EXHIBIT 10.10
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is entered into as of
October 10, 1996 between Metro-Xxxxxxx-Xxxxx Inc., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxxx ("Executive").
The parties agree as follows:
1. Employment and Title. Effective as of October 10, 1996, the
--------------------
Company employs Executive as, and Executive accepts employment to serve as,
Senior Executive Vice President and General Counsel, all upon the terms and
conditions set forth in this Agreement, including the powers and authority set
forth in Paragraph 2 below.
2. Powers and Authority.
--------------------
(a) During the Term, as defined in Paragraph 6 below, Executive
shall be Senior Executive Vice President and General Counsel, and, subject to
the direction of the Chief Executive Officer of the Company (the "CEO"), shall
be the chief legal officer of the Company and its subsidiaries, and shall be in
charge of all legal matters (excluding matters under the purview of the
Theatrical Business Affairs Division of the Company).
This shall include, in conjunction with the heads of the various operating units
of the Company, responsibility for business affairs and legal matters and all
lawyers and business affairs executives in the various operating units of the
Company and its subsidiaries (excluding matters and employees under the
purview of the Theatrical Business Affairs Division of the Company). Such
responsibility shall include the review of the hiring, performance, promotion
and compensation of any such employee, and the right to approve any counsel
retained by the Company or its subsidiaries (including counsel retained by any
operating unit of the Company and its subsidiaries, including the Theatrical
Business Affairs Division of the Company). The responsibilities of the Legal
Division of the Company shall include all corporate legal affairs, all
litigation matters, and entertainment legal affairs and certain business affairs
matters including those relating to film acquisitions, long term producer
arrangements, film financings, co-productions and similar arrangements. The
responsibilities of Executive shall also include the joint responsibility with
the Chief Financial Officer of the Company, if any, subject to the direction of
the Vice Chairman of the Company (the "VC"), for the identification, development
and negotiation of transactions including mergers, acquisitions, divestures,
investments, equity and debt financings, corporate restructuring, joint ventures
and strategic partnerships and participation in the Company's relationships with
existing and future creditors, investors and joint venture partners.
(b) Executive's services shall be exclusive to the Company and
its Subsidiaries, Executive shall devote Executive's best efforts and
Executive's full business
2
time (except as provided in the following sentence) to the services to be
performed hereunder. Executive may serve on the boards of directors of (but in
no other capacity for) other companies and non-profit organizations, may manage
the investment of Executive's personal assets, and may make new investments of
Executive's personal assets in other companies so long as such activities do not
materially interfere with Executive's duties hereunder and (other than
investments not to exceed 10% of the total outstanding in publicly or privately
traded securities) such companies do not directly compete with the Company.
(c) Executive agrees to comply with the Company's policies and
procedures as in effect from time to time to the extent that such policies are
furnished to Executive and are not inconsistent with the terms hereof.
3. Location. The location of Executive's principal place of
--------
employment shall be in the Company's principal executive offices in the greater
Los Angeles, California area; provided, however, that Executive shall perform
such occasional services outside of Los Angeles as are, in the reasonable
determination of the Executive, the VC or the CEO, reasonably required for the
proper performance of his duties under this Agreement.
3. Reporting. Executive shall report to the VC (or, if such position
---------
ceases to exist, to the person with substantially the same responsibilities as
the VC, such as a chief operating officer).
3
5. Availability. Each party represents and warrants to the other
------------
that it has the full power and authority to enter into and perform its
obligations under this Agreement and that its execution of and performance
under this Agreement shall not constitute a default under or breach of the terms
of any other agreement or order of any court or governmental authority to which
it is a party or under which it is bound. Each party shall defend and hold
harmless the other for any and all claims, demands, losses or damages (including
reasonable attorneys' fees) arising from any action against any such party due
to a breach of any representation and warranty contained in this Paragraph or
based upon any allegations of interference with contractual obligations or the
like relating to the negotiation or execution of this Agreement.
6. Term. Subject to the provisions for earlier termination set forth
----
in Paragraph 11, the term of Executive's employment hereunder shall commence on
the effective date and continue through October 9, 2001 (the "Term"). Neither
the Company nor Executive will have any obligations to renew or extend this
Agreement beyond the Term.
