COMPENSATION CONTINUATION AGREEMENT
This Compensation Continuation Agreement, dated as of March 31, 1994, is
by and among Vari-Lite Holdings, Inc., a Texas corporation ("VLH"),
Vari-Lite, Inc., a Delaware corporation ("VLI"), Showco, Inc., a Delaware
corporation ("Showco"), and Xxxx X. Xxxxxx ("Xxxxxx").
W I T N E S S E T H:
WHEREAS, VLH, Xxxxx Partnership, Ltd., X.X. Xxxxxxxx III ("Xxxxxxxx"),
Xxxxxx and Xxxxx X. Xxxxx, Xx. ("Xxxxx"), and the spouses of Xxxxxxxx, Xxxxxx
and Xxxxx, have entered into that certain Voting Trust and Shareholders'
Agreement (the "Voting Trust") of even date herewith to provide for
continuity in the life, management and progress of VLH by restricting the
transfer of shares of Class A Common Stock, $0.10 par value ("Class A
Shares"), and establishing a voting trust with respect to the Class A Shares;
and
WHEREAS, pursuant to Section 7.3 of the Voting Trust VLH agreed to
adopt, and to use its best efforts to cause those subsidiaries that now, or
in the future may, pay any cash compensation, including, but not limited to
salary, bonus and consulting fees, to Xxxxxxxx, Xxxxxx and/or Xxxxx to each
adopt, a compensation continuation agreement; and
WHEREAS, the parties hereto desire to enter into this Agreement to
provide for the continuation of compensation payments to the estate of Xxxxxx
upon his death as herein provided;
NOW, THEREFORE, in consideration of the mutual promises, conditions and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:
1. COMPENSATION CONTINUATION. Each of VLH, VLI and/or Showco, as the
case may be, shall, for a period of 60 days after the date of the death of
Xxxxxx, continue to pay to Xxxxxx'x estate cash compensation (including
without limitation salary, bonus and consulting fees) in a monthly amount
equal to one-twelfth of all cash compensation (including without limitation
salary, bonus and consulting fees) paid or payable to Xxxxxx on an annualized
basis immediately preceding his death. Notwithstanding the foregoing, if the
proceeds from any life insurance policy purchased by VLH, VLI and/or Showco,
as the case may be, for the benefit of Xxxxxx and in effect upon the date of
his death have not been paid within 60 days after the date of his death, VLH,
VLI and/or Showco, as the case may be, shall continue to make such
compensation payments as herein provided until the date such life insurance
proceeds are paid in full (provided that in no event shall such payments
continue for more than one year after the date of his death). Any payments
required under this Agreement shall be made in accordance with the general
payroll practices of VLH, VLI and/or Showco, as the case may be, in effect at
the time such payment is made, but in no event less frequently than monthly.
2. MISCELLANEOUS.
(a) AMENDMENT. This Agreement may be amended, modified or supplemented
only by an instrument in writing executed by all parties hereto.
(b) BINDING EFFECT; ASSIGNMENT. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
successors, legal representatives and permitted assigns. Neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assignable by any party hereto, without the express prior written consent of
the other parties hereto;
provided, however, that nothing contained herein shall be deemed to impair
the right of any party hereto to consummate any merger or other corporate
reorganization transaction provided that the resulting, surviving or
acquiring entity assumes the obligations of said party hereunder by a written
instrument reasonably satisfactory to the other parties hereto or by
operation of law.
(c) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and oral,
among the parties and any of them relating to such subject matter.
(d) GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Texas, without
regard to the principles of conflicts of laws thereof.
(e) HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect any of the terms or
provisions hereof.
(f) SEVERABILITY. If any provision of this Agreement should be held
illegal, invalid or unenforceable, such provision shall be fully severable
herefrom, and this Agreement shall be construed and enforced as if such
illegal, invalid or unenforceable provision were never a part hereof; the
remaining provisions hereof shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable provision or by its
severance herefrom; and in lieu of such illegal, invalid or unenforceable
provision, there shall be added automatically as part of this Agreement, a
provision as similar in its terms to such illegal, invalid or unenforceable
provision, as may be possible and be legal, valid and enforceable.
(g) COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
[THE NEXT FOLLOWING PAGE IS THE SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Vari-Lite Holdings, Inc.,
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx,
Vice President - Finance
Vari-Lite, Inc.,
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx,
Vice President - Finance
Showco, Inc.,
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------------------
Xxxxxxx X. Xxxxxx, Vice
President - Finance
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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