EXHIBIT 10.9
November 7, 2002
Gemstar-TV Guide International, Inc.
000 Xxxxx Xxx Xxxxxx Xxx.
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Gentlemen:
Notwithstanding anything to the contrary contained in the Restructuring
Agreements (as defined in the Umbrella Agreement (the "Umbrella Agreement") of
even date herewith among Ms. Xxxxx Ma Xxxxx, Xx. Xxxxx Xxxx, The News
Corporation Limited and Gemstar-TV Guide International, Inc. (the "Company")),
Xx. Xxxxx and the Company agree that:
1. The Company will retain, in a segregated interest bearing account (the
"Segregated Account"), the termination fee and all amounts to be paid in
settlement of Xx. Xxxxx'x unpaid salary, bonuses and unused vacation days
(collectively, the "Retained Funds") due to Xx. Xxxxx on the Effective Date
pursuant to Section 2(a) of the Xxxxx Termination Agreement (as defined in the
Umbrella Agreement), and upon doing so, the Company will be deemed to have
performed all of its payment obligations as of the Effective Date under the
Restructuring Agreements, and, except as otherwise contemplated by this
paragraph, all other actions (including Xx. Xxxxx'x resignation and the
termination of Xx. Xxxxx'x existing employment agreement) required to take place
on the Effective Date will be deemed to have been performed as of such time. The
Retained Funds will be retained by the Company and remain Company property
until, with respect to any portion of the Retained Funds, the earlier of (a) the
disbursement of such Retained Funds in accordance with the terms of an agreement
reached between the Securities and Exchange Commission (the "SEC") and Xx. Xxxxx
and (b) the disbursement of any remaining Retained Funds to Xx. Xxxxx on May 6,
2003 (the "Release Date"). On the Release Date, the Company will transfer the
balance of the Retained Funds, as well as all interest earned thereon, to Xx.
Xxxxx in accordance with clause (a) or (b) as the case may be.
Notwithstanding the prior sentences and, provided that the SEC does not
object in either of the following cases, (i) upon receipt of proper
substantiation of the amounts requested, the funds due under Section 4 of the
Xxxxx Termination Agreement shall be paid directly by wire transfer to Xxxxx
Xxxxxx LLP promptly after the date hereof, and (ii) any restricted stock, stock
options, or stock units granted pursuant to the Restructuring Agreements
(collectively, the "Equity Awards") on the Effective Date, or any date
thereafter, shall be issued directly to Xx. Xxxxx in accordance with the terms
of the Restructuring Agreements. If, prior to the date of issuance, a court
order prohibiting any such issuance or requiring the escrow (or other similar
arrangement) of any of the Equity Awards has not been obtained and remain in
force, such
November 7, 2000
Page 2
Equity Awards will be issued to Xx. Xxxxx on the later of (a) the Release Date
and (b) such later date on which any such Equity Award is to be issued pursuant
to the Restructuring Agreements.
Xx. Xxxxx hereby acknowledges that the Company will not have any obligation
under this letter agreement or under any of the Restructuring Agreements to make
any disbursement of any portion of the Retained Funds or to issue any of the
Equity Awards to the extent that a court order prohibiting any such disbursement
or issuance, or requiring the escrow (or other similar arrangement) of such
Retained Funds or Equity Awards has been obtained and remains in force.
2. As soon as reasonably practicable after the date hereof (but in no
event later than seven business days hereafter), the Company's outside legal
counsel and/or counsel to the Special Committee of the Board of Directors, along
with counsel to Xx. Xxxxx, will arrange to meet with the SEC for the purpose of
jointly seeking the SEC's concurrence to release to Xx. Xxxxx from the
Segregated Account those funds to which Xx. Xxxxx is entitled pursuant to her
existing employment agreement.
3. Notwithstanding the terms of the New Xxxxx Employment Agreement (as
defined in the Umbrella Agreement) and the Xxxxx Termination Agreement, (i)
until December 31, 2002, the Company will continue to pay Xx. Xxxxx at the
annualized salary of $1,360,145 per annum, such salary being that which was
effective immediately prior to the date hereof (the "Current Salary"), and (ii)
the termination fee set forth in Section 2(a) of the Xxxxx Termination Agreement
will be decreased to equal $6,828,343.
4. For all purposes under the Restructuring Agreements, the "Effective
Date" shall mean November 7, 2002 and the Restructuring Agreements shall be
effective as of such date.
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page follows]
November 7, 2002
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[Signature page to Gemstar Side Letter Dated November 7, 2002]
Approved and Agreed to:
/s/ Xxxxx Ma Xxxxx
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Xxxxx Ma Xxxxx
/s/ Xxxx Xxxxx
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Gemstar-TV Guide International, Inc.
By: Xxxx Xxxxx
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Title: Co-President
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