EXHIBIT 10.20
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated as of March 1, 1995 (as it may be amended
in accordance with its terms, this "Agreement") between xxxx xxxxx productions,
inc., a Delaware corporation (the "Company"), and Xxxxxxx X. Xx Xxxxx (the
"Executive").
The Executive is currently the President and Chief Operating Officer
of the Company and is employed pursuant to an Employment Agreement dated as of
July 1, 1991 (the "Existing Employment Agreement"). The term of the Existing
Employment Agreement expires on June 30, 1995. In light of the Executive's
experience with the Company and his exemplary services on behalf of the Company,
the Company desires to secure the services of, and continue the employment the
Executive for the period ending June 30, 2000, and to do so prior to the end of
the term of the Existing Employment Agreement; and the Executive desires to
continue in the employ of the Company through such date. Therefore, the Company
shall continue to employ the Executive and the Executive shall continue his
employment with the Company, upon the terms, provisions and conditions set forth
herein.
Accordingly, the Company and the Executive hereby agree as follows:
1. Employment.
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(a) The Company shall employ the Executive, and the Executive
shall serve the Company during the term hereof, as President and Chief Operating
Officer of the Company, with such duties and responsibilities normally
associated with those positions. The Executive shall devote his best efforts and
a major portion of his business time to the performance of his duties
under this Agreement and shall perform them faithfully, diligently and
competently. The Executive shall report only to the Chairman and Chief Executive
Officer of the Company and the Board of Directors of the Company; and all other
executives of the Company (other than the Chairman and Chief Executive Officer
and the Vice President-Administration, so long as such office is held by Xx.
Xxxxx Xxxxx) shall report to the Executive. The Executive's services shall be
performed in Burbank, California (or such other location as the Executive and
the Company may agree upon) subject to travel reasonably and customarily
required by the Company in connection with the Executive's service hereunder.
(b) Notwithstanding anything to the contrary contained in this
Agreement, the Executive may devote a significant portion of his business time
to other business activities, including, without limitation, serving as an
officer of companies a majority of whose equity is owned by Xx. Xxxxxxx X. Xxxxx
("Xx. Xxxxx" and/or Xx. Xxxxx and the Executive on or after the date of this
Agreement; provided such companies do not complete with the business conducted
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by the Company and its subsidiaries ("Affiliated Companies"), providing
financial and consulting services to Xx. Xxxxx in connection with any activities
that Xx. Xxxxx is permitted to engage in accordance with his then current
employment agreement with the Company and serving as a director of any
Affiliated Company; provided, that such activities do not materially interfere
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with the Executive's performance of his duties under this Agreement.
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2. Term of Employment.
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The Executive's employment by the Company under this Agreement shall
commence on July 1, 1995 and, subject to earlier termination pursuant to Section
5 or 7, shall terminate on June 30, 2000. The execution and delivery of this
Agreement prior to July 1, 1995, shall not in any way amend, modify or affect
the Existing Employment Agreement, which shall remain in full force and effect
through the end of its term.
3. Compensation.
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(a) As full compensation for all services rendered by the
Executive to the Company under this Agreement, the Company shall pay to the
Executive (i) a base salary at the initial annual rate of $525,000, payable in
equal installments (once every two weeks) in accordance with the Company's
customary payroll practice for its executives, and (ii) a bonus determined in
accordance with Section 3(b) hereof. on each July 1, during the term of the
Executive's employment hereunder, commencing with July 1, 1996, the base salary
payable to the Executive pursuant to Section 3(a)(i) shall be increased by an
amount, if any, equal to the percentage increase in the consumer price index
(the "CPI") for Los Angeles, California for the twelve (12) month period ended
on the June 30, as next preceding such July 1, as published by the Federal
Bureau of Labor Statistics (the "Bureau") or any successor entity to the Bureau
multiplied by the then current base salary pursuant to Section 3(a)(i); provided
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that if the Bureau no longer publishes the CPI, then a comparable index
reasonably acceptable to the Company and the Executive shall be substituted
therefor.
