EXHIBIT 10.36
AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of July 5, 1994
(the "Commencement Date"), by and between SPELLING ENTERTAINMENT GROUP INC.
("SEGI"), a Florida Corporation ("Employer") and XXXX X. XXXXXXXXX ("Employee").
The parties agree to the following:
1. DUTIES: Employer engages Employee to serve in the capacity of Vice
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President, Taxes and Finance, reporting to the Chief Financial Officer ("CFO")
of Employer, or such other person as may later be designated by the CFO or Chief
Executive Officer ("CEO") of Employer. During the term of this Agreement,
Employer shall determine within its sole and absolute discretion the scope of
duties and responsibilities of Employee, so long as such duties and
responsibilities are consistent with those exercised by a Vice-President, Taxes
and Finance. In addition, Employer will determine within its sole and absolute
discretion the particular additional office or offices, if any, to be held by
Employee with Employer or its affiliates or subsidiaries. Employee shall furnish
such other services to Employer as may be requested by Employer in its sole and
absolute discretion. Employee shall furnish his services to Employer on an
absolutely exclusive basis. Employee shall not perform any services of any kind
or nature which could interfere with the performance of his services hereunder
for any individual, partnership, corporation or other entity, or engage in any
self employment, and shall not engage in any activity whatsoever which would
interfere with the performance of his services hereunder. Employee shall not
use, or allow the use of, his title or offices with Employer or the fact of his
employment or affiliation with Employer or any of its affiliated entities in
connection with any activities or endeavors which are not specifically and
directly related to the performance of his duties under this Agreement without
the specific and express written authorization of the CFO of Employer, or his or
his express designee. Furthermore, Employee shall not become financially
interested in or associated with, directly or indirectly, any other individual,
partnership, corporation or other entity in connection with the production,
distribution or exhibition of motion pictures, television programs, sound
recordings, theatrical plays, any visual and or audio recordings of any kind, in
the broadcasting and/or music publishing businesses, or any other entertainment
related business or activity; provided, however, that the foregoing shall not
prevent Employee from (i) holding a passive legal or beneficial interest in any
partnership, corporation or other entity which is not a competitor of Employer
(or any subsidiary of Employer) in any of the Employer's (or any of its
subsidiaries) lines of business or (ii) from holding a legal or beneficial
interest not exceeding one percent (1%) of the outstanding stock of any publicly
traded corporation whether or not such publicly traded corporation competes with
Employer (or any of its subsidiaries) in any of Employer's (or any of its
subsidiaries') lines of business.
2. TERM OF EMPLOYMENT: Subject to prior termination as hereinafter
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provided, Employer hereby employs Employee and Employee hereby accepts
employment with Employer, under the terms and conditions set forth in this
Agreement commencing on the Commencement Date and terminating on June 30, 1997
(the "Employment Term"). Both Employee and Employer acknowledge and agree that
neither has any obligation or duty to renew, extend or negotiate for the renewal
or extension of the employment relationship beyond the Employment Term. Should
the
employment relationship continue after the Employment Term without the agreement
to and execution of a complete and integrated written employment contract, the
employment during such period shall be completely at will, so that either
Employer or Employee may terminate the employment at any time, without notice,
for any reason or no reason, and no reason need be given.
3. COMPENSATION:
3.1 Base Salary: As compensation for the performance by
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Employee of all his obligations hereunder, Employer shall pay Employee a base
salary ("Base Salary") as follows: Employee's Base Salary during the first year
of the Employment Term shall be $130,000. Employee's Base Salary is subject to
review and possible adjustment after each year of employment hereunder. Although
Employee acknowledges and agrees that Employer's agreement to so review his Base
Salary after each year of employment hereunder does not obligate Employer to
increase his Base Salary, Employee's base salary shall not be decreased below
$130,000 per annum. All compensation under this section shall be payable in
accordance with Employer's normal practices. No additional compensation shall be
payable to Employee by reason of any hours worked on Saturdays, Sundays,
holidays or otherwise.
3.2 Bonus Compensation: Employee may also be eligible to
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receive discretionary bonus compensation. The amount of such discretionary bonus
compensation, if any, however, shall be determined on an individual basis by the
Employer in its sole and absolute discretion using the same criteria, if any, as
are used in connection with the discretionary bonus compensation decisions made
with respect to executives of similar stature as that of Employee.
