KING WORLD PRODUCTIONS, INC.
000 Xxxxxx Xxxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
September 1, 1988
Xx. Xxxxxx Xxxxxxxxxxxx
c/o King World Productions, Inc.
000 Xxxxxx Xxxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
Dear Stuart:
This letter, when accepted by you, shall constitute an agreement
between you and us:
1. (a) We hereby agree to continue to employ you as Vice President
Central Region for the period commencing on the date hereof and terminating on
August 31, 1989, unless extended by us pursuant to paragraph l(b) hereof (the
"Employment Period"). You accept such employment, and agree to diligently and
faithfully perform such services as shall from time to time be reasonably
assigned to you by, or pursuant to a resolution of, our Board of Directors or
our senior management, and diligently and faithfully devote your entire business
time, skill and attention to the performance of such services.
(b) You hereby grant to us an option to extend the Employment
Period for one additional twelve month period to commence on September 1, 1989
and to end on August 31, 1990 (such period being hereinafter referred to as an
"Option Period"). We may exercise each such option by giving you written notice
to such effect at least sixty (60) days prior to the expiration of the
Employment Period. In the event that we elect to exercise such option, the terms
and provisions of this Agreement shall remain in effect and shall apply during
the Employment Period as extended by any such Option Period, except as otherwise
expressly provided herein.
2. (a) We shall pay to you, and you shall accept from us, for your
services during the Employment Period, compensation at the annual rates of (i)
$165,000 for the period commencing on September 1, 1988 through and including
August 31, 1989, and (ii) $175,000 for the period commencing on September 1,
1989 through and including August 31, 1990. Any compensation payable pursuant to
this Paragraph 2(a) shall be paid in accordance with our payroll policy at the
time then in effect.
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(b) During the Employment Period and the Option Period, if any, you
may also be entitled to a bonus if our Board of Directors, in its sole and
absolute discretion, shall so determine.
(c) Subject to the provisions of this paragraph (c), as of the date
hereof, we hereby grant to you under the King World Productions, Inc.
Non-Qualified Stock Option Plan (the "Plan") an option to purchase 5,000 shares
of King World Common Stock, $.01 par value ("Common Stock"), at an exercise
price equal to the lowest closing price of the Common Stock on the New York
Stock Exchange on any trading day during the period commencing on June 1, 1988
and ending on August 31, 1988. You understand and agree, with respect to such
stock option that:
(i) your right to exercise such option shall vest over a five year
period commencing on September 1, 1988 as follows: 20% on August 31, 1989; 20%
on August 31, 1990; 20% on August 31, 1991; 0% on August 31, 1992; and, 40% on
August 31, 1993.
(ii) if you should cease to be a full-time employee of us, then you
shall only have the right to exercise the unexercised portion of any option
granted to you within one month after the date on which you ceased to be so
employed and then only to the extent that such portion was vested (pursuant to
the foregoing vesting schedule) on the date you ceased to be so employed, and
you shall forfeit all other rights to and under said option.
The foregoing, as well as such other terms and conditions as our Board
of Directors may deem appropriate, shall be set forth in a definitive stock
option agreement between you and us. Your rights as an optionee shall be
governed by the terms and conditions of such agreement and the Plan.
(d) You shall be entitled to participate or continue to
participate, as the case may be, on the same basis as our other employees, in
any pension, profit-sharing life insurance, health insurance or hospitalization
plan in effect with respect to such employees.
3. (a) In the event of your death, this agreement shall automatically
terminate, effective upon the date of your death.
(b) In the event that you are unable to perform the duties
required of you pursuant to this agreement for ninety (90) days during the
Employment Period (whether or not such ninety (90) days are consecutive) by
reason of illness or other physical incapacity, we may, after the expiration of
such ninety (90) days, terminate this agreement on thirty (30) days written
notice to you.
