{"id":39384,"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-navigant-international-inc-and-c-thomas2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-navigant-international-inc-and-c-thomas2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-navigant-international-inc-and-c-thomas2.html","title":{"rendered":"Employment Agreement &#8211; Navigant International Inc. and C. Thomas Nulty"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n     THIS EMPLOYMENT AGREEMENT, dated as of this 17 day of May, 1999, is by\nand between Navigant International, Inc., a Delaware corporation (the\n'Company'), and C. Thomas Nulty ('Employee').\n\n                                   RECITALS\n\n     On June 24, 1997, the Employee entered into an Employment Agreement with \nAssociated Travel International, Inc. (the 'Associated Employment Agreement').\n\n     Effective June 9, 1998, the Associated Employment Agreement was assigned \nto Associated Travel Services, LLC, a wholly owned subsidiary of the Company.\n\n     The Company desires to employ Employee and to have the benefit of his \nskills and services, and Employee desires to accept employment with the Company,\non the terms and conditions set forth herein.\n\n     The Employee and Associated Travel Services, LLC, desire to terminate the\nAssociated Employment Agreement.\n\n     NOW, THEREFORE, in consideration of the mutual promises, terms, covenants\nand conditions set forth herein, and the performance of each, the parties\nhereto, intending legally to be bound, hereby agree as follows:\n\n                                 AGREEMENTS\n\n     1.  Employment; Term.  The Company hereby employs Employee to perform the\nduties described herein, and Employee hereby accepts employment with the\nCompany, for a term beginning on the date hereof and continuing for a period of\ntwo (2) years.  The term of this Agreement shall be extended automatically for\nadditional, successive one-year terms, unless the Company notifies Employee not\nless than 90 days prior to the end to the initial or renewal term, as the case\nmay be, that it does not intend to extend the term.  In the event the Company\ngives notice of non-renewal of the term of this Agreement under the preceding\nsentence, the Company will, upon termination of Employee's employment following\nthe end of the Term, continue Employee's base salary and provide for the\ncontinuation of the Employee's health, dental and other medical benefits or\ninsurance for a period of six months following termination of Employee's\nemployment.  The initial two-year period, together with any renewal periods,\nshall be referred to in this Agreement as the 'Term.'  This Agreement may be\nterminated prior to the end of the Term in the manner provided for in Section 6\nbelow.\n\n     2.  Position and Duties.  The Company hereby employs Employee as President\/\nChief Operating Officer.  As such, Employee shall have responsibilities, duties\nand authority reasonably accorded to and expected of a President and Chief\nOperating Officer of the Company or as otherwise specified by the Chief\nExecutive Officer or Board of Directors of the Company (the 'Board').  Employee\nwill report directly to the Chief Executive Officer of the Company, the Board,\nor as otherwise directed by the Board.  Employee hereby accepts this employment\nupon the terms and conditions herein contained and agrees to devote all of his\nprofessional time,\n\n\n\n\n \nattention, and efforts to promote and further the business of the Company.\nEmployee shall faithfully adhere to, execute, and fulfill all policies\nestablished by the Company.\n\n     3.   Compensation.  For all services rendered by Employee, the Company \nshall compensate Employee as follows:\n\n          (a)  Base Salary.  Effective on the date hereof, the base salary\npayable to Employee shall be $260,000.00 per year, payable on a regular basis in\naccordance with the Company's standard payroll procedures, but not less than\nmonthly.  On at least an annual basis, the Board will review Employee's\nperformance and may make increases to such base salary if, in its sole\ndiscretion, any such increase is warranted.\n\n          (b)  Bonus.  Employee shall be eligible to receive such bonus as the \nCompany's Board of Directors determines is appropriate based on the Employee's\nperformance of his duties and the financial performance by the Company.\n\n          (c)  Perquisites, Benefits, and Other Compensation.  During the Term,\nEmployee shall be entitled to receive all perquisites and benefits as are\ncustomarily provided by the Company to its employees, subject to such changes,\nadditions or deletions as the Company may make generally from time to time, as\nwell as such other perquisites or benefits as may be specified from time to time\nby the Board.  