EXHIBIT 10.32
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, between Telemundo Group, Inc., a
Delaware corporation (the "Company"), and Xxxxxxx X. Xxxxxx (the "Executive"),
dated as of September 10, 1997.
1. EMPLOYMENT AND TERM. The Company hereby agrees to employ
Executive, and Executive hereby agrees to enter into such employment as Vice
President, General Counsel and Secretary of the Company reporting to the
President and Chief Executive Officer of the Corporation (or such executive or
senior vice president of the Company as the President and Chief Executive
Officer may designate) for the period commencing on November 15, 1997 and ending
on December 31, 1999; PROVIDED, HOWEVER, that effective on January 1, 2000 and
on each January 1 thereafter, the term of this Agreement shall be extended for
an additional period of one year from the then current expiration date unless
the Company or Executive shall have given written notice to the other of its or
his election not to so extend the term of this Agreement on or before the
immediately prior September 1, subject, however, to earlier termination as
provided in Section 9 herein (the "Employment Period"). The Executive also
agrees, during the Employment Period, to serve (without additional compensation)
on the Board of Directors (and appropriate committees thereof) of the Company,
if requested by the Company.
2. TERMS OF EMPLOYMENT. (a) During the Employment Period,
Executive agrees, subject to the provisions of Section 9(d)(ii) of this
Agreement, to devote all but a DE MINIMUS amount of his business time and
attention to the business and affairs of the "Telemundo Group" (as defined
below) and to use his best efforts to perform faithfully and efficiently such
responsibilities. For purposes of this Agreement, the term "Telemundo Group"
shall mean any and all of the Company and any of its current or future divisions
or subsidiaries.
(b) The principal place of employment of Executive shall be
Hialeah, Florida. Executive understands and agrees that in connection with his
employment hereunder, he may be required to travel extensively on behalf of the
Telemundo Group.
3. BASE SALARY. During the Employment Period Executive shall
receive a base salary (the "Base Salary") as follows. For the period of the
Employment Period beginning on November 15, 1997 and ending on May 13, 1998, the
Base Salary shall be payable to Executive at an annual rate of $150,000. For the
period of the Employment Period beginning on May 14, 1998 and ending on May 13,
1999, the Base Salary shall be payable to Executive at an annual rate to be
mutually agreed upon by Executive and the Company after negotiating in good
faith, but in no event shall the Base Salary be increased by an amount
equivalent to less than ten percent of the then current Base Salary. For the
period of the Employment Period beginning on May 14, 1999 and ending on December
31, 1999, the Base Salary shall be payable to Executive at an annual rate to be
mutually agreed upon by Executive and the Company after negotiating in good
faith, but in no event shall the then current Base Salary be increased by an
amount equivalent to less than ten percent of the then current Base Salary. The
Base Salary shall be payable consistent with the executive payroll practices of
the Company. Executive acknowledges and agrees that he has been paid in full his
Base Salary for periods prior to the effective date of this Agreement.
4. BONUS. (a) For the 1997 fiscal year (or portion thereof)
during the Employment Period, Executive will be paid a performance bonus in an
amount equivalent to twenty percent of Executive's then current Base Salary
("Performance Bonus"). In addition, for each of the 1998 and 1999 fiscal years
and any subsequent fiscal years (or portion thereof) during the Employment
Period, Executive will be paid, in addition to the Budget Bonus described in
Section 4(b) below, a Performance Bonus in an amount equivalent to fifteen
percent of Executive's then current Base Salary. All Performance Bonuses shall
be awarded based solely upon an assessment of the Executive's performance of his
duties hereunder during the applicable fiscal year and without regard to the
financial condition or performance of the Company. Executive shall receive the
Performance Bonuses only if Executive is employed by the Company on the last day
of the fiscal year to which the Performance Bonus relates, subject to the
provisions of Sections 9(a), 9(c) and 9(d).
