**Exhibit10.13**

 

June28, 2004

 

Mason P. Slaine**c/o Information Holdings Inc.2777 Summer StreetSuite 602Stamford, CT  06905

 

Dear Mr. Slaine:

 

This letter confirms the amendment, as set forthbelow, to your employment agreement dated as of April 30, 2002, between you andInformation Holdings Inc. (the “*Company*”), as amended (your “*EmploymentAgreement*”), which is made in connection with the Agreement and Planof Merger dated as of June 28, 2004, among the Company, The Thomson Corporation(“*Parent*”)and Thyme Corporation (“*Merger Sub*”) (as it may be amended orsupplemented from time to time, the “*MergerAgreement*”).

 

As a condition and inducement to Parent’s and MergerSub’s willingness to enter into the Merger Agreement and for other good andvaluable consideration, the receipt and sufficiency of which are herebyacknowledged, effective at the Effective Time (as defined in the MergerAgreement), Section 7(a) of your Employment Agreement is hereby amended by (i)deleting the last sentence thereof and (ii) replacing the phrase “in the UnitedStates” with the word “worldwide”. Accordingly, you acknowledge that the noncompete provisions of suchSection 7(a) shall apply notwithstanding the circumstances of any termination ofyour employment with the Company at any time. Except as expressly amended in this letter, the terms of your EmploymentAgreement shall remain in full force and effect.  You and we agree, for the benefit of Parent, that your EmploymentAgreement and this amendment may not be amended without the prior writtenconsent of Parent.  This letteragreement shall terminate upon any termination of the Merger Agreement inaccordance with its terms.

 

Notwithstanding anything in the Employment Agreementto the contrary, all payments to be made to the executive pursuant to Section6(e), and any Tax Restoration Payment made pursuant to Section 6(g), of theEmployment Agreement (other than the Non-Compete Payment) shall be made within15 days of termination of employment, and the Non-Compete Payment shall be payablequarterly in advance, beginning at such time that it becomes due (payable forany partial quarter on a pro rata basis). In the event the Company fails to make such payments within such 15 daysof their due date, the obligations under the amendment to the EmploymentAgreement set forth in this letter agreement shall, unless Parent or theCompany shall have pending a good faith dispute with you regarding suchpayment, have no force and effect.  Allterms capitalized but not otherwise defined herein shall have the meaningascribed to them in the Employment Agreement.

 

This agreement may be executed in on or morecounterparts (including by facsimile), and by the different parties hereto inseparate counterparts, each of which when executed shall be deemed to be anoriginal but all of which shall constitute one and the same agreement.

 

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Please confirm your agreement to this amendment bysigning below.

 
|                                        | Very  truly yours,         |
|---------------------------------------------|----------------------------|
|                                        |                       |
|                                        | INFORMATION  HOLDINGS INC. |
|                                        |                       |   |
|                                        |                       |   |
|                                        | By:                        | /s/  Vincent A. Chippari |
|                                        |                       | Name:  Vincent A. Chippari |
|                                        |                       | Title:  Executive VP & CFO |
|                                        |
| AGREED  AS OF THE DATE FIRST WRITTEN ABOVE: |                       |
|                                        |
|                                        |
| /s/  Mason P. Slaine                        |                       |
| MASON  P. SLAINE                            |
|                                             |                            |  |  |

 

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