**Exhibit10.14**

 

July22, 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”) believesthat its success following its acquisition by The Thomson Corporation(“Parent”) will be significantly enhanced by your continued employment with theCompany.  Accordingly, the Company hasobtained the consent of its Board of Directors to modify your Employment Agreementwith the Company, dated April 10, 2000, and amended September 2, 2003 (your“Employment Agreement”), and to pay you an enhanced retention bonus, accordingto the following terms:

 

1.               Youwill continue employment with the Company under the terms of your EmploymentAgreement but your title will be changed to Senior Vice President in ThomsonScientific’s Pharma Markets Business Unit, and you will report to Ian Tarr,Executive Vice President of Thomson Scientific’s Pharma Markets Business Unit(or his successor).  You agree that yourchange in title and reporting line will not constitute “Good Reason” underSection 6(f) of your Employment Agreement. Without limiting the foregoing sentence, nothing herein shall be deemedto otherwise affect or limit your right to terminate your employment for “GoodReason” under Section 6(f) of your Employment Agreement under the circumstanceslisted therein which includes a material diminution in your responsibilities orauthority.

 

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 June28, 2004 among Parent, the Company and Thyme Corporation (the “MergerAgreement”)), (B) your employment is involuntarily terminated “Without Cause”(as defined in Section 6(e) of your Employment Agreement) before such one-yearanniversary or (C) the Company provides notice of non-renewal of yourEmployment Agreement before such one-year anniversary, then in each case (but,for the avoidance of doubt, not in the event that you terminate your employmentfor “Good Reason” under Section 6(f) of your Employment Agreement) you willreceive, on the date of such one-year anniversary or within 10 days followingsuch involuntary termination or expiration of the term of your Employment Agreementfollowing

 

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non-renewal, asapplicable, a lump sum bonus payment equal to your “Salary” (as defined inSection 3(a) of your Employment Agreement) as in effect on such one-yearanniversary or immediately prior to such termination (subject to applicablewithholding and similar taxes).  Thislump sum payment will be in addition to any payment you become eligible toreceive under your Employment Agreement or your retention bonus letteragreement dated April 20, 2004.

 

Except as provided in thisletter, all of the terms, provisions and conditions of your EmploymentAgreement will remain in full force and effect.  This letter is for the benefit of Parent, and yourEmployment Agreement (as modified by this letter) may not be further modifiedunless the modification is in writing and signed by each of you, the Companyand Parent.

 

The terms set forth in thisletter will automatically terminate upon any termination of the MergerAgreement in accordance with its terms and will not be effective before the “EffectiveTime” (as defined in the Merger Agreement).

 

We hope you will indicate your acceptance of the termsset forth above by signing and dating this letter in the spaces indicatedbelow.

 
|                                                                                               |   |          | Sincerely,                 |
|----------------------------------------------------------------------------------------------------|--------|---------------|----------------------------|
|                                                                                               |   |          |                       |
|                                                                                               |   |          |                       |
|                                                                                               |   |          | INFORMATION HOLDINGS  INC. |
|                                                                                               |   |          |                       |
|                                                                                               |   |          |                       |
|                                                                                               |   |          | By:                        | /s/ Mason Slaine |
|                                                                                               |   |          |                       | Mason Slaine |
|                                                                                               |   |          |                       | Chief Executive  Officer |
|                                                                                               |   |          |                       |   |
|                                                                                               |   |          |                       |   |
| I, Jay Nadler, agree to  the terms described in this letter, which modify my Employment Agreement. |
|                                                                                               |   |          |
| /s/ Jay Nadler                                                                                     |   | July 22, 2004 |                       |
| Jay Nadler                                                                                         |   | Date          |                       |
|                                                                                                    |        |               |                            |  |  |  |  |

 

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