
time) after the claim is made furnish the person making the claim with a written
notice specifying the reasons for the denial. Such notice shall also refer to
the pertinent plan provisions on which the denial is based, describe any
additional material or information necessary for properly completing the claim
and explain why such material or information is necessary, and explain the
plan's claim review procedures. If requested in writing, the plan administrator
shall afford each claimant whose claim has been denied a full and fair review of
the plan administrator's decision and, within 60 days (120 days if special
circumstances require additional time) of the request for reconsideration of the
denied claim, the plan administrator shall notify the claimant in writing of the
plan administrator's final decision.
10.6 UNIFORM RULES. The plan administrator shall perform its
duties with respect to plan administration on a reasonable and nondiscriminatory
basis and shall apply uniform rules to all participants similarly situated.
10.7 PLAN ADMINISTRATOR'S EXPENSES. All costs, charges and
expenses reasonably incurred by the plan administrator will be paid by the
employers in such proportions as the company shall direct; provided that no
compensation will be paid to a committee member as such.
10.8 INTERESTED PLAN ADMINISTRATOR. If a member of the plan
administrative committee is also a participant in the plan, he may not decide or
determine any matter or questions concerning his benefits unless such decision
or determination could be made by him under the plan if he were not a committee
member.
10.9 RESIGNATION OR REMOVAL OF PLAN ADMINISTRATIVE COMMITTEE
MEMBERS. A member of the committee may be removed by the company at any time by
10 days' prior notice to him and the other members of the committee. A member of
the committee may resign at any time by giving 10 days' prior written notice to
the company and the other members of the committee. The company may fill any
vacancy in the membership of the committee; provided, however, that if a vacancy
reduces the membership of the committee to less than three, such vacancy shall
be filled as soon as practicable. The company shall give prompt written notice
thereof to the other members of the committee. Until any such vacancy is filled,
the remaining members may exercise all of the powers, rights and duties
conferred on the plan administrator.
<PAGE> 44
10.10 INDEMNIFICATION. To the extent permitted by law, no person
(including the employers, a trustee, any present or former plan administrative
committee member, and any present or former director, officer or employee of any
employer) shall be personally liable for any act done or omitted to be done in
good faith in the administration of the plan or the investment of the trust
fund. To the extent permitted by law, each present or former director, officer
or employee of any employer to whom the plan administrator or an employer has
delegated any portion of its responsibilities under the plan and each present or
former plan administrative committee member shall be indemnified and saved
harmless by the employers (to the extent not indemnified or saved harmless under
any liability insurance or other indemnification arrangement with respect to the
plan) from and against any and all claims of liability to which they are
subjected by reason of any act done or omitted to be done in good faith in
connection with the administration of the plan or the investment of the trust
fund, including all expenses reasonably incurred in their defense if the
employers fail to provide such defense.
<PAGE> 45
ARTICLE 11
----------
RELATING TO THE EMPLOYERS
-------------------------
11.1 ACTION BY EMPLOYERS. Any action required or permitted of an
employer under the plan shall be by resolution of its Board of Directors or by a
duly authorized committee of its Board of Directors, or by a person or persons
authorized by resolution of its Board of Directors or such committee.