7. Compensation.
------------
(a) Salary and Bonus. In full consideration for the services to
----------------
be rendered by Executive, and in full discharge of the Company's salary
obligations, Company shall pay to Executive and Executive shall accept:
4
(i) an annualized base salary of $550,000 during the first
twelve month period of the Term, $600,000 during the second twelve month
period, $650,000 during the third twelve month period, $700,000 during the
fourth twelve month period and $750,000 during the fifth twelve month
period (each amount less tax withholdings required by law and other
voluntary deductions authorized by Executive), payable bi-weekly in arrears
commencing on the first regular bi-weekly payment date; and
(ii) an annual guaranteed bonus of $100,000 (less tax
withholdings required by law and other voluntary deductions authorized by
Executive), payable on or before January 10 following the expiration of
each calendar year and payable at the end of the Term for the last year of
the Term; and
(iii) an annual discretionary bonus, or such applicable prorated
portion thereof for any partial Company fiscal year during the Term (less
tax withholdings required by law and other voluntary deductions authorized
by Executive), to be determined in the sole discretion of the CEO, payable
on the first day of the second month following the completion of each
Company fiscal year ending in the Term (and within forty-five days
following the end of the Term with respect to the last partial Company
fiscal year); and
5
(iv) participation in the P&F Acquisition Corp. and
Metro-Xxxxxxx-Xxxxx Inc. 1996 Management Stock Option and Bonus Plan(s)
(the "Plan") in the amounts designated on page A-9 of Exhibit A thereto
(i.e., 2,150 Series A Options (and Bonus Interests) and 2,360 Series B
Options).
(b) Other Benefits. Executive shall be entitled to the
--------------
following additional benefits: a car allowance and four (4) weeks vacation in
accordance with Company policy applicable to employees of Executive's seniority,
salary and title; first-class air travel for Executive and Executive's spouse
when accompanying Executive on travel to the extent, in Executive's reasonable
judgement, the presence of Executive's spouse is required or advisable in the
Company's interest in the discharge of Executive's duties.
(c) Business Expenses. During the Term, the Company shall pay or
-----------------
reimburse Executive promptly for all reasonable business expenses incurred by
Executive in the performance of Executive's duties under this Agreement if
properly substantiated and in accordance with the Company's policies and
procedures applicable to employees of Executive's seniority, salary and title.
(d) Insurance. During the Term, Executive shall be entitled to
---------
and shall be accorded all rights and benefits under any disability insurance,
health and major medical insurance policy or policies which the Company provides
for its senior officers or
6
employees generally. Nothing in this paragraph shall require the Company to
retain any particular policy or plan, but a reasonable insurance benefit package
shall be maintained.
(e) Employee Benefit Plans. Executive shall be entitled to
----------------------
participate in and/or receive all other employee benefits under any 401(k) plan,
savings plan, pension plan and other similar plan or program which the Company
provides for its senior officers or employees generally, all subject to the
terms and conditions of the various benefit plans.
For purposes of this Paragraph 9, and specifically Executive's entitlement to
the various benefits set forth herein, Executive's title shall be deemed to be
equivalent to that of a president of a division of the Company; provided,
however, Executive shall only be entitled to those benefits provided to division
presidents generally and not those provided to only specific division presidents
(e.g., Executive shall not be entitled to bonus payments based on film
performance which such bonuses may be made available to the presidents of the
film divisions of the Company).
8. Compensation in the Event of Termination.
----------------------------------------
(a) If the Agreement is terminated under Paragraph 11(a) or
11(g), Executive or his estate shall receive the compensation provided in
Paragraphs 7(a)(i), 7(a)(ii) and 7(a)(iii), if any, prorated to the date of
termination, and all amounts accrued under
7
benefit plans in which Executive is a participant as of such termination date,
including without limitation the benefits provided in Paragraph 7(a)(iv) in
accordance with the provisions of the Plan.
(b) If the Agreement is terminated under Paragraph 11(b),
Executive shall receive the same compensation and benefits set forth in
Paragraph 8(a), except that the benefits provided in Paragraph 7(d) shall
continue for what would be the remainder of the Term but for such termination
(the "Full Term") in accordance with the terms of each respective policy or plan
(provided, however, that if prior to the expiration of the Full Term Executive
receives any of the types of benefits specified in Paragraph 7(d) from a
subsequent employer, the Company shall immediately cease to provide such types
of benefits received form the subsequent employer).