(b) With respect to each fiscal year of the Company during the
term of the Executive's employment under this Agreement, commencing with the
fiscal year ending on June 30,
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1996, the Company shall pay to the Executive a bonus equal to the following
amounts with respect to the Pre-tax Profits of the Company, if any, during that
fiscal year:
If Pretax Profits are:
Over But Not Over Payment
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0 - $ 7,000,000 0
$ 7,000,000 - $10,000,000 $260,000 + 3% of Pre-tax
Profits over $7,000,000
$10,000,000 - $15,000,000 $350,000 + 2% of pre-tax
Profits over $10,000,000
$15,000,000 - $450,000 + 1% of Pre-Tax
Profits over $15,000,000
The bonus, if any, payable to the Executive pursuant to this Section 3(b) hereof
with respect to any fiscal year shall be paid not later than fifteen (15) days
after the receipt by the Company from its independent public accountants of the
audited financial statements of the Company with respect to the applicable
fiscal year. Nothing herein shall modify the obligation of the Company pursuant
to Section 3(b) of the Existing Employment Agreement to make payment to the
Executive pursuant to said Section 3(b) for the fiscal year ended June 30, 1995.
(c) As used in this Agreement the term "Pre-tax Profits" of the
Company during a fiscal year shall mean the income before taxes of the Company
as shown on the audited consolidated income statement of the Company and its
subsidiaries, but without giving effect to accruals for the bonus payable to the
Executive for that fiscal year pursuant to Section 3(b) hereof and any similar
bonus payable to Xx. Xxxxx for that
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fiscal year pursuant to Xx. Xxxxx'x then current employment agreement with the
Company.
(d) If the Executive's employment is terminated prior to the end
of a fiscal year due to his death or by the Company as a result of his
disability, the bonus payable pursuant to Section 3(b) hereof in respect of that
fiscal year shall be calculated (i) if such termination shall occur during the
first quarter of the Company's fiscal year, by multiplying the amount determined
pursuant to Section 3(b) for that entire fiscal year by a fraction of which the
numerator is the number of days in that fiscal year prior to the date of
termination and the denominator is the number of days in that fiscal year and
(ii) if such termination shall occur subsequent to the first quarter of the
Company's fiscal, as if the Executive had been employed for that entire fiscal
year. If the Executive's employment is terminated prior to the end of a fiscal
year for "cause" (as hereinafter defined), no bonus shall be payable to the
Executive pursuant to Section 3(b) in respect to that fiscal year.
(e) For purposes of Sections 3(b) and 3(c) hereof, if the
Company's fiscal year shall change, the Company and the Executive shall
negotiate an appropriate adjustment to the formula for determining the bonus
payable for any fiscal year which as a result of such change shall be less than
twelve (12) months. If the parties cannot agree upon an appropriate adjustment,
either party (the "Requesting Party") may seek binding arbitration to resolve
the matter by setting forth the particulars and the identity of its arbitrator
in a written notice to the other party (the "Receiving Party"). Within seven (7)
days after receipt of such notice, the Receiving Party shall designate its own
arbitrator in a written notice to the Requesting Party. The two arbitrators so
selected shall then mutually
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agree on a third arbitrator (the "Neutral Arbitrator"). Should the arbitrators
fail to designate a Neutral Arbitrator within seven (7) days after designation
of the second arbitrator, the Neutral Arbitrator shall be designated pursuant to
the California Code of Civil Procedure Section 1281.6, as amended. A majority of
the three (3) arbitrators, or, when agreed to by the parties, the Neutral
Arbitrator acting alone, may make any appropriate award. All arbitrators
hereunder must be independent certified public accountants. The arbitration
shall take place in Los Angeles, California and, except as expressly set forth
herein, the California Code of Civil Procedure Section 1280 et seq., shall
govern the arbitration. The decision of the three (3) arbitrators or the Neutral
Arbitrator, as applicable, shall be final, conclusive and binding on the parties
and not subject to judicial appeal.
4. Fringe Benefits; Expenses.
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(a) The Executive shall be entitled to receive all health (other
than disability) and pension benefits provided by the Company to any of its
executives and to all other fringe benefits provided by the Company to its
executives as a group and shall also be entitled to participate in all benefit
plans provided by the Company to its executives as a group. The Executive shall
also be entitled to a term life insurance policy, naming such beneficiaries as
the Executive shall specify from time to time, in an amount equal to $3,000,000.
