AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (this 'Amendment') is made
and entered into as of June ___, 1998 by and among Professional Travel
Corporation, a Colorado corporation (the 'Assignor'), Navigant International,
Inc., a Delaware corporation ('Assignee'), and Edward S. Adams ('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 (the 'Distribution Agreement').
RECITAL
WHEREAS Assignor and Employee are parties to an Employment
Agreement, dated as of January 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' and 'Professional Travel Division of USOP' 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.
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(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 two sentences of such Section in
their entirety and replace them with the following:
'The Company hereby employs Employee as President and Chief
Executive Officer of the Company. As such, Employee shall
have the responsibilities, duties and authority reasonably
accorded to and expected of the President and Chief
Executive Officer of the Company.'
(d) Base Salary. Section 3(a) (Base Salary) of the Agreement
is hereby amended to delete the word '$250,000' and replace it with
the word '$300,000'.
(e) Incentive Bonus. Section 3(b) (Incentive Bonus) of the
Agreement is hereby amended to delete the first sentence of such
Section in its entirety and replace it with the following:
'During the Term, Employee shall be eligible to earn up to
100% of Employee's base salary in bonus compensation, payable
out of a bonus pool determined solely in the discretion of
the Board of Directors of the Company or a compensation
committee thereof, depending upon the achievement of specified
criteria and payable in the form of cash, stock options, or
other non-cash awards, in such proportions, and in such forms,
as are determined solely by the Board of Directors of the
Company or a compensation committee thereof. Bonuses under
the preceding sentence will be determined by measuring
Employee's performance and the Company's performance based on
criteria, weighted and measured against target performance
levels established by the Board of Directors of the Company
or such compensation committee.'
As a result of the amendment set forth in this Section 2(e), the
second paragraph of Exhibit A is deleted in its entirety.
(f) Stock Options. Throughout the Agreement, but not
Exhibit A, any references to options to purchase common stock of
U.S. Office Products Company are hereby deleted
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and replaced with references to options to purchase common stock of
Navigant International, Inc. Such options will be authorized and
issued under the terms of Navigant International, Inc.'s 1998
Incentive Stock Option Plan and will be subject to the prior approval
of the Board of Directors of Navigant International, Inc. or a
compensation committee thereof. Prior to the date of this Amendment,
Employee has earned and been granted 400,000 options to purchase
shares of Common Stock of U.S. Office Products Company pursuant to
Exhibit A of the Agreement. Pursuant to the Distribution Agreement,
such options will be converted into options to purchase shares of
Common Stock of Navigant International, Inc., as described on page 27
of the Navigant International, Inc. Information Statement/Prospectus
dated May 18, 1998. The first paragraph of Exhibit A is deleted in its
entirety.
(g) Notice. The 'Notice' provision of the Agreement is
hereby amended to delete the names and addresses of Professional
Travel Corporation 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.
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(c) Governing Law. This Amendment will be governed by the
Governing Law provision contained in the Agreement.
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IN WITNESS WHEREOF, the Assignor, the Assignee and Employee have
executed this Amendment as of the date first above written.
ASSIGNOR EMPLOYEE
PROFESSIONAL TRAVEL
CORPORATION
By:
----------------------------- ---------------------------
Regina Q. Keating Edward S. Adams
President
ASSIGNOR EMPLOYEE
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 - Professional Travel Corp., Navigant International Inc. and Edward S. Adams
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