EXHIBIT 10.14
Mr. Xxxxxx Xxxxxxxx
Los Angeles, California
Dear Xx.Xxxxxxxx:
This letter, when executed by both you and Fox Sports Net, L.L.C. (hereinafter
referred to as ("the Company"), will confirm the agreement between you and the
Company relating to your employment by the Company, and will supersede all prior
agreements between you and the Company relative to your employment with the
Company.
1. The Company hereby employs you for a period of three years, commencing June
1, 1999 and ending May 31, 0000 ("xxx Xxxx").
2. You shall perform such duties consistent with your position set forth in
Paragraph 3, as are assigned to you from time to time (and agree to take such
trips both within and outside the United States as shall be determined to be
desirable) by the Company.
3. (a) You shall serve as Executive Vice President and Chief Operating
Officer, Fox Regional Sports Networks and Executive Vice President and Chief
Operating Officer, Fox Sports International and report directly to the
President, Fox Sports Networks. If the Company shall be reorganized (by merger,
dissolution or otherwise), your title and reporting relationship will be
adjusted to give appropriate effect to the reorganization, it being understood
that any new title and reporting relationship will be commensurate with the
title and reporting relationship you have heretofore held with the Company.
(b) If you are elected a member of the Board of Directors or to any other
office of the Company or any of its affiliates, you agree to serve in such
capacity or capacities without additional compensation.
4. You hereby accept such employment and agree to devote the time
and attention necessary to fulfill the duties of your employment hereunder.
5. For your services hereunder, the Company will, during the term
of your employment described in Paragraph 1 hereof, on regular pay dates as then
in effect under applicable Company policy, pay you at the rate of:
(a) $600,000 per annum for the twelve month period from June 1, 1999
through May 31, 2000;
1
(b) $625,000 per annum for the twelve month period from June 1, 2000
through May 31, 2001;
(c) $650,000 per annum for the twelve month period from June 1, 2001
through May 31, 2002.
6. If you substantially neglect the duties of your position, or fail to perform
your duties in compliance with applicable law, are convicted of any crime or
offense of a serious nature, willfully refuse or fail to comply with policies or
directives of the Company's management, materially breach any affirmative or
negative covenant or undertaking hereunder, or have engaged in conduct which has
injured or would injure the business or reputation of the Company or otherwise
adversely affect its interests, then, and in any such event, the Company may
give you written notice of default and, if the default is of a type that is
curable, a ten (10)day period within which to cure such default. If the default
is not cured within such ten (10) day period or is of a type which cannot be
cured, the Company may at any time thereafter by written notice to you terminate
your employment hereunder, and you shall have no right to receive any
compensation or benefit hereunder on and after the effective date of such
notice.
7. (a) You agree that during the term of your employment, you will have no
interest, directly or indirectly, in any motion picture or television program
producing, distributing or exhibiting business, or in any broadcasting, cable or
film laboratory business or in any related business other than the Company and
its affiliates, and you will perform no services for any person, firm or
corporation engaged in any such business. The foregoing does not prohibit your
ownership of less than one percent (1%) of the outstanding common stock of any
company whose shares are publicly traded.
(b) Enclosed is a copy of the News Corporation Limited Standard of Business
Conduct Statement. You agree to abide by the provisions of this statement at all
times during your employment by the Company.
8. You will not during the term of your employment and for a period of two
years thereafter, directly or indirectly, induce or attempt to induce any
managerial, sales or supervisory employee of the Company or its affiliates to
render services to any other person, firm or corporation.
9. (a) You acknowledge that the relationship between the parties hereto is
exclusively that of employer and employee and that the Company's obligations to
you are exclusively contractual in nature. The Company shall be the sole owner
of all the fruits and proceeds of your services hereunder, including, but not
limited to, all ideas, concepts, formats, suggestions, developments,
arrangements,
2
designs, packages, programs, promotions and other intellectual properties which
you may create in connection with and during the term of your employment
hereunder, free and clear of any claims by you (or anyone claiming under you) of
any kind or character whatsoever (other than your right to compensation
hereunder). You shall, at the request of the Company, execute such assignments,
certificates or other instruments as the Company may from time to time deem
necessary or desirable to evidence, establish, maintain, perfect, protect,
enforce or defend its right, title and interest in or to any such properties.