(b) For each of the 1998 and 1999 fiscal years and any
subsequent fiscal years (or portion thereof) during the Employment Period,
Executive will be paid an additional bonus (the "Budget Bonus") based upon the
Company's achievement of targets with respect to its earnings, before interest,
taxes, depreciation and amortization ("EBITDA") during such fiscal year (which
fiscal year target shall not be greater than the Company's budget for EBITDA for
such fiscal year), as follows (the Performance bonus and the Budget Bonus are
hereinafter collectively referred to as the "Bonus"). During the first quarter
of each such fiscal year, the Compensation Committee shall establish a budgeted
EBITDA target (the "EBITDA Target") for such fiscal year and notify Executive in
writing of the EBITDA Target. Pursuant to subsection (c), the Committee shall
determine the Company's EBITDA for such fiscal year and shall notify Executive
of its determination of the amount of the Company's EBITDA for such fiscal year
and of the amount of Executive's Budget Bonus for such year, which Budget Bonus
shall be equal to (i) no less than 15% of Executive's Base Salary for such
fiscal year if the Company's EBITDA is 100% or more of the EBITDA Target, (ii)
no less than 5% of Executive's Base Salary for such fiscal year if the Company's
EBITDA is 90% of the EBITDA Target and (iii) pro rated between 5% and 15% of
Executive's Base Salary for such fiscal year if the Company's EBITDA is more
than 90% of the EBITDA Target but less than 100% of the EBITDA Target. Executive
shall be paid no Budget Bonus for any such fiscal year in which the Company's
EBITDA is less than 90% of the EBITDA Target for such fiscal year; PROVIDED,
HOWEVER, that on each May 14 during the Employment Period, the Company and
Executive shall in good faith meet to negotiate an appropriate increase in the
percentage of Executive's Base Salary payable during the applicable fiscal year
upon the Company's achievement of the relevant EBITDA Targets.
(c) Each Budget Bonus shall be paid upon certification by
the Compensation Committee (which the Compensation Committee will make within 30
days after the certification by the Company's independent auditors of the
financial statements for such fiscal year) that the performance targets
entitling Executive to a Budget Bonus with respect to such fiscal year have been
met. If the Compensation Committee so certifies, the Budget Bonus will be paid
promptly but in no event later than ten days after such certification.
(d) For purposes of this Agreement, the "Compensation
Committee" shall mean a committee consisting of at least two (2) directors of
the Company, each of whom is a "non-employee director" within the meaning of
Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an
"outside director" within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended.
5. EMPLOYEE BENEFIT PLANS; ETC. (a) Executive shall be
entitled during the Employment Period to participate in all retirement,
disability, pension, savings, medical, insurance
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and other plans of the Company generally available to all senior executives
(other than any performance based bonus or option (or similar) plans). Executive
shall be entitled to paid vacations during each year of his employment
consistent with the Company's vacation policy for executive level employees
(which shall provide for at least 20 vacation days per year).
(b) The Company agrees that it will provide Executive, in
his capacity as an officer and, if applicable, as a director, with
indemnification rights which are not materially less favorable to the Executive,
in his capacity as an officer and as a director, than those provided as of the
date of this Agreement in the By-laws of the Company.
6. [Intentionally omitted]
7. STOCK OPTION AGREEMENTS. The parties hereto acknowledge
having heretofore entered into a Nonqualified Stock Option Agreement For
Corporate Officers dated June 12, 1997 (the "Initial Stock Option Agreement")
with respect to an aggregate of 5,000 shares of the Company's Series A Common
Stock, par value $.01 per share (the "Common Stock"). Contemporaneously with and
in connection with the execution of this Agreement, the parties hereto are
entering into a Nonqualified Stock Option Agreement for Corporate Officers,
dated September 10, 1997, with respect to an aggregate of 10,000 shares of
Common Stock (the "September Option Agreement") (the September Option Agreement
and the June Option Agreement are hereinafter collectively referred to as the
"Stock Option Agreements").
8. EXPENSES. The Company shall reimburse Executive for all
reasonable expenses properly incurred by him in accordance with the policies of
the Telemundo Group in effect from time to time, on behalf of the Telemundo
Group in the performance of his duties hereunder, provided that proper vouchers
are submitted to the Company by Executive evidencing such expenses and the
purposes for which the same were incurred.
