{"id":38916,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-american-lawyer-media-inc-and-william-l.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-american-lawyer-media-inc-and-william-l","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-american-lawyer-media-inc-and-william-l.html","title":{"rendered":"Employment Agreement &#8211; American Lawyer Media Inc. and William L. Pollak"},"content":{"rendered":"<pre>                                 EMPLOYMENT AGREEMENT\n\n\n     This Employment Agreement (this 'AGREEMENT') is entered into as of February\n9, 1998 by and between American Lawyer Media, Inc., a Delaware corporation (the\n'COMPANY'), and William L. Pollak, an individual residing at 20 Garden Ridge,\nChappaqua, New York  10514 ('EXECUTIVE').\n\n                                      RECITALS:\n\n          The Company desires to be assured of the services of Executive by\nemploying Executive in the capacity and on the terms set forth below and\nExecutive desires to commit himself to serve the Company on the terms herein\nprovided.\n\n          In consideration of the foregoing and the covenants contained herein,\nthe Company desires to retain the services of Executive and to secure the\nbenefit of Executive's experience and ability and Executive desires to provide\nservices to the Company.\n\n          1.   EMPLOYMENT PERIOD. Executive's employment hereunder shall be\neffective on March 9, 1998 (the 'COMMENCEMENT DATE'), and shall terminate on the\nfifth anniversary thereof (the 'TERM'), unless sooner terminated in accordance\nwith Section 9.  The period during which Executive is employed under this\nAgreement shall be referred to herein as the 'EMPLOYMENT PERIOD.'  The date on\nwhich this Agreement terminates pursuant to Sections 1 or 9 shall be referred to\nherein as the 'TERMINATION DATE.'\n\n          2.   DUTIES DURING EMPLOYMENT PERIOD.   Executive will be the\npresident and chief executive officer of the Company  and will have the\ncustomary duties of a president and chief executive officer relating to the\nCompany and its Affiliates as assigned to him from time to time by the Company's\nBoard of Directors.  \n\n          3.   EXECUTIVE'S DUTIES DURING EMPLOYMENT PERIOD.   Executive will\ndevote substantially all of his energies, interest, abilities and productive\ntime during customary business hours to the business of the Company and its\nsubsidiaries and, absent the approval of the Board of Directors, Executive shall\nnot be actively engaged in any business activity other than that required of him\nin connection with his duties described in Section 2.  Executive will not,\nwithout the Company's prior written consent, render to any other Person services\nthat are inconsistent with the performance of his duties hereunder. \n\n          4.   INTELLECTUAL PROPERTY.\n\n          (a)  If at any time during the Employment Period, Executive, whether\nalone or with any other Person, makes, discovers or produces any invention,\nprocess, development or design which relates to, or affects or, in the\nreasonable opinion of the Board of Directors of the Company is capable of being\nused or adapted for use in or in connection with, the business or any product,\nprocess or intellectual property right of the Company or any Affiliate;  (i) the\ninvention, process, development or design will be the absolute property of the\nCompany (except to the extent, if any, provided otherwise by United States law\nand any other applicable jurisdictions' laws \n\n\n\ngoverning the protection of intellectual property) and (ii) Executive will\nimmediately disclose such invention, process, development or design to the\nCompany in writing.\n\n          (b)  Executive will, if and when required to do so by the Company\n(whether during the Employment Period or afterwards) and at the Company's\nexpense:  (i) apply, or join with the Company in applying, for protection in any\npart of the world for any invention, process, development or design to which\nSection 4(a) applies; (ii) execute or procure to be executed all instruments,\nand do or procure to be done all things, which are necessary for vesting such\nprotection in the name of the Company or any nominee of the Company, or\nsubsequently for renewing and maintaining the same in the name of the Company or\nits nominees; and (iii) assist in defending any proceedings relating to, or to\nany application for, such patents or other protection.\n\n          (c)  Executive irrevocably appoints the Company as his attorney in his\nname (with full power of substitution or resubstitution) and on his behalf to\nexecute all documents, and do all things, required in order to give full effect\nto the provisions of this Section 4.  The Company will promptly provide\nExecutive with copies of all documents so executed.\n\n          5.   CONFIDENTIALITY; COVENANT NOT TO COMPETE. The parties acknowledge\nthat the Company and its Affiliates have developed and will continue to develop\nvaluable proprietary information, including, but not limited to, client lists\nand marketing strategies and has devoted significant time, effort and money to\nidentifying and attracting new clients and expanding into new markets.  