EXHIBIT 10.16
AGREEMENT made this 3rd day of March, 1995, between METRO-XXXXXXX-XXXXX
INC., a Delaware corporation (hereinafter referred to as "MGM"), and XXXXXX
XXXXXX XXXXX, XX. (hereinafter referred to as the "Employee").
W I T N E S S E T H
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1. MGM hereby employs the Employee and engages his exclusive services for the
three (3) year period commencing as of June 1, 1995 and terminating three
(3) years thereafter (the "Term").
The Employee accepts such employment and agrees to render his services
solely and exclusively for MGM during the Term. The Employee agrees to
devote his best efforts to the business of MGM (or its present or future
parents, subsidiaries, affiliates or successor companies) as MGM may
request and as may be consistent with the duties of Employee's position.
Employee hereby represents and warrants that he is legally able to enter
into this employment agreement and that he has no other agreements or
commitments with any third parties which would preclude or prevent him from
entering into this agreement and rendering his services hereunder.
2. Employee's title shall be Senior Vice President and Deputy General Counsel,
or a substantially equivalent title in the event of a corporate
reorganization. Employee's duties shall be those which are commensurate
with his title and shall include, without limitation, responsibility for
overseeing corporate legal affairs. Employee shall report directly to the
Executive Vice President and General Counsel (presently Xxxxx X. Xxxxxxx)
or to a comparable executive in the event of a corporate reorganization.
Employee currently resides in Paris, France and MGM will reimburse Employee
for his reasonable moving expenses to the Los Angeles, California area in
accordance with MGM's policy for comparable executives.
3. Provided that Employee shall fully perform all of his obligations
hereunder, MGM shall pay Employee a salary:
(a) at the rate of Two Hundred Thousand Dollars ($200,000) per annum for
the first year of the Term.
(b) at the rate of Two Hundred Twenty-Five Thousand Dollars ($225,000) per
annum for the second year of the Term.
(c) at the rate of Two Hundred Fifty Thousand Dollars ($250,000) per annum
for the third year of the Term.
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Such salary shall be payable in installments in accordance with MGM's
standard payment practices.
4. MGM shall have the right to terminate this agreement if:
(a) Employee shall die.
(b) Employee shall be unable to perform his duties for two (2) consecutive
months due to illness or other physical incapacity.
(c) MGM and/or any of its subsidiary, affiliated, or parent companies are
materially hampered in the conduct of their business by an event of
force majeure (including but not limited to an act of God, strike,
lockout, declaration of war or other cause similar or dissimilar to
the foregoing beyond their control) for a consecutive period of two
(2) months; it being understood that MGM shall have the right to
suspend this agreement without payment of any salary to Employee
during any period of force majeure and a reasonable time thereafter to
resume full operations.
(d) Employee shall fail to perform his duties, functions and
responsibilities hereunder.
(e) Employee shall be convicted of a felony offense.
In case of termination pursuant to (a) or (b), MGM shall pay all salary due
through the date of termination. With respect to a contingency described
in (c), if MGM has not exercised its suspension right, it shall pay the
salary due through the date of termination; it being further understood
that if MGM exercises its suspension right and does not elect to exercise
its termination right it shall have the right but not the obligation to
extend the Term for the period of the suspension.
MGM reserves all rights it may have at law or equity in the event of a
contingency described in (d) or (e) above.
5. So long as Employee is rendering services hereunder, Employee will be a
participant in the management incentive compensation plan (the "Incentive
Plan") (or such other comparable plan or plans as MGM may in its discretion
adopt with respect to executive compensation). Nothing contained herein
shall obligate MGM to continue the Incentive Plan or to provide for any
other plans, nor is any commitment made hereby as to the amount or extent
(dollars or otherwise) of Employee's participation.
6. So long as MGM gives car allowances and Employee is rendering services
hereunder, Employee shall be given a car allowance in accordance with MGM's
then current
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policy for comparable executives (presently $800 a month). Employee shall
be entitled to incur and be reimbursed for reasonable expenses in
connection with the performance by Employee of his duties hereunder. Such
reimbursement shall be made on the basis of statements thereof (together
with vouchers or documents evidencing such expenses) furnished by Employee
to MGM in accordance with MGM's standard practices.