3
4. Except as required in connection with the performance of your
services to us, you shall not, during or after the termination of the Employment
Period use or disclose to any person, partnership or corporation any
confidential business information or trade secrets of ours obtained or learned
by you during the Employment Period, including, without limitation, the type and
nature of the contracts entered into by us in connection with the acquisition of
television programming and the distribution of television programming, or the
basis upon which we elect to acquire television programming for distribution.
5. You hereby agree that you shall not, for a period of two (2) years
following the termination of the Employment Period, (a) induce, directly or
indirectly, any person, partnership or corporation from whom or from which we
acquired television programming during the Employment Period, to terminate its
agreement with us with respect to such programming, to refuse to renew any such
agreement or to refuse to furnish to us any other television programming or (b)
induce, directly or indirectly, any employee of ours to terminate his or her
employment with us.
6. You hereby agree that all ideas, creations, improvements and other
works of authorship created, developed, written or conceived by you at any time
during the Employment Period are works for hire within the scope of your
Employment and shall be our property free of any claim whatever by you or any
person claiming any rights or interests through you.
7. You hereby agree to indemnify and hold us harmless from and against
any and all loss, damage, liability, cost and expense, including reasonable
attorney's fees, incurred by us as a result of, arising out of or in connection
with a violation of any term or condition of this agreement required to be
performed or observed by you.
8. This agreement shall be governed by, and construed in accordance
with, the laws of the State of New York and constitutes the entire agreement
between the parties hereto on the subject matter hereof. No waiver or
modification of the terms shall be valid unless in
4
writing signed by the party to be charged and only to the extent therein set
forth. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, assigns, heirs, administrators and
executors.
Yours very truly,
KING WORLD PRODUCTIONS, INC.
By____________________________
ACCEPTED:
By______________________________
Xxxxxx Xxxxxxxxxxxx
KING WORLD PRODUCTIONS, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 28, 1990
Xx. Xxxxxx Xxxxxxxxxxxx
c/x Xxxx World Productions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Stuart:
This letter shall constitute confirmation, pursuant to our letter
agreement with you, dated as of September 1, 1988 (the "Letter Agreement"), that
you and we have agreed to extend the Employment Period (as that term is defined
in the Letter Agreement) to include the period commencing on September 1, 1990
and terminating on August 31, 1992.
In addition, we hereby agree to amend the terms of the Letter
Agreement in the following respects:
1. Modifying the terms of paragraph 1(a) of the Letter Agreement, we
hereby agree to employ you as Vice President Sales - East for the
balance of the Employment Period, commencing on September 1,
1990.
2. Modifying the terms of paragraph 2(a) of the Letter Agreement, we
shall pay to you, and you shall accept from us, for your services
during the Employment Period, compensation at the annual rate of
(i) $225,000 for the period from September 1, 1990 through August
31, 1991, and (ii) $250,000 for the period from September 1, 1991
through August 31, 1992, in each case payable in accordance with
our customary payroll policy.
3. We hereby agree to reimburse you in the amount of $25,000 for
such reasonable expenses as shall be incurred by you in
connection with the relocation of your home to the New York area.
Except as modified hereby, all other terms and provisions of the
Letter Agreement shall continue in full force and effect during the Employment
Period.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:_______________________________
Accepted:
_________________________
Xxxxxx Xxxxxxxxxxxx
KING WORLD PRODUCTIONS, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As of September 1, 1991
Xx. Xxxxxx Xxxxxxxxxxxx
Xxxx World Productions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Stuart:
This letter, when accepted by you, shall constitute an amendment (the
"Second Amendment") to the letter agreement, dated September 1, 1988, as amended
June 28, 1990 (as so amended, the "Letter Agreement"), between King World
Productions, Inc. (the "Company") and you. Unless otherwise modified herein, all
of the terms, definitions and provisions of the Letter Agreement shall continue
in effect and shall govern this Second Amendment. The Company and you hereby
agree as follows:
1. You hereby grant to the Company an option to extend the
Employment Period for two additional twelve-month periods (the
"Option Periods"), to commence on September 1, 1992 and to end on
August 31, 1993, in the case of the first Option Period, and to
commence on September 1, 1993 and to end on August 31, 1994, in
the case of the second Option Period. The Company may exercise
such option by giving you written notice to such effect not later
than July 1, 1992, in the case of the first Option Period, and
July 1, 1993, in the case of the second Option Period. In the
event that the Company elects to exercise the first or both of
such options, the terms and provisions of the Letter Agreement,
as amended hereby, shall remain in effect and shall apply during
the Employment Period as extended by the exercise of any such
option, except as otherwise expressly provided in the Letter
Agreement and herein.
