Exhibit
10.13


 


June
28, 2004


 


Mason P. Slaine

c/o Information Holdings Inc.

2777 Summer Street

Suite 602

Stamford, CT  06905


 


Dear Mr. Slaine:


 


This letter confirms the amendment, as set forth
below, to your employment agreement dated as of April 30, 2002, between you and
Information Holdings Inc. (the “Company”), as amended (your “Employment
Agreement”), which is made in connection with the Agreement and Plan
of Merger dated as of June 28, 2004, among the Company, The Thomson Corporation
(“Parent”)
and Thyme Corporation (“Merger Sub”) (as it may be amended or
supplemented from time to time, the “Merger
Agreement”).


 


As a condition and inducement to Parent’s and Merger
Sub’s willingness to enter into the Merger Agreement and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, effective at the Effective Time (as defined in the Merger
Agreement), Section 7(a) of your Employment Agreement is hereby amended by (i)
deleting the last sentence thereof and (ii) replacing the phrase “in the United
States” with the word “worldwide”. 
Accordingly, you acknowledge that the noncompete provisions of such
Section 7(a) shall apply notwithstanding the circumstances of any termination of
your employment with the Company at any time. 
Except as expressly amended in this letter, the terms of your Employment
Agreement shall remain in full force and effect.  You and we agree, for the benefit of Parent, that your Employment
Agreement and this amendment may not be amended without the prior written
consent of Parent.  This letter
agreement shall terminate upon any termination of the Merger Agreement in
accordance with its terms.


 


Notwithstanding anything in the Employment Agreement
to the contrary, all payments to be made to the executive pursuant to Section
6(e), and any Tax Restoration Payment made pursuant to Section 6(g), of the
Employment Agreement (other than the Non-Compete Payment) shall be made within
15 days of termination of employment, and the Non-Compete Payment shall be payable
quarterly in advance, beginning at such time that it becomes due (payable for
any partial quarter on a pro rata basis). 
In the event the Company fails to make such payments within such 15 days
of their due date, the obligations under the amendment to the Employment
Agreement set forth in this letter agreement shall, unless Parent or the
Company shall have pending a good faith dispute with you regarding such
payment, have no force and effect.  All
terms capitalized but not otherwise defined herein shall have the meaning
ascribed to them in the Employment Agreement.


 


This agreement may be executed in on or more
counterparts (including by facsimile), and by the different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which shall constitute one and the same agreement.


 

















 


Please confirm your agreement to this amendment by
signing below.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
  INFORMATION
  HOLDINGS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Vincent A. Chippari

  
	
   

  	
   

  	
  Name:
  Vincent A. Chippari

  
	
   

  	
   

  	
  Title:
  Executive VP & CFO

  
	
   

  
	
  AGREED
  AS OF THE DATE FIRST WRITTEN ABOVE:

  	
   

  
	
   

  
	
   

  
	
  /s/
  Mason P. Slaine

  	
   

  
	
  MASON
  P. SLAINE