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Exhibit 10.10
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of July __, 2000, by and between Key3Media Events,
Inc. (the "Company") and Robert Priest-Heck ("Executive").
W I T N E S S E T H:
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WHEREAS, the Company is desirous of employing Executive, and Executive
is desirous of being employed by the Company, on the terms and subject to the
conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises, the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged, the parties
hereto agree as follows:
1. Definitions. The following terms shall have the indicated
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meanings when used in this Agreement, unless the context requires otherwise:
(a) "Base Salary Amount" shall mean $500,000 per
full Contract Year.
(b) "Benefit Plan" shall mean each vacation pay,
sick pay, retirement, pension, profit
sharing, welfare, medical, dental,
disability, life insurance, deferred
compensation, incentive compensation, stock
issuance and option or other employee
benefit plan, program or arrangement of any
kind or nature whatsoever, if any.
(c) "Board of Directors" shall mean the Board of
Directors of the Company.
(d) "Cause" shall have the meaning ascribed to that term
in Section 7.
(e) "Common Stock" shall mean the Common Stock, no par
value, of the Company.
(f) "Covenant Period" shall have the meaning ascribed to
that term in Section 9(a).
(g) "Contract Year" shall mean each year during the term
hereof commencing June 1 and ending on the immediately following June
30.
(h) "Customer" shall have the meaning ascribed to that
term in Section 9(c).
(i) "Disability" shall have the meaning ascribed to that
term in Section 6(a).
(j) "Disability Period" shall have the meaning ascribed
to that term in Section 6(a).
(k) "Proprietary Information of the Company" shall have
the meaning ascribed to that term in Section 10(a).
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(l) "Company Businesses" shall have the meaning ascribed
to that term in Section 9(a).
2. Employment. The Company hereby employs Executive, and Executive
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hereby accepts employment with the Company, on the terms and subject to the
conditions set forth herein.
3. Term of Employment. The term of employment hereunder
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shall be for a period of four years commencing on the
date hereof and ending on June 30, 2004, subject to
early termination as herein provided.
4. Position and Duties. Executive shall serve as the
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Chief Operating Officer of the Company. Subject to
the authority of the Board of Directors and the Chief
Executive Officer of the Company, the Executive shall
have all of the powers and duties incident to the
office of Chief Operating Officer and such other
powers and duties as may from time to time be
prescribed by the Board of Directors or the Chief
Executive Officer of the Company. Executive agrees to
serve without further compensation, if elected or
appointed thereto, as an officer or a director of any
of the Company's domestic and foreign subsidiaries
and affiliates.
5. Exclusive Duties. During Executive's
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employment by the Company, Executive shall devote his
entire working time, attention and energies to the
business of the Company and will not take any actions
of the kind described in Sections 9(a), 9(b) and
9(c).
6. Compensation and Other Benefits.
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(a) Base Salary. During each Contract Year of the term
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hereof, the Company shall pay to Executive the Base Salary Amount. The
Base Salary Amount shall be subject to increase, at the sole
discretion of the Chief Executive Officer or the Compensation
Committee of the Board of Directors of the Company, as applicable, on
or around each anniversary date of the execution of this Agreement.
The Base Salary Amount shall be paid to Executive in accordance with
the Company's regular payroll practices with respect to senior
management compensation.
In the event that Executive shall become disabled as a result
of bodily injury or physical or mental illness (whether or not
occupational) to such extent that in the sole opinion of the Board of
Directors, based upon competent medical advice, he can no longer
perform the duties of Chief Operating Officer of the Company (a
"Disability"), the Company shall only be obligated to continue to pay
the Base Salary Amount to Executive for the 120-day period immediately
following the date of Disability (the "Disability Period"). The right
to receive salary payments during the Disability Period, if
applicable, shall survive any termination of employment by virtue of
Disability pursuant to Section 7.
(b) Annual Performance Bonuses. During each Contract
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Year, the Company shall pay Executive an annual performance bonus as
determined by the Board
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of Directors or its Compensation Committee in its sole discretion, the
determination of which shall be based upon such standards, guidelines
and factual circumstances as the Board of Directors or its Compensation
Committee deems relevant, including, without limitation, the operating
results for the Company during such Contract Year, the importance of the
efforts of Executive in achieving such operating results and the
achievement by the Company and/or Executive of performance goals
previously established by the Board of Directors for such Contract Year;
provided, however, that in no event shall the bonus for any Contract
Year of the term hereof be less than (i) $125,000 for a full Contract
Year or (ii) a pro rata portion of $125,000 for a partial Contract Year.