11.2 ADDITIONAL EMPLOYERS, THE PENTON COMPANIES. Pursuant to the
terms of the plan as heretofore in effect, certain subsidiaries of Penton have
adopted the plan and become employers hereunder, to wit: (i) Donohue Meehan
Publishing Company and (ii) Curtin & Pease/Peneco, Inc. Subject to any
applicable collective bargaining agreement, any subsidiary or other related
company that is not an employer may hereafter adopt the plan and become an
employer hereunder by filing with the trustee and the plan administrator a
certified copy of a resolution of the Board of Directors of the subsidiary or
other related company providing for its adoption of the plan and a certified
copy of a resolution of the Board of Directors of the company consenting to such
adoption. For this purpose, a "subsidiary" means any corporation 50 percent or
more of the voting stock of which is directly or indirectly owned by the company
and a "related company" means any corporation which directly or indirectly owns
50 percent or more of the voting stock of the company and any corporation (other
than the company and its subsidiaries) 50 percent or more of the voting stock of
which is directly or indirectly owned by any corporation which directly or
indirectly owns 50 percent or more of the voting stock of the company. The term
"Penton Companies" includes the employers and all subsidiaries and related com
panies that have not adopted the plan (and each such corporation is sometimes
referred to herein individually as a "Penton Company"). Any corporation which is
not an employer under the plan and which does not qualify as a subsidiary or
related company but is either (i) a member of a controlled group of corporations
(within the meaning of Section 1563(a) of the Code, determined without regard to
Sections 1563(a)(4) and 1563(e)(3)(C) thereof) which contains an employer under
the plan, or (ii) a member of an affiliated service group (as defined in Section
414(m) of the Code) which contains an employer under the plan shall, for
purposes of the plan, be considered as a subsidiary or related company that has
not adopted the plan and, therefore, as a Penton Company for purposes of certain
determinations as to employment with the Penton Companies.
<PAGE> 46
11.3 RESTRICTIONS AS TO REVERSION OF TRUST FUND TO EMPLOYERS.
The employers shall have no right, title or interest in the assets of the plan,
nor will any part of the assets of the plan at any time revert or be repaid to
an employer, directly or indirectly, except as follows:
(a) If the Internal Revenue Service initially determines
that the plan, as applied to any employer, does not meet the
requirements of a "qualified plan" under Section 401(a) of the
Code, the assets of the plan attributable to contributions made
by that employer under the plan shall be returned to that
employer within one year of the date of denial of qualification
of the plan as applied to that employer.
(b) If a contribution or a portion of a contribution is
made by an employer as a result of a mistake of fact, such
contribution or portion of a contribution shall not be
considered to have been contributed under the plan by that
employer and, after having been reduced by any losses of the
trust fund allocable thereto, shall be returned to that employer
within one year of the date the amount is contributed under the
plan.
(c) Each contribution made by an employer is conditioned
upon the continued qualification of the plan and the
deductibility of such contribution as an expense for federal
income tax purposes and, therefore, to the extent that a
contribution is made by an employer under the plan for a period
for which the plan is not a qualified plan or the deduction for
a contribution made by the employer is disallowed, then such
contribution or portion of a contribution, after having been
reduced by any losses of the trust fund allocable thereto, shall
be returned to that employer within one year of the date of
determination of the nonqualified status of the plan or the date
of disallowance of the deduction.
<PAGE> 47
ARTICLE 12
----------
AMENDMENT AND TERMINATION
-------------------------
12.1 AMENDMENT. While the employers expect and intend to
continue the plan, the company must necessarily reserve and hereby does reserve
the right, subject to section 11.3, to amend the plan from time to time, except
that (i) the duties and liabilities of the plan administrator cannot be changed
substantially without its consent, (ii) the plan administrator shall have the
power to amend Supplement A to the plan, and (iii) no amendment shall reduce the
value of a participant's benefits to less than the amount he would be entitled
to receive if he had resigned from the employ of all of the Penton Companies on
the day of the amendment.
12.2 TERMINATION. The plan will terminate as to all employers on
any date specified by the company, and as to any employer on any date specified
by that employer if 10 days' advance written notice of the termination is given
to the plan administrator and any other employers. The plan also will terminate
as to an individual employer on the first to occur of the date that employer is
judicially declared bankrupt or insolvent, the date that employer ceases to
qualify as a subsidiary or related company, or the dissolution, merger,
consolidation or reorganization of that employer, or the sale by that employer
of all or substantially all of its assets, except that in any such event
arrangements may be made with the consent of the company whereby the plan will
be continued by any successor to that employer or any purchaser of all or
substantially all of its assets without a termination thereof, in which case the
successor or purchaser will be substituted for that employer under the plan;
provided that if any employer is merged, dissolved or in any way reorganized
into, or consolidated with, any other employer, the plan as applied to the
former employer will automatically continue in effect without a termination
thereof. Notwithstanding the foregoing, if any of the events described above
should occur but some or all of the participants employed by an employer are
transferred to employment with one or more of the other employers coincident
with or immediately after the occurrence of such event, the plan as applied to
those participants will automatically continue in effect without a termination
thereof.
