exhibit10_2.htm


    
8K


     

    Exhibit
      10.2


     

    AGREEMENT

     

    This
      Agreement (the “Agreement”) is made and entered into effective as of June 18,
      2007 (the “Effective Date”), by and between Robert P. Ambrosini (the “Employee”)
      and The Bureau of National Affairs, Inc., a Delaware corporation (the
“Company”).  Certain capitalized terms used in this Agreement are defined
      in Section 1 below.

     

    R
      E C
      I T A L S

     

    A.           
      It is possible that the Company from time to time may consider the possibility
      of a Change of Control.  The Board of Directors of the Company (the
“Board”) recognizes that such consideration can be a distraction to the Employee
      and can cause the Employee to consider alternative employment
      opportunities.

     

    B.           
      The Board believes that it is in the best interests of the Company and its
      shareholders to provide the Employee with an incentive to continue his
      employment and to maximize the value of the Company upon a Change of Control
      for
      the benefit of its shareholders.

     

    C.           
      In order to provide the Employee with enhanced financial security and sufficient
      encouragement to remain with the Company notwithstanding the possibility of
      a
      Change of Control, the Board believes that it is imperative to provide the
      Employee with certain severance benefits upon the Employee’s termination of
      employment following a Change of Control.

     

    AGREEMENT

     

    In
      consideration of the mutual covenants herein contained and the continued
      employment of Employee by the Company, the parties agree as
      follows:

     

    1.            
      Definition of Terms.  The following terms referred to in this
      Agreement shall have the following meanings:

     

    (a)          
      Cause.  “Cause” shall mean (i) any act of personal dishonesty taken
      by the Employee in connection with his responsibilities as an employee which
      is
      intended to result in substantial personal enrichment of the Employee, 
(ii) Employee’s conviction of a felony which the Board and/or the Company
      reasonably believes has had or will have a material detrimental effect on the
      Company’s reputation or business, (iii) a willful act by the Employee which
      constitutes misconduct and is injurious to the Company, and (iv) continued
      willful violations by the Employee of the Employee’s obligations to the Company
      after there has been delivered to the Employee a written demand for performance
      from the Company which describes the basis for the Company’s belief that the
      Employee has not substantially performed his duties.

     

    (b)          
      Change of Control.  “Change of Control” shall mean the occurrence of
      any of the following events:

     

    (i)   
      the approval by shareholders of the Company of a merger or consolidation of
      the
      Company with any other corporation, other than a merger or consolidation which
      would result in the voting securities of the Company outstanding immediately
      prior thereto continuing to represent (either by remaining outstanding or by
      being converted into voting securities of the surviving entity) more than fifty
      percent (50%) of the total voting power represented by the voting securities
      of
      the Company or such surviving entity outstanding immediately after such merger
      or consolidation;

     

    (ii)  
      the approval by the shareholders of the Company of a plan of complete
      liquidation of the Company or an agreement for the sale or disposition by the
      Company of all or substantially all of the Company’s assets; or

     

    (iii) 
      any “person” (as such term is used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as
      defined in Rule 13d-3 under said Act), directly or indirectly, of
      securities of the Company representing 50% or more of the total voting power
      represented by the Company’s then outstanding voting securities.

     

    (c)          
      Involuntary Termination.  “Involuntary Termination” shall mean
      (i) without the Employee’s express written consent, a significant reduction
      of the Employee’s duties, position or responsibilities relative to the
      Employee’s duties, position or responsibilities in effect immediately prior to
      such reduction, or the removal of the Employee from such position, duties and
      responsibilities, unless the Employee is provided with comparable duties,
      position and responsibilities (as, for example, following a Change of Control,
      the Chief Financial Officer of the Company is made the Chief Financial Officer
      of the acquiring entity); (ii) any purported termination of the Employee by
      the Company which is not effected for Cause or for which the grounds relied
      upon
      are not valid; or (iii) the failure of the Company to obtain the assumption
      of this Agreement by any successors contemplated in Section 6
      below.