(c) If the Agreement is terminated under Paragraph 11(c) or
11(e) below, or expires pursuant to its terms, Executive shall receive within 30
days of the date of termination the net present value of the compensation
provided in Paragraphs 7(a)(i) and 7(a)(ii) through the Full Term, discounted at
the 30-day LIBOR rate in effect at the date of termination and the compensation
provided in Paragraph 7(a)(iii), if any, pro rated as specified therein, the
benefits provided in Paragraph 7(a)(iv) in accordance with the provisions of the
Plan, and the benefits provided in Paragraph 7(d) for the Full Term in
accordance with the terms of each respective policy or plan (provided, however,
that it prior to the expiration of the Full Term Executive receives any of the
types of benefits specified in
8
Paragraph 7(d) from a subsequent employer, the Company shall immediately cease
to provide such types of benefits received from the subsequent employer).
(d) If the Agreement is terminated under Paragraph 11(d),
Executive shall not be entitled to receive any payment or benefits following the
date of termination, except as may be accrued to the date of termination, or
vested under the Plan, or any other plan or policies of the Company.
9. Property Rights.
---------------
(a) Executive agrees that all results and proceeds of his
services, including any ideas, programs, formats, plans and arrangements,
composed, conceived or created by him during the period of this employment,
solely or in collaboration with others (collectively, the "Creations"), whether
or not same is made at the request or suggestion of the Company, or during or,
subject to Paragraph 9(b), outside regular hours of work, shall at all times be
and remain the sole and exclusive property of the Company. Executive further
agrees that he will, at the request of the Company, execute and deliver to the
Company, in form satisfactory to the Company, documents evidencing the Company's
ownership to the foregoing; but notwithstanding that no such documents are
executed, the Company, as Executive's employer, shall be deemed the owner
thereof immediately upon creation. Anything in this Agreement to the contrary
notwithstanding, the provisions of this paragraph shall survive the termination,
for any reason, of this Agreement.
9
(b) Notwithstanding Paragraph 9(a) above, the Company shall not
own any Creations created by Executive prior to the Term or solely during
Executive's leisure hours during the Term, which Creation is not related in any
manner to, or derived in any manner from, any projects, concepts and/or
intellectual property of any nature of the Company or any of its affiliates.
Notwithstanding the foregoing, Executive agrees to submit to the Company any
such Creation which Executive desires to commercially exploit, and the Company
will notify Executive within ten (10) business days of receipt if the Company
desires to start negotiations for rights thereto. If no agreement is reached
within thirty (30) days after the start of negotiations, then Executive will
make an offer to the Company for such rights and if the Company does not accept,
Executive may negotiate elsewhere the rights so offered.
10. Existing Employment Agreement. Executive and the Company agree to
-----------------------------
terminate, as of the date of this Agreement, the current Employment Agreement
dated as of November 3, 1994 between Executive and the Company. In full
satisfaction and settlement of all amounts due to Executive under the current
Employment Agreement, promptly following execution of this Agreement Executive
shall receive (i) 323 units of P&F Capital Stock, consisting of 4/9 of a share
of P&F Common Stock and 5/9 of a share of P&F Series A Convertible Preferred
Stock; and (ii) cash of $216,000, out of which the Company shall make tax
withholdings required by law and other voluntary deductions authorized by
Executive.
10
11. Termination. Executive's employment shall terminate:
-----------
(a) Upon the death of Executive.
(b) At the option of the Company, if Executive is disabled.
Disability shall mean Executive's inability to substantially perform his duties
hereunder due to a medically determinable physical or mental impairment that can
reasonably be expected to result in death within twelve (12) months or which has
lasted or can be expected to last for a continuous period of not less than
twelve (12) months.
(c) After thirty (30) days written notice by the Company to
Executive without "Cause".