12.3 VESTING AND DISTRIBUTION ON TERMINATION. On termination or
partial termination of the plan, the date of termination will be a "special
accounting date" and, after all adjustments then required have been made, each
affected participant will have a 100 percent vested and nonforfeitable interest
in all of his accounts, including his employer contributions account. If a
participant remains an employee of the Penton Companies following the
termination of the plan, his benefits shall remain in the trust fund until his
termination of employment with all of the Penton Companies and then shall be
paid to him in accordance with the provisions of section 6.1.
<PAGE> 48
12.4 PLAN MERGER. In no event shall there by any merger or
consolidation of the plan with, or transfer of assets or liabilities to, any
other plan unless each participant in the plan would (if the plan then
terminated) receive a benefit immediately after the merger, consolidation or
transfer which is equal to or greater than the benefit the participant would
have been entitled to receive immediately before the merger, consolidation or
transfer (if the plan had then terminated).
12.5 NOTICE OF AMENDMENT, TERMINATION OR PLAN MERGER.
Participants affected thereby will be notified of an amendment, termination,
merger or consolidation of the plan within a reasonable time.
<PAGE> 49
ARTICLE 13
----------
TOP-HEAVY PLAN RULES
--------------------
13.1 KEY EMPLOYEES. An employee or former employee shall be a
"key employee" for any plan year if during such plan year or during any of the
four preceding plan years the employee is:
(a) an officer of an employer having an annual
compensation greater than 150 percent of the amount in effect
under Section 415(c)(1)(A) of the Code for any such plan year;
(b) one of the ten employees of an employer having
annual compensation from the employer of more than the
limitation in effect under Section 415(c)(1)(A) of the Code and
owning (or considered as owning within the meaning of Section
318 of the Code) the largest interests in the employer;
(c) any person who owns (or is considered as owning
within the meaning of Section 318 of the Code) more than five
percent of the outstanding stock of an employer or stock
possessing more than five percent of the total combined voting
power of all an employer's stock; or
(d) any person having annual compensation in excess of
$150,000 who owns (or is considered as owning within the meaning
of Section 318 of the Code) more than one percent of the
outstanding stock of an employer or stock possessing more than
one percent of the total combined voting power of all an
employer's stock.
For purposes of subsection (a) above, if the number of officers exceeds 50, only
the 50 officers with the highest compensation shall be considered key employees
and if the number of officers is less than 50, the number of officers considered
key employees shall not exceed the greater of three such officers or ten percent
of all employees. For purposes of subsections (c) and (d) above, Section
318(a)(2)(C) of the Code shall be applied by substituting "five percent" for the
reference to "50 percent" therein and the rules of Section 414(b), (c) and (m)
of the Code shall not apply for determining ownership in an employer. For
purposes of this Article 13, the term "employer" includes the Penton Companies,
all corporations which are members of a controlled group of corporations which
includes an employer under Section 414(b) of the Code, all trades or businesses
(whether or not incorporated) which are under common control with an employer
under Section 414(c) of the Code and any service or other organization which is
a member of an affiliated service group with an employer under Section 414(m) of
the Code. In addition, for purposes of this Article 14 the beneficiary of a key
employee shall be considered a key employee.
<PAGE> 50
13.2 TOP-HEAVY PLAN. The plan will be considered a "top-heavy
plan" for any plan year if as of the last day of the preceding plan year (but
the last day of the initial plan year in the case of that year) (the
"determination date") the sum of (i) the aggregate of the accounts of all key
employees under the plan and all other defined contribution plans in an
aggregation group of plans as described in section 14.3 below, and (ii) the
present value (using the 1984 unisex pension mortality table and interest at a
rate of six percent per annum) of the aggregate cumulative accrued benefits for
key employees under all defined benefit plans in an aggregation group of plans,
exceeds 60 percent of such sum determined for all participants under all such
plans, excluding participants who are former key employees. There shall be
included in the determination of a participant's accounts and accrued benefit
under such plans any amounts distributed to him during the preceding five year
period. Notwithstanding the foregoing, if any individual has not received any
compensation from the employers (other than benefits under the plan) at any time
during the five-year period ending on the determination date, any account of
such individual (and the accrued benefit for such individual) shall not be
included for purposes of this section. Furthermore, a rollover contribution
initiated by a participant and made to any plan in an aggregation group of plans
shall not be taken into account for purposes of determining whether the plan is
a top-heavy plan.
