EXHIBIT 10.25
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT (this "Amendment") dated as of
October 11, 2001 between TELEMUNDO COMMUNICATIONS GROUP, INC., a Delaware
corporation ("Telemundo Communications") and XXXX XXXXX ("Employee").
WHEREAS, Telemundo Communications and Employee are parties to that certain
Employment Agreement dated as of August 12, 1998, as amended by Amendment No. 1
to Employment Agreement dated as of September 17, 1999, as further amended by
Amendment No. 2 to Employment Agreement dated as of November 30, 2000
(collectively, the "Agreement").
WHEREAS, concurrently with the execution of this Amendment, Telemundo
Communications has entered into an Agreement and Plan of Merger, dated as of
October 11, 2001 (the "Merger Agreement"), by and among General Electric
Company, a New York corporation ("Parent"), National Broadcasting Company, Inc.,
a Delaware corporation and a wholly owned subsidiary of Parent (the "Buyer"), TN
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
Parent (the "Acquisition Subsidiary"), SPE Mundo, Investment Inc., a California
corporation, and Telemundo Communications, whereby the Buyer will acquire
Telemundo Communications through a merger of Telemundo Communications with and
into the Acquisition Subsidiary (the "Transaction").
WHEREAS, Telemundo Communications and Employee wish to amend the Agreement
by this Amendment.
NOW, THEREFORE, the parties hereto agree as follows:
1. All terms used herein but not defined shall have the meanings given in the
Agreement.
2. The Agreement is hereby amended to add the following Section 3(d):
(d) Subject to subsection 3(d)(v) below, on the Closing Date (as
defined in the Merger Agreement) of the Transaction, Employee shall be
entitled to a payment determined as set forth in this Section 3(d) (the
"Transaction Payment"), provided that the Agreement has not expired prior
to the Closing Date of the Transaction by reason of Employee's voluntary
termination of employment with Telemundo Communications or by reason of the
termination of Employee's employment pursuant to Section 4(d) of the
Agreement due to the occurrence of any of the events described therein. As
of the date hereof, the Company acknowledges that it is not aware of the
occurrence of any of the events described in Section 4(d) of the Agreement
that would give rise to a termination of Employee's employment pursuant to
such section. In the event the Agreement is terminated for any other reason
(including without limitation by reason of the occurrence of any of the
events described in Sections 4(b) or (c) of the Agreement), Employee shall
be entitled to the Transaction Payment in the same manner and to the same
extent as if Employee were employed with Telemundo Communications on the
Closing Date (as defined in the Merger Agreement) of the Transaction.
(i) Definitions. Capitalized terms used in this Section 3(d) shall
be defined as set forth below, unless otherwise expressly defined
elsewhere:
(A) "Enterprise Value" shall mean the sum of (a) $2,050 million, (b) $677
million and (c) the aggregate amount of any Additional Amount (as defined in the
Merger Agreement) paid.
(B) "Equity Value" means, (x) 70% of the Enterprise Value minus (y) the sum
of (a) -$5 million, (b) $338.5 million, (c) $227,083,000 plus 100% of the
Network Group Contributed Capital Amount after the date hereof through the
Closing Date and (d) $171.6 million plus 50% of the Station Group Contributed
Capital Amount after the date hereof through the Closing Date.
(C) "Network Group Contributed Capital Amount" means the aggregate amount
of net equity capital contributions of the Stockholders to Telemundo Network
Group LLC ("Telemundo Network") or to Telemundo Communications for the benefit
of Telemundo Network made on or after July 1, 1999.
(D) "Station Group" means Telemundo Holdings, Inc.
(E) "Station Group Contributed Capital Amount" means the aggregate amount
of net equity capital contributions of the Stockholders to Station Group or to
Telemundo Communications for the benefit of Station Group made on or after July
1, 1999.
(F) "Stockholders" means those persons holding equity interests in
Telemundo Communications.
(ii) Amount of Transaction Payment. The Transaction Payment shall be
equal to Employee's vested percentage multiplied by ninety?nine one
hundredths of one percent (.99%) of the Equity Value. An illustrative
example of the method of calculation is set forth on Exhibit A hereto.
Employee's vested percentage for the purpose of this calculation only shall
be deemed to be ninety percent (90%).
(iii) Timing and Form of Transaction Payment. The Transaction Payment
shall be payable in a lumpsum, cash payment (less applicable withholding
taxes) on the Closing Date.
(iv) Early Termination of Employment. In the event the Agreement is
terminated following the signing of the Merger Agreement and prior to the
Closing Date pursuant to Employee's voluntary termination of employment or
pursuant to Section 4(d) of the Agreement, Employee will not be entitled to
any Transaction Payment or any Bonus Payment.
(v) The Transaction Payment and any other benefits or payments to
which Employee may be entitled in connection with the Transaction
(collectively, the "Aggregate Transaction Payments") shall not be payable
unless such Aggregate Transaction Payments shall have been approved by such
number of persons entitled to vote as is required by the terms of Section
280G(b)(5)(B) of
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the Internal Revenue Code of 1986, as amended (the "Code"), in a manner
which satisfies all applicable requirements of such Code Section
280(G)(b)(5)(B) and the proposed Treasury Regulations thereunder, including
(without limitation) Q-7 of Section 1.280G-1 of such proposed regulations.
In the event such Stockholder approval is not obtained, this Amendment
shall be of no force or effect.
3. Employee understands and agrees that upon payment of the Transaction
Payment on the Closing Date, and subject to Employee and Buyer having executed a
new employment agreement with effect from and after the Closing Date, the
Agreement shall terminate in full and Telemundo Network, Telemundo
Communications and each of their respective officers, directors and shareholders
shall have no further obligations under the Agreement or this Amendment.
4. In the event the Merger Agreement terminates prior to the Closing Date,
this Amendment shall be of no force or effect and Employee's entitlement to the
Bonus Payment, if any, shall be determined without reference to this Amendment.
5. Except as expressly modified herein, all of the terms of the Agreement
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement or
caused it to be executed on their behalf as of the date first above written.
TELEMUNDO TELECOMMUNICATIONS GROUP INC.
By:
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Xxxx Xxxxx
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