9. TERMINATION. The Company shall have the right to terminate
Executive's employment only as expressly provided in this Agreement.
(a) DEATH OR DISABILITY. Except as otherwise provided
herein, this Agreement shall terminate automatically upon Executive's death.
The Company may terminate this Agreement after having
established Executive's "Disability" (as defined below), by giving Executive
written notice of its intention to terminate Executive's employment. For
purposes of this Agreement, "Disability" means Executive's inability to perform
substantially all his duties and responsibilities to the Telemundo Group by
reason of a physical or mental disability or infirmity (i) for a continuous
period of twelve consecutive months or (ii) at such earlier time as Executive
submits medical evidence satisfactory to the Company or the Board of Directors
determines in good faith and upon competent medical advice that Executive has a
physical or mental disability or infirmity that will likely prevent Executive
from substantially performing his duties and responsibilities for twelve
consecutive months or longer. The date of Disability shall be the day on which
Executive receives notice from the Company pursuant to this Section 9.
Upon termination of Executive's employment because of death
or Disability, the Company shall pay Executive or his estate or other personal
representative (i) within 60 days, the
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amount of Executive's Base Salary earned up to the date of death or Disability
as the case may be, through the date of termination, (ii) all benefits and other
items referred to in Sections 5 and 8 which are due up to the date of death or
Disability and (iii) when otherwise due in accordance with the provisions of
Section 4, the Bonus, if any, earned for the year in which such termination
occurred, without regard to whether Executive is an employee of the Company on
the last day of such fiscal year.
(b) CAUSE AND RESIGNATION WITHOUT GOOD REASON. The Company
shall have the right to terminate Executive's employment for "Cause" as defined
below. Except as provided in Section 15 herein, (i) upon termination of
Executive's employment for Cause or (ii) upon Executive's resigning as an
employee without Good Reason, this Agreement shall terminate and the Executive
shall not be entitled to receive any compensation or other benefits other than
(x) Base Salary earned up to the date of termination and (y) all benefits and
other items referred to in Sections 5 and 8 which are due up to the date of
termination or resignation. Notwithstanding anything herein to the contrary,
Executive shall have the right to resign without Good Reason and terminate this
Agreement at any time within six months after a Change of Control Transaction
(as defined in the June Option Agreement) occurs, without any obligation or
liability to the Company, effective upon thirty days' prior written notice to
the Company, in which event this Agreement shall terminate (including the
provisions of Section 10 and 11 hereof) and the Executive shall not be entitled
to receive any compensation or other benefits other than (x) Base Salary earned
up to the date of resignation and (y) all benefits and other items referred to
in Sections 5 and 8 which are due up to the date of resignation.
For purposes of this Agreement, "Cause" shall mean (i) the
willful and continued failure by Executive to perform substantially all his
duties to the Company or the failure by the Executive to comply with the
reasonable written policies, procedures and directives of the President and
Chief Executive Officer (other than any such failure resulting from his death or
Disability), in each case after being given written notice by the President and
Chief Executive Officer of a failure to perform or comply (which notice
specifically identifies the manner in which Executive has failed to perform or
comply) and a reasonable opportunity to cure such noncompliance or
nonperformance; (ii) the willful misconduct by Executive in the performance of
his duties to the Company, provided that (for purposes of this clause (ii) only
and not for any other purpose or interpretation of this Agreement) an act shall
be considered "willful" only if done in bad faith and not in the best interests
of the Company; (iii) the grossly negligent performance by Executive of his
duties to the Company; (iv) the conviction of Executive by a court of competent
jurisdiction of the commission of (x) a felony or (y) a crime involving moral
turpitude; or (v) a material breach by Executive of Sections 10 or 11 hereof.
Notwithstanding the foregoing, the Company shall not be
entitled to terminate Executive for any of the reasons specified in clause (i),
(ii), (iii) or (v) of the immediately preceding paragraph unless the Company
shall have provided at least five business days' prior written notice to
Executive, which prior written notice shall state the general facts,
circumstances or deficiencies supporting a claim for Cause termination and after
affording Executive an opportunity to be heard before the President and Chief
Executive Officer.
