{"id":39388,"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-robert-c.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-navigant-international-inc-and-robert-c","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-navigant-international-inc-and-robert-c.html","title":{"rendered":"Employment Agreement &#8211; Navigant International Inc. and Robert C. Griffith"},"content":{"rendered":"<pre>                              AMENDED AND RESTATED\n\n                             EMPLOYMENT AGREEMENT\n\n\n     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of this 25\/th\/ day\nof July, 2000 is by and between Navigant International, Inc., a Delaware\ncorporation (the \"Company\"), and Robert C. Griffith (\"Employee\").\n\n                                   RECITALS\n\n     The Company and the Employee executed an Employment Agreement dated June\n10, 1998 (the \"Prior Agreement\").\n\n     The Company desires to continue to employ Employee and to have the benefit\nof his skills and services, and Employee desires to continue employment with the\nCompany.\n\n     The Company and the Employee wish to amend and restate the Prior Agreement\non the terms and conditions set forth herein, so that this Amended and Restated\nEmployment Agreement (the \"Agreement\") supersedes the Prior Agreement and\nbecomes the sole agreement between the Company and the Employee regarding the \nEmployee's employment with the Company.\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\n          ----------------                                                     \nduties described herein, and Employee hereby accepts employment with the\nCompany, for a term beginning on the date hereof and continuing until this\nAgreement is terminated as provided herein (the \"Term\").\n\n     2.   Position and Duties. The Company hereby employs Employee as Chief\n          -------------------                                               \nFinancial Officer. As such, Employee shall have responsibilities, duties and\nauthority reasonably accorded to and expected of a Chief Financial Officer of\nthe Company or as otherwise specified by the Chief Executive Officer of the\nCompany, or the Board of Directors of the Company (the \"Board\"). Employee will\nreport directly to the Chief Executive Officer of the Company, the Board, or as\notherwise directed by the Board. Employee hereby accepts this employment upon\nthe terms and conditions herein contained and agrees to devote all of his\nprofessional time, attention, and efforts to promote and further the business of\nthe Company. Employee shall faithfully adhere to, execute, and fulfill all\npolicies established by the Company.\n\n     3.   Compensation. For all services rendered by Employee, the Company shall\n          ------------  \ncompensate Employee as follows:\n\n \n          (a)  Base Salary. Effective on the date hereof, the base salary\npayable to Employee shall be $225,000.00 per year, payable on a regular basis in\naccordance with the Company's standard payroll procedures, but not less than\nmonthly. Employee's base salary shall be reviewed at least annually and may be\nincreased at any time and from time to time as the Company shall deem to be\nconsistent with increases in base salary awarded in ordinary course of business\nto other key executives of the Company. Employee's base salary shall not be\nreduced after any such increase, except as part of, and in an amount not greater\nproportionately than, any across-the-board cut in the pay of other key\nexecutives of the Company.\n\n          (b)  Annual Bonus. In addition to base salary, Employee shall be\nawarded, for each calendar year during the term of this Agreement, an annual\nbonus in cash, either pursuant to the Company's incentive bonus plan or\notherwise.\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. In addition, the Employee shall be entitled to receive the\nfollowing:\n\n               (i)   Automobile Allowance and Expense Reimbursement. The\n Employee shall be afforded an allowance in the sum of $700.00 per month for\n expenses incurred by Employee in using an automobile in connection with his\n employment hereunder. The Company also shall pay or reimburse to the Employee\n the reasonable costs of operating and maintaining such automobile, including\n all insurance, taxes, maintenance, operation and parking costs.\n\n               (ii)  Dues, Membership Fees, Financial Planning Assistance, and\n the like. The Company shall reimburse the Employee for expenses, which in the\n reasonable judgment of the Employee will assist the Employee in the performance\n of the Employee's job, such as club dues, membership fees, financial planning\n or tax assistance, and the like, incurred by the Employee during the Term. Such\n reimbursement, however, shall be limited to $5,000.00 on an annual basis.\n\n     4.   