4. BENEFITS:
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4.1 Expenses: Employer agrees to repay or reimburse Employee for
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ordinary and necessary business expenses compatible with Employer's general
policies for executives of similar stature, upon the presentation of itemized
statements of such business expenses on the form generally used by executives of
Employer within forty-five (45) days of the occurrence of such expense. Employee
shall obtain permission of the CFO of Employer, or such other person as may be
designated by Employer, before incurring any business expenses out of the
ordinary course.
4.2 Medical, Insurance and Other Benefits: During the
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Employment Term, Employee shall be entitled to participate in all benefit plans
available to other SEGI executives of similar stature, including without
limitation, group medical, dental or disability benefits, as such plans or
benefits may be established or modified from time to time in Employer's sole and
absolute discretion.
4.3 Stock Options: Employee shall be granted 25,000 stock
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options to purchase common stock of Spelling Entertainment Group Inc. ("SEGI"),
at a purchase price equal to the closing price on July 5, 1994, pursuant to the
terms of the SEGI Stock Participation Plan. Said options shall vest in four (4)
equal annual installments commencing July 4, 1995. Vesting of stock options
shall continue during the Employment Term if Employee's employment is terminated
without cause, as defined in Paragraphs 5 and 6, below. Otherwise, vesting shall
cease upon
termination of Employee's employment, and Employee's right to exercise stock
options shall cease after termination of Employee's employment for any reason in
accordance with the terms of the SEGI Stock Participation Plan. Employee
acknowledges and agrees that the vesting periods referred to herein do not
expressly or impliedly constitute a promise or representation concerning an
extension or continuation of the employment relationship beyond the Employment
Term.
4.4 Vacation: During the Employment Term, Employee shall be
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entitled to four (4) weeks vacation per year without reduction in Employee's
Base Salary, in accordance with the policies established from time to time by
Employer.
4.5 Pension: Employee shall be eligible to participate in
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Employer's 401(k) plan offered to its employees, on the same terms and
conditions applicable to all employees of similar stature under the plan.
4.6 Benefits: All the benefits described in this Section
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shall cease immediately upon the termination of Employee's employment with
Employer for any reason, subject to Employee's rights under COBRA and ERISA.
5. TERMINATION BY EMPLOYER FOR CAUSE: Notwithstanding anything to the
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contrary in this Agreement, if at any time Employer, through its CFO or the
express designee(s) of the CEO of SEGI, has a reasonable basis to believe that
Employee has committed any act or omission that constitutes "cause" as defined
below, Employee shall be in breach of this Agreement, and Employer shall have
the right to terminate Employee's employment immediately and retain any rights
in equity or law including rights of offset against Employee for such breach,
and Employee's compensation and benefits shall cease immediately, subject only
to such rights as Employee may have under COBRA or ERISA. As used herein, the
term "cause" shall mean:
(i) Employee's conviction of any crime (whether or not
involving Employer) which constitutes a crime of moral turpitude or is
punishable by imprisonment of one year or more;
(ii) Any act or omission by Employee involving malfeasance
or negligence, or constituting a material breach of this Agreement;
(iii) Employee's omission or act constituting fraud,
dishonesty or misrepresentation, whether prior or subsequent to the date
hereof, including, without limitation any fraud, dishonesty or
misrepresentation relating to Employee's hiring by Employer;
(iv) Employee's failure, inability (which does qualify as a
disability under federal or state law), or refusal to perform Employee's
duties on an exclusive and full-time basis;
(v) Employee's violation of any rule or regulation of
Employer applicable to other employees of similar stature;
(vi) Any other act, omission, fact or event which could
constitute cause under federal or state law.
Employee acknowledges and agrees that he is a fiduciary of Employer and, as
such, has affirmative and active duties of loyalty, confidence, trust and
cooperation with Employer. In connection with such duties, Employee acknowledges
and agrees that he will be required to provide to Employer any and all written
or oral information deemed relevant by Employer in connection with its review
and determination of cause. Employee acknowledges and agrees that such duties
survive the termination of his employment and that his failure to so cooperate
with Employer's review and determination of cause shall itself constitute cause
justifying the termination of employment.
