<PAGE> 1
June 16, 2000
Mr. Edward Kuehnle
17 Devonshire Land
Mendham, NJ 07945
Dear Ed:
In connection with your relocation to Chicago, I confirm that we have
agreed that IRI will provide you with the following:
1. We will reimburse your mortgage differential for three (3) years between
your current mortgage and your new mortgage on a home of comparable size to
your current home. If you refinance your mortgage, this differential will
decrease. The reimbursement will be grossed up for taxes. Your relocation
will also be grossed up for taxes in accordance with IRI's standard
relocation policy. You will be reimbursed each year on the anniversary of
your move to Chicago and you will need to submit the appropriate
documentation.
2. If your employment with IRI is terminated by IRI without cause, your
responsibilities are significantly reduced without cause or you cease to
report directly to the Chief Executive Officer of IRI without cause (in any
case other than in the event of a change in control) prior to the first
anniversary of the date of your relocation to Chicago (the "First Post-Move
Year"), you will be entitled to receive as severance benefits under the
terms of your employment agreement: (a) severance pay equal to 140% of your
base salary (reflecting base salary and bonus) for the next twenty-four
months, paid over the term of this severance period; and (b) continuation
of benefits in accordance with IRI's standard severance policy for the
severance period. You will not be entitled to receive a separate bonus for
the year in which your employment with IRI terminates as your severance
amount is calculated to include your target bonus amount for the year of
termination. These severance benefits shall be in lieu of, and not in
addition to, those severance benefits specified in Paragraph 2 on Page 2 of
your employment letter.
3. If your employment with IRI is terminated by IRI without cause, your
responsibilities are significantly reduced without cause or you cease to
report directly to the Chief Executive Officer of IRI without cause (in any
case other than in the event of a change in control) between the first and
second anniversaries of the date of your relocation to Chicago (the "Second
Post-Move Year"), you will be entitled to receive as severance benefits
under the terms of your employment agreement: (a) severance pay equal to
140% of your base salary (reflecting base salary and bonus) for the number
of months equal to 24 months less one month for each month or portion of a
month during the Second Post-Move Year that occurred prior to the effective
date of employment termination or reduction of responsibilities, such
severance pay to be paid over the term of this severance period; and (b)
continuation of benefits in accordance with IRI's standard severance policy
for the severance period. You will not be entitled to receive a separate
bonus for the year in which your employment with IRI terminates as your
severance amount is calculated to include your target bonus amount for the
year of termination. These severance benefits shall be in lieu of, and not
in addition to, those severance benefits specified in Paragraph 2 on Page 2
of your employment letter.
<PAGE> 2
4. If your employment is terminated under Paragraphs 2 or 3 above, any stock
options that would otherwise vest in the succeeding 18 month period
following such termination will vest immediately and shall be exercisable
in accordance with the terms of the applicable stock option plan under
which they were granted.
5. If, after your relocation to Chicago, your employment with IRI is
terminated by IRI without cause, your responsibilities are significantly
reduced without cause or you cease to report directly to the Chief
Executive Officer without cause (in any case other than in the event of a
change in control), IRI will reimburse you for your relocation to another
location in the U.S. in accordance with IRI's standard relocation policy.
Such relocation must take place within one year after your employment with
IRI terminates. The relocation expense will be capped at $100,000 and will
not be grossed up. IRI will provide reimbursement upon presentment of
appropriate documentation.
6. We will allow you to defer receipt of your severance pay and relocation
reimbursement payment into the calendar year following the effective date
of your termination of employment if you choose to do so for tax reasons.
7. We will reimburse you up to $1,500 for tax preparation for your 2000 tax
return upon presentment of appropriate documentation. This amount will not
be grossed up.
Finally, regarding your request for modified change in control language, we are
in the process of implementing agreements for all executive officers including
you which will contain uniform change in control language. Once finalized and
executed by you, this agreement will take the place of any change in control
language currently included in your employment agreement. A form agreement will
be provided to you within the next few weeks.
Sincerely,
Gary S. Newman
Executive Vice President, Human Resources
cc: Joe Durrett