Without limiting the foregoing, during the Term the Employee\nshall be entitled to the following:\n\n               (i)   Split Dollar Insurance.  The Company shall pay the annual\n               premium, up to the sum of $10,000, on the Employee's current\n               Split Dollar Insurance policy;\n               (ii)  Accommodations in the Denver Metropolitan Area.  The \n               Company shall pay the reasonable cost of appropriate and suitable\n               accommodations for the use of the Employee in the Denver\n               Metropolitan Area;\n               (iii) Automobile.  The Company shall pay the reasonable costs of \n               a suitable automobile for the use of the Employee in the Denver\n               Metropolitan Area. Such costs shall include all insurance, taxes,\n               maintenance, operation and parking costs;\n               (iv)  Commuting Expenses.  The Company shall pay the Employee's\n               reasonable costs of commuting between the Employee's home in\n               Orange County, California, and the Company's corporate offices in\n               Englewood, Colorado.  Airfare costs shall be paid according to\n               the lowest available airfares, and the Company shall provide\n               upgrade certificates to the Employee to enable Employee to fly\n               first class whenever possible.  The Company and the Employee\n               agree to work together and plan Employee's commuting travel\n               hereunder in such a way so as to minimize the Company's costs\n               hereunder;\n               (v)   Legal Fee Reimbursement.  The Company agrees to reimburse \n               the Employee for reasonable legal fees incurred by the Employee\n               in connection with the initial review and negotiation of this\n               Agreement. The Company shall be obligated to make such\n               reimbursement only once during the Term, and the reimbursement\n               shall not exceed $1,000.00;\n\n                                       2\n\n \n               (vi)   Stock Options.  The Company shall cause options for the\n               purchase of the Company's Common Stock to be issued to the\n               Employee under the Company's 1998 Stock Incentive Plan (the\n               'Plan') as follows:\n\n \n                      Options                       Exercise Price\n                      -------                       --------------\n                      75,000                        $ 6.813\n                      50,000                        $  9.00\n                      40,749                        $ 12.00\n\n               For the purposes hereof, 'Current Market Price' shall mean the\n               closing price of the Company's Common Stock on the last market\n               day immediately prior to the day on which the Company's\n               Compensation Committee meets to issue the options.  All options\n               shall be 20% vested at issuance, and shall vest at a further 20%\n               on each anniversary of the date on which the options were issued.\n               In addition, all unvested options shall become fully vested and\n               exercisable upon a Change of Control,' as defined in Section\n               6(e), and upon a termination of Employee's employment by the\n               Company without cause, as defined in Section 6(c) below.  In all\n               other respects, the options shall be governed by the terms and\n               conditions of the Plan; and\n               (vii)  Other Benefits.  The Company shall also provide Employee\n               with such other benefits and perquisites as the Company provides\n               to its senior executive officers, including health, dental and\n               medical coverage or insurance.\n\n          (d)  Eligibility for, and Vesting of, Benefits.  For all purposes of\ndetermining eligibility and vesting of benefits under any benefit program of the\nCompany applicable to Employee, to the extent allowed by such program, Employee\nshall be treated as having credited service with the Company for the period of\ntime that Employee of Associated Travel, and any pre-existing condition shall be\nwaived under the Company's health, dental and other medical coverage or\ninsurance benefits.\n\n     4.   Expense Reimbursement.  The Company shall reimburse Employee for (or,\nat the Company's option, pay) all business travel and other out-of-pocket\nexpenses reasonably incurred by Employee in the performance of his services\nhereunder during the Term.  All reimbursable expenses shall be appropriately\ndocumented in reasonable detail by Employee upon submission of any request for\nreimbursement, and in a format and manner consistent with the Company's expense\nreporting policy, as well as applicable federal and state tax record keeping\nrequirements.