(c) TERMINATION WITHOUT CAUSE; NON-RENEWAL. Notwithstanding
anything to the contrary contained herein, the Company shall have the right to
terminate the employment of
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Executive at any time without Cause and the Company shall be entitled to
determine, in its sole and absolute discretion, not to extend the Employment
Period as provided in Section 1. Upon a termination without Cause, except as
provided in Section 15, this Agreement shall terminate and the Executive shall
not be entitled to receive any compensation or other benefits, except that the
Company shall (i) through the later of December 31, 1999 or the date which is
six months after the date of termination of Executive's employment (the
"Entitlement Date") continue to pay to Executive the Base Salary in effect
immediately prior to the date of termination, such payments to be made in
installments at the times such amounts would have been paid if the Agreement had
not been so terminated, and (ii) pay to the Executive, when otherwise due in
accordance with Section 4, the Bonus, if any, earned for the fiscal year in
which such termination occurs, without regard to whether Executive is employed
on the last day of such fiscal year, and (iii) through the Entitlement Date
continue Executive's benefits and other items referred to in Section 5 or, to
the extent the Company is legally unable to provide any such benefits or other
items as a result of Executive no longer being an employee, reimburse Executive
for his cost (not to exceed the actual cost to the Company if he were still an
employee) of obtaining the equivalent coverage and benefits. During the period
in which, Executive receives the payments required by the immediately preceding
sentence, Executive shall be subject to the provisions set forth in Sections 10
and 11 below. In the event that Company elects not to extend the Employment
Period, then, absent any termination pursuant to Section 9, the Company shall
continue paying to Executive his Base Salary during the period, if any,
beginning on the date Executive's employment terminates and ending on the date
which is six months after the date on which the Company gives its notice of
non-renewal to Executive. During the period in which Executive receives the
payments required by the immediately preceding sentence, Executive shall be
subject to the provisions set forth in Sections 10 and 11 below.
(d) TERMINATION FOR GOOD REASON.
(i) Executive shall have the right to terminate his
employment under this Agreement upon the occurrence of any event that
constitutes Good Reason by giving written notice to the Company. "Good Reason"
means any of the following: (A) a Diminution in Duty (as defined below), (B) a
Designated Relocation (as defined below) or (C) any Other Good Reason Event (as
defined below); PROVIDED, HOWEVER, that Good Reason shall not be deemed to have
occurred prior to the giving of written notice by the Executive to the Company
generally describing the alleged Good Reason, and the actions the Executive
believes are necessary to cure such alleged Good Reason, and the Company's
failure to so cure within 15 days of receipt of such notice. The giving of such
notice and the action or failure to take action by the Company shall be
irrelevant in determining whether a Good Reason has in fact occurred. Upon a
termination for Good Reason, except as provided in Section 15, this Agreement
shall terminate and the Executive shall not be entitled to receive any
compensation or other benefits other than the Company shall (i) through the
Entitlement Date continue to pay to Executive the Base Salary in effect
immediately prior to the date of termination, such payments to be made in
installments at the times such amounts would have been paid if the Agreement had
not been so terminated, (ii) pay to the Executive, when otherwise due in
accordance with Section 4, the Bonus, if any, earned for the fiscal year in
which such termination occurs, without regard to whether Executive is employed
on the last day of such fiscal year and (iii) through the Entitlement Date
continue Executive's benefits and other items referred to in Section 5 or, to
the extent the Company is legally unable to provide any such benefits or other
items as a result of Executive no longer being an employee, reimburse Executive
for his cost (not to exceed the actual cost to the Company if he were still an
employee) of obtaining the equivalent coverage and benefits.
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During such period, Executive shall be subject to the provisions set forth in
Sections 10 and 11 below.
