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Big Potential Payouts for Penton Execs

Nussbaum leads way.



By FOLIO: Staff
12/01/2006

Penton Media, currently in the process of being merged with Prism Business Media after a $530 million sale to Wasserstein & Co. and MidOcean Partners, released a schedule 14A proxy statement Wednesday of this week that details, among other things, what Penton's top executives will make when they cash in their Series M Preferred Stock at the completion of the deal. By far, the largest payout will be to CEO David Nussbaum, who stands to get at least $5.4 million or as much as $6.5 million.

According to the statement, there are 36,125 shares of the preferred stock held by the executive team, which includes Nussbaum, CFO Preston Vice and EVP Darrell Denny. Each share is annually cliff vested over a five-year period from the date of issuance, and becomes 100 percent vested automatically when the merger is complete, sometime in the first half of 2007. Here's what the executive team stands to gain in stock:

Name: Darrell Denny
Shares of common stock underlying options: 25,000
Weighted average per exercise price of options: $0.37
Number of Series M preferred stock: 3,750
Resulting Consideration: $686,006

Name: David Nussbaum
Shares of common stock underlying options: 50,000
Weighted average per exercise price of options: $0.37
Number of Series M preferred stock: 30,000
Resulting Consideration: $5,422,681

Name: Preston Vice
Shares of common stock underlying options: 25,000
Weighted average per exercise price of options: $0.37
Number of Series M preferred stock: 2,375
Resulting Consideration: $438,465

Nussbaum, Vice and Denny are all in employment agreements that terminate June 23, August 24 and October 15, 2007 respectively, with an automatic renewal for an additional year. Each is entitled, however, to terminate that agreement with 120 days notice. If Nussbaum decides to do that, and there's been no indication that he would, he gets a potential severance payment of $650,000. Denny would get $947,500, and Vice $665,750.

And it doesn't end there. The board of directors also approved last July a compensation plan that awards Nussbaum an additional $400,000 cash as a "change in control" bonus. Four other executives and senior managers will each receive $100,000. If the executive officers opt to cash in all their capital stock and exercise their total compensation, the maximum payouts are: Denny, $1,818,669; Nussbaum, $6,510,538; and Vice, $1,373,030.

By FOLIO: Staff
12/01/2006







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