\n\n     5.   Place of Performance.  The initial place of performance shall be\nEnglewood, Colorado.  Employee understands that he may be requested by the\nCompany to relocate from his present residence to another geographic location in\norder to more efficiently carry out his duties and responsibilities under this\nAgreement or as part of a promotion or a change in duties and responsibilities.\nIn such event, if Employee agrees to relocate, the Company will provide Employee\nwith a relocation allowance, in an amount determined by the Company, to assist\nEmployee in covering the costs of moving himself, his immediate family, and\ntheir personal \n\n\n                                       3\n\n \nproperty and effects. The total amount and types of costs to be covered shall be\ndetermined by the Company, in light of prevailing Company policy at the time. In\nthe alternative, the Employee may elect not to relocate in which event the\nCompany shall provide Employee the benefits referred to in Section 3(c)(ii),\n(iii), and (iv) above as to the new location requested by the Company.\n\n     6.   Termination; Rights on Termination.  Employee's employment may be\nterminated in any one of the following ways, prior to the expiration of the\nTerm:\n\n          (a)  Death.  The death of Employee shall immediately terminate the\nTerm, and no severance compensation shall be owed to Employee's estate.\n\n          (b)  Disability.  If, as a result of incapacity due to physical or\nmental illness or injury, Employee shall have been unable to perform the\nmaterial duties of his position on a full-time basis for a period of four (4)\nconsecutive months, or for a total of four (4) months in any six (6) month\nperiod, then thirty (30) days after written notice to the Employee (which notice\nmay be given before or after the end of the aforementioned periods, but which\nshall not be effective earlier than the last day of the applicable period), the\nCompany may terminate Employee's employment hereunder if Employee is unable to\nresume his full-time duties at the conclusion of such notice period. Subject to\nSection 6(g) below, if Employee's employment is terminated as a result of\nEmployee's disability, the Company shall continue to pay Employee his base\nsalary at the then-current rate for the lesser of (i) six  (6) months from the\neffective date of termination, or (ii) whatever time period is remaining under\nthe then-current period of the Term.  Such payments shall be made in accordance\nwith the Company's regular payroll cycle.\n\n          (c)  Termination by the Company 'For Cause.'  The Company may \nterminate the Term promptly after written notice to Employee 'for cause,' which\nshall be: (i) Employee's material breach of this Agreement, which breach is not\ncured within fifteen (15) days of receipt by Employee of written notice from the\nCompany specifying the breach; (ii) Employee's gross negligence in the\nperformance of his duties hereunder, intentional nonperformance or\nmisperformance of such duties, or refusal to abide by or comply with the\ndirectives of the Board, his superior officers, or the Company's policies and\nprocedures, which actions continue for a period of at least ten (10) days after\nreceipt by Employee of written notice of the need to cure or cease; (iii)\nEmployee's willful dishonesty, fraud, or misconduct with respect to the business\nor affairs of the Company or its subsidiaries, and that, in the judgment of the\nBoard and the Chief Executive Officer, materially and adversely affects the\noperations or reputation of the Company or its subsidiaries; (iv) Employee's\nconviction of a felony (other than a felony under the motor vehicle laws) or\nother crime involving moral turpitude; or (v) Employee's abuse of alcohol or\ndrugs (legal or illegal) that, in the Company's judgment, materially impairs\nEmployee's ability to perform his duties hereunder. In the event of termination\n'for cause,' as enumerated above, Employee shall have no right to any severance\ncompensation.\n\n          (d)  Without Cause.  At any time after the commencement of employment,\nthe Company may, without cause, terminate the Term and Employee's employment,\neffective thirty (30) days after written notice is provided to the Employee.