6. MITIGATION: If Employee's employment is terminated by Employer
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without cause as defined above, Employee shall have an active and affirmative
duty to use continuous good faith and best efforts to seek alternative
employment and to report to Employer on a monthly basis concerning such efforts.
Employer shall be entitled to reduce the amount of any compensation and
applicable benefits payable to Employee under this Agreement by the amount of
salary, bonus and/or benefits or other compensation of any kind earned or
received by Employee from any third party and/or any such amounts, compensation
or benefits earned through self employment from the date of termination through
the end of the Employment Term. Employee acknowledges and agrees that any
failure by Employee to use such efforts to mitigate shall constitute a material
breach of this Agreement and shall constitute a ground excusing further
performance by Employer under this Agreement.
7. CONFIDENTIALITY: During the term of Employee's employment and
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thereafter, Employee shall keep in absolute confidence and shall not use for
Employee or others, or divulge to others, any information pertaining to
Employer's business, including without limitation, secret or confidential
information, knowledge, data or plans of Employer, including without limitation,
matters of a business nature such as information about costs and profits,
projections, personnel information, records, customer lists, contact persons,
customer data, software, and sales data, or matters of a creative nature,
including without limitation, matters regarding or including ideas of a literary
or dramatic nature, or regarding any form of motion pictures ("Company
Information"). Company Information shall be considered and kept as the private
and privileged information of Employer and may not be divulged without the
express written authorization of the President of Employer or his or her express
designee. Any records, files, lists, drawings, documents, models, equipment,
software or the like relating to Employer's business which Employee shall
prepare or use, or come into contact with or any other Company Information shall
not be removed from Employer's premises without Employer's express and specific
written consent, except as specifically required to perform Employee's duties
under this Agreement in the course and scope of Employee's employment during the
term of Employee's employment, and shall be returned to Employer (including all
copies or other recordation) immediately upon the termination of Employee's
employment hereunder. If Employee breaches any of the covenants in this Section,
then Employer shall have the right to enforce any legal or equitable remedy
(including, without limitation, preliminary and permanent injunctive relief and
accounting for all profits and benefits) that may be available and Employee
agrees that Employee's duties of confidentiality with respect to Company
Information shall survive the termination of his employment with Employer.
Employee
acknowledges and agrees that any breach of such covenants could cause
irreparable harm to Employer and, as such, entitle Employer to an injunction to
enjoin unauthorized disclosure of Company Information.
8. DISABILITY: At any time that Employee is Materially Disabled (as
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hereinafter defined) during the Employment Term, Employer may at its election
terminate this Agreement and both Employee and Employer shall thereupon be
released and discharged of and from all further obligations when this Agreement
hereunder except for obligations under Sections 5, 7 and 10 and 11 hereof, or as
required by COBRA or ERISA. "Materially Disabled" shall mean any instance where
Employee is not able as a result of a serious health condition to render full
services as contemplated hereby for any period totalling more than twelve (12)
weeks in the aggregate during any twelve (12) month period. Employee
acknowledges the critical nature of his position and the functions he exercises
with Employer and that agrees his continued employment after he is materially
disabled would constitute an undue hardship to Employer for which no further
reasonable accommodation would be possible. Employee acknowledges and agrees
that Employer will be entitled access to any medical information and to
communicate with any of his medical practioners for the purpose of independently
reviewing and assessing any claimed disability. Employee further acknowledges
and agrees that Employee may be required to submit to duly licensed medical
practioners selected by Employer for the purpose of Employer's independent
review of any claimed disability.
9. DEATH: In the event of Employee's death, at any time during the term
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hereof, this Agreement shall terminate, and both Employee and Employer shall
thereupon be released and discharged from all further obligations hereunder
except for any vested benefits and earned and unpaid earned Base Salary for time
worked.
10. SOLICITATION: Upon the termination of the employment relationship
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between Employer and Employee, and for a period of one (1) year thereafter,
Employee agrees not to induce or attempt to induce any employees of Employer to
seek or to accept employment with any entity or individual other than Employer.