Expense Reimbursement. The Company shall reimburse Employee for (or,\n          ---------------------                                                \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. Employee understands that he may be requested by\n          --------------------  \nthe Company to relocate from his present residence to another geographic\nlocation in order to more efficiently carry out his duties and responsibilities\nunder this Agreement or as part of a promotion or a change in duties and\nresponsibilities. In such event, if Employee agrees to relocate, the Company\nwill provide Employee with a relocation allowance, in an amount determined by\nthe Company, to assist Employee in covering the costs of moving himself, his\nimmediate family, and their personal property and effects. The total amount and\ntypes of costs to be covered shall be determined by the Company, in light of\nprevailing Company policy at the time. In the alternative,\n\n                                       2\n\n \nthe Employee may decline the relocation, and may terminate this Agreement. Such\ntermination will be deemed, however, to be a Termination without cause by the\nCompany, and the provisions of Section 6(d) below shall apply.\n\n     6.   Termination: Rights on Termination. This Agreement may be terminated\n          ----------------------------------                                   \nin any one of the following ways:\n\n          (a)  Death. The death of Employee shall immediately terminate this\nAgreement, and only those amounts that are payable at termination under Section\n6(f) shall be payable to the 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. If\nEmployee's employment is terminated as a result of Employee's disability, the\nCompany shall continue to pay Employee his base salary at the then-current rate\nfor one half of the Change of Control Period set forth in Section 6(e)(i)(B),\nand the Company will, during such period also pay the Employee's annual bonus\n(or such annual bonus as determined by a formula at least as advantageous to\nEmployee, taking into account any changes in the capital structure and business\norganization of the Company taking place after such termination, as the formula\napplicable to the Employee during the year immediately prior to the termination\ndate). During such period, the Company will also provide for the continuation of\nthe Employee's health, dental and other medical benefits, or substantially\nsimilar benefits if the identical benefits are not available. (The Company shall\nhave met its obligation to continue such benefits if it makes the requisite\npremium payments under COBRA, or if it makes the premium payments for\nsubstantially similar insurance purchased by the Employee.) Payments of base\nsalary and health, dental and other benefits shall be made in accordance with\nthe Company's regular payroll cycle, while payments of annual bonuses shall be\nmade in accordance with the Company's past practice. Following such termination\nthe Employee shall cease to be eligible to participate in the Company's 401(k)\nplans, and shall cease to accrue paid time off under the Company's \"PTO Policy.\"\n\n          (c)  Termination by the Company \"For Cause.\" The Company may terminate\nthe Term promptly after written notice to Employee \"for cause,\" which shall be:\n(i) Employee's material breach of this Agreement, which breach is not cured\nwithin 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, and that in the judgment of the Company materially\nand adversely affects the operations or reputation of the Company; (iv)\nEmployee's conviction of a felony or other crime involving moral turpitude; or\n\n                                       3\n\n \n(v) Employee's abuse of alcohol or drugs (legal or illegal) that, in the\nCompany's judgment, materially impairs Employee's ability to perform his duties\nhereunder. In the event of termination for cause under this Section 6(c), only\nthose amounts that are payable at termination under Section 6(f) shall be\npayable to the Employee.\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.\nEmployee shall receive from the Company his base salary at the then-current rate\nfor one half of the Change of Control Period set forth in Section 6(e)(i)(B),\nand the Company will, during such period also pay the Employee's annual bonus\n(or such annual bonus as determined by a formula at least as advantageous to\nEmployee, taking into account any changes in the capital structure and business\norganization of the Company taking place after such termination, as the formula\napplicable to the Employee during the year immediately prior to the termination\ndate). During such period, the Company will also provide for the continuation of\nthe Employee's health, dental and other medical benefits, or substantially\nsimilar benefits if the identical benefits are not available. (The Company shall\nhave met its obligation to continue such benefits if it makes the requisite\npremium payments under COBRA, or if it makes the premium payments for\nsubstantially similar insurance purchased by the Employee.) Payments of base\nsalary and health, dental and other benefits shall be made in accordance with\nthe Company's regular payroll cycle, while payments of annual bonuses shall be\nmade in accordance with the Company's past practice. Following such termination\nthe Employee shall cease to be eligible to participate in the Company's 401(k)\nplans, and shall cease to accrue paid time off under the Company's \"PTO Policy.