(b) All memoranda, notes, records and other documents made or compiled by
you, or made available to you during the term of this Agreement concerning the
business of the Company or its affiliates shall be the Company's property and
shall be delivered to the Company on the termination of this Agreement or at any
other time on request. You shall keep in confidence and shall not use for
yourself or others, or divulge to others, any information concerning the
business of the Company or its affiliates which is not otherwise publicly
available and which is obtained by you as a result of your employment, including
but not limited to, trade secrets or processes and information deemed by the
Company to be proprietary in nature, unless disclosure is permitted by the
Company or required by law.
(c) The Company shall have the right to use your name, biography and
likeness in connection with its business, including in advertising its products
and services, and may grant this right to others, but not for use as a direct
endorsement.
(d) The covenants set forth above in this paragraph shall survive the
termination of this Agreement.
10. During the Term, the Company shall pay to, or provide to you
the following additional amounts or rights:
(a) You shall be eligible to participate in all employee benefit plans of
the Company available to other comparable executives of the Company. For
purposes of the plans described in this Paragraph 10 (a), you shall be deemed to
be a President, notwithstanding your position of Executive Vice President and
Chief Operating Officer designated in Paragraph 3(a).
(b) You shall participate in the Company's discretionary bonus program and
the News Corporation Limited Share Option Plan. Your eligibility to participate
in such plans shall be governed by the rules applicable to comparable News
Corporation executives.
(c) Fox/Liberty Networks, L.L.C. has granted you certain rights to
compensation pursuant to the provisions of Fox/Liberty Networks, L.L.C. Equity
Appreciation Rights Plan for Management and
3
Key Employees ("EAP"). It is acknowledged that in executing this employment
agreement neither you nor the Company shall be deemed to have waived or lost any
rights, claims or position with respect to the issue of the EAP. Your employment
hereunder shall count toward any required additional time for vesting purposes.
(d) During the Term, the Company shall reimburse Employee for, or assume
Employees' obligation for the cost of a reasonable apartment and automobile
lease in Los Angeles.
11. The services to be furnished by you hereunder and the rights and privileges
granted to the Company by you are of a special, unique, unusual, extraordinary,
and intellectual character which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and a breach by you of any of the provisions contained herein will cause the
Company irreparable injury and damage. You expressly agree that the Company
shall be entitled to seek injunctive and other equitable relief to prevent a
breach of this Agreement by you. Resort to such equitable relief, however, shall
not be construed as a waiver of any preceding or succeeding breach of the same
or any other term or provision. The various rights and remedies of the Company
hereunder shall be construed to be cumulative and no one of them shall be
exclusive of any other or of any right or remedy allowed by law.
12. Any prior agreements that do not relate to your current employment,
including but not limited to any Consulting Agreement, Business Agreement,
Development Agreement, Production Agreement, General Release, and Settlement
Agreement shall remain in full force and effect, notwithstanding this Agreement.
13. This Agreement shall be governed by the laws of the State of California
applicable to contracts performed entirely therein.
4
14. This Agreement shall inure to the benefit of the successors and general
assigns of the Company and to the benefit of any other corporation or entity
which is a parent, subsidiary or affiliate of the Company to which this
Agreement is assigned, and any other corporation or entity into which the
Company may be merged or with which it may be consolidated. Except as herein
provided, this Agreement shall be nonassignable.
Sincerely,
Fox Sports Net, L.L.C.
By /s/ Xxxxxx Xxxxxx
-------------------------------------
July 22, 1999
---------------------------------------
Date
THE FOREGOING IS AGREED TO:
/s/ Xxxxxx Xxxxxxxx
-----------------------------
Xxxxxx Xxxxxxxx
July 22, 1999
-----------------------------
Date
5