(ii) A "Diminution in Duty" means, without Executive's
express prior written consent, (A) the assignment to Executive of any duties
inconsistent in any respect with Executive's position on the date of this
Agreement, or (B) any adverse change in Executive's status, offices, titles,
reporting requirements, authority, duties or responsibilities as in effect on
the date of this Agreement; PROVIDED, HOWEVER, that after a Change of Control
Transaction a "Diminution in Duty" shall not be deemed to have occurred if
Executive is offered a position with the Company or a successor to any material
part of the Company's business which otherwise meets the requirements of clauses
(A) and (B) of this Section 9(d)(ii).
(iii) "Designated Relocation" means the Company
requiring Executive's work location to be other than within thirty (30) miles of
the Company's current corporate offices in Hialeah, Florida.
(iv) "Other Good Reason Event" means any of the
following: (A) a material breach of this Agreement by the Company (which shall
include, without limitation, any reduction in the amount of any compensation or
benefits provided to Executive under this Agreement), or (B) any termination or
attempted termination by the Company of Executive's employment other than as
expressly permitted in this Agreement.
(e) OFFICER AND BOARD POSITIONS. Upon the termination of
employment with the Company for any reason, Executive shall be deemed to have
resigned any and all of his positions as an officer and a member of the Board of
Directors of the Company and any of its subsidiaries and as a member of any
committees of such Board, effective on the date of termination.
(f) CERTAIN CONDITION. Notwithstanding anything to the
contrary contained in this Section 9, the obligations of the Company under this
Section 9 shall continue only so long as the Executive does not breach his
obligations under Section 10 and 11.
(g) CERTAIN EFFECT. As used in this Agreement, termination
of this Agreement shall also result in and mean termination of the Employment
Period hereunder.
(h) MITIGATION OF DAMAGES. Executive shall have no duty to
mitigate any of his damages in the event of any breach of or default or failure
in performance under this Agreement by the Company.
(i) STOCK OPTIONS. The references in Section 9(a), 9(b),
9(c) or 9(d) to Executive, other than as therein stated, not being entitled to
receive compensation or benefits upon termination of his employment under any of
such Sections shall not affect Executive's rights under the Stock Option
Agreements.
10. CONFIDENTIALITY, ETC. Executive will not divulge, furnish
or make accessible to anyone (otherwise than in the regular course of business
of the Telemundo Group) any confidential information, plans or materials or
trade secrets of the Telemundo Group, or with respect to any other confidential
or secret aspects of the business of the Telemundo Group; PROVIDED, HOWEVER,
that during his employment, Executive shall have the latitude customarily given
a chief
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legal officer to disclose information in good faith for the benefit of
the Company and its stockholders (taken as a whole). All memoranda, notes,
lists, records and other documents or papers (and all copies thereof), including
such items stored in computer memories, on microfiche or by any other means,
made or compiled by or on behalf of Executive, or made available to him relating
to the Telemundo Group are and shall be the Company's property and shall be
delivered to the Company promptly upon the termination of his employment with
the Company; PROVIDED, HOWEVER, that (i) this obligation shall not apply to
information that (A) is not confidential (other than as a result of Executive's
breach of this Section) and (B) does not contain certain trade secrets of the
Company, (ii) Executive shall have the right to retain such of the foregoing as
shall be reasonably necessary to enforce his rights under this Agreement and to
comply with and enforce his rights, including the right to defend himself
against claims, provided copies of such retained information are provided to the
Company and the retained information remain subject to the provision of this
Section, and (iii) Executive shall have no obligation to return information that
is no longer in his possession, custody or control. This Section 10 shall
survive the expiration or termination of this Agreement, the Employment Period
and the term of employment; PROVIDED, HOWEVER, that if Executive's employment is
terminated pursuant to Section 9(c) or Section 9(d), then this Section 10 will
terminate on the Entitlement Date.