\"\n\n          (e)  Change of Control.\n\n               (i)   Definitions: For the purposes of this Section:\n \n                     (A)  \"Effective Date\" is the date on which a Change of\n     Control occurs. If the Employee's employment is terminated by the Company\n     prior to the date on which a Change of Control occurs, and the Employee can\n     reasonably demonstrate that such termination by the Company was in\n     contemplation of a Change of Control, then for all purposes of this\n     Agreement the \"Effective Date\" shall also mean the on which a Change of\n     Control occurs.\n\n                     (B)  \"Change of Control Period\" is the period commencing on\n     the Effective Date and ending on the second anniversary of such date.\n\n                     (C)  \"Change of Control\" shall mean:\n\n                     (1)  The acquisition by any person, entity or \"group,\"\n     within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities\n     Exchange Act of 1934 (the \"Exchange Act\") other than the Company or any of\n     its wholly-owned subsidiaries, or any employee benefit plan of the Company\n     and\/or any of its wholly-owned subsidiaries, of beneficial ownership\n     (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of\n     51% or more of either the then outstanding shares of the Company's common\n     stock\n\n                                       4\n\n \n     or the combined voting power of the Company's then outstanding voting\n     securities in a transaction or series of transactions not approved in\n     advance by a vote of at least three-quarters of the Continuing Directors\n     (as defined below); or\n\n                     (2)  Individuals who, as of the date hereof, constitute the\n     Board (as of the date hereof the \"Continuing Directors\") cease for any\n     reason to constitute at least a majority of the Board, provided that any\n     person becoming a director subsequent to the date hereof whose election, or\n     nomination for election by the Company's shareholders, was approved in\n     advance by a vote of at least three-quarters of the Continuing Directors\n     (other than a nomination of an individual whose initial assumption of\n     office is in connection with an actual or threatened solicitation with\n     respect to the election or removal of the directors of the Company, as such\n     terms are used in Rule 14a-11 of Regulation 14A promulgated under the\n     Exchange Act) shall be, for purposes of this Agreement, considered as\n     though such person were a Continuing Directors; or\n\n                     (3)  Approval by the stockholders of the Company of a\n     reorganization, merger, consolidation, liquidation or dissolution of the\n     Company or of the sale (in one transaction or a series of related\n     transactions) of all or substantially all of the assets of the Company\n     other than a reorganization, merger, consolidation, liquidation,\n     dissolution or sale approved in advance by three-quarters of the Continuing\n     Directors; or\n\n                     (4)  Any other event that a majority of the Continuing\n     Directors in its sole discretion shall determine constitutes a Change of\n     Control.\n\n               (ii)  Termination upon a Change of Control. Following, or in\n conjunction with, a Change of Control, the Company may terminate this Agreement\n upon thirty (30) days written notice to the Employee. Following a Change of\n Control, and for one year after the Effective Date, the Employee may elect to\n terminate this Agreement; provided that the Employee shall have the right to\n terminate this Agreement only if, as a result of the Change of Control, the\n Employee's title, job responsibility, job location, base pay, benefits, or any\n of them individually are changed to the detriment of the Employee, as\n determined in the reasonable judgment of the Employee.\n\n               (iii) Payments after Termination. Upon a termination under the\n provisions of this Section 6(e), the Company shall continue to pay Employee his\n base salary at the then-current rate throughout for the Change of Control\n Period, and the Company will, during such period also pay the Employee's annual\n bonus (or such annual bonus as determined by a formula at least as advantageous\n to Employee, taking into account any changes in the capital structure and\n business organization of the Company taking place after such termination, as\n the formula applicable to the Employee during the year immediately prior to the\n termination date). During such period, the Company will also provide for the\n continuation of the Employee's health, dental and other medical benefits, or\n substantially similar benefits if the identical benefits are not available.