\nShould Employee be terminated by the Company without cause, Employee shall\nreceive from the Company the base salary at the rate then in effect for twenty-\nfour (24) months from the date of termination and the Company\n\n\n                                       4\n\n \nwill, during such twenty-four months provide for the continuation of the\nEmployee's health, dental and other medical benefits, or substantially similar\nbenefits if the identical benefits are not available. (The Company shall have\nmet its obligation to continue such benefits if it makes the requisite premium\npayments under COBRA, or if it makes the premium payments for substantially\nsimilar insurance purchased by the Employee.) Such payments shall be made in\naccordance with the Company's regular payroll cycle. Except as provided in\nSection 6(e) below If Employee resigns or otherwise terminates his employment\nfor any reason or for no reason, Employee shall receive no severance\ncompensation.\n\n          (e)  Change of Control.  At any time within sixty days following a \nChange of Control of the Company, the Employee may terminate his employment,\neffective thirty (30) days after written notice is provided to the Company.\nShould Employee terminated his employment under this provision, Employee shall\nreceive from the Company the base salary at the rate then in effect for twenty-\nfour (24) months from the date of termination and the Company will, during such\ntwenty-four months provide for the continuation of the Employee's health, dental\nand other medical benefits, or substantially similar benefits if the identical\nbenefits are not available. (The Company shall have met its obligation to\ncontinue such benefits if it makes the requisite premium payments under COBRA,\nor if it makes the premium payments for substantially similar insurance\npurchased by the Employee.) Such payments shall be made in accordance with the\nCompany's regular payroll cycle. For the purposes of this Agreement, a 'Change\nof Control' shall mean:\n\n               (i)    the acquisition of one hundred percent (100%) of the\n               Company's Common Stock by a single person, or an affiliated\n               group;\n               (ii)   the acquisition by a single person or affiliated group of\n               sufficient shares of the Company's stock, either common or\n               preferred, so that such person or group has sufficient voting\n               control to elect all members of the Board, whether at once or in\n               sequence according to the Company's charter documents;\n               (iii)  the merger, consolidation, or other business combination\n               whereby the assets and business of the Company is transferred to\n               another person not substantially controlled by the those persons\n               who controlled the Company immediately prior to the transaction;\n               or\n               (iv)   any event whereby Edward S. Adams ceases to be the Chief\n               Executive Officer and the Chairman of the Board of the Company\n\n          (f)  Payment Through Termination.  Upon termination of Employee's\nemployment for any reason provided above, Employee shall be entitled to receive\nall compensation earned and all benefits and reimbursements (including payments\nfor accrued vacation and sick leave, in each case in accordance with applicable\npolicies of the Company, and any bonus declared but not yet paid) due through\nthe effective date of termination.  Additional compensation and benefits\nsubsequent to termination, if any, will be due and payable to Employee only to\nthe extent and in the manner expressly provided in Section 1 or above in this\nSection 6.  All other rights and obligations of its subsidiaries, the Company,\nand Employee under this Agreement shall cease as of the effective date of\ntermination, except that the obligations under Sections 1, 7, 8, 9 and 10 shall\nsurvive such termination in accordance with their terms \n\n\n                                       5\n\n \nunless the termination of Employee's employment is pursuant to or Section 6(e)\nin which case Section 7(a) shall not be applicable.\n\n          (g)  No Right to Offset.  In the event of any termination of \nEmployee's employment under this Agreement, the Employee shall have no\nobligation to seek other employment and, in the event that Employee secures\nemployment or any consulting or similar arrangement during the period that any\npayment is continuing pursuant to the provisions of this Section 6, the Company\nshall not have the right to reduce the amounts to be paid hereunder by the\namount of Employee's earnings from such other employment.\n\n     7.   Restriction on Competition.