     

    (d)          
      Termination Date.  “Termination Date” shall mean the effective date
      of any notice of termination delivered by one party to the other
      hereunder.

     

    2.            
      Term of Agreement.  This Agreement shall continue until the date
      which is the earlier of (i) the date that the Employee ceases to be an employee
      of the Company, or (ii) June 30, 2010.  Any benefits accruing to the
      Employee under Section 4 hereof shall survive termination of the
      Agreement.

     

    3.            
      At-Will Employment.  The Company and the Employee acknowledge that
      the Employee’s employment is and shall continue to be at-will, as defined under
      applicable law.  If the Employee’s employment terminates for any reason,
      the Employee shall not be entitled to any payments, benefits, damages, awards
      or
      compensation other than as provided by this Agreement, or as may otherwise
      be
      established under the Company’s then existing employee benefit plans or policies
      at the time of termination.

     

    4.            
      Severance Payment.  The Employee shall be eligible for a
      severance payment in the event of an occurrence of either of the following
      events and provided the Employee executes and delivers a release of all claims
      against the Company:

     

    (a)           Involuntary
      Termination.  If, at any time during the first twenty-four (24)
      months of this Agreement (i) the Employee is subject to an Involuntary
      Termination, and (ii) the Company has not been subject to a Change in Control,
      the Employee shall be entitled to a severance payment equal to twelve (12)
      months of the Employee’s base annual salary in effect as of the date of such
      termination, less applicable withholding.

     

    (b)          
      Termination Following A Change of Control.  If (i) the Company is
      subject to a Change in Control at any time during the term of this Agreement,
      and (ii) the Employee’s employment with the Company terminates as a result of an
      Involuntary Termination at any time within twelve (12) months after such Change
      of Control, Employee shall be entitled to a severance payment as
      follows:

     

    (i)  If
      the Change of Control becomes effective during the Employee’s first or second
      year of employment, the severance payment shall be equal to twenty-four (24)
      months of the Employee’s base annual salary as in effect as of the date of such
      termination, less applicable withholding;

     

    (ii)  If
      the Change of Control becomes effective during the third year of employment
      but
      prior to the expiration of this Agreement, the severance payment shall be equal
      to twelve (12) months of the Employee’s base annual salary as in effect as of
      the date of such termination, less applicable withholding.

     

    (c)           The
      severance payment payable under 4(a) or 4(b) above shall be paid in a lump
      sum
      within ten (10) business days of the effective date of a Release delivered
      by
      the Employee to the Company following such Involuntary Termination, in the
      form
      attached hereto as Exhibit A.  In no event shall the Employee be
      entitled to a severance payment under both (a) and (b) above.

    


    (d)          
      Termination Apart from Involuntary Termination or a Change of
      Control.  If the Employee’s employment with the Company terminates
      other than as a result of the events described in 4(a) or 4(b) above (e.g.,
      if
      termination is due to Cause, death, disability or voluntary resignation), then
      the Employee shall not be entitled to receive severance hereunder.

     

    (c)          
      Accrued Wages and Vacation; Expenses.  Without regard to the reason
      for, or the timing of, Employee’s termination of employment:  (i) the
      Company shall pay the Employee any unpaid base salary due for periods prior
      to
      the Termination Date; (ii) the Company shall pay the Employee all of the
      Employee’s accrued and unused annual leave through the Termination Date; and
      (iii) following submission of proper expense reports by the Employee, the
      Company shall reimburse the Employee for all expenses reasonably and necessarily
      incurred by the Employee in connection with the business of the Company prior
      to
      the Termination Date.  These payments shall be made promptly upon
      termination and within the period of time mandated by law.

     

    5.            
      Limitation on Payments.  In the event that the severance and other
      benefits provided for in this Agreement or otherwise payable to the Employee
      (i) constitute “parachute payments” within the meaning of Section 280G
      of the Code, and (ii) would be subject to the excise tax imposed by
      Section 4999 of the Code (the “Excise Tax”), then Employee’s benefits under
      this Agreement shall be either

     

    (a)          
      delivered in full, or

     

    (b)          
      delivered as to such lesser extent which would result in no portion of such
      benefits being subject to the Excise Tax,

     

    whichever
      of the foregoing amounts, taking into account the applicable federal, state
      and
      local income taxes and the Excise Tax, results in the receipt by Employee on
      an
      after-tax basis, of the greatest amount of benefits, notwithstanding that all
      or
      some portion of such benefits may be taxable under Section 4999 of the
      Code.