\n (The Company shall have met its obligation to continue such benefits if it\n makes the requisite premium payments under COBRA, or if it makes the premium\n payments for substantially similar insurance purchased by the Employee.)\n Payments of base salary and health, dental and other benefits shall be made in\n accordance with the Company's regular payroll cycle, while\n\n                                       5\n\n \n payments of annual bonuses shall be made in accordance with the Company's past\n practice. Following such termination, the Employee shall cease to be eligible\n to participate in the Company's 401(k) plans, and shall cease to accrue paid\n time off under the Company's \"PTO Policy.\"\n\n          (f)  Payment at Termination. Upon termination of Employee's employment\nfor any reason provided above, Employee shall be entitled to receive all\ncompensation earned and all benefits and reimbursements (including payments for\naccrued vacation and sick leave, in each case in accordance with applicable\npolicies of the Company) due through the effective date of termination.\nAdditional compensation subsequent to termination, if any, will be due and\npayable to Employee only to the extent and in the manner expressly provided\nabove in this Section 6. All other rights and obligations of the Company, and\nEmployee under this Agreement shall cease as of the effective date of\ntermination, except that the obligations under Sections 7, 8, 9 and 10 below\nshall survive such termination in accordance with their terms.\n\n          (g)  Certain Additional Payments by the Company.\n\n               (i)   Gross-up Payment. Anything in this Agreement to the\ncontrary notwithstanding, in the event it shall be determined that any payment\nor distribution by the Company to or for the benefit of Employee, whether paid\nor payable or distributed or distributable pursuant to the terms of this\nAgreement or otherwise would be subject to the excise tax imposed by Section\n4999 of the Internal Revenue Code of 1986, as amended, or any interest or\npenalties with respect to such excise tax (such excise tax, together with any\nsuch interest and penalties, are hereinafter collectively referred to as the\n\"Excise Tax\"), then Employee shall be entitled to receive an additional payment\n(a \"Gross-up Payment\") in an amount such that after payment by Employee of all\ntaxes (including any interest or penalties imposed with respect to such taxes),\nincluding any Excise Tax, imposed upon the Gross-up Payment, Employee retains an\namount of the Gross-up Payment equal to the Excise Tax imposed upon such payment\nor distribution.\n\n               (ii)  Determination of Gross-up. Subject to the provisions of\nsubsection (iii) of this Section 6(g), all determinations required to be made\nunder this Section 6(g), including whether a Gross-up Payment is required and\nthe amount of such Gross-up Payment, shall be made by an accounting firm\nsatisfactory to the Company and Employee (\"Accounting Firm\"). The Accounting\nFirm shall make such determination and provide detailed supporting calculations\nto both the Company and Employee within fifteen (15) business days after it is\nrequested to do so. The initial Gross-up Payment, if any, shall be paid to\nEmployee within five (5) business days after the Company's receipt of the\nAccounting Firm's determination. If the Accounting Firm determines that no\nExcise Tax is payable by the Employee, it shall furnish the Employee with a\nwritten opinion that he has legal authority satisfying the criteria set forth in\nTreasury Regulation Section 1.6661-3 or similar successor provisions not to\nreport any Excise Tax on his federal income tax return. Any determination by the\nAccounting Firm shall be binding upon the Company and Employee.\n\n               (iii) Dispute of Tax Claim. Employee shall notify the Company in\nwriting of any proposed assessment or proposed adjustment by the Internal\nRevenue Service (\"IRS\") pursuant to an audit of Employee's federal income tax\nreturn or otherwise, that, if successful,\n\n                                       6\n\n \nwould require the payment by the Company of a Gross-up Payment (hereafter\nreferred to as a \"Claim\"). Such notice shall be given as soon as practicable but\nno later than ten (10) business days after the earlier of (i) the receipt by\nEmployee of a written notice of proposed adjustment from the IRS or (ii) the\nreceipt by Employee of a statutory notice of deficiency. Such notice by Employee\nto the Company shall include (i) notice of the amount of the proposed assessment\nor proposed adjustment which relates to the Claim and the taxable year or years\nin which the Claim arises, (ii) the general nature of the Claim and (iii) all\nrelevant written reports of the examining agent relating to the Claim. Within\nthirty (30) days of (i) the receipt by Employee of a final assessment or (ii)\nthe execution by Employee and the IRS of a closing agreement, with respect to\nany tax year of Employee in which a Claim has been raised, pursuant to which\nEmployee is required to pay any amount with respect to the Claim, Employee shall\nprovide the Company and the Accounting Firm with a copy of such assessment or\nagreement, together with supporting documents sufficient to determine the amount\nof such tax liability that was attributable to the Claim. The Accounting Firm\nshall determine the amount of the Gross-up Payment under this Agreement due to\nsuch tax liability and the Company will make such Gross-up Payment to Employee\nwithin five (5) business days after its receipt of such determination.