13.3 AGGREGATION GROUPS. All plans in a required aggregation
group of plans shall be considered to be top-heavy plans if either the required
or permissive aggregation group of plans is determined to be top-heavy under
section 13.2 above. If the required or permissive aggregation group of plans is
not a top-heavy group, no plans in the group shall be considered to be top-heavy
plans. A "required aggregation group of plans" shall include each plan in which
a key employee participates and any other plan which enables any plan in which a
key employee participates to meet the coverage and nondiscrimination
requirements of Sections 401(a)(4) or 410 of the Code. A "permissive aggregation
group of plans" shall include all plans in the required aggregation group plus
any other plans which satisfy the requirements of Sections 401(a)(4) and 410 of
the Code when considered together with the required aggregation group of plans.
<PAGE> 51
13.4 SPECIAL MINIMUM CONTRIBUTIONS. Notwithstanding the
provisions of subsection 3.1(a), the amount contributed by each employer in
accordance with subsection 3.1(a) for each participant (whether active or
inactive) for each plan year for which the plan is considered a top-heavy plan
shall not be less than the lesser of (i) four percent of the participant's
earnings for that year, or (ii) the highest percentage of earnings contribution
(disregarding earnings in excess of the maximum compensation that can be
considered for such purpose as set forth in Section 401(a)(17) of the Code or
such other maximum amount as may be permitted from time to time by the Secretary
of the Treasury or his delegate or by law) contributed by the employer in
accordance with subsection 3.1(a) for such plan year on behalf of a key
employee; provided, however, that in the case of an employee covered under this
plan and a defined benefit plan maintained by the Penton Companies, for each
plan year for which this plan and such defined benefit plan are considered
top-heavy plans, if such employee receives the top-heavy minimum contribution
specified in such defined benefit plan, such employee need not receive the
minimum contribution specified in this section.
Executed this 25th day of AUGUST, 1998.
PENTON MEDIA, INC.
By: /s/ PRESTON L. VICE
--------------------------------
Title: Senior Vice President
<PAGE> 52
SUPPLEMENT A
------------
TO
--
PENTON MEDIA, INC.
------------------
RETIREMENT SAVINGS PLAN
-----------------------
A-1 PURPOSE, USE OF TERMS. The purpose of this Supplement A is
to set forth rules of procedure applicable to plan loans. Loans shall be made
available to participants on and after the date designated by the plan
administrator.
A-2 LOAN ADMINISTRATION. Plan loans shall be administered
by the plan administrator.
A-3 LIMITATIONS ON PLAN LOANS. Plan loans are subject to
the following limitations:
(a) Each request for a loan under this section must
be by written application to the plan administrator supported
by such evidence as it may request. No loan will be made to a
participant unless the plan administrator believes the loan is
reasonably necessary for the purpose intended.
(b) The minimum principal amount of any loan shall be
$1,000. Each loan must be evidenced by a note in a form
furnished by the plan administrator and must be secured by a
pledge of up to 50 percent of the participant's vested
accounts as of the accounting date immediately preceding the
date as of which the loan is made. The plan administrator will
not accept any other collateral as security for the loan.
(c) Each loan will bear interest at a reasonable rate
established by the plan administrator in a uniform and
nondiscriminatory manner (which rate shall be the prevailing
rate charged by persons in the business of making loans under
similar circumstances and which rate shall not be greater than
the maximum rate permitted by law), and must be amortized in
level payments, made not less frequently than quarterly, over
the life of the loan. The plan administrator shall monitor the
prevailing interest rates charged by national banking
institutions on loans and shall, in accordance therewith,
establish a reasonable rate of interest on loans from the
plan. As of the effective date of this Supplement A, the
interest rate shall be the prime interest rate charged by the
plan's bank trustee plus one percentage point.
