Form of Employment Agreement Between John S. Coffman And Navigant International

Exhibit 10.31


AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of this 25 th day of July, 2000 is by and between Navigant International, Inc., a Delaware corporation (the " Company" ), and John S. Coffman (" Employee" ).

RECITALS


The Company and the Employee executed an Employment Agreement effective June 22, 1998 (the " Prior Agreement" ).


The Company desires to continue to employ Employee and to have the benefit of his skills and services, and Employee desires to continue employment with the Company.

The Company and the Employee wish to amend and restate the Prior Agreement on the terms and conditions set forth herein, so that this Amended and Restated Employment Agreement (the " Agreement" ) supersedes the Prior Agreement and becomes the sole agreement between the Company and the Employee regarding the Employee' s employment with the Company.

NOW, THEREFORE, in consideration of the mutual promises, terms, covenants and conditions set forth herein, and the performance of each, the parties hereto, intending legally to be bound, hereby agree as follows:

AGREEMENTS

1. Employment; Term . The Company hereby employs Employee to perform the duties described herein, and Employee hereby accepts employment with the Company, for a term beginning on the date hereof and continuing until this Agreement is terminated as provided herein (the " Term" ).

2. Position and Duties . The Company hereby employs Employee as Vice President and Corporate Controller. As such, Employee shall have responsibilities, duties and authority reasonably accorded to and expected of a Vice President and Corporate Controller of the Company or as otherwise specified by the Chief Financial Officer of the Company, or the Board of Directors of the Company (the " Board" ). Employee will report directly to the Chief Financial Officer of the Company, the Board, or as otherwise directed by the Board. Employee hereby accepts this employment upon the terms and conditions herein contained and agrees to devote all of his professional time, attention, and efforts to promote and further the business of the Company. Employee shall faithfully adhere to, execute, and fulfill all policies established by the Company.

3. Compensation . For all services rendered by Employee, the Company shall compensate Employee as follows:

(a) Base Salary . Effective on the date hereof, the base salary payable to Employee shall be $150,000.00 per year, payable on a regular basis in accordance with the Company' s standard payroll procedures, but not less than monthly. Employee' s base salary shall be reviewed at least annually and may be increased at any time and from time to time as the Company shall deem to be consistent with increases in base salary awarded in ordinary course of business to other key executives of the Company. Employee' s base salary shall not be reduced after any such increase, except as part of, and in an amount not greater proportionately than, any across-the-board cut in the pay of other key executives of the Company.

(b) Annual Bonus . In addition to base salary, Employee shall be awarded, for each calendar year during the term of this Agreement, an annual bonus in cash, either pursuant to the Company' s incentive bonus plan or otherwise.


(c) Perquisites, Benefits, and Other Compensation. During the Term, Employee shall be entitled to receive all perquisites and benefits as are customarily provided by the Company to its employees, subject to such changes, additions or deletions as the Company may make generally from time to time, as well as such other perquisites or benefits as may be specified from time to time by the Board. In addition, the Employee shall be entitled to receive the following:


(i) Automobile Allowance and Expense Reimbursement . The Employee shall be afforded an allowance in the sum of $500.00 per month for expenses incurred by Employee in using an automobile in connection with his employment hereunder. The Company also shall pay or reimburse to the Employee the reasonable costs of operating and maintaining such automobile, including all insurance, taxes, maintenance, operation and parking costs.

(ii) Dues, Membership Fees, Financial Planning Assistance, and the like . The Company shall reimburse the Employee for expenses, which in the reasonable judgment of the Employee will assist the Employee in the performance of the Employee' s job, such as club dues, membership fees, financial planning or tax assistance, and the like, incurred by the Employee during the Term. Such reimbursement, however, shall be limited to $2,500.00 on an annual basis.


4. Expense Reimbursement . The Company shall reimburse Employee for (or, at the Company' s option, pay) all business travel and other out-of-pocket expenses reasonably incurred by Employee in the performance of his services hereunder during the Term. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company' s expense reporting policy, as well as applicable federal and state tax record keeping requirements.

5. Place of Performance . Employee understands that he may be requested by the Company to relocate from his present residence to another geographic location in order to more efficiently carry out his duties and responsibilities under this Agreement or as part of a promotion or a change in duties and responsibilities. In such event, if Employee agrees to relocate, the Company will provide Employee with a relocation allowance, in an amount determined by the Company, to assist Employee in covering the costs of moving himself, his immediate family, and their personal property and effects. The total amount and types of costs to be covered shall be determined by the Company, in light of prevailing Company policy at the time. In the alternative, the Employee may


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decline the relocation, and may terminate this Agreement. Such termination will be deemed, however, to be a Termination without cause by the Company, and the provisions of Section 6(d) below shall apply.


6. Termination: Rights on Termination . This Agreement may be terminated in any one of the following ways:

(a) Death. The death of Employee shall immediately terminate this Agreement, and only those amounts that are payable at termination under Section 6(f) shall be payable to the Employee' s estate.