(d) Upon written notice by the Company to Executive for "Cause"
which shall include only:
(i) the continued failure of Executive to substantially perform
his duties with the Company or any subsidiary of the Company (other than
any such failure resulting from illness, temporary absence, legal
incapacity or disability) for thirty (30) days after a demand for
substantial performance is delivered in writing to Executive by the Company
which specifically identifies the manner in which Executive has not
substantially performed his duties;
11
(ii) Executive's continued failure to follow reasonable and
lawful directives (consistent with the terms of this Agreement) of the
Board of Directors of the Company (or, if applicable, the CEO) for thirty
(30) days after a demand for Executive to follow such directives is
delivered in writing to Executive by the Company that specifically
identifies the manner in which Executive has not followed such directives;
(iii) the engaging by Executive in willful, reckless or grossly
negligent misconduct in connection with his employment, unless Executive
ceases such misconduct within ten (10) days and remedies the adverse effect
of such misconduct within thirty (30) days, after a demand to cease
engaging in such misconduct is delivered in writing to Executive by Company
that specifically identifies such misconduct;
(iv) Executive's conviction of an offense involving moral
turpitude or a felony (it being understood that the first conviction of
Executive, if any, after commencement of the Term, for driving under the
influence of alcohol shall not constitute Cause hereunder); or
(v) material breach by Executive of this Agreement and failure
to cure such breach within thirty(30) days of delivery of a written notice
to Executive by the Company that specifically identifies the breach.
12
If the remedy, cure or cessation of an act or omission which is
the subject of a notice under this Paragraph 11(d) would reasonably require
more than thirty (30) days to complete and Executive commences such remedy, cure
or cessation within thirty (30) days after receipt of such notice and diligently
pursues the same to completion, said act or omission shall not constitute
"Cause." Cause shall continue to exist with respect to Executive only for a
period of ninety (90) days after the event or action (and the expiration of any
notice or cure period specified) giving rise to Cause.
(e) Upon thirty (30) days written notice by Executive to the
Company for "Good Reason" which shall include:
(i) a substantial and adverse change in Executive's status or
position with the Company, or a reduction in the duties and
responsibilities set forth in Paragraph 2(a), as the same existed on the
commencement of the Term hereof which is not cured within thirty (30) days
after written notice thereof to the Company from Executive;
(ii) a reduction (other than for Cause) by the Company of
Executive's aggregate compensation under Paragraphs 7(a)(i) and (ii) above
as in effect on the commencement of the Term hereof or as in effect
thereafter if such compensation has been increased, unless such reduction
is restated retroactively not later than thirty (30) days after written
notice thereof to the Company from Executive;
13
(iii) a material reduction by the Company in the overall value of
benefits provided to the Executive as in effect on the commencement of the
Term hereof or as in effect thereafter if such benefits have been increased
(as used in the preceding clause, "benefits" shall include all profit-
sharing, retirement, pension, health, medical, dental, disability
insurance, automobile and similar benefits), unless such reduction is
restated retroactively not later than thirty (30) days after written notice
thereof to the Company from Executive;
(iv) a relocation of Executive's principal place of employment
to any place outside the greater Los Angeles area, except for reasonable
amounts of required travel by the Executive on the Company's business;
(v) any material breach by the Company of any provision of this
Agreement which is not cured within thirty (30) days after written notice
thereof to the Company from Executive; or
(vi) the occurrence of a Designated Change of Control (as
defined in Section 6(e) of the 1996 Management Incentive Plan).
(f) At the expiration of the Term.
14
(g) Upon one hundred twenty (120) days written notice by
Executive to the Company solely for Executive to return to the practice of
law individually or with a law firm.
12. No Mitigation. Except as provided in Paragraphs 8(b) and 8(c)
-------------
regarding benefits provided by a subsequent employer, and without limiting any
other provision hereof, any income and any other employment benefits received by
Executive from any and all sources other than the Company before or after the
expiration or termination of this Agreement for any reason whatsoever shall in
no way reduce or otherwise affect the Company's obligation to make payments and
afford benefits hereunder. Executive shall have no duty to seek employment. No
claim the Company has against Executive shall be used to offset the Company's
obligation hereunder (including, without limitation, any income or other
benefits received by Executive from claims by Executive under Paragraphs 9 or
13).