     

    Unless
      the Company and the Employee otherwise agree in writing, any determination
      required under this Section shall be made in writing by the Company’s
      independent public accountants (the “Accountants”), whose determination shall be
      conclusive and binding upon the Employee and the Company for all purposes. 
For purposes of making the calculations required by this Section, the
      Accountants may make reasonable assumptions and approximations concerning
      applicable taxes and may rely on reasonable, good faith interpretations
      concerning the application of Section 280G and 4999 of the Code.  The
      Company and the Employee shall furnish to the Accountants such information
      and
      documents as the Accountants may reasonably request in order to make a
      determination under this Section.  The Company shall bear all costs the
      Accountants may reasonably incur in connection with any calculations
      contemplated by this Section.

     

    6.            
      Successors.

    


    (a)          
      Company’s Successors.  Any successor to the Company (whether direct
      or indirect and whether by purchase, lease, merger, consolidation, liquidation
      or otherwise) to all or substantially all of the Company’s business and/or
      assets shall assume the Company’s obligations under this Agreement and agree
      expressly to perform the Company’s obligations under this Agreement in the same
      manner and to the same extent as the Company would be required to perform such
      obligations in the absence of a succession.  For all purposes under this
      Agreement, the term “Company” shall include any successor to the Company’s
      business and/or assets which executes and delivers the assumption agreement
      described in this subsection (a) or which becomes bound by the terms of
      this Agreement by operation of law.

     

    (b)          
      Employee’s Successors.    Without the written consent of
      the Company, Employee shall not assign or transfer this Agreement or any right
      or obligation under this Agreement to any other person or
      entity.  Notwithstanding the foregoing, the terms of this Agreement
      and all rights of Employee hereunder shall inure to the benefit of, and be
      enforceable by, Employee’s personal or legal representatives, executors,
      administrators, successors, heirs, distributees, devisees and
      legatees.

     

    7.            
      Notices.

     

    (a)          
      General.  Notices and all other communications contemplated by this
      Agreement shall be in writing and shall be deemed to have been duly given when
      personally delivered or when mailed by U.S. registered or certified mail, return
      receipt requested and postage prepaid.  In the case of the Employee, mailed
      notices shall be addressed to him at the home address which he most recently
      communicated to the Company in writing.  In the case of the Company, mailed
      notices shall be addressed to its corporate headquarters, and all notices shall
      be directed to the attention of its President.

     

    (b)          
      Notice of Termination.  Any termination by the Company for Cause or
      by the Employee as a result of a voluntary resignation or an Involuntary
      Termination shall be communicated by a notice of termination to the other party
      hereto given in accordance with this Section.  Such notice shall indicate
      the specific termination provision in this Agreement relied upon, shall set
      forth in reasonable detail the facts and circumstances claimed to provide a
      basis for termination under the provision so indicated, and shall specify the
      Termination Date (which shall be not more than 30 days after the giving of
      such
      notice).  The failure by the Employee to include in the notice any fact or
      circumstance which contributes to a showing of Involuntary Termination shall
      not
      waive any right of the Employee hereunder or preclude the Employee from
      asserting such fact or circumstance in enforcing his rights
      hereunder.

     

    8.            
      Arbitration.

     

    (a)          
      Any dispute or controversy arising out of, relating to, or in connection with
      this Agreement, or the interpretation, validity, construction, performance,
      breach, or termination thereof, shall be settled by binding arbitration to
      be
      held in Arlington, Virginia, in accordance with the National Rules for the
      Resolution of Employment Disputes then in effect of the American Arbitration
      Association (the “Rules”).  The arbitrator may grant injunctions or other
      relief in such dispute or controversy.  The decision of the arbitrator
      shall be final, conclusive and binding on the parties to the arbitration. 
Judgment may be entered on the arbitrator’s decision in any court having
      jurisdiction.

