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EXHIBIT 10.17
TRAINING MEDIA OPERATING LLC
WBT OPERATING LLC
500 CANAL VIEW BOULEVARD
ROCHESTER, NEW YORK 14623
Mr. Lance D'Amico
60 Howell Park
Larchmont, New York 10538
March 21, 2000
Dear Lance:
Pursuant to our recent discussions, I have set forth below the general terms of
our agreement relating to your employment with Training Media Operating LLC
(together with its successors "Training") and WBT Operating LLC (together with
its successors, "WBT"; each of Training and WBT. a "Company" and, collectively,
the "Companies"). As we have discussed, this arrangement requires the approval
of WP Management Partners LLC as sole shareholder of WBT Corp.
Title, Salary and Benefits
You will act as Vice President, Secretary and General Counsel of each of
Training, WBT and WBT Corp. Your salary for calendar year 2000 will be $l75,000
(pro-rated from the Commencement Date, as defined below), and you will be
eligible for a $25,000 performance bonus based on the financial results of the
Companies. Your cash compensation package will be reviewed annually. The
criteria relating to achievement of your annual performance bonus award will be
comparable to those regarding other senior executives of the Companies. You will
participate in the Companies' health and other benefit plans as in effect from
time to time in a manner comparable to other members of senior management.
Duties
You will have customary duties of a secretary and general counsel relating to
the Companies and their Affiliates. You will devote substantially all of your
professional energies, interest, abilities and productive time to the Companies
and their Affiliates, and shall not be actively engaged in any business activity
other than those required of you hereunder.
For purposes hereof, "Affiliate" means WBT Holdings LLC, Training Media Holdings
LLC, WBT Corp., Training Media, Inc. (including in each case any successor
thereto) and any other entity directly or indirectly controlled by any thereof.
Equity Participation
Upon commencement of your employment (the "Commencement Date"), pursuant to
option plans (the "Plans") of WBT Holdings LLC ("WBT Holdings") and Training
Media Holdings LW ("TM Holdings"), you will be granted options to acquire shares
of common stock of Company affiliates relating to 35,000 common equity units in
WBT Holdings and 28,000
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Mr. Lance D'Amico
March 21, 2000
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common equity units in TM Holdings, in each case for $4.00 per share. In
accordance with the Plans, these options will vest 25% on the first anniversary
of the Commencement Date and 6.25% at the end of each fiscal quarter following
such anniversary, and will be exercisable for a period of 10 years from the
grant date.
In addition, you will be permitted to invest $38,708 to acquire 5,000 equity
units in WBT Holdings and 4,677 equity units in TM Holdings (the "Investment").
You will be expected to make such Investment, if at all, as soon as reasonably
practicable but in any event before April 3, 2000. You will receive a loan of
$38,708 in connection with the Investment, which will be secured by the equity
units purchased in the Investment. Such loan will be payable, with interest at
the minimum rate permitted under applicable tax regulations, on the third
anniversary of the Commencement Date or, if sooner, within 60 days following
termination of your employment with the Companies. In connection with the
Investment, you will be required to execute the Limited Liability Company
Agreements of each of the Companies.
Relocation Loan
You will receive an interest-free loan of $50,000 to cover your expenses in
relocating to Rochester. This loan will be forgiven 25% on each anniversary of
the Commencement Date. In the event that your employment is terminated for Cause
or by you other than for Good Reason, the outstanding balance of the loan will
be payable within 30 days. In the event that your employment is terminated other
than for Cause or by you for Good Reason, the outstanding balance of the loan
will be forgiven immediately.
Terms of Separation
In the event that your employment is terminated for Cause or by you other than
for Good Reason, your salary will cease; your vested options, if any, will
remain exercisable for a period of 60 days and will then terminate, and your
unvested options will terminate immediately. In the event that your employment
is terminated other than for Cause or by you for Good Reason, or in the event of
your death or disability, you will receive a lump sum amount equal to your full
base salary for one year (in no event less than $175,000), payable within 30
days of your termination; your vested options, if any, will remain exercisable
for a period of 60 days and will then terminate, and your unvested options will
terminate immediately.
Change of Control
Notwithstanding any contrary provision hereof, in addition to payments to which
you are entitled under Terms of Separation above, in the event of a sale
(directly or indirectly, including by means of a merger or consolidation) of (a)
all or substantially all of the interests or assets or (b) a majority of the
common voting interests, in each case of WBT, WBT Corp. or Training, your
unvested options will continue to vest according to the schedule described
above; provided that, in the event that following the closing of such sale your
employment with WBT or Training, as the case may be, is terminated (i) by such
buyer for Cause or by you other than for Good Reason, all unvested options shall
be forfeited or (ii) by such buyer other than for Cause or by you for
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Mr. Lance D'Amico
March 21, 2000
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Good Reason, or in the event of your death or disability, all remaining unvested
options shall vest immediately.
Cause/Good Reason
For purposes hereof, "Cause" shall mean a finding in good faith by the board of
directors of WBT Holdings or TM Holdings that you have (a) materially failed.
neglected or refused to perform your duties (including as a result of alcohol or
drug abuse), (b) committed any willful, intentional or grossly negligent act
having the effect of materially injuring the interests, business, prospects or
reputation of either of the Companies or any of their affiliates or divisions,
(c) engaged in any willful misconduct in respect of your duties or obligations.
(d) violated or failed to comply in any material respect with the Companies'
published rules, regulations or policies, as in effect from time to time, (e)
committed a felony or misdemeanor involving moral turpitude, fraud, theft or
dishonesty (including entry of a nolo contendere plea), (f) misappropriated or
embezzled any property of either Company or its affiliates (whether or not a
misdemeanor or a felony), and (g) breached this agreement or any option
agreement to which you are a party; provided. in the case of clause (a), (d) or
(g) above, that you shall have been given notice of such Cause and failed within
20 days of such notice to have substantially rectified or corrected the same.
For purposes hereof, "Good Reason" shall mean, in the absence of your consent,
(a) any material reduction in duties or responsibilities or any adverse change
in titles, (b) any requirement that you be based in an office more than 30 miles
from the Companies' cur-rent headquarters, (c) any reduction in base salary.
target bonus or vacation time, as the same may be increased from time to time,
or (d) any breach of this agreement by the Companies which shall not have been
substantially rectified or corrected within 20 days of notice thereof.
Enforcement
In the event of litigation between you on the one hand and either Company or any
Company affiliate on the other hand, the prevailing party shall be entitled to
receive an amount equal to its reasonable out-of-pocket legal fees and expenses
in respect thereof.
Start Date; Vacation
We would expect you to begin work in Rochester on April 11, 2000. You will be
entitled to four weeks' vacation annually, pro-rated for 2000.
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Mr. Lance D'Amico
March 21, 2000
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Amendment
This agreement may only be amended by written agreement of the parties hereto.
Please feel free to call me with any questions regarding these matters.
Very truly yours,
/s/ ROBERT A. FOGELSON
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Robert A. Fogelson
Accepted and Agreed to by:
/s/ LANCE E D'AMICO
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Lance D'Amico
