Exhibit
10.14


 


July
22, 2004


 


 


Mr. Jay Nadler


Liquent Inc.


1300 Virginia Drive


Ft. Washington, PA  19034


 


Re:                             Enhanced Retention Bonus


 


Dear Mr. Nadler:


 


Information Holdings Inc. (“the Company”) believes
that its success following its acquisition by The Thomson Corporation
(“Parent”) will be significantly enhanced by your continued employment with the
Company.  Accordingly, the Company has
obtained the consent of its Board of Directors to modify your Employment Agreement
with the Company, dated April 10, 2000, and amended September 2, 2003 (your
“Employment Agreement”), and to pay you an enhanced retention bonus, according
to the following terms:


 


1.               You
will continue employment with the Company under the terms of your Employment
Agreement but your title will be changed to Senior Vice President in Thomson
Scientific’s Pharma Markets Business Unit, and you will report to Ian Tarr,
Executive Vice President of Thomson Scientific’s Pharma Markets Business Unit
(or his successor).  You agree that your
change in title and reporting line will not constitute “Good Reason” 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 to terminate your employment for “Good
Reason” under Section 6(f) of your Employment Agreement under the circumstances
listed therein which includes a material diminution in your responsibilities or
authority.


 


2.               If
(A) you are still employed by the Company on the one-year anniversary of the
“Closing Date” (as defined in the Agreement and Plan of Merger dated as of June
28, 2004 among Parent, the Company and Thyme Corporation (the “Merger
Agreement”)), (B) your employment is involuntarily terminated “Without Cause”
(as defined in Section 6(e) of your Employment Agreement) before such one-year
anniversary or (C) the Company provides notice of non-renewal of your
Employment Agreement before such one-year anniversary, then in each case (but,
for the avoidance of doubt, not in the event that you terminate your employment
for “Good Reason” under Section 6(f) of your Employment Agreement) you will
receive, on the date of such one-year anniversary or within 10 days following
such involuntary termination or expiration of the term of your Employment Agreement
following


 

















 


non-renewal, as
applicable, a lump sum bonus payment equal to your “Salary” (as defined in
Section 3(a) of your Employment Agreement) as in effect on such one-year
anniversary or immediately prior to such termination (subject to applicable
withholding and similar taxes).  This
lump sum payment will be in addition to any payment you become eligible to
receive under your Employment Agreement or your retention bonus letter
agreement dated April 20, 2004.


 


Except as provided in this
letter, all of the terms, provisions and conditions of your Employment
Agreement will remain in full force and effect.  This letter is for the benefit of Parent, and your
Employment Agreement (as modified by this letter) may not be further modified
unless the modification is in writing and signed by each of you, the Company
and Parent.


 


The terms set forth in this
letter will automatically terminate upon any termination of the Merger
Agreement 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 terms
set forth above by signing and dating this letter in the spaces indicated
below.


 


	
   

  	
   

  	
   

  	
  Sincerely,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  INFORMATION HOLDINGS
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Mason Slaine

  
	
   

  	
   

  	
   

  	
   

  	
  Mason Slaine

  
	
   

  	
   

  	
   

  	
   

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I, Jay Nadler, agree to
  the terms described in this letter, which modify my Employment Agreement.

  
	
   

  	
   

  	
   

  
	
  /s/ Jay Nadler

  	
   

  	
  July 22, 2004

  	
   

  
	
  Jay Nadler

  	
   

  	
  Date

  	
   

  
								



 


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