11. OWNERSHIP OF IDEAS: Employer shall own, and Employee hereby transfers
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and assigns to it, all rights, of every kind and character throughout the world,
in perpetuity, in and to any material and/or ideas and all results and proceeds
of Employer's and Employee's services hereunder, or conceived of or produced
during the term of Employee's Employment by either of them, whether the same
consists of literary, dramatic, musical, motion picture, mechanical, or any
other form of works, themes, ideas, inventions, creations, products or
compositions. Employee agrees to execute and deliver to Employer such
assignments, certificates of authorship, or other instruments in accordance with
standard industry practice as Employer may require from time to time to evidence
ownership of the results and proceeds of Employer's and Employee's services.
Employee's agreement to assign to Employer any of his rights as set forth in
this Section 11 does not apply to any invention which qualifies fully under as
his invention under the provisions of Section 2870 of the California Labor Code,
where no equipment, supplies, facility, or trade secret information of Employer
was used and which was developed entirely upon Employee's own time, and which
(i) does not relate to the business of Employer or to its actual or demonstrably
anticipated research or development, or
(ii) which does not result from any work performed by Employee for Employer.
Employee represents and warrants that except as previously disclosed to Employer
in writing, Employee neither owns nor controls any copyright rights, literary
rights, contract rights, or other rights in any literary, dramatic work, musical
work or any concept or idea which could be the basis for a television program,
feature film, video or other motion picture or copyrightable product.
12. REPRESENTATIONS AND WARRANTIES: Employee represents and warrants that
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Employee has all right, power, authority, and capacity, and is free, to enter
into this Agreement; and that by doing so Employee will not violate or interfere
with the rights of any other person or entity; and that Employee is not subject
to any contract, understanding, or obligation which will or might prevent,
interfere with, or impair the performance of this Agreement by Employee.
Employee will indemnify, defend and hold Employer harmless with respect to any
losses, liabilities, demands, claims, fees, expenses, damages, and costs
(including attorneys' fees and court costs) resulting from or arising out of any
breach or alleged breach of any representation, warranty or covenant of Employee
contained herein. Employer and Employee are familiar with the requirements of
Section 507 (regarding the acceptance or payment of money or other consideration
for the inclusion of program matter) of the Federal Communications Act, are
aware that the violation of Section 507 constitutes a criminal offense, have not
violated and will not violate any of the provisions of said Section 507, and
have not and will not do any act which would require disclosure pursuant to said
Section 507. Employer shall indemnify, defend and hold harmless Employee for any
claims, losses or damages (including reasonable attorneys fees) arising out of
the carrying out of Employee's duties under this Agreement, except for claims,
losses and damages arising out of the gross negligence or malfeasance of
Employee.
13. SERVICES UNIQUE: It is mutually understood and agreed that Employee's
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services and covenants, being personal to Employee are special, unique, unusual,
extraordinary, and of an intellectual character giving them a peculiar value,
for the loss of which Employer cannot be reasonably compensated in damages in an
action at law, and therefore in the event of any breach by Employee of this
Agreement, Employer shall be entitled to make application to a court of
competent jurisdiction for equitable relief by way of injunction or otherwise.
This provision shall not, however, be construed as a waiver of any of the rights
which Employer may have for damages under this Agreement or otherwise, and all
of Employer's rights and remedies shall be unrestricted.
14. COMPLETE AGREEMENT; MODIFICATION: This Agreement is the product of
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negotiation between the parties hereto and supersedes all prior agreements, if
any, between Employer and Employee and constitutes the entire agreement between
Employer and Employee. No modification of this Agreement, or other agreement,
condition or stipulation shall be valid or binding unless the same be in writing
and duly executed by Employer, through the CFO of Employer or his or his express
designee, and Employee. No person has any authority to make any representation
or promise on behalf of the parties not set forth herein and this Agreement has
not been executed in reliance upon any representation or promise except as
contained herein. No waiver by any party to this Agreement shall be deemed to be
a waiver of any proceeding or succeeding breach and the fact that an objection
is waived for a period of time or in one instance shall not be considered a
continuing waiver.
15. SEVERABILITY: If any provision of this Agreement is declared invalid,
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illegal, or incapable of being enforced by any court of competent jurisdiction,
all the remaining provisions of this Agreement shall nevertheless continue in
full force and effect and no provision shall be deemed dependent upon any other
provision unless so expressed herein.