In\naddition, the parties acknowledge that the Company's and its Affiliates'\nreputations for quality and service has earned the Company and its Affiliates\nvaluable good will and that the Company's and its Affiliates' recruitment and\ntraining of high quality reporting, editorial, sales, marketing and operations\npersonnel is a significant factor in its success.  The parties further\nacknowledge that (i) unauthorized disclosure or use of any of the proprietary\ninformation of the Company or any Affiliate, (ii) any attempt to interfere with\na business relationship between the Company or any Affiliate, on the one hand,\nand any clients thereof, on the other hand, (iii) any attempt to thwart,\ninterrupt or prevent the progress of the marketing strategies of the Company or\nany Affiliate, (iv) any attempt to solicit employees of the Company or any\nAffiliate, or (v) any attempt to malign or impugn the reputation and good will\nof  the Company or any Affiliate would cause irreparable harm to the Company and\nits Affiliates.  For these reasons, the parties agree that:\n\n          (a)  During the Employment Period and for an indefinite period\nthereafter, Executive will not use or disclose any confidential information\nrelating to the business or affairs or products of or services provided by the\nCompany, any Affiliate or any Person having dealings therewith, or permit or\nencourage the use of such confidential information by another, unless such\ninformation, at the time of disclosure, is generally available to the public\n(other than as a result of disclosure by Executive or another Person who is\nunder an obligation not to disclose such information), it being understood that\nExecutive will have the burden of proving that such information was generally\navailable to the public;\n\n          (b)  During the Employment Period and at any time prior to the second \nanniversary of the Termination Date (the 'COVENANT PERIOD'), Executive will not\npromote, participate, engage or have any other interest (whether Executive is\nacting as owner, partner, \n\n                                          2\n\n\nstockholder, employee, broker, agent, principal, trustee, corporate officer,\ndirector, consultant or in any other capacity) in any business which is\ncompetitive with any product or service offered by the Company or any Affiliate\ncurrently or at any time during the Term relating to or involving the law or\naimed primarily at the legal community in any jurisdiction (including, but not\nlimited to, those products and services described in the Company's Offering\nMemorandum relating to its $175,000,000 93\/4% Senior Notes due 2007, dated\nDecember 17, 1997, (the 'OFFERING MEMORANDUM') ); provided, however, that this\nAgreement will not prevent Executive from holding for investment up to 2% of any\nclass of stock or other securities of a publicly held company;\n\n          (c)  During the Employment Period and at any time prior to the\nexpiration of the Covenant Period, Executive will not directly or indirectly\nsolicit, canvass or approach any Person who, to the knowledge of Executive after\ndue inquiry, was provided with products or services by the Company or any\nAffiliate at any time during the two year period before the Termination Date or\nprior to the expiration of the Covenant Period, to offer that Person products or\nservices similar to or derivative of products or services relating to or\ninvolving the law or aimed primarily at the legal community in any jurisdiction,\ncurrently provided or previously provided at any time within the two year period\npreceding the Termination Date or prior to the expiration of the Covenant\nPeriod, in each case, by the Company or any Affiliate (including, but not\nlimited to, those products and services described in the Offering Memorandum) ;\n\n          (d)  During the Employment Period and at any time prior to the\nexpiration of the Covenant Period, Executive will not directly or indirectly\nsolicit, canvass or approach any Person who, to the knowledge of Executive,\nprovided products or services to the Company or any Affiliate at any time during\nthe two years before the Termination Date or prior to the expiration of the\nCovenant Period, to endeavor to cause such Person to cease providing products or\nservices to the Company or any Affiliate;\n\n          (e)  During the Employment Period and at any time prior to the\nexpiration of the Covenant Period, Executive will not directly or indirectly\nemploy, solicit or entice away any Board of Directors member, director, officer\nor employee of the Company or any Affiliate; and \n\n          (f)  During the Employment Period and for an indefinite period\nthereafter, Executive will not use the name of the Company or of any Affiliate\nin the conduct of any business activities or for Executive's personal use\n(except, for Executive's use on his resume) without the prior written consent of\nthe Company, as applicable, except as necessary to perform his employment\nfunctions during the Employment Period.