(d) The principal amount of each loan, when added to
any other outstanding loan balances of a participant under the
plan and all other plans of the Penton Companies, may not
exceed the greater of (i) the lesser of $10,000 or 50 percent
of the participant's vested account balances (as of the
accounting date immediately preceding the date as of which the
loan is made), or (ii) the lesser of $50,000 reduced by the
excess, if any, of the highest outstanding balance of loans
from the plan during the one-year period ending on the day
before the date on which such loan is made over the
outstanding balance of loans from the plan on the date on
which such loan is made or 50 percent of the participant's
vested account balances.
(e) Each loan will be for a term not exceeding five
years.
(f) Each note evidencing a loan to a participant
shall be held on the participant's behalf and shall be
considered an investment of his accounts. Accordingly,
principal and interest payments on the note shall be credited
to such accounts on the participant's behalf and invested
according to the participant's most recently filed investment
election form.
(g) If the loan is to be secured by a pledge of the
participant's accounts which are transferred from a defined
benefit plan or a defined contribution plan which is subject
to
<PAGE> 53
the funding standards of Section 412 of the Code, in the event
the participant is married on the date the loan application is
submitted to the plan administrator, the loan will not be made
unless (i) the spouse of the participant consents in writing
to the loan, the spouse's consent acknowledges the effect of
the loan and the consent is witnessed by a plan representative
or a notary public, or (ii) it is established to the
satisfaction of the plan administrator that a required consent
may not be obtained because the spouse cannot be located, or
because of such other circumstances as the Secretary of the
Treasury may prescribe by regulations.
A-4 LOAN PAYMENT. Payment of loans shall generally be made by
payroll deduction. If for any reason, however, a participant is unable to make
such payments by payroll deduction, the participant shall make loan payments (a)
by personal check payable to the plan trustee and delivered to the plan
administrator in care of Penton Media, Inc., 1100 Superior Avenue, Cleveland,
Ohio 44114 due no later than the payday on which the installment payment becomes
due, or (b) by any other method that the plan administrator and the participant
mutually agree upon.
A-5 DEFAULT. Upon default, the plan may foreclose on the loan
at the earliest opportunity permitted by law and the loan will be treated as a
taxable distribution at such time. During the period, if any, between the date
of the event constituting default and the date of foreclosure, interest on the
loan will continue to accrue and shall be charged to the participant's account.
The distribution of a participant's canceled note to him (or to his beneficiary
in the event of his death) shall be considered as a payment for purposes of the
plan. The following events will constitute default on a loan:
(a) the failure to make an installment payment on the
payday on which it becomes due;
(b) any other person (other than the plan trustee)
acquires an interest in the participant's account;
(c) the participant dies or becomes legally incompetent;
(d) (effective for loans made on or after January 1,
1995) the participant voluntarily or involuntarily
enters into bankruptcy proceedings; or
(e) the participant's employment with the Penton
Companies (as such term is defined in the plan) is
terminated for any reason, including retirement,
disability, resignation or discharge.
In the event of (e) above, there shall be no default if the participant
continues to be a "party in interest" (as defined in section 3(14) of the
Employee Retirement Income Security Act of 1974, as amended) following his
termination of employment. Such party in interest shall continue to be subject
to the terms of his loan as in effect as of the date of his termination of
employment. In the event of (c) or (e) (with respect to a non-party in interest)
above, there shall be no default if, immediately upon the occurrence of (c) or
(e), the participant (or his estate or legal representative, as the case may be)
pays the remaining balance of the loan together with accrued interest thereon.
Finally, in the event of (c) above, unless the participant's estate or legal
representative immediately pays the remaining balance of the loan with
<PAGE> 54
accrued interest thereon, the unpaid loan balance will be deemed to have been
distributed to the participant or his estate, as the case may be.