16. NOTICES: Any notice required or desired to be given to Employer or
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to Employee shall be given in writing, and shall be addressed (i) to Employer at
its principal place of business, and (ii) to Employee at his most recent home
address in the records of Employer, or to such other address sufficiently given
by actual delivery thereof to Employer or Employee, as the case may be.
All notices shall be given by hand delivery, telegraph, telecopy,
registered mail or overnight courier (postage prepaid, return receipt requested)
addressed to the other party as aforesaid, and the date of delivery, mailing,
telecopying, or telegraphing shall be the date of the giving of such notice.
17. ASSIGNMENT: This Agreement shall not be assignable by Employee.
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Notwithstanding the foregoing, Employer shall be free to assign this Agreement
to any subsidiary or affiliate or successor of Employer or, if Employer is
reorganized, any successor's corporation. Change of control of Employer shall
not be deemed to be an assignment for purposes of this provision.
18. PAYMENT OF TAXES: To the extent that any taxes become payable by
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Employee by virtue of any payments made or benefits conferred by Employer,
Employer shall not be liable to pay or obligated to reimburse Employee for any
such taxes or to make any adjustment under this Agreement. Any payments
hereunder to Employee, including but not limited to the Base Salary, shall be
made net of any required withholding and other appropriate payroll deductions.
19. COOPERATION AFTER TERMINATION: Upon termination of employment and for
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a period of one year thereafter, Employee shall materially and fully cooperate
with Employer in all matters relating to the course and scope of his employment,
including without limitation, the winding up of his pending work with Employer
and the orderly transfer of such work to other employees of Employer as may be
designated by Employer. Following one year after termination of employment,
Employee shall be required to so cooperate only on a reasonable basis that does
not materially interfere with Employee's other activities.
20. OBLIGATION TO PARENTS, SUBSIDIARIES AND AFFILIATES OF EMPLOYER:
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Employee acknowledges and agrees that all of Employee's covenants and
obligations to Employer, as well as all rights of Employer hereunder, shall run
in favor of and shall be enforceable by any and all parents, subsidiaries or
affiliates of Employer, and Employee acknowledges and agrees that wherein
Employee has an obligation or covenant running in favor of Employer, or Employer
has a right hereunder, the term "Employer" shall include all parents,
subsidiaries or affiliates of Employer.
21. SECTION HEADINGS: Section and other headings contained in
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this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
SPELLING ENTERTAINMENT GROUP INC.
(Employer)
By: /s/ Xxxxxx X. Xxxxxx
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Its: Executive Vice President
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/s/ Xxxx X. Xxxxxxxxx
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XXXX X. XXXXXXXXX
(Employee)
As of July 5, 1995
Xx. Xxxx Xxxxxxxxx
Spelling Entertainment Group, Inc.
0000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Xx. Xxxxxxxxx:
Kindly refer to the Employment Agreement dated July 5, l 994 between you
("Employee") and Spelling Entertainment Group Inc. ("Employer").
Employee and Employer hereby mutually agree to amend the Employment Agreement as
follows:
1. Employer shall pay Employee a base salary of One Hundred Forty Thousand
Dollars ($140,000) commencing July 5, 1995.
2. Employee shall receive a car allowance in the amount of $350 per month
commencing July 5, 1995.
3. Except as herein specifically provided, the Employment Agreement shall
not be amended in any respect whatsoever and shall continue in full
force and effect.
If the foregoing is in accordance with your understanding and agreement, please
so indicate by signing below.
Very truly yours,
SPELLING ENTERTAINMENT GROUP INC.