\n\n     (a)  Unless the termination of Employee's employment is pursuant Section\n     6(e), during the Term, and thereafter if Employee continues to be employed\n     by the Company and\/or other entity owned by or affiliated with the Company\n     or its subsidiaries on an 'at will' basis, then for the duration of such\n     period, and thereafter for a period equal to the period during which\n     Employee is receiving severance pay from the Company under Section 6, or\n     for the period of two (2) years if this Agreement is terminated by the\n     Employee for any reason, or if this Agreement is terminated by the Company\n     'for cause', (except if Employee's voluntary termination is after the\n     Company has given notice of non-renewal of the automatic one year extension\n     of the term of this Agreement under Section 1 in which case for a period of\n     six months [the period of the severance pay from the Company]), Employee\n     shall not, directly or indirectly, for himself or on behalf of or in\n     conjunction with any other person, company, partnership, corporation,\n     business, group, or other entity (each, a 'Person'):\n\n          (i)   engage, as an officer, director, shareholder, owner, partner,\njoint venturer, or in a managerial capacity, whether as an employee, independent\ncontractor, consultant, advisor, or sales representative, in any business\nselling any products or services in direct competition with the Company's or its\nsubsidiaries' travel agency business, including the development, manufacture,\nmarketing and transfer, whether by sale or license, of software for travel\nbusinesses (collectively, the 'Travel Business'), within 100 miles of any\nlocation where the Company or its subsidiaries conducts the Travel Business (the\n'Territory');\n\n          (ii)  call upon any Person who is, at that time, within the Territory\nan employee of the Travel Business for the purpose or with the intent of\nenticing such employee away from or out of the employ of the Travel Business;\n\n          (iii) call upon any Person who is or that is, at that time, or has\nbeen, within one year prior to that time, a customer of the Travel Business\nwithin the Territory for the purpose of soliciting or selling products or\nservices in direct competition with the Travel Business within the Territory; or\n\n          (iv)  on Employee's own behalf or on behalf of any competitor, call\nupon any Person who or that, during Employee's employment by the Company or its\nsubsidiaries was either called upon by the Company or its subsidiaries as a\nprospective acquisition candidate \n\n                                       6\n\n \nfor the Travel Business or was the subject of an acquisition analysis conducted\nby the Company or its subsidiaries for the Travel Business.\n\n          (b)  Notwithstanding anything contained in this Section 7 to the\ncontrary, the foregoing covenants shall not be deemed to prohibit Employee from\n(i) acquiring as an investment not more than one (1%) percent of the capital\nstock of a competing business, whose stock is traded on a national securities\nexchange or through the automated quotation system of a registered securities\nassociation, or (ii) being employed by or consulting with in any capacity any\nairline, cruise line, hotel, automobile rental, restaurant or resort company or\nenterprise.\n\n          (c)  It is further agreed that, in the event that Employee shall cease\nto be employed by the Company or its subsidiaries and enters into a business or\npursues other activities that, at such time, are not in competition with the\nTravel Business, Employee shall not be chargeable with a violation of this\nSection 7 if the Company or its subsidiaries subsequently enters the same (or a\nsimilar) competitive business or activity or commences competitive operations\nwithin 100 miles of the Employee's new business or activities.  In addition, if\nEmployee has no actual knowledge that his actions violate the terms of this\nSection 7, Employee shall not be deemed to have breached the restrictive\ncovenants contained herein if, promptly after being notified by the Company or\nits subsidiaries of such breach, Employee ceases the prohibited actions.\n\n          (d)  The covenants in this Section 7 are severable and separate, and\nthe unenforceability of any specific covenant shall not affect the provisions of\nany other covenant.  If any provision of this Section 7 relating to the time\nperiod or geographic area of the restrictive covenants shall be declared by a\ncourt of competent jurisdiction to exceed the maximum time period or geographic\narea, as applicable, that such court deems reasonable and enforceable, said time\nperiod or geographic area shall be deemed to be, and thereafter shall become,\nthe maximum time period or largest geographic area that such court deems\nreasonable and enforceable and this Agreement shall automatically be considered\nto have been amended and revised to reflect such determination.  If the time\nperiod specified by this Section 7 shall be reduced by law or court decision,\nthen, notwithstanding the provisions of Section 6 above, Employee shall be\nentitled to receive from the Company his base salary at the rate then in effect\nsolely for the longer of (i) the time period during which the provisions of this\nSection 7 shall be enforceable under the provisions of such applicable law, or\n(ii) the time period during which Employee is not engaging in any competitive\nactivity, but in no event longer than the applicable period provided in Section\n6 above.