\n\nThe restrictions in this Section 5 are separate and severable and, if any\nrestriction is unenforceable in whole or in part, for any reason, such\nunenforceability shall not affect the enforceability of the remaining\nrestrictions or, in the case of restrictions unenforceable in part, the\nremainder of that restriction.  The parties agree that Executive's compliance\nwith the terms and conditions set forth in this Section 5 is a material\ninducement to the Company's entry and performance of this Agreement, including,\nbut not limited to, the payment by the Company of the Bonus (as defined in\nSection 6(b). \n\n                                          3\n\n\n          6.   COMPENSATION.\n\n          (a)  SALARY.  The Company shall pay to Executive an annual salary of\n(i) $400,000 during the first year of the Employment Period, (ii) $420,000\nduring the second year of the Employment Period, (iii) $440,000 during the third\nyear of the Employment Period, (iv) $460,000 during the  year of the Employment\nPeriod and (v) $480,000 during the fifth year of the Employment Period (each\nsuch annual salary, the 'SALARY').  Such Salary shall be payable during the\napplicable year semi-monthly in 24 installments. \n\n          (b)  BONUS.  In addition to his Salary, (i) the Company will pay\nExecutive a bonus of $400,000 within 30 calendar days after the end of the first\nyear of the Employment Period and (ii) Executive will be entitled to a bonus of\nnot less than 50% and not more than 150% of his Salary (such amount over 50% of\nExecutive's Salary, the 'PERFORMANCE BONUS') in each of the second, third,\nfourth and fifth years of the Employment Period payable within 30 calendar days\nafter the end of each such year (the aggregate amount of each such annual bonus\nreferred to in clauses (i) and (ii) of this Section 6(b), the 'BONUS'). The\namount of the Performance Bonus payable in each year will be (x) determined in\nthe sole discretion of the Board of Directors based on actual annualized\nearnings before interest, taxes, depreciation and amortization relative to\npredetermined target levels and (y) allocated in the sole discretion of the\nBoard of Directors between short-term and long-term bonus pools. \n\n          7.   BENEFITS.\n\n          (a)  BENEFITS.  Executive shall be entitled to participate in such\nthen-available insurance programs, equity-based plans and other benefits as the\nCompany regularly provides to its other senior executive officers; provided,\nhowever, that nothing contained herein shall preclude the Company from amending\nor terminating any particular employment benefit plans.  Notwithstanding the\nforegoing, Executive will not be entitled to participate in any severance pay\nplan of the Company, other than as set forth in Section 9.\n\n          (b)  VACATION.  Executive shall be entitled to five weeks of vacation\ntime each calendar year, to be pro-rated monthly for partial calendar years,\nduring the term of Executive's employment hereunder.\n\n          (c)  EXPENSES.  Subject to compliance with the Company's normal and\ncustomary policies regarding substantiation and verification of business\nexpenses, Executive is authorized to incur on behalf of the Company and the\nCompany shall pay, or reimburse Executive for, all customary and reasonable\nexpenses incurred in connection with the performance of duties hereunder or for\npromoting, pursuing or otherwise furthering the business of the Company, or any\nof its subsidiaries, including, but not limited to, expenses for travel,\nentertainment and similar items.  Executive shall also be entitled to\nreimbursement for, or the Company will pay directly, the reasonable costs\n(including, but not limited to, lease or note payments, insurance and\nmaintenance) of an automobile used by Executive in connection with the business\nof the Company and a parking space reasonably proximate to the Company's\nheadquarters in New York City, subject to compliance by Executive with the\nCompany's normal and customary policies regarding substantiation and\nverification of business expenses. \n\n                                          4\n\n\n          (d)  AMERICAN LAWYER MEDIA HOLDINGS, INC. OPTIONS.  The parties\nunderstand that American Lawyer Media Holdings, Inc. ('HOLDINGS') will adopt a\nstock option plan providing for the grant of options ('OPTIONS') to certain\nemployees of one or more Affiliates of Holdings, including, but not limited to,\nExecutive, to purchase the number of shares of common stock, par value $.01 per\nshare, of Holdings ('COMMON STOCK').  Executive shall have the right to purchase\na number of such shares of capital stock equal to 1% of the issued and\noutstanding Common Stock (based on stockholders equity of Holdings equal to $90\nmillion represented by an aggregate of 100,000 issued and outstanding shares of\nCommon Stock) on the terms set forth in the stock option award agreement (the\n'OPTION STOCK') to be delivered by the Company to Executive (the 'AWARD\nAGREEMENT').  