By: /s/ Xxxxx Xxxxxxxx
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Its: Executive Vice President
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AGREED:
/s/ Xxxx X. Xxxxxxxxx
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XXXX XXXXXXXXX
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment"), is made and
entered into as of February 4, 1997, by and between XXXX XXXXXXXXX ("Employee")
and SPELLING ENTERTAINMENT GROUP INC. ("Employer") with reference to the
following facts and circumstances:
WHEREAS, the parties hereto previously entered into that certain employment
agreement, dated as of July 5, 1994 (the "Employment Agreement");
WHEREAS, the parties amended the Employment Agreement as of July 5, 1995
("Amendment No. 1");
WHEREAS, effective as of July 1, 1996, Employer agreed to pay Employee a
base salary of One Hundred Fifty Thousand Dollars ($150,000);
AND WHEREAS, the parties now desire to further amend the Employment
Agreement in certain respects, as set forth more fully hereinbelow;
NOW, THEREFORE, Employer and Employee mutually agree to further amend the
Employment Agreement ("Amendment No. 2") as follows:
1. The term of the Amended Employment Agreement shall be extended from
July 1, 1997 to June 30, 1998 (the "Extended Term").
2. During the Extended Term, Employer shall pay Employee a base salary
of One Hundred Sixty Thousand Dollars ($ 160,000), payable on an
annualized basis in accordance with Employer's normal practices.
3. Employee's title shall be Vice President - Finance and Tax.
4. In consideration for agreeing to the Extended Term, subject to the
approval by Employer's Board of Directors, and approval by the
shareholders of Employer at its 1997 Annual Meeting of Shareholders,
Employee shall be granted 15,000 stock options to purchase common
stock of Employer, at a purchase price equal to the closing price on
February 4, 1997, in accordance with the terms of Employer's Stock
Option Plan. Said options shall vest over a four year period
commencing on July 1, 1997.
5. Except as amended by Amendment Nos. 1 and 2, the Employment Agreement
shall not be amended in any respect whatsoever and shall continue in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed as of the date first above written.
SPELLING ENTERTAINMENT GROUP INC. XXXX XXXXXXXXX
By: /s/ Xxxxx Xxxxxxxx /s/ Xxxx X. Xxxxxxxxx
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Its: /s/ Executive Vice President
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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment"), is made and
entered into as of December 18, 1997 by and between SPELLING ENTERTAINMENT GROUP
INC. ("Employer") and XXXX XXXXXXXXX ("Employee") with reference to the
following facts and circumstances:
WHEREAS, the parties hereto previously entered into that certain employment
agreement, dated as of July 5, 1994 (the "Employment Agreement");
WHEREAS, the parties amended the Employment Agreement as of July 5, 1995
("Amendment No. 1");
WHEREAS, the parties further amended the Employment Agreement as of
February 4, 1997 ("Amendment No. 2");
AND WHEREAS, the parties now desire to further amend the Employment
Agreement in certain respects, as set forth more fully hereinbelow;
NOW, THEREFORE, Employer and Employee mutually agree to further amend the
Employment Agreement as follows:
1. The term of the Employment Agreement shall be extended from June 30,
1998 to August 3, 1999.
2. From August 4, 1997 to August 3, 1998, Employer shall pay Employee a
Base Salary of One Hundred Ninety Thousand Dollars ($190,000), and
from August 4, 1998 to August 3, 1999, Employer shall pay Employee a
Base Salary of Two Hundred Ten Thousand Dollars ($210,000), payable
on an annualized basis in accordance with Employer's normal
practices.
3. From August 4, 1997 to August 3, 1999 ("Amendment No. 3 Term"),
Employee shall be paid a monthly car allowance in the amount of Six
Hundred Dollars ($600).
4. During the Amendment No. 3 Term, Employee shall be eligible, at
Employer's sole discretion, to receive bonus compensation. The target
for Employee's bonus compensation shall be 30% of Employee's annual
Base Salary. The actual amount of such bonus compensation, if any,
shall be determined in accordance with the policies used in
determining the bonus compensation of employees of similar stature.
5. During the Amendment No. 3 Term, Employee's title shall be Vice
President - Finance and Business Development and Treasurer.
Employee's duties shall be those which are commensurate with his
title.
6. Employer shall provide Employee with ninety (90) days notice as to
whether Employer intends to extend or renew the Employment Agreement.
7. Except as amended by Amendment Nos. 1, 2 and this Amendment herein,
the Employment Agreement shall not be amended in any respect
whatsoever and shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
SPELLING ENTERTAINMENT GROUP INC. XXXX XXXXXXXXX
By: /s/ Xxxxx X. Xxxxxxxx /s/ Xxxx Xxxxxxxxx
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Its: President
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