(c) Expenses. Executive shall be entitled to
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receive prompt reimbursement from the Company
for all documented business expenses incurred
by him in the performance of his duties
hereunder, provided that Executive properly
accounts therefore in accordance with the
Company's reimbursement policy, including,
without limitation, the submission of
supporting evidence as reasonably requested
by the Company.
(d) Fringe Benefits. During the term
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hereof, Executive shall be entitled to
participate in and receive benefits under all
of the Company's Benefit Plans generally
available to senior management of the
Company.
(e) Vacations. During the term hereof,
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Executive shall be entitled to sick leave and
paid holidays consistent with the Company's
sick leave and holiday policy for senior
management and up to three weeks paid
vacation during each Contract Year (or such
other vacation time as is consistent with
the Company's policy for senior management).
(f) Stock Options. Upon the adoption by the parent of the
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Company of a stock option plan for senior management of the Company and
its subsidiaries and affiliates, Executive shall be entitled to a grant
of 500,000 options to purchase the common stock of the parent of the
Company, subject to the terms and conditions set forth in said stock
option plan and the accompanying stock option agreement.
7. Termination. The Company or Executive may terminate the employment
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of Executive hereunder upon the occurrence of a Disability (as defined in
Section 6(a)) for a period of no less than 120 days during any consecutive
twelve-month period. The Company may also terminate the employment of Executive
hereunder upon Executive's death or for Cause. For purposes hereof, "Cause"
shall mean (i) fraud, theft, misappropriation of funds or conviction of a
felony, (ii) Executive's engagement in illegal conduct tending to place
Executive or the Company in disrepute, (iii) dereliction or gross misconduct in
Executive's performance of her duties as an employee of the Company or the
failure of Executive to perform her duties in a manner consistent with the
instructions of the Board of Directors or the Chief Executive Officer of the
Company or (iv) violation by Executive of any of her material covenants
contained in this
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Agreement, including, without limitation, Section 10. Upon the termination of
Executive's employment for any reason, Executive shall be entitled to receive
all compensation (including, without limitation, a pro rata portion of the
minimum annual performance bonus, unless such termination is for Cause) for the
then current Contract Year through the date of such termination plus all accrued
but unreimbursed expenses. In addition, upon the termination of Executive's
employment for any reason other than for or by virtue of Cause, death,
Disability or Executive's voluntary termination of employment, the Company shall
continue to be responsible for the payment of all Base Salary Amount and minimum
annual performance bonuses for the remainder of the term hereof; provided,
however, that Executive shall have a duty to mitigate (as to a new position
comparable to Executive's position and salary hereunder) commencing on the first
anniversary of the date of termination; and, further provided that Executive
shall perform her covenants, duties and obligations under Sections 9(a), 9(b)
and 9(c) during the remainder of the term hereof. Termination of Executive's
employment for any reason whatsoever shall not affect Executive's ability to
exercise stock options that have vested prior to the date of termination.
8. Developmental Rights. Executive agrees that any developments by way
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of invention, design, copyright, trademark or other matters which may be
developed or perfected by him during the term hereof, and which relate to the
business of the Company or its subsidiaries or affiliates, shall be the property
of the Company without any interest therein by Executive, and she will, at the
request and expense of the Company, apply for and prosecute letters patent
thereon in the United States or in foreign countries if the Company so requests,
and will assign and transfer the same to the Company together with any letters
patent, copyrights, trademarks and applications therefore; provided, however,
that the foregoing shall not apply to an invention that Executive develops
entirely on her own time without using the Company's equipment, supplies,
facilities or trade secret information except for those inventions that either:
(a) relate at the time of conception or reduction to practice
of the invention to the Company's business, or actual or demonstrably
anticipated research or development of the Company; or
(b) result from any work performed by Executive for the
Company.
