The Nostalgia Network, Inc.
000 Xxxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX
Xx. Xxxx X. Xxxx
000 Xxxxxxxx Xxxxxx
Xxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxxx:
Reference is made to the Employment Agreement (the
"Employment Agreement") dated as of August 2, 1994, by and
between the Nostalgia Network, Inc. ("Employer") and Xxxx X. Xxxx
("Employee"), as amended by the two letters dated August 2, 1994,
by and between Employer and Employee, and by the three letters
dated August 2, 1994, by and between Employee and Concept
Communications, Inc. ("Concept"). Capitalized terms not defined
herein shall have the meaning given to them in the Employment
Agreement.
1. Notwithstanding anything in the Employment Agreement to
the contrary, by mutual agreement, the Employment Agreement shall
expire effective as of June 30, 1996, and Employee shall no
longer be an officer and director of the Employer effective as of
that date, but the Employer's obligations under the first two
sentences of Section 6 of the Employment Agreement shall continue
thereafter. Employee shall continue to serve as a member of
Employer's Board of Directors until June 5, 1996.
Notwithstanding the expiration of the Employment Agreement on
that date, Employee shall continue to receive all the benefits to
which he is entitled under the Employment Agreement, including
but not limited to, the Base Salary provided for in Section 3 of
the Employment Agreement and the additional benefits provided for
in Section 4 of the Employment Agreement, through and in respect
of the period ending June 30, 1996. Employer and Employee retain
the right to enter into discussions concerning a possible future
consulting arrangement to be entered into after June 30, 1996.
Employee agrees, if Employer so requests not later than April 1,
1996, not to take any vacation for the remainder of his
employment term. If Employer has timely requested Employee not
to take any vacation for the remainder of his employment term,
then on June 30, 1996, Employer
will compensate Employee for any accrued vacation days at a rate
equal to 1/250 of his base salary in effect on June 30, 1996 for
each day or part thereof of accrued but untaken vacation.
Employee agrees to cooperate fully with Employer during the
remainder of his employment term, until June 30, 1996.
2. On June 30, 1996, Employer shall pay to Employee as
severance an amount equal to three month's compensation as
provided for in Section 3 of the Employment Agreement (the
"Severance Payments").
3. Employer shall continue to provide to Employee until
January 1, 1997, health insurance, life insurance and disability
insurance as provided for in Sections 4C, 4J and 4K,
respectively, of the Employment Agreement.
4. Section 7A of the Employment Agreement is hereby
amended to read as follows:
From July 1, 1996 until June 30, 1997, Employee shall not,
unless he receives the prior written consent of the Board,
compete with Employer directly or indirectly, as owner,
consultant, employee, partner, venturer, agent, through stock
ownership, investment of capital, lending of money or property,
rendering of services, or otherwise by engaging in any Competing
Business, as hereinafter defined. A "Competing Business" shall
be any of the businesses which operate the following television
channels: Primelife, Our Time, Act Three, Xxxxxx Class Movies,
American Movie Classics, TV Land or any future, as yet unlaunched
television channel whose principal or primary target demographic
audience is understood by the television industry to be viewers
over the age of 45. The restrictions imposed by this Section 7A
shall not apply to any geographic area in which Employer is not
engaged in the Business as of June 30, 1996.
5. Employee's right under the Employment Agreement that,
in the event that at any time while Employee is the holder of at
least 200,000 shares of Employer's common stock (the "Common
Stock"), Concept desires to sell at least a majority of the
shares of Common Stock then held by Concept to a third party
unaffiliated with Concept, as a condition to Concept's ability to
participate in such sale, either (a) Concept shall require such
third party to purchase at the same price and upon the same terms
being offered to Concept all shares of Common Stock
then owned by Employee which he wishes to sell, or (b) Concept
shall purchase at the same price and upon the same terms being
offered to Concept by the third party, all shares of Common Stock
then owned by Employee which he wishes to sell, shall terminate
effective as of June 30, 1996.