\n\n          (g)  Vesting of Stock Options and Stock Awards upon Termination. All\nof Employee's stock options and other stock awards will be fully vested,\nprovided, however, that if Employee may not become so vested in such stock\n--------  -------                                                         \noptions or become entitled to delivery of such stock awards under the terms of\nthe applicable plans, the Company shall pay Employee as soon as practicable\nafter the date of termination the cash equivalent of the Fair Market Value of\nsuch stock on the date of termination, or, in case of options, the spread\nbetween the option price and the Fair Market Value of the shares subject thereto\non the date of termination. As used herein, \"Fair Market Value\" of the Company's\nstock on any given date shall be the mean between the high and low sales prices\nper share of such stock on the NASDAQ National Market on such date (or if no\nsales of such stock were made on such date, the mean between the high and low\nsales prices on the NASDAQ National Market on the next preceding date on which\nsales were made on such market).\n\n          (h)  No Setoff; Cooperation. The Company's obligation to make the\npayments provided for in this Agreement and otherwise to perform its obligations\nhereunder shall not be affected by any setoff, counterclaim, recoupment,\ndefense, or other claim, right, or actions which the Company may have against\nEmployee or others, or subject to reduction or recapture if the Employee secures\nother employment after this Agreement has been terminated during the Change of\nControl Period. Notwithstanding anything to the contrary contained herein,\npayment of any amount provided in this Section 6, including the continuation of\nbenefits, is conditional upon the Employee cooperating reasonably with the\nCompany in connection with all matters relating to Employee's employment with\nthe Company and upon Employee saying nothing derogatory about the Company or its\nbusinesses or personnel.\n\n                                       7\n\n \n     7.   Restriction on Competition.\n          -------------------------- \n\n          (a)  During the Term, and thereafter for the Restricted Period (as\ndefined below), Employee shall not, directly or indirectly, for himself or on\nbehalf of or in conjunction with any other person, company, partnership,\ncorporation, business, group, or other entity (each, a \"Person\"):\n\n               (i)   engage, as an officer, director, shareholder, owner,\npartner, joint venturer, or in a managerial capacity, whether as an employee,\nindependent contractor, consultant, advisor, or sales representative, in any\nbusiness selling any products or services in direct competition with the\nCompany's or its Affiliates' (as defined below) travel agency business,\nincluding the development, manufacture, marketing and transfer, whether by sale\nor license, of software for travel businesses (collectively, the \"Travel\nBusiness\"), within 100 miles of any location where the Company or its Affiliates\nconducts the Travel Business (the \"Territory\");\n\n               (ii)  call upon any Person who is, at that time, within the\nTerritory an employee of the Travel Business for the purpose or with the intent\nof enticing 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\nhas been, 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.\n\n               (iv)  As used herein, \"Restricted Period\" shall mean a period\nequal to the time during which Employee is receiving payments from the Company\nunder Section 6; except that \"Restricted Period\" shall mean two years if this\nAgreement is terminated: (y) by the Company \"for cause;\" and (z) by the Employee\nfor any reason.\n\n               (v)   As used herein, \"Affiliate\" shall mean any company\ncontrolling, controlled by, or under common control with, the Company.\n\n          (b)  Notwithstanding anything contained in this Section 7 to the\ncontrary, the foregoing covenants shall not be deemed to prohibit Employee from\nacquiring as an investment not more than one (1%) percent of the capital stock\nof a competing business, whose stock is traded on a national securities exchange\nor through the automated quotation system of a registered securities\nassociation.\n\n          (c)  It is further agreed that, in the event that Employee shall cease\nto be employed by the Company or its Affiliates 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 Affiliates 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 Affiliates of such breach, Employee ceases the prohibited actions.