(b) The Company shall reimburse the Executive for all reasonable
expenses (including, without limitation, entertainment expenses) incurred by the
Executive in connection with the performance of his services for the Company (it
being agreed that first-class travel and accommodations are reasonable
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expenses), upon submission of receipts and/or vouchers in accordance with the
Company's customary policy.
(c) The Executive shall be entitled to six (6) weeks vacation
time annually, to be taken at times selected by him, with the reasonable
concurrence of the Chief Executive Officer of the Company, which are consistent
with the proper performance of the Executive's duties under this Agreement. The
Executive may accrue up to two (2) weeks unused vacation time annually.
5. Disability or Death.
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(a) If, as the result of any physical or mental disability, the
Executive shall have failed or been unable to perform his duties for a period of
one hundred eighty (180) consecutive days, the Company may, by notice to the
Executive subsequent thereto, terminate the Executive's employment under this
Agreement, effective as of the date of the notice. If the Executive's employment
is terminated pursuant to this Section 5(a), the Company shall pay to the
Executive (in equal installments every two (2) weeks) (i) for the period from
the date of termination through the June 30 next succeeding such date of
termination, an amount equal to his base salary for such period at the date of
termination, (ii) for the next succeeding twelve (12) month period (ending not
later than June 30, 2000), an amount equal to 80% of his base salary at the date
of termination, (iii) for the next succeeding twelve (12) month period (ending
not later than June 30, 2000), an amount equal to 60% of his base salary at the
date of termination, and (iv) for the twenty-four (24) month period commencing
on the date of the last payment required to be made pursuant to clauses (i),
(ii) and (iii) above, an amount equal to 50% of his base salary at the date of
termination.
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(b) The term of the Executive's employment under this Agreement
shall terminate upon his death. In the event of such termination upon death, the
Company shall pay to the beneficiary or beneficiaries designated in writing by
the Executive to the Company (or if the Executive fails to so designate a
beneficiary, to his estate), an amount at an annual rate equal to his base
salary in effect on the date of his death for a period of two (2) years from the
date of his death, payable in equal installments on the first day of the month
next succeeding the date of death and the first day of every third month
thereafter.
6. Non-Competition; Confidential Information.
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(a) (i) During the term of the Executive's employment under this
Agreement or (ii) through June 30, 2000, if the Executive voluntarily terminates
his employment ((other than because of a Change of Control (as defined in
Section 8 hereof) or a termination by the Executive in accordance with the third
paragraph of Section 7 hereof) or his employment is terminated by the Company
for cause, the Executive shall not, directly or indirectly, engage or be
interested (as a stockholder, director, officer, agent, broker, partner,
individual proprietor, lender or otherwise) in any other business which is
competitive with the business of the Company and its subsidiaries, except that
the Executive may (i) engage in the activities otherwise permitted pursuant to
Section 1(b) hereof, whether or not competitive with the Company or any of its
subsidiaries and (ii) hold not more than 5% of the outstanding securities of any
class of any publicly held company; provided that this Section 6 shall not
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prohibit the Executive from holding more than 5% of the outstanding securities
of any class of capital stock of the Company.
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(b) The Executive shall not, directly or indirectly, either
during the term of the Executive's employment under this Agreement or
thereafter, disclose to anyone (except in the regular course of the Company's
business or as required by law), or use in competition with the Company, any
information acquired by the Executive during his employment by the Company with
respect to any confidential or secret aspect of the Company's operations,
business or affairs, unless such information has become public knowledge other
than by reason of actions (direct or indirect) of the Executive.
(c) The Executive shall not, directly or indirectly, either
during the term of the Executive's employment under this Agreement or for a
period of one (1) year thereafter, solicit the services of any person who was a
full-time employee of the Company (other than employees employed for a limited
periods of time in connection with the production of particular television or
motion picture programming) during the last year of the term of the Executive's
employment under this Agreement.
(d) The Executive acknowledges that the remedy at law for breach
of his covenants under this Section 6 will be inadequate and, accordingly, in
the event of any breach or threatened breach by the Executive of the provisions
of this Section 6, the Company shall be entitled, in addition to all other
remedies, whether at law, in equity or otherwise, to an injunction restraining
any such breach (without posting any bond or other security).