2. The Company shall pay to you, and you shall accept from the
Company, for your services during the extended Employment Period,
(i) subject to the Company's exercising the option for the first
1
Option Period, compensation at the annual rate of $262,500 for
the period from September 1, 1992 through August 31, 1993, and
(ii) subject to the Company's exercising the option for the
second Option Period, compensation at the annual rate of $275,625
for the period from September 1, 1993 through August 31, 1994, in
each case payable in accordance with the Company's customary
payroll policy.
3. Subject to the provisions of this paragraph 3, as of the date
hereof, the Company will grant to you a "non-qualified stock
option" under the Company's 1989 Stock Option and Restricted
Stock Purchase Plan (the "Plan") to purchase 25,000 shares of the
Company's Common Stock, $.0l par value, at an exercise price
equal to $25.00 per share. You understand and agree, with respect
to such option that:
(i) your right to exercise such option shall vest over a five
year period as follows: 20% on August 31, 1992; 20% on August 31, 1993; 20% on
August 31, 1994; and 40% on August 31, 1996; and
(ii) if you should cease to be a full-time employee of the
Company and any of its subsidiaries or affiliates, then you shall only have the
right to exercise the unexercised portion of such option within one month after
the date on which you ceased to be so employed and then only to the extent that
such portion was vested (pursuant to the foregoing vesting schedule) on the date
you ceased to be so employed, and you shall forfeit all other rights to and
under such option, provided, however, that if your full-time employment ceases
by reason of your death or "disability" (within the meaning of Section 22(e)(3)
of the Internal Revenue Code of 1986, as amended), then such one month period
shall instead be a one-year period following the cessation of your employment.
The foregoing, as well as such other terms and conditions as the
Company shall deem appropriate, shall be set forth in a definitive stock option
agreement. Your rights as an optionee shall be governed by the terms and
conditions of such agreement and the Plan.
2
Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect during the Employment Period.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:__________________________
Accepted:
/s/ Xxxxxx Xxxxxxxxxxxx
-------------------------
Xxxxxx Xxxxxxxxxxxx
3
KING WORLD PRODUCTIONS, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
As of June 3, 1993
Xx. Xxxxxx Xxxxxxxxxxxx
c/x Xxxx World Productions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Stuart:
This letter, when accepted by you, shall constitute an amendment (the
"Third Amendment") to the letter agreement, dated September 1, 1988, as amended
June 28, 1990 and September 1, 1991 (as so amended, the "Letter Agreement"),
between King World Productions, Inc. (the "Company") and you. Unless otherwise
modified herein, all of the terms, definitions and provisions of the Letter
Agreement shall continue in effect and shall govern this Third Amendment. The
Company and you hereby agree as follows:
1. The Company hereby exercises its option to extend the
Employment Period for an additional twelve-month period
commencing September 1, 1993 and ending on August 31, 1994.
2. Your salary compensation for the period from September 1, 1993
through August 31, 1994 shall be payable at the annual rate of
$250,000.
3. You hereby grant to the Company an option (the "Option") to
extend the Employment Period for an additional twelve-month
period to commence on September 1, 1994 and to end on August 31,
1995. The Company may exercise the Option by giving you written
notice to such effect not later than July 1, 1994. In the event
that the Company elects to exercise the Option, the terms and
provisions of the Letter Agreement, as amended hereby, shall
remain in effect and shall apply during the Employment Period as
extended by the exercise of the Option, except as otherwise
expressly provided in the Letter Agreement and herein.
