# **Exhibit 10.14**

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# **June 29,2000**

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# **Ward D.Hewins**

341Beacon Street

Boston,MA 02116

 

DearWard:

 

Onbehalf of Advanstar Communications, it gives me great pleasure to confirm anoffer of employment to you for the position of Deputy General Counsel*,*which reports to me in our Boston office. Your effectivedate of employment will be as soon as possible, as you determine based on yourexpressed desire for a smooth transition from your current employment. Ourexpectation is that you will start in late July.

 

Yourstarting base salary will be at the bi-weekly rate of $6,153.85 (or $160,000annualized). Our pay periods are bi-weekly with pay days every other Friday viadirect deposit. In addition, you will be eligible to receive an annual bonusbased on your job performance with a targeted amount of $40,000. Although thebonus is paid on a calendar year basis, your payment for calendar year 2000will not be prorated due to your mid-year commencement of employment, butrather will be calculated as if you had been employed by the Company for thefull 2000 calendar year.

 

Conditionedon your actual commencement of employment, you have been granted options topurchase 7,500 shares of common stock of Advanstar.com, Inc., our internetoperating company, at an exercise price of $0.80 per share. This grant issubject to a vesting schedule and all other terms contained in the plandocument and your option agreement. These documents will be forwarded to youshortly. Of course, we cannot make any representations to you about the futurevalue of Advanstar.com, Inc. or your options.

 

Inaddition, you will be eligible for all of our benefit programs, which go intoeffect the first of the month following your start date. Enrollment materialswill be sent to you shortly. In general, benefits are currently provided inareas of vacation, sick pay, group health and dental insurance, life insurance,AD&D as well as long-term disability insurance protection, all as outlinedin the applicable plan documents. We also currently have a 401(k) Plan whichyou can join the first of the month following one year of employment.

 

Pleasenote that your employment with Advanstar is on an “at will” basis. That meansthat you can terminate your employment at any time, for any or no reason, withor without prior notice, and the Company reserves the same right. Pleasefamiliarize yourself with all other policies which cover your employment bycarefully reviewing the Employee Handbook which will be provided to you uponyour arrival.

 

Notwithstandingthe “at will” nature of your employment, we have agreed to specific provisionsto govern certain types of potential termination of your employment:

 

(a)           Ifyou are terminated during the one year period after a Change of Control of theCompany which Change of Control occurs prior to July 1, 2001, and suchtermination results from such Change of Control, you will receive nine monthsof your Compensation. The term “Change of Control” shall mean any transactionwhich results in any entity other than Hellman &

 

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Friedmanand/or its portfolio entities owning either (i) a majority of the outstandingcapital stock of the ultimate parent company of Advanstar; or (ii) all orsubstantially all of the assets of Advanstar. The term “Compensation” meansbase salary, target bonus and health benefits. Notwithstanding anything to thecontrary contained herein, in the event that this clause (a) is applicable, itshall supersede and replace the following clause (b), which clause (b) shalltherefore be inapplicable in its entirety.

 

(b)          If youare terminated without Cause (i) before January 1, 2002, you will receive sixmonths of your Compensation; (ii) on or after January 1, 2002 but before July1, 2003, you will receive nine months of your Compensation; and (iii) on orafter July 1, 2003, you will receive twelve months of your Compensation. Theterm “Cause” means conduct involving one or more of the following: (i) thesubstantial and continuing failure, after notice thereof, to render services tothe Company in accordance with the terms or requirements of your employment;(ii) disloyalty, gross negligence, willful misconduct, dishonesty, orbreach of fiduciary duty to the Company; (iii) the commission of an act ofembezzlement or fraud, a felony or a crime involving moral turpitude; (iv) deliberatedisregard of the rules or policies of the Company which results in direct orindirect loss, damage or injury to the Company; (v) the unauthorizeddisclosure of any trade secret or confidential information of the Company; or(vi) the commission of an act which breaches your duty not to compete withthe Company while employed by the Company or which induces any customer orsupplier to breach a contract with the Company. (This definition is identicalto the definition which is contained in my stock option agreement and whichgoverns my eligibility for severance.) In addition, for purposes of this clause (b), relocation of yourprincipal office location outside the greater Boston area without your consentshall be tantamount to termination without Cause.

 

Anypayment made to you pursuant to clauses (a) or (b) above will constitute yourfull entitlement to severance (in lieu of any standard severance policy of theCompany) and you will be required to execute a standard release of any relatedclaims against the Company.

 

Onbehalf of all of us at Advanstar, I warmly welcome you aboard and wish you aterrific future at the Company. I greatly look forward to working together.

 

Verytruly yours,

 

 
| /s/ Eric I.  Lisman |   |
|---------------------|--------|
|                |
| Eric I. Lisman      |

 

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