\n\n          (e)  All of the covenants in this Section 7 shall be construed as an\nagreement independent of any other provision in this Agreement, and the\nexistence of any claim or cause of action of Employee against the Company or its\nsubsidiaries, whether predicated on this Agreement or otherwise, shall not\nconstitute a defense to the enforcement by its subsidiaries or the Company of\nsuch covenants; provided, however, that upon the failure of the Company to make\nany payments required under this Agreement, the Employee may, upon thirty (30)\ndays' prior written notice to the Company, waive his right to receive any\nadditional compensation pursuant to this Agreement and engage in any activity\nprohibited by the covenants of this Section 7.  It is specifically agreed that\nthe period of two (2) years stated at the beginning of this Section 7, during\nwhich the agreements and covenants of Employee made in this Section 7 shall \n\n\n                                       7\n\n \nbe effective, shall be computed by excluding from such computation any time\nduring which Employee is in violation of any provision of this Section 7.\n\n          (f)  Employee has carefully read and considered the provisions of this\nSection 7 and, having done so, agrees that the restrictive covenants in this\nSection 7 impose a fair and reasonable restraint on Employee and are reasonably\nrequired to protect the interests of the Company and its subsidiaries, and their\nrespective officers, directors, employees and stockholders.  It is further\nagreed that the Company and Employee intend that such covenants be construed and\nenforced in accordance with the changing activities, business and locations of\nthe Company and its subsidiaries throughout the term of these covenants.\n\n     8.   Confidential Information.  Employee hereby agrees to hold in strict\nconfidence and not to disclose to any third-party any of the valuable,\nconfidential and proprietary business, financial, technical, economic, sales\nand\/or other types of proprietary business information relating to the Company\nand\/or its subsidiaries (including all trade secrets) in whatever form, whether\noral, written, or electronic (collectively, the 'Confidential Information'), to\nwhich Employee has, or is given (or has had or been given), access as a result\nof his employment by the Company.  It is agreed that the Confidential\nInformation is confidential and proprietary to the Company and\/or its\nsubsidiaries because such Confidential Information encompasses technical know-\nhow, trade secrets, or technical, financial, organizational, sales, or other\nvaluable aspects of the Company's and its subsidiaries' business and trade,\nincluding, without limitation, technologies, products, processes, plans,\nclients, personnel, operations, and business activities.  This restriction shall\nnot apply to any Confidential Information that (a) becomes known generally to\nthe public through no fault of the Employee; (b) is required by applicable law,\nlegal process, or any order or mandate of a court or other governmental\nauthority to be disclosed; or (c) is reasonably believed by Employee, based upon\nthe advice of legal counsel, to be required to be disclosed in defense of a\nlawsuit or other legal or administrative action brought against Employee;      \nprovided, that in the case of clauses (b) or (c), Employee shall give the\nCompany reasonable advance written notice of the Confidential Information\nintended to be disclosed and the reasons and circumstances surrounding such\ndisclosure, in order to permit the Company to seek a protective order or other\nappropriate request for confidential treatment of the applicable Confidential\nInformation.\n\n     9.   Inventions.  Employee shall disclose promptly to the Company and its\nsubsidiaries any and all significant conceptions and ideas for inventions,\nimprovements, and valuable discoveries, whether patentable or not, that are\nconceived or made by Employee, solely or jointly with another, during the period\nof employment or within one year thereafter, and that are directly related to\nthe business or activities of the Company or its subsidiaries and that Employee\nconceives as a result of his employment by the Company, regardless of whether or\nnot such ideas, inventions, or improvements qualify as 'works for hire.'\nEmployee hereby assigns and agrees to assign all his interests therein to the\nCompany or its nominee.  