(b) Disability. If, as a result of incapacity due to physical or mental illness or injury, Employee shall have been unable to perform the material duties of his position on a full-time basis for a period of four (4) consecutive months, or for a total of four (4) months in any six (6) month period, then thirty (30) days after written notice to the Employee (which notice may be given before or after the end of the aforementioned periods, but which shall not be effective earlier than the last day of the applicable period), the Company may terminate Employee' s employment hereunder if Employee is unable to resume his full-time duties at the conclusion of such notice period. If Employee' s employment is terminated as a result of Employee' s disability, the Company shall continue to pay Employee his base salary at the then-current rate for one half of the Change of Control Period set forth in Section 6(e)(i)(B), and the Company will, during such period also pay the Employee' s annual bonus (or such annual bonus as determined by a formula at least as advantageous to Employee, taking into account any changes in the capital structure and business organization of the Company taking place after such termination, as the formula applicable to the Employee during the year immediately prior to the termination date). During such period, the Company will also provide for the continuation of the Employee' s health, dental and other medical benefits, or substantially similar benefits if the identical benefits are not available. (The Company shall have met its obligation to continue such benefits if it makes the requisite premium payments under COBRA, or if it makes the premium payments for substantially similar insurance purchased by the Employee.) Payments of base salary and health, dental and other benefits shall be made in accordance with the Company' s regular payroll cycle, while payments of annual bonuses shall be made in accordance with the Company' s past practice. Following such termination the Employee shall cease to be eligible to participate in the Company' s 401(k) plans, and shall cease to accrue paid time off under the Company' s " PTO Policy."


(c) Termination by the Company " For Cause." The Company may terminate the Term promptly after written notice to Employee " for cause," which shall be: (i) Employee' s material breach of this Agreement, which breach is not cured within fifteen (15) days of receipt by Employee of written notice from the Company specifying the breach; (ii) Employee' s gross negligence in the performance of his duties hereunder, intentional nonperformance or misperformance of such duties, or refusal to abide by or comply with the directives of the Board, his superior officers, or the Company' s policies and procedures, which actions continue for a period of at least ten (10) days after receipt by Employee of written notice of the need to cure or cease; (iii) Employee' s willful dishonesty, fraud, or misconduct with respect to the business or affairs of the Company, and that in the judgment of the Company materially and adversely affects the operations or reputation of the Company; (iv) Employee' s conviction of a felony or other crime involving moral turpitude; or


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(v) Employee' s abuse of alcohol or drugs (legal or illegal) that, in the Company' s judgment, materially impairs Employee' s ability to perform his duties hereunder. In the event of termination for cause under this Section 6(c), only those amounts that are payable at termination under Section 6(f) shall be payable to the Employee.

(d) Without Cause. At any time after the commencement of employment, the Company may, without cause, terminate the Term and Employee' s employment, effective thirty (30) days after written notice is provided to the Employee. Employee shall receive from the Company his base salary at the then-current rate for one half of the Change of Control Period set forth in Section 6(e)(i)(B), and the Company will, during such period also pay the Employee' s annual bonus (or such annual bonus as determined by a formula at least as advantageous to Employee, taking into account any changes in the capital structure and business organization of the Company taking place after such termination, as the formula applicable to the Employee during the year immediately prior to the termination date). During such period, the Company will also provide for the continuation of the Employee' s health, dental and other medical benefits, or substantially similar benefits if the identical benefits are not available. (The Company shall have met its obligation to continue such benefits if it makes the requisite premium payments under COBRA, or if it makes the premium payments for substantially similar insurance purchased by the Employee.) Payments of base salary and health, dental and other benefits shall be made in accordance with the Company' s regular payroll cycle, while payments of annual bonuses shall be made in accordance with the Company' s past practice. Following such termination the Employee shall cease to be eligible to participate in the Company' s 401(k) plans, and shall cease to accrue paid time off under the Company' s " PTO Policy."

(e) Change of Control .

(i) Definitions : For the purposes of this Section:

(A) " Effective Date" is the date on which a Change of Control occurs. If the Employee' s employment is terminated by the Company prior to the date on which a Change of Control occurs, and the Employee can reasonably demonstrate that such termination by the Company was in contemplation of a Change of Control, then for all purposes of this Agreement the " Effective Date" shall also mean the day on which a Change of Control occurs.


(B) " Change of Control Period" is the period commencing on the Effective Date and ending on the second anniversary of such date.


(C) " Change of Control" shall mean:


(1) The acquisition by any person, entity or " group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the " Exchange Act" ) other than the Company or any of its wholly-owned subsidiaries, or any employee benefit plan of the Company and/or any of its wholly-owned subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 51% or more of either the then outstanding shares of the Company' s common stock or the combined voting power of the Company' s then outstanding voting securities in a


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transaction or series of transactions not approved in advance by a vote of at least ...