EXECUTION COPY
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of February 28, 1996,
between TELEMUNDO GROUP, INC., a Delaware corporation (the
"Company"), and XXXXXX XXXXXXXXXX (the "Executive").
Section 1. Employment and Term. The Company agrees to
employ the Executive and the Executive agrees to serve as an
employee of the Company with the duties set forth in Section 2
for a term (the "Term") beginning as of February 28, 1996 (the
"Commencement Date") and ending at the close of business on
February 27, 1998, or any earlier date of termination under
Section 6 or any later date of termination after extension
under Section 7 (the "Termination Date").
Section 2. Duties. The Executive agrees during the Term
to serve in such capacities and perform such duties as directed
by the Company. The Executive's title shall be Senior Vice
President, Operations and Business Affairs of the Company or
such other title as may be mutually agreed upon by the Company
and the Executive. The Executive agrees to use his best
efforts to promote the interest of the Company, subject at all
times to the direction of the President and Chief Executive
Officer of the Company (the "President") or to such other
executive officer of the Company as may be designated by the
President from time to time. The Executive agrees to devote
his entire business time and attention, with undivided loyalty,
to the performance of such duties.
Section 3. Consideration; Salary and Bonus During Term.
(a) Consideration. The consideration for
entering into this Agreement shall be the performance
of services by the Executive pursuant to this
Agreement and the employment of the Executive by the
Company as well as the payments and benefits provided
under this Agreement.
(b) Salary. The Company shall pay salary to
the Executive at the annual rate of (i) $240,000
during the period from the date hereof through
February 27, 1997, and at the rate of $260,000 during
the period from February 28, 1997 through February
27, 1998, to be paid (subject to required
withholdings) in accordance with the Company's
regular payroll practices.
(c) Bonus. During the Term, the Executive will
be eligible for a bonus each year in an amount
computed in accordance with Exhibit A hereto.
Bonuses hereunder shall be paid at the times bonuses
are customarily paid to the Company's executives.
Except as set forth in the last sentences of Sections
6(b) and 6(c), the Executive must be employed by the
Company in good standing on the last day of the
calendar year to receive a bonus for such year.
Section 4. Vacations. The Executive shall be entitled
during the Term to vacations in accordance with the policies of
the Company, except that he shall be entitled to four weeks of
vacation per calendar year during the Term (pro rata for
partial years). The Company shall not pay the Executive any
additional compensation for any vacation time not used by the
Executive. To the extent that the Executive cannot take his
vacation as a result of the request of the President of the
Company, he may carry such unused vacation over to the
following calendar year.
Section 5. Fringe Benefits. During the Term, the
Executive shall enjoy the benefits, including, without
limitation, participation in medical insurance, group term life
insurance and retirement and savings plans, and salary
continuation benefits, customarily afforded to executives of
the Company in positions comparable to the Executive's.
Nothing in this Agreement shall restrict the right of the
Company generally to amend, modify or terminate any such
benefits for executives in positions comparable to the
Executive's, but at no time shall they be less favorable to the
Executive than those generally afforded to executives with
lower level positions than the Executive.
Section 6. Termination.
(a) The Company may terminate this Agreement for
Cause as determined by the President. "Cause" means
the Executive's causing material injury to the
Company; the Executive's willful misconduct in the
performance of (or failure to perform) his duties
hereunder; the Executive's dishonest, fraudulent or
unlawful behavior whether or not in connection with
his employment; or the Executive's unsatisfactory
performance of his duties hereunder after 60 days'
prior written notice, including reasons of such
unsatisfactory performance and failure to remedy such
performance to the satisfaction of the President
within such 60 day period. Upon the effective date
of termination under this Section 6(a), the
obligations of the parties under this Agreement shall
cease, except for the obligations of the Executive
contained in Sections 8 and 9.
(b) This Agreement shall terminate immediately upon
the death or other event rendering the Executive
unable to perform his duties and obligations under
this agreement for a period in excess of 90 days,
whether or not consecutive, during the Term as
determined by the President. Upon the effective date
of termination under this Section 6(b), the
obligations of the parties under this Agreement shall
cease, except for the obligations of the Executive
contained in Sections 8 and 9.
(c) If the Company terminates this Agreement other
than pursuant to Section 6(a) or 6(b) or if the
Executive terminates this Agreement pursuant to
Section 6(d), then, except as provided in Section 7,
the Company's sole obligation to the Executive shall
be to continue to pay salary in accordance with
Section 3(b) and maintain benefits in accordance with
Section 5 until the Termination Date. Upon the
effective date of termination under this Section
6(c), the obligations of the parties under this
Agreement shall cease, except for the obligations of
the Company under the preceding sentence and under
Section 7 and the obligations of the Executive
contained in Sections 8 and 9.
(d) The Executive shall have the right to terminate
his employment under this Agreement in the event that
he suffers a Diminution of Duty (as defined below)
within sixty days' of a Change of Control (as such
term is defined in the Company's 1994 Stock Plan). A
"Diminution in Duty" means a change in the
Executive's responsibilities which represents a
material demotion or material diminution from his
responsibilities as in effect on the date hereof. A
Diminution in Duty shall not be deemed to have
occurred prior to the giving of written notice by the
Executive to the Company specifically describing the
alleged diminution or demotion, and the actions the
Executive believes are necessary to cure such alleged
Diminution in Duty, 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 material demotion or material
diminution constituting a Diminution in Duty has in
fact occurred.
Section 7. [Intentionally Omitted].