7. Termination.
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(a) The Company shall have the right to terminate this Agreement
and the Executive's employment with the Company (i) for cause or (ii) without
cause. For purposes of this Agreement, the term "cause" shall mean any material
breach of
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the Executive's obligations under Section 6 of this Agreement which is not cured
within thirty (30) days after written notice, the conviction of the Executive of
a felony, gross misconduct related to the Executive's position or duties with
the Company which is likely to materially adversely affect the Company's
financial condition, the chronic addiction of the Executive to drugs or alcohol
which materially adversely affects the Executive's performance of his duties
under this Agreement, or the Executive's willful failure to perform his material
duties within a reasonable period under the circumstances after written notice
(specifically identifying the manner in which the Board of Directors believes
that the Executive has failed) from the Board of Directors of the Company
(provided such duties are consistent, in the reasonable opinion of the Executive
after obtaining an opinion of counsel, with this Agreement and applicable law).
(b) If the employment of the Executive is terminated for cause,
the Company shall not be obligated to make any further payment to the Executive
(other than accrued and unpaid salary and expenses to the date of termination),
or continue to provide any benefit (other than benefits which have accrued
pursuant to any plan or by applicable law) to the Executive under this
Agreement. If the employment of the Executive is terminated without cause, then
(except as otherwise provided in the Section 11 hereof) the Company shall pay to
the Executive, in equal monthly installments, all of his compensation (base
salary and bonuses) pursuant to Section 3 hereof as if this Agreement had not
been terminated, plus, if the termination shall be on or after July 1, 1997,
$500,000 per year for each of the two years ended June 30, 2001 and 2002,
payable in equal monthly installments commencing July 1, 2000, all regardless of
the amount of compensation the Executive may earn or be able to earn with
respect to any other employment that the Executive may obtain or
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be able to obtain (i.e. the Executive shall have no duty to mitigate and the
Company shall have no right to offset).
(c) The Executive shall have the right to terminate his
employment under this Agreement upon thirty (30) days' prior notice to the
Company given within sixty (60) days following the occurrence of any of the
following events:
(i) Executive is not retained as President and Chief Operating
Officer of the Company other than by reason of the expiration of this
Agreement on June 30, 2000, or
(ii) the Company materially reduces the Executive's duties and
responsibilities hereunder and the Executive objects within thirty
(30) days of any such reduction and the Company does not restore such
duties and responsibilities within forty-five (45) days thereafter.
Without limiting the provisions of Section 8 hereof, the Executive's
duties and responsibilities shall not be deemed materially reduced for
purposes hereof solely by virtue of the fact that the Company is (or
substantially all of its assets are) sold to, or is combined with,
another entity provided that the Executive shall continue to have the
same duties and responsibilities with respect to the Company's
business.
If this Agreement is terminated by the Executive as set forth in this Section
7(c), such termination shall be deemed to be a termination by the Company
without cause, with the same effect as otherwise provided in this Agreement.
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8. Change of Control. Notwithstanding anything in this Agreement to
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the contrary (but without limiting Section 11 hereof), if the Executive shall
voluntarily terminate his employment with the Company within one hundred twenty
(120) days after a Change of Control (as hereinafter defined), the Company shall
pay to the Executive an amount at an annual rate (payable in equal monthly
installments) equal to his base salary in effect on the date of termination of
employment for a period from the date of such termination to the date the
Executive commences employment in a position comparable (in compensation and
responsibility) to his employment under this Agreement, but in no event for less
than one (1) year nor more than three (3) years. For purposes of this
Agreement, a "Change of Control" shall mean Xx. Xxxxx and/or the Executive not
controlling, either through direct or beneficial ownership or by contract or
otherwise, in the aggregate, shares of capital stock of the Company sufficient
to elect a majority of the Board of Directors of the Company.