The parties understand and agree that Executive's Option Stock and\nrights to purchase the same will be diluted by incremental equity capital (over\nthe above-referenced $90 million) raised by, or otherwise contributed to,\nHoldings through an offering of capital stock or otherwise but will not be\ndiluted by stock splits or capital restructuring transactions similar to stock\nsplits not involving incremental equity capital.  The parties agree that the\nAward Agreement will contain (i) an exercise price per share of Option Stock of\n$900 (constituting the price per share at which shares of Common Stock were\nissued on December 22, 1997), (ii) a vesting schedule providing for the vesting\nof 25% of the shares of Option Stock on the last day of each year of the\nEmployment Term commencing with the second year of the Employment Term, such\nvesting schedule to be accelerated upon a change of control of Holdings (the\nterm, 'change of control,' to be defined in the Award Agreement to include the\nreduction, in any transaction or series of transactions, of the percentage of\nthe issued and outstanding shares of Common Stock held, directly or indirectly,\nby Wasserstein &amp; Co, Inc. and its affiliates to not less than 20% of the then\nissued and outstanding shares of Common Stock); (iii) reasonable periods of\nexercisability after the vesting of Options granted to Executive and a provision\nto the effect that the exercise price thereof may be paid on a net or 'cashless\nexercise' basis on customary terms and conditions;  (iv) a provision to the\neffect that if Executive's employment hereunder is terminated pursuant to\nSection 9(a) at any time during the Employment Period, the percentage of shares\nof Option Stock that would have vested at the end of the year in which\nExecutive's employment hereunder was so terminated will be immediately vested\nupon such termination; and (v) a provision to the effect that if Executive's\nemployment hereunder is terminated pursuant to Section 9(b), death or\nDisability, at any time during the Employment Period, Executive will be entitled\nto exercise Options then vested within 30 days after such termination pursuant\nto Section 9(b) or within six months after such termination by reason of death\nor Disability, as applicable, and otherwise in accordance with the terms and\nconditions contained in the Award Agreement.  Other than as described in clauses\n(i), (ii) (iii), (iv) and (v) of this Section 7(d), the terms and conditions set\nforth in the Award Agreement will be determined by the Board of Directors (or a\nduly appointed committee thereof).\n\n          (e)  THE NEW YORK TIMES OPTIONS.  The Company will pay to Executive,\nin accordance with SCHEDULE 1 attached hereto, the amounts set forth on the line\non SCHEDULE 1 entitled 'Total Payment Due under Section 7(e)' on the dates set\nforth on the line entitled 'Payment Date under Section 7(e).' The obligations of\nthe Company contained in the immediately preceding sentence will terminate with\nrespect to any remaining payment set forth on SCHEDULE 1 upon the termination of\nExecutive's employment hereunder by the Company pursuant to Section 9(c) or by\nExecutive pursuant to Section 9(b).  The obligations of the Company under this\nSection 7(e) are subject to the accuracy of SCHEDULE 1 attached hereto relative\nto the documents \n\n                                          5\n\n\nreferred to in Section 15(b) and, to the extent of any inaccuracy thereof\n(without reference to materiality), the amounts and payment dates set forth in\nSCHEDULE 1 will be reduced accordingly.\n\n          8.   DEDUCTIONS AND WITHHOLDINGS.  All amounts payable or which become\npayable hereunder shall be subject to any deductions and withholdings required\nby law.\n\n          9.   TERMINATION.\n\n          (a)  TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE WITH\nGOOD REASON.  The Company, solely and exclusively by Action of the Board of\nDirectors (as defined below), may terminate Executive's employment hereunder\nwithout Cause (as defined below) at any time, upon 30 calendar days' written\nnotice to Executive, and Executive may terminate his employment hereunder with\nGood Reason (as defined below) at any time, upon 30 calendar days' written\nnotice to the Company. In the event Executive is terminated by the Company\nwithout Cause or Executive terminates his employment with Good Reason as\naforesaid, the Company shall pay to Executive, subject to Executive's compliance\nwith Section 5,  an amount equal to the total value of (i) Executive's Salary\nthrough the Termination Date, to the extent accrued on the books and records of\nthe Company and unpaid at the Termination Date together with business expenses\nincurred prior to the Termination Date on a basis consistent with Section 7(c),\nbut unreimbursed prior to the Termination Date; (ii) Executive's Salary for one\nyear commencing on the Termination Date, as such Salary was in effect\nimmediately prior to the Termination Date (amounts referred to in clauses (i)\nand (ii) of this Section 9(a), collectively, the 'SALARY SEVERANCE PAYMENT');\nand (iii) the unpaid Bonus (including the portion of the unpaid Bonus prorated\non the basis of the number of days Executive was employed during the year\n(commencing March 9) in which the Termination Date occurred) (the 'BONUS\nSEVERANCE PAYMENT').  