9. COVENANTS.
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(a) Covenant Not to Compete. During the two (2) year period
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following the termination of this Agreement (the "Covenant Period"),
Executive shall not, without the prior written consent of the Company,
directly or indirectly engage in or assist any activity which is the
same as, similar to or competitive with the Company Businesses (other
than on behalf of the Company or any of its subsidiaries or affiliates)
including, without limitation, whether such engagement or assistance is
as an officer, director, proprietor, employee, partner, investor (other
than as a holder of less than 5% of the outstanding capital stock of a
publicly traded corporation), guarantor, consultant, advisor, agent,
sales representative or other participant, anywhere in the world that
the Company or any of its subsidiaries or affiliates has been engaged,
including, without limitation, the
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United States, Canada, Mexico, England, Europe, South America,
Asia and Australia. The "Company Businesses" shall mean the
production and/or promotion of trade shows, conferences and
seminars, as well as the publication of related magazines or
journals.
(b) Solicitation of Employees. During the Covenant
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Period, Executive shall not (i) directly or indirectly induce
or attempt to induce (regardless of who initiates the contact)
any person then employed (whether part-time or full-time) by
the Company or any of its subsidiaries or affiliates, whether
as an officer, employee, consultant, adviser or independent
contractor, to leave the employ of the Company or to cease
providing or otherwise alter the services then provided to the
Company or to any of its subsidiaries or affiliates or (ii) in
any other manner seek to engage or employ any such person
(whether or not for compensation) as an officer, employee,
consultant, adviser or independent contractor in connection
with the operation of any business which is the same as or
similar to any of the Company Businesses.
(c) Non-Solicitation of Customers. During the
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Covenant Period, Executive shall not solicit any Customers of
the Company or any of its subsidiaries or affiliates or
encourage (regardless of who initiates the contact) any such
Customers to use the facilities or services of any Competitor
of the Company or any of its subsidiaries or affiliates.
"Customer" shall mean any person who contracts with the Company
or any of its subsidiaries or affiliates to provide services
related to the Company Businesses.
10. Confidentiality. Executive shall not at any time (during
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or for a period of sixty (60) months after termination of employment) disclose
(except as may be required by law) or use, except in the pursuit of the business
of the Company or any of its subsidiaries or affiliates, any Proprietary
Information of the Company. "Proprietary Information of the Company" means all
information known or intended to be known only to employees of the Company or
any of its subsidiaries or affiliates in a confidential relationship with the
Company or any of its subsidiaries or affiliates relating to technical matters
pertaining to the business of the Company or any of its subsidiaries or
affiliates, but shall not include any information within the public domain.
Executive agrees not to remove any documents, records or other information from
the premises of the Company or any of its subsidiaries or affiliates containing
any such proprietary information, except in the pursuit of the business of the
Company or any of its subsidiaries or affiliates, and acknowledges that such
documents, records and other information are the exclusive property of the
Company or its subsidiaries or affiliates. Upon termination of Executive's
employment, Executive shall immediately return all Proprietary Information of
the Company and all copies thereof to the Company.
11. General Provisions.
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(a) Expenses. All costs and expenses incurred by either of the
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parties in connection with this Agreement and any transactions
contemplated hereby shall be paid by that party.
(b) Notices. All notices, demands and other communications
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hereunder shall be in writing and shall be given or made (and shall be
deemed to have been duly given or made upon receipt) by delivery in
person, by overnight courier service, by cable, by
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telecopy, by telegram, by telex or by registered or certified mail to the
respective parties at the following addresses (or at such other address for a
party as shall be specified in a notice given in accordance with this Section
11(b)):
(i) If to the Company:
Key3Media Events, Inc.
300 Vintage Park Drive
Foster City, CA 94404-1138
Attention: General Counsel
(ii) If to Executive:
Robert Priest-Heck
(c) Headings. The descriptive headings contained in this Agreement
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are for convenience of reference only and shall not affect in any way the
meaning or interpretation of this Agreement.