7. So long as Employee is rendering services hereunder, the Employee shall be
entitled to:
(a) Vacation each year (without deduction of salary or other compensation)
in accordance with MGM's standard policies (but not less than four (4)
weeks), such vacation to be taken at such time or times during such
years as may be mutually agreed upon by MGM and the Employee.
(b) Participate in any group, life, health or accident insurance or other
similar program or arrangement which may presently be in effect or may
hereafter be adopted by MGM generally or for particular individuals
upon the same terms as are available to other employees of MGM.
8. Employee agrees that all the 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, whether or not same is made at the request or
suggestion of MGM, or during or outside regular hours of work, shall at all
times be and remain the sole and exclusive property of MGM. The Employee
further agrees that he will, at the request of MGM, execute and deliver to
MGM, in form satisfactory to MGM, documents evidencing MGM's ownership to
the foregoing; but notwithstanding that no such documents are executed,
MGM, as Employee's employer, shall be deemed the owner thereof immediately
upon creation. All memoranda, notes, records, and other documents made or
compiled by Employee, or made available to him, during his employment by
MGM shall remain the sole and exclusive property of MGM. Employee shall
not use for himself, or others, any secret or confidential information,
knowledge or data of MGM (or any of its affiliates) obtained by Employee as
a result of his employment by MGM. Anything in this agreement to the
contrary notwithstanding, the provisions of this paragraph shall survive
the termination, for any reason, of this agreement.
9. Employee agrees that MGM may deduct and withhold from the payments to be
made to the Employee hereunder, the amounts required to be deducted and
withheld by MGM under the provisions of any statute, law, regulation or
ordinance heretofore or hereafter enacted.
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10. Any notices and payments herein provided for shall be given by sending the
same by certified or registered mail or by wire, addressed as follows:
(a) To MGM - Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
Attn.: General Counsel
(b) To Employee - Xxxxxx Xxxxxx Xxxxx, Xx.
c/o Metro-Xxxxxxx-Xxxxx Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx, XX 00000
or to such other address as may hereinafter be designated in writing by the
party concerned. The date of delivery to the post office or cable office,
all postage or other charges prepaid, shall be deemed the date of delivery
hereunder.
11. MGM shall have the right to assign this agreement to any subsidiary,
successor or parent company of MGM or to any other person, firm or
corporation which acquires MGM or a substantial part of MGM's assets or
into which MGM may merge. The obligations and duties of Employee hereunder
are personal and not assignable.
12. Except with respect to any disputes which may arise pursuant to Paragraph
8, any controversy or claim between or among Employee, MGM or any of its
affiliates arising out of or relating to this agreement or any breach of
this agreement shall be settled by arbitration. Any such arbitration shall
be held in Los Angeles, California and shall be conducted in accordance
with the Commercial Arbitration Rules of the American Arbitration
Association. The arbitration proceedings shall be conducted in English.
The arbitration panel shall consist of three (3) arbitrators to be selected
pursuant to such Commercial Arbitration Rules. The arbitration
proceedings, all documents related thereto and all testimony, written or
oral, and the arbitration award shall be confidential, except with respect
to any proceedings commenced to compel arbitration or to enforce the
arbitration award or as otherwise required by law. Each party hereto
agrees that once an arbitration request has been made by either party that
each party will proceed expeditiously to commence and complete the
arbitration proceedings, with the intent of completing same within three
months.
13. This agreement shall be construed under the laws of the State of California
applicable to contracts executed and fully performed therein. The state
and federal courts (or arbitrators appointed as described herein) 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
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hereto covenants not to, and waives any right to, seek a transfer of venue
from such jurisdiction on any grounds. This agreement constitutes the full
understanding of the parties and cannot be modified except in writing. No
waiver of one provision shall constitute a continuing waiver or a waiver of
any other provision or default hereof.
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures the
day and year first hereinabove written.
METRO-XXXXXXX-XXXXX INC.
By: /s/ Xxxxx X. Xxxxxxx
___________________________
Executive Vice President
/s/ Xxxxxx Xxxxxx Xxxxx, Xx.
________________________________
XXXXXX XXXXXX XXXXX, XX.
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