The Salary Severance Payment shall be paid to Executive in\naccordance with Section 6(a).  The Bonus Severance Payment shall be paid to\nExecutive within 30 days after the Termination Date, with respect to that\nportion of the Bonus Severance Payment not constituting Performance Bonus  and\npromptly after the determination of the Performance Bonus, in the case of Bonus\nSeverance Payment constituting Performance Bonus. Without limiting the\nobligations of the Company under Section 7(e), the payments to be made in\naccordance with this Section 9(a) shall constitute liquidated damages payable as\na result of the termination of Executive's employment by the Company without\nCause or Executive's termination of his employment for Good Reason.   In\naddition, in the event Executive is terminated by the Company without Cause or\nExecutive terminates his employment hereunder with Good Reason, the Company\nshall pay to Executive all unreimbursed expenses incurred in accordance with\nthis Agreement, which payments shall become due and payable within 30 calendar\ndays of the Termination Date.\n\n          (b)  TERMINATION BY EXECUTIVE WITHOUT GOOD REASON.  Executive may\nterminate his employment hereunder for other than Good Reason, provided that\nExecutive first gives to the Company a written notice of intent to terminate at\nleast 30 calendar days prior to the Termination Date. In the event Executive\nterminates his employment without Good Reason, the Company shall pay to\nExecutive Salary through the Termination Date to the extent accrued on the books\nand records of the Company and unpaid at the Termination Date together with\nbusiness expenses incurred prior to the Termination Date on a basis consistent\nwith Section 7(c), but unreimbursed prior to the Termination Date and the Bonus\nSeverance Payment.  All other rights \n\n                                          6\n\n\nof Executive under this Agreement, except to the extent contemplated to survive\nunder Section 7(d), shall terminate on the Termination Date.\n\n          (c)  TERMINATION BY THE COMPANY FOR CAUSE.  The Company, solely and\nexclusively by Action of the Board of Directors shall have the right to\nterminate Executive's employment hereunder for Cause upon written notice to\nExecutive.  In the event Executive's employment is terminated by Action of the\nBoard of Directors for Cause, Executive shall be entitled to receive his unpaid\nSalary and unreimbursed business expenses through the Termination Date to the\nextent then accrued on the books and records of the Company and, if such\ntermination occurs by reason of death or Disability, the Bonus Severance\nPayment.  All other rights of Executive under this Agreement, except to the\nextent contemplated to survive under Section 7(d), shall terminate on the\nTermination Date.\n\n          (d)  Notwithstanding any provision of this Agreement to the contrary,\nif any amount or benefit to be paid or provided under this Agreement would be an\n'excess parachute payment,' within the meaning of Section 280G of the Internal\nRevenue Code of 1986, as amended (the 'CODE'), or any successor provision\nthereto, but for the application of this sentence, then the payments and\nbenefits to be paid or provided under this Agreement will be reduced to the\nminimum extent necessary (but in no event to less than zero) so that no portion\nof any such payment or benefit, as so reduced, constitutes an 'excess parachute\npayment'; provided, however, that the foregoing reduction will be made only if\nand to the extent that such reduction would result in an increase in the\naggregate payment and benefits to be provided, determined on an after-tax basis\n(taking into account the excise tax imposed pursuant to Section 4999 of the\nCode, or any successor provision thereto, any tax imposed by any comparable\nprovision of state law, and any applicable federal, state and local income\ntaxes). The determination of whether any reduction in such payments or benefits\nto be provided under this Agreement or otherwise is required pursuant to the\npreceding sentence will be made at the expense of the Company, and if requested\nby Executive or the Company, by the Company's independent accountants. The fact\nthat Executive's right to payments or benefits may be reduced by reason of the\nlimitations contained herein will not of itself limit or otherwise affect any\nother rights of Executive other than pursuant to this Agreement.\n\n          10.  DEFINITIONS.  