13. Confidential Material.
---------------------
(a) Disclosure. Executive acknowledges that, in the performance
----------
of duties on behalf of the Company, Executive shall have access to, receive and
be entrusted with confidential information, including but in no way limited to
development, marketing, organizational, financial, management, administrative,
production, distribution and sales information, data, specifications and
processes presently owned or at any time in the future developed by, the Company
or its agents or consultants, or used presently or at any time in
15
the future in the course of its business that is not otherwise part of the
public domain (collectively, the "Confidential Material"). All such Confidential
Material is considered secret and will be available to Executive in confidence.
Except in the performance of Executive's duties on behalf of the Company,
Executive shall not, directly or indirectly for any reason whatsoever, disclose
or use any such Confidential Material, unless such Confidential Material ceases
(through no fault of Executive's) to be confidential because it has become part
of the public domain or as may be required by law or court order. All records,
files, drawings, documents, equipment and other tangible items, wherever
located, relating in any way to the Confidential Material or otherwise to the
Company's business, which Executive prepares, uses, or encounters, shall be and
remain the Company's sole and exclusive property and shall be included in the
Confidential Material. Upon termination of this Agreement by any means, or
whenever requested by the Company, Executive shall promptly deliver to the
Company any and all of the Confidential Material not previously delivered to the
Company that may be or at any previous time has been in Executive's possession
or under Executive's control; provided, however, Executive may keep Executive's
rolodex or other personal list of addresses and telephone numbers.
(b) Unfair Competition. Executive hereby acknowledges that the
------------------
sale or unauthorized use or disclosure of any of the Company's Confidential
Material by Executive by any means whatsoever at any time before, during or
after Executive's employment with the Company, except as provided in Paragraph
13(a), shall constitute "Unfair Competition". Executive agrees that Executive
shall not engage in Unfair
16
Competition either during the time Executive is employed by the Company or at
any time thereafter.
(c) Other. In the event of the termination of Executive's
-----
employment for any reason, Executive (and any corporation or entity of which
Executive is a director, officer, employee or greater than five percent (5%)
shareholder) shall not, for a period of one (1) year:
(i) solicit for employment and then employ any employee of the
Company or any of its affiliates or subsidiaries; or
(ii) make any public statement concerning the Company, any of its
affiliates or subsidiaries, or Executive's employment unless (aa)
previously approved by the Company, except as may be required by law, or
(bb) to respond to a public statement about Executive issued by the
Company.
Notwithstanding the foregoing, it shall not be a breach of this Paragraph 13(c)
by Executive if an entity which Executive does not own (i.e., over 50% equity
ownership) or control violates such Paragraph and Executive is not materially
involved in such violation.
17
14. Miscellaneous.
-------------
(a) Arbitration.
-----------
(i) Any and all disputes between Executive and the Company,
however significant, arising out of, relating in any way to or in
connection with this Agreement (including the validity, scope and
enforceability of the arbitration clause) shall be solely settled by an
arbitration conducted in accordance with the rules of the American
Arbitration Association or any similar successor body and to be held in Los
Angeles, California.
(ii) Any arbitration hereunder shall be held before a single
arbitrator mutually agreed to by the parties thereto, except that, if the
parties shall fail to agree to such an arbitrator within twenty (20) days
from the date on which the claimant's request for arbitration is delivered
to the other party to the arbitration, such arbitration shall be held
before an arbitrator appointed by the Amereican Arbitration Association.
(iii)Discovery may be taken in the arbitration proceedings
pursuant to the provisions of California Code of Civil Procedure Section
1283.05, which are incorporated herein by reference and made applicable to
any arbitration held pursuant to this Paragraph.
18
(iv) The award of the arbitrator shall be made within ninety (90) days
from the date on which the arbitrator is selected. The award of the
arbitrator shall be final, and the parties agree to waive their right to
any form of appeal, to the greatest extent allowed by law. The arbitrator
shall award costs and fees, including the fees of the arbitrator and
reasonable attorneys' fees, to the prevailing party. Judgment upon any
award of the arbitrator may be entered in any court having jurisdiction or
application may be made to such court for the judicial acceptance of the
award and for order of enforcement.
(b) Applicable Law and Venue. This Agreement and any disputes or
------------------------
claims arising hereunder shall be construed in accordance with, governed by and
enforced under the laws of the State of California without regard for any rules
of conflicts of law. The arbitrator appointed as described above located in Los
Angeles, California shall be the sole fora for any action for relief arising out
of or pursuant to, or to enforce or interpret, this Agreement. Each party to
this Agreement consents to the personal jurisdiction and arbitration in such
fora and courts and each party hereto covenants not to, and waives any right to,
seek a transfer of venue from such jurisdiction on any grounds.