\n\n                                       8\n\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\nAffiliates, whether predicated on this Agreement or otherwise, shall not\nconstitute a defense to the enforcement by its Affiliates or the Company of such\ncovenants; provided, however, that upon the failure of the Company to make any\npayments required under this Agreement, the Employee may, upon thirty (30) days'\nprior written notice to the Company, waive his right to receive any additional\ncompensation pursuant to this Agreement and engage in any activity prohibited by\nthe covenants of this Section 7. It is specifically agreed that the period of\nstated at the beginning of this Section 7, during which the agreements and\ncovenants of Employee made in this Section 7 shall be effective, shall be\ncomputed by excluding from such computation any time during which Employee is in\nviolation 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 Affiliates, and their\nrespective officers, directors, employees and stockholders. It is further agreed\nthat 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 Affiliates throughout the term of these covenants.\n\n      8.  Confidential Information. Employee hereby agrees to hold in strict\n          ------------------------                                           \nconfidence and not to disclose to any third-party any of the valuable,\nconfidential and proprietary business, financial, technical, economic, sales or\nother types of proprietary business information relating to the Company and its\nAffiliates (including all trade secrets) in whatever form, whether oral,\nwritten, or electronic (collectively, the \"Confidential Information\"), to which\nEmployee has, or is given (or has had or been given), access as a result of his\nemployment by the Company. It is agreed that the Confidential Information is\nconfidential and proprietary to the Company and its Affiliates because such\nConfidential Information encompasses technical know-how, trade secrets, or\ntechnical, financial, organizational, sales, or other valuable aspects of the\nCompany's and its Affiliates' business and trade, including, without limitation,\ntechnologies, products, processes, plans, clients, personnel,\n\n                                       9\n\n \noperations, and business activities. This restriction shall not apply to any\nConfidential Information that (a) becomes known generally to the public through\nno fault of the Employee; (b) is required by applicable law, legal process, or\nany order or mandate of a court or other governmental authority to be disclosed;\nor (c) is reasonably believed by Employee, based upon the advice of legal\ncounsel, to be required to be disclosed in defense of a lawsuit or other legal\nor administrative action brought against Employee; provided, that in the case of\n                                                   --------                     \nclauses (b) or (c), Employee shall give the Company reasonable advance written\nnotice of the Confidential Information intended to be disclosed and the reasons\nand circumstances surrounding such disclosure, in order to permit the Company to\nseek a protective order or other appropriate request for confidential treatment\nof the applicable Confidential Information.\n\n      9.  Inventions. Employee shall disclose promptly to the Company any and\n          ----------                                                          \nall significant conceptions and ideas for inventions, improvements, and valuable\ndiscoveries, whether patentable or not, that are conceived or made by Employee,\nsolely or jointly with another, during the period of employment or within one\nyear thereafter, and that are directly related to the business or activities of\nthe Company or its Affiliates and that Employee conceives as a result of his\nemployment by the Company, regardless of whether or not such ideas, inventions,\nor improvements qualify as \"works for hire.\" Employee hereby assigns and agrees\nto assign all his interests therein to the Company or its nominee. Whenever\nrequested to do so by the Company, Employee shall execute any and all\napplications, assignments, or other instruments that the Company shall deem\nnecessary to apply for and obtain Letters Patent of the United States or any\nforeign country or to otherwise protect the Company's interest therein.\n\n     10.  Return of Company Property. Promptly upon termination of Employee's\n          --------------------------                                          \nemployment by the Company for any reason or no reason, Employee or Employee's\npersonal representative shall return to the Company (a) all Confidential\nInformation; (b) all other records, designs, patents, business plans, financial\nstatements, manuals, memoranda, lists, correspondence, reports, records, charts,\nadvertising materials, and other data or property delivered to or compiled by\nEmployee by or on behalf of the Company, its Affiliates or their respective\nrepresentatives, vendors, or customers that pertain to the business of the\nCompany or its Affiliates, whether in paper, electronic, or other form; and (c)\nall keys, credit cards, vehicles, and other property of the Company or its\nAffiliates. Employee shall not retain or cause to be retained any copies of the\nforegoing. Employee hereby agrees that all of the foregoing shall be and remain\nthe property of the Company or its Affiliates, as the case may be, and be\nsubject at all times to their discretion and control.