For purposes of this Agreement, the following\ndefinitions shall be applicable to the terms set forth below:\n\n          'ACTION OF THE BOARD OF DIRECTORS' means a motion, resolution or\naction approved by the affirmative vote of a majority of the members of the\nBoard of Directors at a duly called meeting thereof.\n\n          'AFFILIATE' means American Lawyer Media Holdings, Inc. ('Holdings')\nand any other Person directly or indirectly controlled by Holdings or the\nCompany as of the date of this Agreement or at any time during the Term;\n'CONTROL', when used with respect to any Person means the possession, directly\nor indirectly of the power to direct or cause the direction of the management\nand the policies of any such Person, whether through the ownership of voting\nsecurities, by contract or otherwise; and the terms 'CONTROLLED' and\n'CONTROLLING' have the meanings correlative to the foregoing.\n\n                                          7\n\n\n          'BOARD OF DIRECTORS' means the Board of Directors of the Company.\n\n          'CAUSE' means (i) Executive's Disability; (ii) the willful and\ncontinued failure by Executive substantially to perform his duties hereunder\n(other than such failure resulting from Executive's incapacity due to physical\nor mental illness); (iii) the indictment or conviction of Executive of any\nfelony, (iv) fraud, embezzlement or misappropriation by Executive relating to\nthe Company or any of its Affiliates or their respective funds, properties,\nopportunities or other assets, (v) the commission of a crime by Executive\ninvolving moral turpitude, (vi) Executive acting in a manner or making any\nstatements, in either case, intentionally which the Company reasonably\ndetermines to be detrimental or damaging to the reputation, operations,\nprospects or business relations of the Company or any of its Affiliates, (vii) a\nbreach by Executive of any of the terms of Section 5 of this Agreement, or\n(viii) the violation by Executive of any written Company policy and, in the case\nof this clause (viii), Executive shall not have cured any such violation\n(capable of being cured) within 30 days after written notice thereof has been\ngiven to Executive by the Company.\n\n          'DISABILITY' means the death of Executive or a physical or mental\nincapacity as a result of which Executive becomes unable to continue the proper\nperformance of his duties hereunder for 120 or more business days in any 12\nmonth period or upon the determination by a medical doctor reasonably acceptable\nto the Company's Board of Directors that Executive will be unable to return to\nwork and perform his duties on a full-time basis within 120 business days\nfollowing the date of such determination on account of mental or physical\nincapacity. In the event Executive's employment is terminated for Cause because\nof Executive's Disability, Executive or, in the event of Executive's death, the\nPerson Executive has designated in writing,  shall be entitled to receive any\ndisability payments provided by the Company's insurance plans.\n\n          'GOOD REASON' means the failure of the Company to comply with any\nmaterial provision of this Agreement (including, but not limited to Section 2),\nand the Company has not cured such failure within 30 calendar days after written\nnotice of such noncompliance has been given by Executive to the Company, or if\nsuch failure is not capable of being cured in such time, a cure shall not have\nbeen diligently initiated by the Company within such 30 calendar day period and\nthe Company shall not have cured such failure within 60 calendar days\nthereafter.\n\n          'PERSON' means any individual, corporation, partnership, trust,\nassociation or other entity or organization, including, but not limited to, a\ngovernment or political subdivision or any agency or instrumentality thereof. \n\n          11.  NOTICES.  Any notice, request, demand or other communication\nrequired or permitted hereunder shall be deemed to be properly given when\npersonally delivered in writing to the person being served or the designated\nofficer of the corporate party being served; deposited in the United States\nmail, first class, registered or certified with return receipt requested,\npostage prepaid and addressed as specified below to the person otherwise\ndesignated, on the date of receipt, refusal or non-delivery indicated on the\nreturn receipt; communicated to a public telegraph company for transmittal; or\nsent by telecopier; and addressed to the Company or Executive at the following\naddresses:\n\n                                          8\n\n\n          To the Company:     American Lawyer Media, Inc.\n                              c\/o Wasserstein, Perella &amp; Co., Inc.