Whenever requested to do so by the Company, Employee\nshall execute any and all applications, assignments, or other instruments that\nthe Company shall deem necessary to apply for and obtain Letters Patent of the\nUnited States or any foreign country or to otherwise protect the Company's\ninterest therein.\n\n     10.  Return of Company Property.  Promptly upon termination of Employee's\nemployment by the Company for any reason or no reason, Employee or Employee's\npersonal\n\n\n                                       8\n\n \nrepresentative shall return to the Company (a) all Confidential Information; (b)\nall other records, designs, patents, business plans, financial statements,\nmanuals, memoranda, lists, correspondence, reports, records, charts, advertising\nmaterials, and other data or property delivered to or compiled by Employee by or\non behalf of the Company, its subsidiaries or their respective representatives,\nvendors, or customers that pertain to the business of the Company or its\nsubsidiaries, whether in paper, electronic, or other form; and (c) all keys,\ncredit cards, vehicles, and other property of the Company or its subsidiaries.\nEmployee shall not retain or cause to be retained any copies of the foregoing.\nEmployee hereby agrees that all of the foregoing shall be and remain the\nproperty of the Company or its subsidiaries, as the case may be, and be subject\nat all times to their discretion and control.\n\n     11.  Associated Employment Agreement.  Employee hereby terminates, waives,\nand relinquishes his rights under the Associated Employment Agreement.\nAssociated Travel Services, LLC., also hereby terminates, waives, and\nrelinquishes its rights under the Associated Employment Agreement, except that\nEmployee shall be entitled to receive his bonus under such agreement equal to 3%\nof the pre-tax net income of Associated Travel from January 1, 1999 to the date\nhereof which bonus amount shall be paid as soon as practicable following the\ndate hereof.\n\n     12.  Assignment; Binding Effect.  Employee understands that he has been\nselected for employment by the Company on the basis of his personal\nqualifications, experience, and skills.  Employee agrees, therefore, that he\ncannot assign all or any portion of his performance under this Agreement.  This\nAgreement may not be assigned or transferred by the Company without the prior\nwritten consent of Employee.  Subject to the preceding two sentences, this\nAgreement shall be binding upon, inure to the benefit of, and be enforceable by\nthe parties hereto and their respective heirs, legal representatives,\nsuccessors, and assigns.  Notwithstanding the foregoing, if Employee accepts\nemployment with a subsidiary or affiliate of its subsidiaries other than the\nCompany, unless Employee and his new employer agree otherwise in writing, this\nAgreement shall automatically be deemed to have been assigned to such new\nemployer (which shall thereafter be an additional or substitute beneficiary of\nthe covenants contained herein, as appropriate), with the consent of Employee,\nsuch assignment shall be considered a condition of employment by such new\nemployer, and references to the 'Company' in this Agreement shall be deemed to\nrefer to such new employer.  If the Company is merged with or into another\nsubsidiary or affiliate of its subsidiaries, such action shall not be considered\nto cause an assignment of this Agreement, and the surviving or successor entity\nshall become the beneficiary of this Agreement and all references to the\n'Company' shall be deemed to refer to such surviving or successor entity.  It is\nintended that its subsidiaries will be a third-party beneficiary of the rights\nof the Company under this Agreement.  No other Person shall be a third-party\nbeneficiary.\n\n     13.  Complete Agreement; Waiver; Amendment.  This Agreement is not a\npromise of future employment.  Employee has no oral representations,\nunderstandings, or agreements with the Company or any of its officers,\ndirectors, or representatives covering the same subject matter as this\nAgreement.  This Agreement is the final, complete, and exclusive statement and\nexpression of the agreement between the Company and Employee with respect to the\nsubject matter hereof and thereof, and cannot be varied, contradicted, or\nsupplemented by evidence of any prior or contemporaneous oral or written\nagreements.  This written Agreement may not be \n\n\n                                       9\n\n \nlater modified except by a further writing signed by a duly authorized officer\nof the Company and Employee, and no term of this Agreement may be waived except\nby writing signed by the party waiving the benefit of such term.\n\n     14.  Notice.  Whenever any notice is required hereunder, it shall be given\nin writing addressed as follows:\n\n\n     To the Company:    Navigant International, Inc.