AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (this 'Amendment') is made and entered into as of June ___, 1998 by and among McGregor Travel Management, Inc., a Connecticut corporation (the 'Assignor'), Navigant International, Inc., a Delaware corporation ('Assignee'), and Douglas R. Knight ('Employee'). This Amendment will become effective on the date of the consummation of the transactions contemplated by the Agreement and Plan of Distribution by and among U.S. Office Products Company, Assignee, and certain other parties, to be dated as of June 9, 1998. RECITAL WHEREAS Assignor and Employee are parties to an Employment Agreement, dated as of October 24, 1997 (the 'Agreement'), which Assignor now desires to assign to Assignee and which Assignor, Assignee and Employee now desire to amend as set forth herein; and WHEREAS U.S. Office Products Company, a Delaware corporation, has certain rights and obligations under the Agreement, and desires to assign all of such rights (other than with respect to its 'Confidential Information' as defined in the Agreement) and obligations to Navigant International, Inc., a Delaware corporation, and Navigant International, Inc. desires to accept and assume all of such rights and obligations; AGREEMENT NOW THEREFORE, in consideration of the mutual promises herein made and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, Assignor, Assignee and Employee hereby agree as follows: Section 1. Assignment. Assignor hereby assigns to Assignee all of Assignor's right, title and interest in and to the Agreement, and Assignee hereby accepts such assignment and assumes, accepts responsibility for, and agrees to pay, perform, and discharge all of Assignor's liabilities and obligations under the Agreement. Employee hereby consents to such assignment and assumption. As a result of this assignment and assumption, all of the rights and obligations of Assignor under the Agreement hereby become the rights and obligations of Assignee, and Assignor will have no further rights or obligations under the Agreement, and all provisions of the Agreement, including any accompanying Exhibits or Schedules, relating or referring to Assignor or the 'Company' will hereafter be deemed to relate or refer to Assignee. Section 2. Amendments. (a) Names. Throughout the Agreement, including any accompanying Exhibits or Schedules, the words 'U.S. Office Products Company' are hereby deleted and replaced with the words 'Navigant International, Inc.' and the abbreviation 'USOP' is hereby deleted and replaced with the abbreviation 'Navigant,' except that any reference to the agreement pursuant to which U.S. Office Products Company acquired its interest in Assignor will be deemed to refer to such agreement as the rights and obligations of U.S. Office Products Company thereunder have been assigned to Navigant International, Inc. 1 (b) Effect. As a result of the amendments set forth in Section 2(a), all of the rights and obligations of U.S. Office Products Company under the Agreement will become the rights and obligations of Navigant International, Inc., and U.S. Office Products Company will have no further rights or obligations under the Agreement, and all provisions of the Agreement, including any accompanying Exhibits or Schedules, relating or referring to U.S. Office Products Company, USOP, or USOP's Travel Division will hereafter be deemed to relate or refer to Navigant International, Inc., except that any reference to the agreement pursuant to which U.S. Office Products Company acquired its interest in Assignor will be deemed to refer to such agreement as the rights and obligations of U.S. Office Products Company thereunder have been assigned to Navigant International, Inc. Notwithstanding anything to the contrary contained in this Amendment, U.S. Office Products Company will continue to enjoy its pre-existing third-party beneficiary rights under provisions of the Agreement concerning 'Confidential Information' (as defined in the Agreement). (c) Position and Duties. Section 2 of the Agreement is hereby amended to delete the first sentence of such Section in its entirety and replace it with the following: 'The Company hereby employs Employee as Chief Operating Officer of the Company.' (d) Notice. The 'Notice' provision of the Agreement is hereby amended to delete the names and addresses of McGregor Travel Management, Inc. and U.S. Office Products Company and replace them with the following: 'To the Company: Navigant International, Inc. 84 Inverness Circle East P.O. Box 6604 Englewood, CO 80155-6604 Attention: Chief Executive Officer with a copy to: Navigant International, Inc. 84 Inverness Circle East P.O. Box 6604 Englewood, CO 80155-6604 Attention: General Counsel' Section 3. Effect. Except as specifically amended by this Amendment, the Agreement will remain in full force and effect. All references to the 'Agreement' in the Agreement will hereafter be deemed to refer to the Agreement as amended hereby. Section 4. Miscellaneous. (a) Definitions. Capitalized terms used and not defined herein have the meanings given to such terms in the Agreement. (b) Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 2 (c) Governing Law. This Amendment will be governed by the Governing Law provision contained in the Agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 IN WITNESS WHEREOF, the Assignor, the Assignee and Employee have executed this Amendment as of the date first above written. ASSIGNOR EMPLOYEE MCGREGOR TRAVEL MANAGEMENT, INC. By:____________________________ ___________________________ Salvatore A. DeFranco Douglas R. Knight President ASSIGNEE NAVIGANT INTERNATIONAL, INC. By:_____________________________ Edward S. Adams President & Chief Executive Officer Acknowledged and agreed: U.S. OFFICE PRODUCTS COMPANY By:______________________________ Mark D. Director Executive Vice President - Administration
Employment Agreement - McGregor Travel Management, Navigant International Inc. and Douglas R. Knight
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