A-6 AMENDMENT. The plan administrator has the power to amend
this Supplement A.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement No. 333-____ on Form S-8 of our report dated June 8, 1998, relating to
the financial statements of Penton Media, Inc., which is incorporated by
reference in the Company's Registration Statement on Form S-1 dated August 5,
1998. We also consent to the incorporation by reference of our report on the
financial statement schedules, which are listed under Item 16(B) of the
Company's S-1 Registration Statement. We also consent to the references to us
under the headings "Experts" in the S-1 Registration Statement.
PRICEWATERHOUSECOOPERS LLP
Cleveland, Ohio
August 24, 1998
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement No. 333-____ on Form S-8 of our report dated April 3, 1998, except for
Note 7 which is dated as May 21, 1998, relating to the financial statements of
Donohue Meehan Publishing Company, which is incorporated by reference in the
Penton Media, Inc.'s Registration Statement on Form S-1 dated August 5, 1998. We
also consent to the references to us under the headings "Experts" in the S-1
Registration Statement.
PRICEWATERHOUSECOOPERS LLP
Cleveland, Ohio
August 24, 1998
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement No. 333-____ on Form S-8 of our report dated June 10, 1998, relating
to the financial statements for the 12 months ending 30 November 1997 of
Independent Exhibitions Limited, Equity Information Exchange Limited, Service
Exhibitions Limited, which is incorporated by reference in the Penton Media,
Inc.'s Registration Statement on Form S-1 dated August 5, 1998. We also consent
to the references to us under the headings "Experts" in the S-1 Registration
Statement.
HORWATH CLARK WHITEHILL
London, England
August 24, 1998
<PAGE> 1
Exhibit 24
PENTON MEDIA, INC.
REGISTRATION STATEMENT ON FORM S-8
POWER OF ATTORNEY
- ------------------------------------------------------------------------------
The undersigned officer and/or director of Penton Media, Inc., a
Delaware corporation (the "Company"), does hereby make, constitute and appoint
each of Thomas L. Kemp, Daniel J. Ramella and Preston L. Vice, with full power
of substitution and resubstitution, as attorney of the undersigned, to execute
and file (i) a Registration Statement on Form S-8 (the "Form S-8 Registration
Statement") with respect to the registration under the Securities Act, of shares
of Common Stock of the Company issuable in connection with the Company's
Retirement Savings Plan, (ii) any and all amendments, including post-effective
amendments, and exhibits to the Form S-8 Registration Statement and (iii) any
and all applications or other documents to be filed with the Securities and
Exchange Commission or any state securities commission or other regulatory
authority with respect to the securities covered by the Form S-8 Registration
Statement, with full power and authority to do and perform any and all acts and
things whatsoever necessary, appropriate or desirable to be done in the
premises, or in the name, place and stead of the said director and/or officer,
hereby ratifying and approving the acts of said attorneys and any of them and
any such substitute.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned have subscribed these presents as of
the 27th day of August, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ THOMAS L. KEMP Chief Executive Officer and Director
- ---------------------------------------- (Principal Executive Officer)
Thomas L. Kemp
/s/ JOSEPH NECASTRO Chief Financial Officer
- ---------------------------------------- (Principal Financial Officer)
Joseph NeCastro
/s/ CHARLES T. GRIESEMER Vice President/Controller
- ---------------------------------------- (Controller or Principal Accounting Officer)
Charles T. Griesemer
/s/ WILLIAM C. DONOHUE Director
- ---------------------------------------
William C. Donohue
/s/ ANTHONY DOWNS Director
- ---------------------------------------
Anthony Downs
/s/ WILLIAM J. FRIEND Director
- ---------------------------------------
William J. Friend
/s/ JOAN W. HARRIS Director
- ---------------------------------------
Joan W. Harris
/s/ KING HARRIS Director
- ---------------------------------------
King Harris
Director
- ---------------------------------------
John J. Meehan
/s/ DANIEL J. RAMELLA Director
- ---------------------------------------
Daniel J. Ramella
/s/ EDWARD J. SCHWARTZ Director
- ---------------------------------------
Edward J. Schwartz
/s/ DON E. SCHULTZ Director
- ---------------------------------------
Don E. Schultz
/s/ RICHARD B. SWANK Director
- ---------------------------------------
Richard B. Swank
</TABLE>
