Exhibit 10.14


 


June 29,
2000


 


Ward D.
Hewins


341
Beacon Street


Boston,
MA 02116


 


Dear
Ward:


 


On
behalf of Advanstar Communications, it gives me great pleasure to confirm an
offer of employment to you for the position of Deputy General Counsel, which reports to me in our Boston office. Your effective
date of employment will be as soon as possible, as you determine based on your
expressed desire for a smooth transition from your current employment. Our
expectation is that you will start in late July.


 


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


 


Conditioned
on your actual commencement of employment, you have been granted options to
purchase 7,500 shares of common stock of Advanstar.com, Inc., our internet
operating company, at an exercise price of $0.80 per share. This grant is
subject to a vesting schedule and all other terms contained in the plan
document and your option agreement. These documents will be forwarded to you
shortly. Of course, we cannot make any representations to you about the future
value of Advanstar.com, Inc. or your options.


 


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


 


Please
note that your employment with Advanstar is on an “at will” basis. That means
that you can terminate your employment at any time, for any or no reason, with
or without prior notice, and the Company reserves the same right. Please
familiarize yourself with all other policies which cover your employment by
carefully reviewing the Employee Handbook which will be provided to you upon
your arrival.


 


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


 


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


 

















 


Friedman
and/or its portfolio entities owning either (i) a majority of the outstanding
capital stock of the ultimate parent company of Advanstar; or (ii) all or
substantially all of the assets of Advanstar. The term “Compensation” means
base salary, target bonus and health benefits. Notwithstanding anything to the
contrary contained herein, in the event that this clause (a) is applicable, it
shall supersede and replace the following clause (b), which clause (b) shall
therefore be inapplicable in its entirety.


 


(b)          If you
are terminated without Cause (i) before January 1, 2002, you will receive six
months of your Compensation; (ii) on or after January 1, 2002 but before July
1, 2003, you will receive nine months of your Compensation; and (iii) on or
after July 1, 2003, you will receive twelve months of your Compensation. The
term “Cause” means conduct involving one or more of the following: (i) the
substantial and continuing failure, after notice thereof, to render services to
the Company in accordance with the terms or requirements of your employment;
(ii) disloyalty, gross negligence, willful misconduct, dishonesty, or
breach of fiduciary duty to the Company; (iii) the commission of an act of
embezzlement or fraud, a felony or a crime involving moral turpitude; (iv) deliberate
disregard of the rules or policies of the Company which results in direct or
indirect loss, damage or injury to the Company; (v) the unauthorized
disclosure of any trade secret or confidential information of the Company; or
(vi) the commission of an act which breaches your duty not to compete with
the Company while employed by the Company or which induces any customer or
supplier to breach a contract with the Company. (This definition is identical
to the definition which is contained in my stock option agreement and which
governs my eligibility for severance.) 
In addition, for purposes of this clause (b), relocation of your
principal office location outside the greater Boston area without your consent
shall be tantamount to termination without Cause.


 


Any
payment made to you pursuant to clauses (a) or (b) above will constitute your
full entitlement to severance (in lieu of any standard severance policy of the
Company) and you will be required to execute a standard release of any related
claims against the Company.


 


On
behalf of all of us at Advanstar, I warmly welcome you aboard and wish you a
terrific future at the Company. I greatly look forward to working together.


 


Very
truly yours,


 


 


	
  /s/ Eric I.
  Lisman

  	
   

  
	
   

  
	
  Eric I. Lisman