(c) Interpretation. The provisions of this Agreement were negotiated
--------------
by each of the parties hereto and this Agreement shall be deemed to have been
drafted by each party.
19
(d) Representations of the Company. The Company represents and
------------------------------
warrants that this Agreement is validly binding on the Company and enforceable
in accordance with its terms.
(e) No Waivers. The failure of either party to enforce any
----------
provision of this Agreement shall not be construed as a waiver of any such
provision, nor prevent such party thereafter from enforcing such provision or
any other provision of this Agreement. Rights granted the parties hereto herein
are cumulative and the election of one shall not constitute a waiver of such
party's right to assert all other legal remedies available under the
circumstances.
(f) Notices. Any notice to be given under the terms of this
-------
Agreement shall be in writing and may be delivered personally, by telecopy,
telex or other form of written electronic transmission, by overnight courier or
by registered or certified mail, postage prepaid, and shall be addressed as
follows:
TO THE COMPANY:
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Attention: Director of Human Resources
20
WITH A COPY TO:
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
Attention: Legal Department
TO THE EXECUTIVE:
Xxxxx X. Xxxxxxx, Esq.
Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxxxx 00000-0000
WITH A COPY TO:
Xxxxxx Xxxxx, Esq.
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Either party may hereafter notify the other in writing of any change in address.
Any notice hereunder shall be deemed duly given when received by the person to
whom it was sent.
(g) Severability. The provisions of this Agreement are severable and
------------
if any provision of this Agreement shall be held to be invalid or otherwise
unenforceable, in whole or in part, the remainder of the provisions, or
enforceable parts thereof, shall not be affected thereby unless as a result of
such severing the remaining provisions or enforceable parts do not substantially
reflect the intention of the parties in entering into this Agreement.
21
(h) Successors and Assigns. The rights and obligations of the
----------------------
parties under this Agreement shall inure to the benefit of and be binding upon
their successors and assigns, including the survivor upon any merger,
consolidation or combination of the Company with any other entity.
(i) Entire Agreement. This Agreement supersedes all prior agreements
----------------
and understandings between the parties hereto, oral or written, and may not be
modified or terminated orally. No modification, termination or attempted waiver
shall be valid unless in writing, signed by the party against whom such
modification, termination or waiver is sought to be enforced.
(j) Survival. The provisions of Paragraphs 8, 9, 10, 11, 12, 13, and
--------
14 of this Agreement shall survive the Term, it being understood that the
foregoing shall not limit Executive's rights with respect to amounts due him and
unpaid at the expiration of the Term.
(k) Confidentiality and Publicity. This Agreement shall remain
-----------------------------
confidential and the terms shall not be divulged to any person (other than
Executive's professional advisors and family) except to the extent required by
law or legal process. Any press release or announcement of or relating to this
Agreement and the timing of any such announcement shall only be made with the
agreement of Executive and the Company.
22
(l) Attorneys. Each party may be represented by counsel of its choice
---------
even though such counsel may have represented the other party in matters related
to the business of the Company, and each party agrees to execute an appropriate
waiver to effectuate this clause.
(m) Indemnification. The Company shall indemnify Executive through
---------------
its Certificate of Incorporation, By-laws, indemnification agreements or
otherwise to the fullest extent permitted by the Delaware General Corporation
Law (including the reimbursement of defense costs as incurred), as the same
exists and may hereafter be amended. Such indemnification shall apply, but not
be limited to, any actions taken or omissions by Executive, including, without
limitation, furnishing information, during the period from and after January 1,
1996 until the Closing Date (as defined in the sale transaction agreements) in
connection with the potential sale of the Company and Executive's efforts to
assemble a bid group to purchase the Company.
23
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
METRO-XXXXXXX-XXXXX INC.
By: A. Xxxxxx Xxxxxx
----------------------
Its: Vice Chairman
---------------------
/s/ Xxxxx X. Xxxxxxx
-------------------------
Xxxxx X. Xxxxxxx
24