\n                              31 West 52nd Street\n                              New York, New York  10019\n                              Attention:     Anup Bagaria, Vice President\n                              Telecopier:    (212) 969-7879\n                              Phone:    (212) 969-2609\n\n          Copy to:            Jones, Day, Reavis &amp; Pogue\n                              599 Lexington Avenue\n                              New York, New York  10022\n                              Attention:     Robert A. Profusek\n                              Telecopier:    (212) 755-7306\n                              Phone:    (212) 326-3800\n\n          To Executive:       William L. Pollak\n                              20 Garden Ridge\n                              Chappaqua, New York  10514\n                              Phone:   914-238-4179\n\n          Copy to:            George Sheanshang, Esq.\n                              130 West 57th Street, #5B\n                              New York, New York  10019\n\nEach party may change its address by written notice in accordance with this\nSection 11.\n\n          12.  BENEFIT OF AGREEMENT.  This Agreement shall inure to the benefit\nof the parties and any Affiliates and shall be binding upon the parties and\ntheir respective executors, administrators, successors and assigns; provided,\nhowever, that Executive may not assign any of his rights or duties hereunder\nexcept upon the prior written consent of the Company which consent may be\nwithheld by the Company in its sole discretion.\n\n          13.  APPLICABLE LAW; VENUE; JURISDICTION.  This Agreement is made and\nis to be governed by and construed under the internal laws of New York without\nregard to principles of conflict of laws.  Any suit, action or proceeding\nseeking to enforce any provision of, or based on any matter arising out of or in\nconnection with, this Agreement or the transactions contemplated hereby may be\nbrought in any court of competent jurisdiction in the Borough of Manhattan or\nthe United States District Court for the Southern District of New York and each\nof the parties hereby consents to the jurisdiction of such courts (and of the\nappropriate appellate courts therefrom) in any such suit, action or proceeding\nand irrevocably waives, to the fullest extent permitted by law, any objection\nwhich it may now or hereafter have to the laying of the venue of any such suit,\naction or proceeding in any such court or that any such suit, action or\nproceeding which is brought in any such court has been brought in an\ninconvenient forum.  Process in any such suit, action or proceeding may be\nserved on any party anywhere in the world, whether within or without the\njurisdiction of any such court.  Without limiting the foregoing, each party\nagrees that \n\n                                          9\n\n\nservice of process on such party as provided in Section 13 will be deemed\neffective service of process on such party.\n\n          14.  WAIVER OF BREACH.  A waiver by either party of any breach of the\nprovisions of this Agreement by the other party, or, in any particular instance\nor series of instances, of any term or condition of this Agreement, shall not\nconstitute or be deemed a waiver of such breach or of any such term or condition\nin any other instance nor shall any waiver constitute a continuing waiver\nhereunder. No waiver shall be binding unless executed in writing by the party\nmaking the waiver.\n\n          15.  WARRANTIES; COVENANTS.  (a)  As an inducement to the Company to\nenter into this Agreement, Executive represents and warrants as follows: (i) he\nis not a party to any other agreement or obligation for personal services; (ii)\nthere exist no impediments or restraints, contractual or otherwise on\nExecutive's power, right or ability to enter into this Agreement and to perform\nhis duties and obligations hereunder; and (iii) the performance of his\nobligations under this Agreement do not and will not violate or conflict with\nany agreement relating to confidentiality, non-competition or exclusive\nemployment to which Executive is or was subject.  As an inducement to Executive\nto enter into this Agreement, the Company represents and warrants as follows: \n(i) there exist no impediments or restraints, contractual or otherwise on the\nCompany's power, right or ability to enter into this Agreement and to perform\nits duties and obligations hereunder and (ii)  it has delivered to Executive  a\ntrue and complete copy of the Offering Memorandum.\n\n          (b)  Executive will use reasonable efforts to provide the Company with\nan accurate and complete copy of the document(s) containing the vesting schedule\nand other material terms of the options to purchase shares of capital stock of\nthe New York Times Company which have been granted to Executive.\n\n          16.  AMENDMENT; TERMINATION.  The provisions of this Agreement may be\namended, modified, supplemented, or otherwise altered only by an agreement, in\nwriting, executed by the Company and Executive. Except as provided in Section 9\nhereof, this Agreement may not be terminated other than by an agreement in\nwriting, executed by the Company and Executive.\n\n          17.  ATTORNEYS' FEES.  