11. NO INTERFERENCE; AFFILIATE TRANSACTIONS. (a) During the
Employment Period, Executive will not, directly or indirectly, for himself, or
as agent of or on behalf of, or in conjunction with, any person, firm,
corporation, or other entity, engage or participate in the Company Business (as
hereinafter defined), whether as employee, consultant, partner, principal,
shareholder or representative, or render advisory or other services to or for
any person, firm, corporation or other entity, which is engaged, directly or
indirectly, in the Company Business; PROVIDED, HOWEVER, that (i) Executive may
own less than 5% of the common stock of a publicly traded company that is
engaged in the Company Business and (ii) Executive may own Common Stock and
securities convertible into Common Stock (or securities into which Common Stock
is converted in any business combination transaction). For purposes of this
Section 11(a), "Company Business" shall mean and be limited to any of (x) the
provision of Spanish language television programming in the United States (which
includes Puerto Rico), (y) the ownership of television broadcast stations,
networks or any over-the-air television signal, and cable in the United States
(which includes Puerto Rico) that broadcast primarily Spanish language
programming, and (z) the sale of television advertising time and programs inside
and outside the United States (which includes Puerto Rico) for Spanish language
television stations, cable and networks.
(b) During the Employment Period and for one year after
such period, Executive agrees and covenants that he will not interfere directly
or indirectly in any way with the Company. "Interfere" means to influence or
attempt to influence, directly or indirectly, present or active prospective
customers, employees, suppliers, performers, directors, representatives, agents
or independent contractors of the Company, or any of its network affiliates to
restrict, reduce, sever or otherwise alter their relationship with the Telemundo
Group or any of its network affiliates.
(c) Executive agrees that during the Employment Period, he
will not at any time enter into, on behalf of the Telemundo Group, or cause the
Telemundo Group to enter into, directly or indirectly, any transactions (each, a
"Transaction") with any business organization in which he or, to his knowledge
after due inquiry, any member of his family may be interested as a partner,
trustee, director, officer, employee, shareholder, lender of money or guarantor,
except to the
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extent disclosed to the Company and agreed to by the board of directors of the
Company in writing. Executive will use his best efforts to ensure that any
Transaction is disclosed to the Board of Directors of the Company and approved
thereby prior to entering into a contract relating thereto and/or consummation
thereof, as contemplated by the preceding sentence.
(d) From and after the termination of Executive's
employment, Executive shall not disparage the Company, its officers, directors,
employees or business, nor shall the Company or any of its officers, directors,
employees or agents disparage the Executive or members of his family, and
neither party shall disclose any facts relating to such termination; provided,
that nothing contained in this Section 11(d) shall restrict the parties from
making any statements or disclosure believed necessary to enforce in any
judicial or similar proceeding the provisions of this Agreement or as a party
believes may be required by applicable law.
(e) In the event any court having jurisdiction determines
that any part of this Section 11 is unenforceable, such court shall have the
power to reduce the duration or scope of such provision and such provision, in
its reduced form, shall be enforceable. This Section 11 shall survive the
expiration or termination of this Agreement and the Employment Period; PROVIDED,
HOWEVER, that if Executive's employment is terminated pursuant to Section 9(c)
or Section 9(d), then this Section 11 will terminate on the Entitlement Date.
12. INJUNCTIVE RELIEF. Executive acknowledges that the
provisions of Sections 10 and 11 herein are reasonable and necessary for the
protection of the Telemundo Group and that the Telemundo Group will be
irrevocably damaged if such provisions are not specifically enforced.
Accordingly, Executive agrees that, in addition to any other relief to which the
Company may be entitled in the form of damages, the Company shall be entitled to
seek and obtain injunctive relief from a court of competent jurisdiction
(without the posting of a bond therefor) for the purposes of restraining
Executive from any actual or threatened breach of such provisions.