4. If the Company shall exercise the Option, the Company shall
pay to you, and you shall accept from the Company, salary
compensation at the annual rate of $262,500 for the period from
September 1, 1994 through August 31, 1995.
Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:__________________________________
Accepted:
---------------------
Xxxxxx Xxxxxxxxxxxx
As of September 1, 1995
Xx. Xxxxxx Xxxxxxxxxxxx
c/o King World Productions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Stu:
This letter, when accepted by you, shall constitute an amendment (the "Fourth
Amendment") to the letter agreement, dated September 1, 1988, as amended June
28, 1990, as of September 1, 1991 and as of June 3, 1993 (as so amended, the
"Letter Agreement"), between King World Productions, Inc. (the "Company") and
you. Unless otherwise modified herein, all of the terms, definitions and
provisions of the Letter Agreement shall continue in effect and shall govern
this Fourth Amendment.
1. The Company and you hereby agree to extend the Employment Period
for an additional two-year period commencing September 1, 1995
and ending on August 31, 1997.
2. Your salary compensation for the period from September 1, 1995
through August 31, 1996 shall be payable at the annual rate of
$250,000.
3. Your salary compensation for the period from September 1, 1996
through August 31, 1997 shall be payable at the annual rate of
$275,000.
Except as modified herein, all terms and provisions of the Letter Agreement
shall continue in full force and effect.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:_____________________________
Accepted:
________________________
Xxxxxx Xxxxxxxxxxxx
KING WORLD PRODUCTIONS, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 16, 1997
Xx. Xxxxxx Xxxxxxxxxxxx
c/x Xxxx World Productions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Stu:
This letter, when accepted by you, shall constitute an amendment (the
"Fifth Amendment") to the letter agreement, dated September 1, 1988, as amended
June 28, 1990, September 1, 1991, June 3, 1993 and September 1, 1995 (as so
amended, the "Letter Agreement"), between King World Productions, Inc. (the
"Company") and you. All of the definitions of the Letter Agreement shall govern
this Fifth Amendment. The Company and you hereby agree as follows:
1. The Employment Period shall be extended so as to terminate on
August 31, 1999.
2. Your salary compensation for the period from September 1, 1997
through August 31, 1999 shall be payable at the annual rate of
$400,000.
3. If the proposed talk/variety television series hosted by
Xxxxxxxx is produced for premiere in the 1998/99 broadcast season
with coverage (determined on an NSS basis), upon such premiere,
of at least 80% of United States television homes, then the
Company shall, by September 30, 1998, pay you a one-time bonus in
an amount equal to the product of (a) the number of percentage
points of such coverage and (b) $1,000 (i.e., for purposes of
clarity, a maximum bonus of $100,000).
Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:__________________________________
Accepted:
---------------------
Xxxxxx Xxxxxxxxxxxx
KING WORLD PRODUCTIONS, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1998
Xx. Xxxxxx Xxxxxxxxxxxx
c/x Xxxx World Productions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Stu:
This letter, when accepted by you, shall constitute an amendment (the
"Sixth Amendment") to the letter agreement, dated September 1, 1988, as amended
June 28, 1990, September 1, 1991, June 3, 1993, September 1, 1995 and June 16,
1997 (as so amended, the "Letter Agreement"), between King World Productions,
Inc. (the "Company") and you. All of the definitions of the Letter Agreement
shall govern this Sixth Amendment. The Company and you hereby agree as follows:
1. The Employment Period shall be extended so as to terminate on
August 31, 2001.
2. Your salary compensation for the period (a) from September 1, 1999
through August 31, 2000 shall be payable at the annual rate of
$425,000 and (b) from September 1, 2000 through August 31, 2001 shall
be payable at the annual rate of $450,000.
Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:__________________________________
Accepted:
---------------------
Xxxxxx Xxxxxxxxxxxx
