EXHIBIT 00.00
Xxxxx XxXxxxx
Xxx Xxxx, XX
Dear Xx. XxXxxxx:
This letter, when executed by both you and Fox Channels Services, 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. (a) The Company hereby employs you for a period of five years, commencing
July 1, 1999 and ending June 30, 0000 ("xxx Xxxx"). If you continue in the
employ of the Company after the end of the above Term, your employment shall be
on an at-will basis at the weekly salary rate paid during your last regular pay
period hereunder.
2. You shall perform such duties consistent with your position set forth in
paragraph 3.(a), 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's Board of Directors, its Executive Committee,
Chairman of the Board, Vice Chairman of the Board, and President, President, or
persons occupying substantially identical positions thereto.
3. (a) You shall serve as President, Fox Channels Group Sales. For purposes of
this Agreement, Fox Channels Group will be considered the set of businesses
currently known as Fox Sports Networks (including the Fox Sports Regional Sports
Networks, Fox Sports Net, and Fox Sports World), FX, FXM and the Health Network.
Additional networks/responsibilities may be added during the Term. You shall
report to either Xxxx Xxxxx and or the President of Fox Television Group, or to
other executives with comparable titles and responsibilities.
(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.
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5. For your services hereunder, the Company will, during the term
of your employment described in Paragraph 1.(a) hereof, on regular pay dates as
then in effect under applicable Company policy, pay you at the rate of:
(a) $620,000 per annum for the twelve month period from
July 1, 1999 through June 30, 2000;
(b) $665,000 per annum for the twelve month period from
July 1, 2000 through June 30, 2001;
(c) $720,000 per annum for the twelve month period from
July 1, 2001 through June 30, 2002;
(d) $800,000 per annum for the twelve month period from
July 1, 2002 through June 30, 2003;
(e) $900,000 per annum for the twelve month period from
July 1, 2003 through June 30, 2004.
6. In addition to the amounts to be paid to you pursuant to
Section 5, the Company shall provide the following:
(a) You shall receive a discretionary annual bonus of between
40% to 60% of your base salary per year, based on your group's performance
against annual budgets.
(b) You shall participate in the News Corporation Stock
option plan commencing with fiscal 1999 grants, at a level no less favorable to
other comparable Fox Entertainment Group Executives with similar
responsibilities, titles and/or salaries.
(c) You shall receive a comprehensive benefits package which
shall include club membership (all annual fees).
(d) You shall receive a car allowance in the amount of
$1100.00 per month.
(e) Your existing Fox/Liberty Networks Stock Appreciation
Rights units shall be paid as vested, at a price per unit of no less than
$250.00
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.
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(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, 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.
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10. 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.
11. 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.
12. In consideration of the making of this Agreement, as well as of the other
consideration stated herein, you expressly agree that any contract, agreement or
understanding between you and the Company with respect to severance or
termination pay, notice of severance or termination, or pay in lieu of notice of
severance or termination previously extended to you whether by way of contract,
letter, or Company termination policy, is hereby rescinded. You further agree
that if you continue in the employ of the Company after the end of this
Agreement, your employment may be terminated in accordance with the provisions
of such then existing Company policies as may then be in effect applicable to
comparable executives of the Company.
13. This Agreement shall be governed by the laws of the State of
California applicable to contracts performed entirely therein.
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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 Channels Services, L. L. C.
/s/ Xxxx Xxxxx
By______________________________________
Xxxx Xxxxx
President, Fox Sports Networks, L.L.C.
July 29, 1999
______________________________________
Date
THE FOREGOING IS AGREED TO:
/s/ Xxxxx XxXxxxx
______________________________
Xxxxx XxXxxxx
August 3, 1999
_________________________
Date
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