9. "Piggyback" Registration. If at any time (a) before the earlier
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of (i) June 30, 2000 or (ii) the termination of the Executive's employment for
Cause, or (b) after June 30, 2000, provided that the Executive remained in the
employ of the Company through June 30, 2000, unless the Executive's employment
with the Company is terminated for cause after June 30, 2000, the Company
proposes to file a registration statement under the Securities Act of 1933, as
amended (the "Act") on Form S-1, Form S-2 or Form S-3 (or any successors to
those Forms) covering an offering of the Company's Common Stock by the Company
in which any of its shareholders participates, it shall include in the
registration statement such number of the Executive's shares of the Company's
Common Stock as the Executive may designate in his request. If any registration
of which the Executive is given notice pursuant to the preceding sentence shall
be, in whole or
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in part, in connection with an underwritten offering of the Company's Common
Stock, any request by the Executive pursuant to this Section 9 to register the
distribution of the Executive's shares of the Company's Common Stock may, but
need not, specify that those shares are to be included in the underwriting on
the same terms and conditions as the shares of the Company's Common Stock, if
any, otherwise being sold through underwriters. However, if the managing
underwriter or underwriters determine and advise the Company in writing that the
inclusion in the registration of all or a portion of the Executive's shares of
the Company's Common Stock would interfere with the successful marketing of the
other shares of the Company's Common Stock being sold, the Company shall not be
obligated to include the Executive's shares which would interfere with the
successful marketing of the other shares being sold; provided, that the
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Executive's shares are excluded pro rata with the shares of the other
shareholders whose shares are to be included in the registration. If there is an
underwritten offering of the shares of the Company's Common Stock and the
Executive has the opportunity but does not sell his shares of Common Stock to
the underwriter or underwriters, the Executive shall not sell those shares (i)
during the period of distribution of the shares of the Company's Common Stock by
the underwriter or underwriters and (ii) during any further period that
participants in the offering agree not to sell their shares of the Company's
Common Stock at the request of the underwriter or underwriters. Notwithstanding
the foregoing, the Company shall not be obligated to include the Executive's
shares of Common Stock in a registration statement if, the sale of the
Executive's shares of Common Stock would be exempt from the registration
requirements of the Act and, if requested, the Company has delivered to the
Executive an opinion of counsel to the Company that such Common Stock is so
exempt. In connection with any registration of all or a portion of the
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Executive's shares of the Company's Common Stock as contemplated by this Section
9, the Executive shall pay such of the expenses of such registration as the
other shareholders included in such registration, in the proportion that the
Executive's shares subject to the registration bear to the total number of
shares of all shareholders whose shares are subject to the registration.
The Company shall indemnify the Executive and his heirs, estate and
personal representatives and hold each of them harmless against any damage,
loss, cost or expense (including, without limitation, reasonable attorneys' fees
and expenses) arising out of any untrue statement or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact
required to be stated in any registration statement or prospectus relating to
the distribution of the Executive's shares of the Company's Common Stock, except
to the extent the damage, loss, cost or expense arises out of a statement or
omission that was based upon information furnished in writing to the Company by
the Executive for use in the registration statement or prospectus. The Executive
shall indemnify the Company, its directors, officers, employees, agents and
affiliates and their respective successors and assigns and hold each of them
harmless against any damage, loss, cost or expense (including, without
limitation, reasonable attorneys' fees and expenses) arising out of any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact required to be stated in any registration
statement or prospectus relating to the distribution of his shares of the
Company's Common Stock to the extent the damage, loss, cost or expense arises
out of a statement or omission that was based upon information furnished in
writing to the Company by the Executive for use in the registration statement or
prospectus. Promptly after receipt by an indemnified party of notice of the
commencement of any action for which such
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indemnified party is entitled to indemnification hereunder, the indemnified
party shall notify the indemnifying party. Failure to give such a notice shall
not affect any liability the indemnifying party may have to the indemnified
party otherwise than under this paragraph, except to the extent that the failure
to notify shall have a material adverse affect on the indemnifying party's
ability to defend the action. The indemnifying party may participate in the
action or may assume the defense of the action, with counsel reasonably
satisfactory to the indemnified party. After giving notice of such an assumption
of the defense, the indemnifying party shall not be responsible for any legal or
other expenses subsequently incurred by the indemnified party in connection with
the defense other than the reasonable costs of investigation. Unless the
indemnifying party shall fail to assume the defense of an action for which the
indemnifying party is obligated to provide indemnification hereunder, the
indemnified party shall not settle any claim or action without the consent of
the indemnifying party.
10. Miscellaneous.
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(a) This Agreement shall be governed by and construed in
accordance with the law of California applicable to agreements made and to be
performed in California, and without regard to its principles of conflicts of
law.
