Enhanced Retention Bonus Letter Agreement between Information Holdings Inc. and Jay Nadler (July 22, 2004)
This agreement between Information Holdings Inc. and Jay Nadler modifies his existing employment contract following the company's acquisition by The Thomson Corporation. It changes Mr. Nadler's title and reporting line, clarifies that these changes do not constitute grounds for resignation with "Good Reason," and provides for a lump sum retention bonus if he remains employed for one year after the merger, is terminated without cause, or is not renewed before that date. All other terms of his employment agreement remain unchanged.
Exhibit 10.14
July 22, 2004
Mr. Jay Nadler
Liquent Inc.
1300 Virginia Drive
Ft. Washington, PA 19034
Re: Enhanced Retention Bonus
Dear Mr. Nadler:
Information Holdings Inc. (the Company) believes that its success following its acquisition by The Thomson Corporation (Parent) will be significantly enhanced by your continued employment with the Company. Accordingly, the Company has obtained the consent of its Board of Directors to modify your Employment Agreement with the Company, dated April 10, 2000, and amended September 2, 2003 (your Employment Agreement), and to pay you an enhanced retention bonus, according to the following terms:
1. You will continue employment with the Company under the terms of your Employment Agreement but your title will be changed to Senior Vice President in Thomson Scientifics Pharma Markets Business Unit, and you will report to Ian Tarr, Executive Vice President of Thomson Scientifics Pharma Markets Business Unit (or his successor). You agree that your change in title and reporting line will not constitute Good Reason under Section 6(f) of your Employment Agreement. Without limiting the foregoing sentence, nothing herein shall be deemed to otherwise affect or limit your right to terminate your employment for Good Reason under Section 6(f) of your Employment Agreement under the circumstances listed therein which includes a material diminution in your responsibilities or authority.
2. If (A) you are still employed by the Company on the one-year anniversary of the Closing Date (as defined in the Agreement and Plan of Merger dated as of June 28, 2004 among Parent, the Company and Thyme Corporation (the Merger Agreement)), (B) your employment is involuntarily terminated Without Cause (as defined in Section 6(e) of your Employment Agreement) before such one-year anniversary or (C) the Company provides notice of non-renewal of your Employment Agreement before such one-year anniversary, then in each case (but, for the avoidance of doubt, not in the event that you terminate your employment for Good Reason under Section 6(f) of your Employment Agreement) you will receive, on the date of such one-year anniversary or within 10 days following such involuntary termination or expiration of the term of your Employment Agreement following
non-renewal, as applicable, a lump sum bonus payment equal to your Salary (as defined in Section 3(a) of your Employment Agreement) as in effect on such one-year anniversary or immediately prior to such termination (subject to applicable withholding and similar taxes). This lump sum payment will be in addition to any payment you become eligible to receive under your Employment Agreement or your retention bonus letter agreement dated April 20, 2004.
Except as provided in this letter, all of the terms, provisions and conditions of your Employment Agreement will remain in full force and effect. This letter is for the benefit of Parent, and your Employment Agreement (as modified by this letter) may not be further modified unless the modification is in writing and signed by each of you, the Company and Parent.
The terms set forth in this letter will automatically terminate upon any termination of the Merger Agreement in accordance with its terms and will not be effective before the Effective Time (as defined in the Merger Agreement).
We hope you will indicate your acceptance of the terms set forth above by signing and dating this letter in the spaces indicated below.
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| Sincerely, | ||||
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| INFORMATION HOLDINGS INC. | ||||
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| By: | /s/ Mason Slaine | |||
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| Mason Slaine | |||
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| Chief Executive Officer | |||
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I, Jay Nadler, agree to the terms described in this letter, which modify my Employment Agreement. | |||||||
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/s/ Jay Nadler |
| July 22, 2004 |
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Jay Nadler |
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