13. REMEDIES; SERVICE OF PROCESS.
(a) Except when a party is seeking an injunction or
specific performance hereunder, the parties agree to submit any dispute
concerning this Agreement to binding arbitration. The parties may agree to
submit the matter to a single arbitrator or to several arbitrators, may require
that arbitrators possess special qualifications or expertise or may agree to
submit a matter to a mutually acceptable firm of experts for decision. In the
event the parties shall fail to thus agree upon terms of arbitration within
twenty (20) days from the first written demand for arbitration, then such
disputed matter shall be settled by arbitration under the Rules of Employment
Arbitration of the American Arbitration Association, by three arbitrators
appointed in accordance with such Rules. Such arbitration shall be held in
Miami, Florida. Once a matter has been submitted to arbitration pursuant to this
Section, the decision of the arbitrators shall be final and binding upon all
parties. The cost of arbitration shall be shared equally by the parties and each
party shall pay the expenses of his/its attorneys, except that the arbitrators
shall be entitled to award the costs of arbitration, attorneys and accountants'
fees, as well as costs, to the party that they determine to be the prevailing
party in any such arbitration.
(b) The Company and Executive hereby irrevocably consent to
the jurisdiction of the Courts of the State of Florida and of any Federal Court
located in such State in
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connection with any action or proceedings arising out of or relating to the
provisions of Sections 10 and 11 of this Agreement. Executive further agrees
that he will not commence or move to transfer any action or proceeding arising
out or relating to the provisions of Sections 10 and 11 of this Agreement to any
Court other than one located in the State of Florida. In any such litigation,
Executive waives personal service of any summons, complaint or other process and
agrees that the service thereof may be made by certified mail directed to
Executive at his address for purposes of notice under Section 17(b) hereof.
14. SUCCESSORS. This Agreement and the rights and obligations
hereunder are personal to Executive and without the prior written consent of the
Company and Executive shall not be assignable.
15. SURVIVAL OF PROVISIONS. Notwithstanding anything to the
contrary contained herein, the provisions of Sections 5(b), 9, 10, 11, 12, 13,
14, 15 and 17 hereof shall survive the termination or expiration of this
Agreement, irrespective of the reasons therefor.
16. [Intentionally omitted]
17. MISCELLANEOUS. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, without reference
to principles of conflict of laws.
(b) All notices and other communications hereunder shall be
in writing and shall be deemed to have been duly given if delivered, telecopied
or mailed, certified or registered mail, return receipt requested:
If to Executive:
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000
If to the Company:
Telemundo Group, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Phone: (000) 000-0000
Telecopy No.: (000) 000-0000
or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notices and communications shall be effective
when actually received by the addressee or upon refusal if properly delivered.
(c) The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.
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(d) Executive represents and warrants that he is not a
party to any agreement, contract or understanding, whether employment or
otherwise, which would in any way restrict or prohibit him from undertaking or
performing employment in accordance with the terms and conditions of this
Agreement.
(e) This Agreement and the Stock Option Agreements set
forth the entire understanding of the parties with respect to the subject matter
hereof, and no statement, representation, warranty or covenant has been made by
either party except as expressly set forth herein. This Agreement shall not be
changed or terminated orally. This Agreement supersedes and cancels all prior
agreements between the parties, whether written or oral, relating to the
employment of Executive. The headings and captions contained in this Agreement
are for convenience only and shall not be deemed to affect the meaning or
construction of any provision hereof.
(f) If, at any time subsequent to the date hereof, any
provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal, void or unenforceable, such provision shall be of no force and
effect, but the illegality or unenforceability of such provision shall have no
effect upon and shall not impair the enforceability of any provision of this
Agreement.
(g) The Company's failure to insist upon strict compliance
with any provision hereof shall not be deemed to be a waiver of such provision
or any other provision hereof. Executive's failure to insist upon strict
compliance with any provision hereof shall not be deemed to be a waiver of such
provision or any other provision hereof.
(h) This Agreement shall inure to the benefit of and be
binding upon any successor to the Company and shall inure to the benefit of
Executive's successors, heirs and personal representatives.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, Executive has hereunto set his hand and,
pursuant to the authorization from its Board of Directors, the Company has
caused these presents to be executed in its name and on its behalf, all as of
the day and year first above written.
/S/ XXXXXXX X. XXXXXX
-----------------------------------
Xxxxxxx X. Xxxxxx
TELEMUNDO GROUP, INC.
By: /S/ XXXXXX X. XXXXXXXXX
---------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President and Chief Executive Officer
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