AMENDMENT TO EMPLOYMENT AGREEMENT
This is an Amendment to an Employment Agreement between
LIVE Entertainment Inc. (the "Company") and Xxxxxx X. Xxxxxx
("Employee"), dated as of December 31, 1994 (the "Original
Agreement"). This Amendment is dated as of December 31, 1995.
The Original Agreement is amended in the following respects:
The Agreement, as amended, shall be between
Employee, the Company and LIVE Home Video Inc.
("LHV").
1. Section 1.4.1 of the Original Agreement is amended
to add the following:
The term of the Agreement is extended through
December 31, 1997.
2. New Section 1.4.4 is added to the Original
Agreement as follows:
(i) A Change of Control will occur if, in a
transaction or related series of transactions,
another person or a group of persons acting
together, other than Pioneer Electronic
Corporation and its affiliates, acquire more than
50% of the voting securities of the Company or if
substantially all of the assets of the Company are
sold in one or a related series of transactions.
(ii) In the event of a Change of Control followed
within 180 days by a without cause termination of
employment or a without cause material reduction
of Employee's duties and responsibilities,
Employee will receive, in lieu of the benefit
provided in Section 3.2.2(i), in one lump sum, the
greater of the remainder of Employee's Fixed
Annual Compensation for the term of the Agreement
or $50,000, less withholding as required. In
addition, the mitigation provisions of Section 3.4
shall not apply in such event.
(iii) In the event of a Change of Control followed
within 180 days by the termination or resignation
of Xxxxx X. Xxxxxxx as Chief Executive Officer or
President of Company and of LHV, Employee may
resign his position within 30 days after such
termination and, in such event, Employee will
receive the same benefits and payments as are set
forth in the immediately preceding paragraph as if
Employee was terminated without cause.
3. Section 2.1 of the Original Agreement is amended
to add the following:
Fixed Annual Compensation for calendar year 1996
will be no less than $210,000 per annum and for
calendar year 1997 will be no less than $220,000
per annum.
4. Section 2.2 of the Original Agreement is replaced
with the following:
Employee shall be eligible to participate in
Company's discretionary corporate bonus program,
as determined, modified and published by Company
from time to time. In addition, Employee's
eligibility for a discretionary bonus and salary
increases in excess of the Fixed Annual
Compensation set forth above shall be based, in
part, upon the following criteria: (i) overall
profitability of the Company; (ii) effectiveness
of the Company's accounting functions; (iii)
Employee's active involvement and participation in
the management of the Company, including setting
financial goals and performance evaluations,
proactive involvement in restructuring the
Company's capital structure, and aggressive
involvement in all other financial aspects of the
Company's business including budgeting, monitoring
the financial performance of the Company's other
divisions and related items ("Incentive
Compensation").
5. Section 2.7 of the Original Agreement is amended
to replace "1996" wherever it appears with "1997."
6. New Section 2.8 is added as follows:
2.8 Stock Options. Upon Employee's execution of a
Stock Option Agreement, Company grants to Employee
options to acquire 20,000 shares of the Company's
common stock at a price per share equal to the
closing price of the Company's common stock on the
NASD Small Cap Market on December 7, 1995 with
such option to vest as follows: (i) 7,000 options
on December 31, 1996, (ii) 7,000 options on
December 31, 1997 and (iii) 6,000 options on
December 31, 1998. In the event of a Change of
Control (as defined above), all unvested options
will immediately vest.
The Options will be subject to such additional
terms and conditions as may be set forth in the
Company's Option Plan as well as the form of Stock
Option Agreement.
In all other respects, the Original Agreement shall
continue in full force and effect.
LIVE ENTERTAINMENT INC.
By:_______________________
Xxxxx Xxxxxxx
LIVE HOME VIDEO INC.
By:_______________________
Xxxxx Xxxxxxx
__________________________
Xxxxxx X. Xxxxxx