\n                        84 Inverness Circle East\n                        Englewood, CO 80112\n                        Attn.: Chief Executive Officer\n\n     With a copy to:    Navigant International, Inc.\n                        84 Inverness Circle East\n                        Englewood, CO 80112\n                        Attn.: General Counsel\n\n\n     To Employee:       C. Thomas Nulty\n                        17 Copps Hill Drive\n                        Laguna Niguel, CA  92677\n\n\nNotice shall be deemed given and effective three days after the deposit in the\nU.S. mail of a writing addressed as above and sent first class mail, certified,\nreturn receipt requested, or, if sent by express delivery, hand delivery, or\nfacsimile, when actually received.  Either party may change the address for\nnotice by notifying the other party of such change in accordance with this\nSection 14.\n\n     15.  Severability; Headings.  If any portion of this Agreement is held\ninvalid or inoperative, the other portions of this Agreement shall be deemed\nvalid and operative and, so far as is reasonable and possible, effect shall be\ngiven to the intent manifested by the portion held invalid and inoperative.\nThis severability provision shall be in addition to, and not in place of, the\nprovisions of Section 7(e) above.  The paragraph headings herein are for\nreference purposes only and are not intended in any way to describe, interpret,\ndefine or limit the extent or intent of the Agreement or of any part hereof.\n\n     16.  Equitable Remedy.  Because of the difficulty of measuring economic\nlosses to the Company and\/or its subsidiaries as a result of a breach of the\nrestrictive covenants set forth in Sections 7, 8, 9 and 10; and because of the\nimmediate and irreparable damage that would be caused to the Company and\/or its\nsubsidiaries for which monetary damages would not be a sufficient remedy, it is\nhereby agreed that in addition to all other remedies that may be available to\nthe Company or its subsidiaries at law or in equity, the Company and its\nsubsidiaries shall be entitled to specific performance and any injunctive or\nother equitable relief as a remedy for any breach or threatened breach of the\naforementioned restrictive covenants.\n\n\n                                      10\n\n \n     17.  Arbitration.  Any unresolved dispute or controversy arising under or\nin connection with this Agreement shall be settled exclusively by arbitration\nconducted in accordance with the rules of the American Arbitration Association\nthen in effect.  The arbitrators shall not have the authority to add to, detract\nfrom, or modify any provision hereof nor to award punitive damages to any\ninjured party.  A decision by a majority of the arbitration panel shall be final\nand binding.  Judgment may be entered on the arbitrators' award in any court\nhaving jurisdiction.  The direct expense of any arbitration proceeding shall be\nborne by the Company.  Each party shall bear its own counsel fees.  The\narbitration proceeding shall be held in the city where the Company is located.\nNotwithstanding the foregoing, the Company and\/or its subsidiaries shall be\nentitled to seek injunctive or other equitable relief, as contemplated by\nSection 16 above, from any court of competent jurisdiction, without the need to\nresort to arbitration.\n\n     18.  Governing Law.  This Agreement shall in all respects be construed\naccording to the laws of the State of Colorado, without regard to its conflict\nof laws principles.\n\n     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be\nduly executed as of the date first written above.\n\n\n                                   NAVIGANT INTERNATIONAL, INC.\n\n\n\n                                   By: \/s\/ Edward S. Adams\n                                       ----------------------------------------\n                                       Edward S. Adams, Chief Executive Officer\n\n\n                                   EMPLOYEE:\n\n\n                                   \/s\/ C. Thomas Nulty\n                                   -------------------------------------------\n                                   C. Thomas Nulty\n\n\n\n\n\n\n                                      11\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8307],"corporate_contracts_industries":[9525],"corporate_contracts_types":[9539,9544],"class_list":["post-39384","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-navigant-international-inc","corporate_contracts_industries-transportation__services","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\/39384","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=39384"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39384"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39384"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39384"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}