\n\n     11.  Assignment; Binding Effect. Employee understands that he has been\n          --------------------------                                        \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 an Affiliate, unless Employee and his new employer agree\notherwise in writing, this Agreement shall automatically be deemed to have been\nassigned to such new employer (which shall thereafter be an additional or\nsubstitute beneficiary of the covenants contained herein, as appropriate), with\nthe consent of Employee, such assignment shall be considered a condition of\n\n                                       10\n\n \nemployment by such new employer, and references to the \"Company\" in this\nAgreement shall be deemed to refer to such new employer. If the Company is\nmerged with or into an Affiliate, such action shall not be considered to cause\nan assignment of this Agreement, and the surviving or successor entity shall\nbecome the beneficiary of this Agreement and all references to the \"Company\"\nshall be deemed to refer to such surviving or successor entity. It is intended\nthat all Affiliates will be a third-party beneficiary of the rights of the\nCompany under this Agreement. No other Person shall be a third-party\nbeneficiary.\n\n     12.  Complete Agreement; Waiver; Amendment. Employee has no oral\n          -------------------------------------                       \nrepresentations, understandings, or agreements with the Company or any of its\nofficers, directors, 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 later modified except by a further\nwriting signed by a duly authorized officer of the Company and Employee, and no\nterm of this Agreement may be waived except by writing signed by the party\nwaiving the benefit of such term.\n\n     13.  Notice. Whenever any notice is required hereunder, it shall be given\n          ------                                                               \nin writing addressed as follows:\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     To Employee:        [* * *]\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 13.\n\n[* * *] This confidential information has been omitted and filed separately with\nthe Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities \nand Exchange Act of 1934, as Amended.\n\n     14.  Severability; Headings. If any portion of this Agreement is held\n          ----------------------                                           \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\n\n                                       11\n\n \nare not intended in any way to describe, interpret, define or limit the extent\nor intent of the Agreement or of any part hereof.\n\n     15.  Equitable Remedy. Because of the difficulty of measuring economic\n          ----------------                                                  \nlosses to the Company and\/or NII as a result of a breach of the restrictive\ncovenants set forth in Sections 7, 8, 9 and 10, and because of the immediate and\nirreparable damage that would be caused to the Company for which monetary\ndamages would not be a sufficient remedy, it is hereby agreed that in addition\nto all other remedies that may be available to the Company at law or in equity,\nthe Company shall be entitled to seek 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     16.  Arbitration. Any unresolved dispute or controversy arising under or\n          -----------                                                         \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 shall be entitled to seek injunctive\nor other equitable relief, as contemplated by Section 15 above, from any court\nof competent jurisdiction, without the need to resort to arbitration.\n\n     17.  Governing Law. This Agreement shall in all respects be construed\n          -------------                                                    \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\n                                   EMPLOYEE:\n\n\n                                   s\/s Robert C. Griffith\n                                   ---------------------------------------------\n                                   Robert C. Griffith\n\n                                      12\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-39388","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\/39388","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=39388"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39388"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39388"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39388"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}