     

    (b)          
      The arbitrator(s) shall apply Virginia law to the merits of any dispute or
      claim, without reference to conflicts of law rules.  The arbitration
      proceedings shall be governed by federal arbitration law and by the Rules,
      without reference to state arbitration law.  Employee hereby consents to
      the personal jurisdiction of the state and federal courts located in Virginia
      for any action or proceeding arising from or relating to this Agreement or
      relating to any arbitration in which the parties are participants.

     

    (c)          
      Employee understands that nothing in this Section modifies Employee’s at-will
      employment status.  Either Employee or the Company can terminate the
      employment relationship at any time, with or without Cause.

     

    (d)          
      EMPLOYEE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
      ARBITRATION.  EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT
      OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION,
      VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING
      ARBITRATION, CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A JURY TRIAL AND
      RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
      EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING
      CLAIMS:

     

    (i)   
      ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT,
      BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING,
      BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL
      DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL
      INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND
      DEFAMATION.

     

    (ii)  
      ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE,
      INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE
      CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967,
      THE
      AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, AND
      THE
      VIRGINIA AND DISTRICT OF COLUMBIA HUMAN RIGHTS ACTS;

     

    (iii) 
      ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO
      EMPLOYMENT OR EMPLOYMENT DISCRIMINATION. 

     

    9.            
      Miscellaneous Provisions.

     

    (a)          
      No Duty to Mitigate.  The Employee shall not be required to mitigate
      the amount of any payment contemplated by this Agreement, nor shall any such
      payment be reduced by any earnings that the Employee may receive from any other
      source.

     

    (b)        
      Waiver.  No provision of this Agreement may be modified, waived or
      discharged unless the modification, waiver or discharge is agreed to in writing
      and signed by the Employee and by an authorized officer of the Company (other
      than the Employee).  No waiver by either party of any breach of, or of
      compliance with, any condition or provision of this Agreement by the other
      party
      shall be considered a waiver of any other condition or provision or of the
      same
      condition or provision at another time.

     

    (c)          
      Integration.  This Agreement represents the entire agreement and
      understanding between the parties as to the subject matter herein and supersede
      all prior or contemporaneous agreements, whether written or oral, with respect
      to this Agreement.

     

    (d)          
      Choice of Law.  The validity, interpretation, construction and
      performance of this Agreement shall be governed by the internal substantive
      laws, but not the conflicts of law rules, of the Commonwealth of
      Virginia.

     

    (e)          
      Severability.  The invalidity or unenforceability of any provision
      or provisions of this Agreement shall not affect the validity or enforceability
      of any other provision hereof, which shall remain in full force and
      effect.

     

    (f)           
      Employment Taxes.  All payments made pursuant to this Agreement
      shall be subject to withholding of applicable income and employment
      taxes.

     

    (g)          
      Counterparts.  This Agreement may be executed in counterparts, each
      of which shall be deemed an original, but all of which together will constitute
      one and the same instrument.

     

    (h)           Survival.  Notwithstanding
      any termination of the Agreement, the terms of Sections 1 (Definitions), 3
      (At-Will Employment), 4 (Severance Payment), 5 (Limitation on Payments), 6
      (Successors), 7 (Notices), 8 (Arbitration), and this Section 9 (Miscellaneous),
      shall survive such termination and remain in full force and effect.

     

    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by its duly authorized officer, as of the day and year first above
      written.

    


    


    
      	THE
              BUREAU OF NATIONAL AFFAIRS, INC. 	ROBERT P.
              AMBROSINI 
	 	 
	 	 
	By/s/Paul
              N. Wojcik 	By/s/Robert
              P. Ambrosini 
	Paul
              N. Wojcik 	Robert
              P. Ambrosini 
	Chief
              Executive Officer 	 
	 	 
	 	 
	 	 
	June
              8, 2007 	June
              7, 2007 
	Date 	Date