Section 8. Confidentiality. Except as required in his
duties hereunder, the Executive will not, directly or
indirectly, use, disseminate or disclose any Confidential
Information. Upon expiration or termination of the Term, all
documents, records and similar repositories of or containing
Confidential Information, including copies thereof, then in the
Executive's possession, whether prepared by the Executive or
others, will be left with the Company. "Confidential
Information" means nonpublic information relating to the
Company or any affiliate of the Company. Following the
expiration or termination of the Term, the Executive agrees to
reasonably cooperate with the Company and its affiliates with
respect to matters with which the Executive was involved during
the Term. This Section 8 shall survive the expiration or
termination of the Term. If in connection with Executive's
cooperation with respect to legal matters, it is necessary for
Executive to be represented by separate counsel, the Company
will pay the reasonable fees of such counsel, provided that if
Executive is named as a defendant in an action or proceeding by
reason of fact that he was an officer of the Company, any fees
or expenses paid by the Company will be subject to procedures
and rights of indemnification of officers and directors of the
Company under the Company's By-Laws and the laws of the State
of Delaware.
Section 9. Covenant Not to Interfere. The Executive
agrees and covenants that, for a period of one year following
the expiration or termination of the Term, he will not
interfere directly or indirectly in any way with the Company.
"Interfere" means to influence or attempt to influence,
directly or indirectly, customers, program suppliers,
employees, performers or independent contractors of the
Company, its subsidiaries or any of its network affiliates to
restrict, reduce, sever or otherwise alter their relationship
with the Company, its subsidiaries or any of its network
affiliates. In the event any court having jurisdiction shall
reduce the duration or scope of the covenant not to interfere
set forth in this Section 9, such covenant, in its reduced
form, shall be enforceable. This Section 9 shall survive the
expiration or termination of the Term.
Section 10. Assignability, etc. The rights and
obligations of the Company under this Agreement shall inure to
the benefit of and shall be binding upon the successors and
assigns of the Company. The Executive acknowledges that the
services to be rendered by him are unique and personal and
accordingly that he may not assign any of his rights or
delegate any of his duties or obligations under this Agreement.
Section 11. Notices. All notices given hereunder shall
be in writing and shall be sent by registered or certified mail
or delivered by hand and shall be deemed to be given on the
date received. Any notice by the Company to the Executive
shall be mailed or delivered to:
Xxxxxx Xxxxxxxxxx
00 Xxxxx Xxxxxxxx Xxxxx
Xxxxx Xxxxxx, XX 00000
or such other address as may from time to time be provided by
the Executive to the Company for such purposes.
Any notice by the Executive to the Company shall be mailed
or delivered to:
Telemundo Group, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: President and Chief Executive Officer
and
Telemundo Group, Inc.
0000 Xxxx 0xx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Attn.: General Counsel
or such address or addresses as may from time to time be
provided by the Company to the Executive for such purpose.
Section 12. Captions. The captions in this Agreement are
inserted for convenience only and do not constitute a part of
this Agreement.
Section 13. Amendments, etc. This Agreement may be
amended, modified or terminated only by an instrument in
writing signed by the parties hereto.
Section 14. Governing Law. This Agreement is made in and
shall be governed by and construed in accordance with the laws
of the State of Florida, without giving effect to conflict of
law principles. The Executive hereby consents to the
jurisdiction of the courts of the State of Florida.
Section 15. Remedies. Each of the parties to this
Agreement will be entitled to enforce its rights under this
Agreement specifically, to recover damages by reason of any
breach of any provision of this Agreement and to exercise all
other rights existing in its favor. The parties hereto agree
and acknowledge that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and
that any party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific
performance and/or injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.
Such specific performance and/or injunctive relief shall be
available without the posting of any bond or other security.
Section 16. Entire Agreement; Severability. This
Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof. Wherever possible,
each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but
if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any
other jurisdiction, but this Agreement will be reformed,
construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained
herein.
Section 17. No Conflicts. The Executive represents and
warrants to the Company that the execution and performance of
this Agreement by the Executive does not violate or conflict
with any agreement, arrangement, understanding or restriction,
written or oral, between the Executive and any other firm or
person. The Executive shall indemnify and hold harmless the
Company and its subsidiaries, shareholders, directors and
officers from any and all loss, damage or expense, including
attorneys' fees, arising out of any breach of the foregoing
representation and warranty by the Executive.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day and year first above written.
TELEMUNDO GROUP, INC.
By:
-----------------------
President and Chief
Executive Officer
---------------------
Xxxxxx Xxxxxxxxxx
EXHIBIT A
to Agreement dated as of February 28, 1996
between Telemundo Group, Inc. and
Xxxxxx Xxxxxxxxxx
(dollars in thousands)
Adjusted Net Contribution(1)
Bonus Payment if 1996 1997
Level Target Achieved(2) Target Target
----- ---------------- ------- -------
1 $50,000 $29,435 $35,322
2 $125,000 $34,630 $47,000
3 $225,000 $39,824 $52,500
_______________________________
(1) "Adjusted Net Contribution" means operating income plus
depreciation and amortization determined in accordance
with generally accepted accounting principles, without
giving effect to any income, gain or loss associated with
TeleNoticias del Mundo, L.P. or WSNS, but determined
consistent with the accounting method for determining "Net
Contribution before TeleNoticias and WSNS" on the
Company's internal financial statements in prior periods
and adjusted to eliminate the impact of changes in
accounting principles after the date of this Agreement and
of acquisitions or divestitures of operating units after
the date of this Agreement if taking such operating units
into account would either increase or decrease the actual
Net Contribution by at least 5% of the Adjusted Net
Contribution target in the year of acquisition or
divestiture on an annualized basis.
(2) Each bonus payment shall be subject to required
withholdings. The Executive must be employed on the last
day of a calendar year to earn a bonus for such year.
Bonuses shall not be prorated for partial years.
Calculations hereunder shall be made by the Company's
Chief Financial Officer, whose decision shall be final.
Any amounts between Levels 1 and 2 or Levels 2 and 3 shall
be determined by interpolation.