(b) This Agreement sets forth the entire understanding and
agreement between the Company and the Executive with respect to its subject
matter, supersedes all previous agreements between them relating to such subject
matter (whether written or oral), all of which are merged herein. Notwith-
standing the immediately preceding sentence, (i) the Existing Employment
Agreement shall remain in full force and effect through June 30, 1995, and shall
govern the Executive's employment with
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the Company through that date even if the Agreement is executed and delivered
prior to that date; and (ii) all rights granted to the Executive pursuant to
Section 4(d) of the Existing Agreement shall continue to be applicable even
after the end of the term of the Existing Employment Agreement. It is the
intention of the Executive and the Company that nothing in this Agreement affect
the options granted to the Executive pursuant to the Existing Employment
Agreement. This Agreement shall nonetheless be a valid and binding agreement
from its date of execution. There are no representations between the parties
with respect to the subject matter hereof, other than those set forth herein.
(c) Any notice or other communication under or relating to this
Agreement shall be in writing and shall be considered given when actually
received by the intended recipient and shall be delivered personally or mailed
by certified mail, return receipt requested (postage paid), or by telecopy if
sent before 4:00 p.m. (California time) on a business day, to the parties at
their respective addresses or facsimile numbers, as the case may be, set forth
below (or at such other address, or facsimile number, as a party may specify by
notice to the other):
If to the Company, to it at:
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attn: Chairman
Fax No.: (000) 000-0000
Xxxxxx Xxxx Xxxxxxxx, Esq.
Xxxxxx Xxxxxx Flattau & Klimpl, LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Fax No.: (000) 000-0000
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If to the Executive, to him at:
0000 Xxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxxx 00000-0000
Fax No.: (000) 000-0000
with a copy to:
Xxxx X. Xxxxxxxxxx, Esq.
Xxxxx Xxxxxxx Xxxxxxx & Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax No.: (000) 000-0000
(d) The failure of a party to insist upon strict adherence to any
term or provision of this Agreement on any one occasion shall not be considered
a waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or provision on any other occasion or any other term or
provision of this Agreement. Any waiver shall be limited to the instance for
which it is given. This Agreement may not be waived, amended, modified or
altered, except by an instrument in writing duly executed by each of the Company
and the Executive.
(e) The invalidity or unenforceability of any term or provision
of this Agreement shall not affect the validity or enforceability of the
remaining terms or provisions of this Agreement which shall remain in full force
and effect and any such invalid or unenforceable term or provision shall be
given full effect as far as possible. If any term or provision of this agreement
is invalid or unenforceable in one jurisdiction, it shall not affect the
validity or enforceability of that term or provision in any other jurisdiction.
(f) This Agreement is not assignable by either party, except that
it shall inure to the benefit of and be binding upon any person or entity which
is a successor to the Company by merger or consolidation or which acquires all
or substantially all of the Company's assets; provided such successor
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assumes all of the obligations of the Company, and it shall inure to the benefit
of the heirs, estate and legal representatives of the Executive.
11. No Parachute Payments. Notwithstanding anything in this
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Agreement to the contrary, if, at any time after the date hereof, the Company
obtains a written opinion of tax counsel to the Company ("Tax Counsel") to the
effect that there exists a substantial likelihood that any payment to which the
Executive would (but for the application of this Section 11) be entitled under
this Agreement would (but for such application) then be treated as an excess
parachute payment (as such term is defined in Section 280G of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations promulgated
thereunder), then this Agreement shall be amended by adjusting the amounts,
timing and manner of determination of the payments to which the Executive is
entitled hereunder to the extent and in the manner necessary so that, in the
opinion of Tax Counsel, there does not exist a substantial likelihood that any
payment that the Executive is entitled to under this Agreement (as so amended)
will be treated as an excess parachute payment, and otherwise in an equitable
fashion.
12. Headings. Section headings are inserted herein for convenience
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of reference only, shall have no substantive aspect and shall not be taken into
account in connection with the interpretation or construction of this Agreement.
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IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the day and year first above written.
xxxx xxxxx productions, inc.
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Chairman
/s/ Xxxxxxx X. Xx Xxxxx
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Xxxxxxx X. Xx Xxxxx
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