If any legal action or other proceeding is\nbrought for the enforcement of this Agreement, or because of an alleged dispute,\nbreach, default or misrepresentation in connection with any of the provisions of\nthis Agreement, the successful or prevailing party shall be entitled to recover\nreasonable attorneys' fees and other costs incurred in that action or\nproceeding, in addition to any other relief that may be granted.\n\n          18.  CAPTIONS AND SECTION HEADINGS.  Captions and Section headings\nused herein are for convenience only and are not a part of this Agreement and\nshall not be used in construing it. References to Sections are to Sections in\nthis Agreement.\n\n          19.  SEVERABILITY.  The provisions of this Agreement are severable. If\nany provision of this Agreement shall be held to be invalid or otherwise\nunenforceable, in whole or in part, the \n\n                                          10\n\n\nremaining provisions or enforceable parts thereof shall not be affected thereby\nand shall be enforced to the fullest extent permitted by law.  In addition,\nshould any provision or any portion thereof ever be adjudicated by a court of\ncompetent jurisdiction to exceed the time or other limitation permitted by\napplicable law as determined by such court in such action, then such provisions\nshall be decreased, performed to the maximum time or other limitations\nprescribed by applicable law, the parties acknowledging their desire that in\nsuch event such action be taken.\n\n          20.  ENTIRE AGREEMENT.  This Agreement contains the entire agreement\nof the Company and Executive, and supersedes any and all other agreements,\neither oral or in writing, between the Company, its predecessors or\nsubsidiaries, and Executive with respect to the employment of Executive by the\nCompany. Each party to this Agreement acknowledges that no representations,\ninducements, promises or agreements, oral or otherwise, have been made by any\nparty, or anyone acting on behalf of any party, which are not embodied herein,\nand that no other agreement, statement or promise with respect to the subject\nmatter hereof not contained in this Agreement shall be valid or binding.\n\n          21.  INJUNCTIVE RELIEF.  Executive and the Company (a) intend that the\nprovisions of Section 5 be and become valid and enforceable, (b) acknowledge and\nagree that the provisions of Section 5 are reasonably necessary to protect the\nlegitimate interests of the Company, its Affiliates and their businesses and (c)\nthat any violation of Section 5 will result in irreparable injury to the Company\nand its Affiliates, the exact amount of which will be difficult to ascertain and\nthe remedies at law for which will not be reasonable or adequate compensation to\nthe Company and its Affiliates for such a violation.  Accordingly, Executive\nagrees that if he violates any of the provisions of Section 5 in addition to any\nother remedy available at law or in equity, the Company shall be entitled to\nspecific performance or injunctive relief without posting a bond, or other\nsecurity, and without the necessity of proving actual damages.\n\n          22.  WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HEREBY IRREVOCABLY\nWAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OR\nRELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.\n\n          23.  REPRESENTATION BY COUNSEL; MUTUAL NEGOTIATION.  Each party has\nhad the opportunity to be represented by counsel of its choice in negotiating\nthis Agreement.  This Agreement shall therefore be deemed to have been\nnegotiated and prepared at the joint request and direction of the parties, at\narm's length, with the advice and participation of counsel, and shall be\ninterpreted in accordance with its terms and without favor to any party.\n\n          24.  COUNTERPARTS.  This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed an original, all of which together\nshall constitute one and the same instrument.\n\n                                          11\n\n\n          The parties have executed this Agreement as of the date first written\nabove.\n\n\n\nEXECUTIVE                               AMERICAN LAWYER MEDIA, INC.\n\n\n\nBy: \/s\/ William Pollak                  By: \/s\/ Anup Bagaria\n    -------------------------               -------------------------\n     William Pollak                          Name:     Anup Bagaria\n                                             Title:    Vice President\n\n\n                                          12\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6674],"corporate_contracts_industries":[9467],"corporate_contracts_types":[9539,9544],"class_list":["post-38916","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-american-lawyer-media-inc","corporate_contracts_industries-media__newspapers","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38916","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38916"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38916"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38916"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38916"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}