6. The parties agree that the termination of the
Employment Agreement effective as of June 30, 1996 is by mutual
agreement and shall not constitute (i) termination without Cause
by Employer, (ii) resignation for Good Cause by Employee, or
(iii) termination for Cause, pursuant to Sections 5C, 5D and 5A
of the Employment Agreement, respectively.
7. Employer hereby releases Employee, and Employee hereby
releases Employer and all of Employer's affiliates, directors and
officers, from any and all claims, liabilities, actions, demands,
suits or causes of action whatsoever (including without
limitation, claims for reasonable legal fees and disbursements),
whether at law or in equity, which said persons or entities or
their predecessors or successors in interest now have relating or
pertaining to Employee's employment, the Employment Agreement and
to their respective performance thereunder, except for their
respective obligations hereunder.
8. Employer agrees to indemnify Employee in connection
with his service to the Company until June 30, 1996, in a manner
consistent with Employer's Certificate of Incorporation and
Bylaws as in effect on the date written below.
9. Payments to Employee of all compensation contemplated
under this Letter Agreement shall be subject to all applicable
legal requirements with respect to the withholding of taxes.
10. In view of the fact that Employer's principal office is
located in the District of Columbia, it is understood and agreed
that the construction and interpretation of this Letter Agreement
shall at all times and in all respects be governed by the laws of
the District of Columbia.
11. The provisions of this Letter Agreement shall be deemed
severable, and the invalidity or unenforceability of any one or
more of the provisions hereof shall not affect the validity and
enforceability of the other provisions hereof.
12. Any controversy or claim arising out of or relating to
this Letter Agreement or the breach of this Letter Agreement
which cannot be resolved by Employee and Employer within thirty
days after one party delivers to the other party written notice
of such controversy or claim shall be submitted to arbitration in
accordance with District of Columbia law and the rules and
procedures of the American Arbitration Association. Such
arbitration shall be conducted by a panel of three arbitrators.
The determination of the arbitrators shall be conclusive and
binding on Employer and Employee. Judgment may be entered on the
arbitrators' award in any court having jurisdiction.
13. Any notice required to be given hereunder shall be
sufficient if in writing, and sent by courier service (with proof
of service), facsimile transmission, hand delivery or certified
or registered mail (return receipt requested and first-class
postage prepaid), to his residence in the case of Employee, and
to its principal office in the case of Employer.
14. This Letter Agreement shall be deemed to be a written
modification of the Employment Agreement within the meaning of
Section 9 of the Employment Agreement and shall not be precluded
by the terms of Section 14 of the Employment Agreement. Except
as modified by this Letter Agreement, the Employment Agreement
shall remain in full force and effect until June 30, 1996.
Thereafter, (a) Employer shall continue to be bound by any
obligations provided for in this Letter Agreement (whether or not
specifically set forth herein) and (b) the Employee shall
continue to be bound by any obligations provided for in this
Letter Agreement (whether or not specifically set forth herein)
and subsections 7C, D and E of the Employment Agreement and in
the letter dated August 2, 1994, by and between Employee and
Concept concerning statements made by the Employee regarding
Concept and other individuals and entities, but only for the time
periods provided for in such subsections and letter.
15. By executing this document on behalf of Employer, the
person so executing it, and the Employer, represent and warrant
that such person has been duly authorized to execute this
agreement as a binding agreement.
IN WITNESS WHEREOF, Employer and Employee have duly executed
this Letter Agreement as of March 1, 1996.
EMPLOYER:
THE NOSTALGIA NETWORK, INC.,
a Delaware corporation
By: /s/Xxxx Xxxx Too
__________________
Name: Xxxx Xxxx Too
Title: Member, Executive Committee
EMPLOYEE:
/s/Xxxx X. Xxxx
_______________
Xxxx X. Xxxx