(d) Successors; Binding Agreement. This Agreement shall be binding
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upon and inure to the benefit of the parties hereto and their respective heirs,
devisees, legatees, executors, administrators, successors and personal or legal
representatives. If Executive is domiciled in a community property state or a
state that has adopted the Uniform Marital Property Act or equivalent or if
Executive is domiciled in a state that grants to his spouse any other marital
rights in Executive's assets (including, without limitation, dower rights or a
right to elect against Executive's will or to claim a forced share of
Executive's estate), this Agreement shall also inure to the benefit of, and
shall also be binding upon, his spouse. If Executive should die while any
amounts would still be payable to her hereunder if he had continued to live, all
such amounts, unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to Executive's designee or, if there be no such
designee, to Executive's heirs, devisees, legatees or executors or
administrators of Executive's estate, as appropriate.
(e) Severability. If any provision of this Agreement is held to be
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illegal, invalid or unenforceable under existing or future laws effective during
the term of this Agreement, such provisions shall be fully severable, the
Agreement shall be construed and enforced as if such illegal, invalid or
unenforceable provision had never comprised a part of this Agreement, and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Agreement. Furthermore, in lieu of such illegal, invalid
or unenforceable provision, there shay be added automatically as part of this
Agreement a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
(f) Entire Agreement. This Agreement and any applicable option
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agreements pursuant to Section 6(g) constitutes the entire agreement of the
parties hereto
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with respect to the subject matter hereof and thereof and supersedes all prior
agreements and understandings, both written and oral, between the Company and
Executive with respect to the subject matter hereof and thereof.
(g) Assignment. This Agreement and the rights and duties hereunder are
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not assignable by Executive. This Agreement and the rights and duties hereunder
may not be assigned by the Company without the express written consent of
Executive (which consent may be granted or withheld in the sole discretion of
Executive), except that such consent shall not be required in order for the
Company to assign this Agreement or the rights or duties hereunder to an
affiliate (as such term is defined in Section 9(b)) of the Company or to a third
party in connection with the merger or consolidation of the Company with, or the
sale of all or substantially all of the assets or business of the Company to,
that third party.
(h) Amendment; Waiver. This Agreement may not be amended or modified
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except by an instrument in writing signed by, or on behalf of, the Company and
Executive. Either party to this Agreement may (a) extend the time for the
performance of any of the obligations or other acts of the other party or (b)
waive compliance with any of the agreements or conditions of the other party
contained herein. Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party to be bound thereby. Any waiver
of any term or condition shall not be construed as a waiver of any subsequent
breach or a subsequent waiver of the same term or condition, or a waiver of any
other term or condition, of this Agreement. The failure of any party to assert
any of its rights hereunder shall not constitute a waiver of any such rights.
(i) Governing Law. This Agreement shall be governed by, and construed
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in accordance with, the laws of the State of New York, applicable to contracts
executed in and to be performed entirely within that state.
(j) Jurisdiction and Venue. The parties hereto agree that all actions
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or proceedings initiated by either party hereto and arising directly or
indirectly out of this Agreement which are brought pursuant to judicial
proceedings shall be litigated in a Federal or state court located in the State
of New York. The parties hereto expressly submit and consent in advance to such
jurisdiction and agree that service of summons and complaint or other process or
papers may be made by registered or certified mail addressed to the relevant
party at the address to which notices are to be sent pursuant to Section 11(b)
of this Agreement. The parties hereto waive any claim that a Federal or state
court located in the State of New York is an inconvenient forum or an improper
forum based on lack of venue.
(k) Equitable Relief. Executive acknowledges that the covenants
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contained in Sections 9 and 10 are reasonable and necessary to protect the
legitimate interests of the Company, that in the absence of such covenants the
Company would not have entered into this Agreement, that any breach or
threatened breach of such covenants will result in irreparable injury to the
Company and that the remedy at law for such breach or threatened breach would be
inadequate. Accordingly, the Executive agrees that the Company, in addition to
any other rights or remedies which it may have, shall be entitled
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to seek such equitable and injunctive relief as may be available from
any court of competent jurisdiction to restrain the Executive from
any breach or threatened breach of such covenants.
(l) Attorneys' Fees. If any legal action or other
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proceeding is brought for the enforcement of this Agreement, the
prevailing party shall be entitled to recover reasonable attorneys'
fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it may be entitled.
(m) Counterparts. This Agreement may be executed in one or
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more counterparts, and by the parties hereto in separate
counterparts, each of which when executed shall be deemed to be an
original while all of which taken together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement as of the date and year first written above.
Key3Media Events, Inc.
By:
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Title:
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Robert Priest-Heck
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