**Exhibit10.15**

 

July22, 2004

 

 

Mr. Daniel Videtto

Micropatent LLC

250 Dodge Avenue

East Haven, CT  06512

 

 

**Re:**                             Enhanced Retention Bonus

 

DearMr. Videtto:

 

MicroPatent LLC (“MicroPatent”) believes that itssuccess following the acquisition of Information Holdings Inc. (the “Company”)by The Thomson Corporation (“Parent”) will be significantly enhanced by yourcontinued employment with MicroPatent. Accordingly, MicroPatent has obtained the consent of its Board of Directorsand the Board of Directors of the Company to modify your Employment Agreementwith MicroPatent, dated June 23, 2003 (your “Employment Agreement”), and to payyou an enhanced retention bonus, according to the following terms:

 

1.               Youwill continue employment with MicroPatent under the terms of your EmploymentAgreement, but your title will be changed to Senior Vice President in ThomsonScientific’s Corporate Markets Business Unit, and you will report to BrianTyler, Executive Vice President of Thomson Scientific’s Corporate MarketsBusiness Unit (or his successor).  Youagree that your change in title and reporting line will not constitute “GoodReason” 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 toterminate your employment for “Good Reason” under Section 6(f) of yourEmployment Agreement under the circumstances listed therein which includes amaterial diminution in your responsibilities or authority.

 

2.               If(A) you are still employed by MicroPatent 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 EmploymentAgreement following

 

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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 letter agreementdated April 20, 2004.

 

Except as provided in this letter, all of the terms,provisions and conditions of your Employment Agreement will remain in fullforce and effect.  This letter is for the benefit of Parent,and your Employment Agreement (as modified by this letter) may not befurther modified unless the modification is in writing and signed by each ofyou, the Company and 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“Effective Time” (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,              |
|---------------------------------------------------------------------------------------------------------|-------------------------|
|                                                                                                    |                    |
|                                                                                                    |                    |
|                                                                                                    | MICROPATENT, LLC        |
|                                                                                                    |                    |
|                                                                                                    |                    |
|                                                                                                    | By:                     |
|                                                                                                    | /s/ Vincent A. Chippari |   |
|                                                                                                    | Vincent A. Chippari     |
|                                                                                                    |                    |
|                                                                                                    |                    |
| I, Daniel Videtto,  agree to the terms described in this letter, which modify my Employment  Agreement. |
|                                                                                                    |
| /s/ Daniel Videtto                                                                                      |                    | July 22, 2004 |   |
| Daniel Videtto                                                                                          |                    | Date |   |
|                                                                                                         |                         |  |  |  |  |

 

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