**Exhibit10.17**

 

April 20, 2004

 

Mr. Jay Nadler

President, Liquent, Inc.

1300 Virginia Drive

Ft. Washington, PA 19034

 

Re:          Retention Bonus

 

Dear Mr. Nadler:

 

This letter agreement sets forth the retention bonuses that you will beeligible to receive if a sale of all or substantially all of the capital stockor assets of Information Holdings Inc. (the “Company”) is completed within 12months of the date hereof (a “Sale”). All amounts payable to you under these bonus arrangements will be inaddition to, not in lieu of, any and all amounts to which you are entitled, ormay become entitled upon termination of your employment with the Company, underthe terms of your employment agreement with the Company dated as of April 10,2000 (the “Employment Agreement”), your stock option grants, and any othercompensation or benefits payable under any Company plans.

 

In the event a Sale occurs, and provided that you have remained in thecontinuous employ of the Company from the date of this letter agreement untilthe closing date of such Sale (the “Closing Date”), you will receive, on theClosing Date, a lump sum bonus payment of $500,000.  In addition, if you continue to be employed by the Company on theone-year anniversary of the Closing Date (the “Anniversary Date”), or if youremployment is terminated prior to the Anniversary Date by the Company or abuyer without “cause”, by you for “good reason”, you will receive an additionallump sum bonus payment of $500,000, either on the Anniversary Date, or on thedate of such termination of employment, as the case may be.  In addition, if the Company or a buyerprovides notice of non-renewal of your Employment Agreement prior to theAnniversary Date, you will receive the additional lump sum bonus payment of$500,000, on the earlier of the Anniversary Date or the expiration of yourEmployment Agreement.

 

For purposes of this letter agreement, “cause” shall have the meaningascribed to such term in your Employment Agreement, and “good reason” shallmean (i) actions taken by the Company or a buyer which prevent you fromperforming the normal duties and responsibilities associated with your currentposition, or any adverse change or material diminution in your title, positionauthority or responsibilities; (ii) the failure by the Company or a buyer topay any compensation due to you, whether under your Employment Agreement thisletter agreement or otherwise; (iii) the failure by the Company or a buyer toallow you to participate in employee benefit plans generally made available tosenior executives of the Company or a buyer, as the case may be; (iv) arequirement to relocate from your existing place of employment to a place ofemployment greater than 50 miles from your home in Marlboro, NJ; or (v) thefailure of a buyer or any

 

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successor to all or substantially all of the business and/or assets ofthe Company to assume your Employment Agreement or this letter agreement.

 

In addition, if your employment is terminated at any time on or afterthe Closing Date by the Company without cause, by you for good reason, or as aresult of the Company or a buyer electing not to renew the EmploymentAgreement, and if it is determined that any payment or distribution to you,pursuant to this letter agreement, your Employment Agreement or otherwise, aloneor in the aggregate, made by the Company, any person who acquires ownership oreffective control of the Company, or ownership of a substantial portion of theassets of the Company (within the meaning of section 280G of the InternalRevenue Code of 1986, as amended (the “Code”), and the regulations thereunder)or any affiliate of such person (the “total payments”) would be subject to theexcise tax imposed by section 4999 of the Code or any interest or penaltieswith respect to such excise tax (such excise tax, together with any suchinterest and penalties, are collectively referred to as, the “Excise Tax”),then you will be entitled to receive an additional payment (a “Tax RestorationPayment”) in an amount such that, after payment by you of all taxes (includingany interest or penalties imposed with respect to such taxes), including anyExcise Tax, imposed upon the Tax Restoration Payment, you retain an amount ofthe Tax Restoration Payment equal to the Excise Tax imposed upon the TotalPayments.

 

All amounts payable to you pursuant to the terms of this letteragreement shall be subject to withholding for all applicable federal, state andlocal withholding taxes.

 

Please indicate your acceptance of the terms of this letter agreementby signing and dating this letter in the spaces indicated below.

 
| Sincerely,                |   |
|---------------------------|--------|
|                      |   |
| INFORMATION HOLDINGS INC. |   |
|                      |   |
|                      |   |
| By:                       | /s/    | Mason P. Slaine |   |   |
|                      |   | Mason P. Slaine |   |   |
|                      |   | Chief Executive Officer |   |   |
|                      |   |   |   |   |
|                      | /s/    | Jay Nadler |   |   |
|                      |   | Jay Nadler |   |

 

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