EXHIBIT 10.38
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT to that certain Employment Agreement ("Original
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Agreement") dated as of May 13, 1999 by and among College Television Network,
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Inc., a Delaware corporation (the "Company"), U-C Holdings, L.L.C., a Delaware
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limited liability company ("Holdings") and Xxxxxx Xxxxx ("Executive"); is made
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as of the day of October, 1999 between the Company and Executive.
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W I T N E S S E T H:
WHEREAS, the Company desires to change the compensation of Executive and
Executive is willing to make such change, in accordance with the terms and
conditions set forth herein.
NOW THEREFORE, in consideration for ten dollars ($10.00) in hand paid by
the Company to Executive and for other good and valuable consideration, the
receipt and sufficiency which are hereby acknowledged, the parties hereto hereby
agrees as follows:
12. All defined terms in the Original Agreement shall have the same
meaning herein unless the context requires otherwise or unless redefined herein.
13. Section 5 of the Original Agreement is amended by deleting the
section in its entirety and replacing it with the following:
"(a) In addition to all sums payable to Executive pursuant to
paragraph 4 above, Executive shall receive Five Hundred (500) Class A
Management Units of Holdings at an aggregate purchase price of $500.00
(the "Original Cost").
(b) Except as otherwise provided in paragraph 6(c) below,
the Management Units will become vested, over the 36 month period
after the date hereof, in equal proportions on each anniversary date
of the Effective Date if, as of such anniversary date, Executive is
employed by Company (i.e. 33.3% on the anniversary of each 12 month
period).
(c) Upon a Sale of the Company or a Sale of Holdings, all of
the Management Units, which have not yet become vested shall become
vested at the time of such event. All of the Management Units which
have become vested pursuant to this paragraph 5 are referred to herein
as "Vested Executive Securities", and all Unvested Management Units
are referred to herein as "Unvested Executive Securities.""
14. Pursuant to the Amendments contained herein, in exchange for $50, to be
applied to the purchase price of the Class A Management Units, Executive shall
remit the 50 Class B Management Units of Holdings purchased by him under the
terms of the Original Agreement and such 50 Class B Management Units shall be
reallocated to the Pool (as defined in the Fourth Amended and Restated Limited
Liability Agreement of Holdings ("LLC Agreement")), pursuant to Section 3.9 of
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the LLC Agreement.
15. For and in consideration of the additional 150 Class A Management
Units purchased by Executive ("New Units"), Executive hereby owes Holdings $150,
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$200 for the New Units less the $50 credit for the Class B Management Units
remitted. The New Units received by the Executive in connection with the
Amendments herein shall vest as though they were purchased by the Executive on
the date of the Original Agreement. Executive hereby acknowledges that such New
Units are subject to the Repurchase Option set forth in Section 6 of the
Original Agreement.
16. The parties hereto further agree that any warrant received by the
Executive from Xxxxx Xxxxx, pursuant to Section 5(d) of the Original Agreement,
is hereby cancelled for no additional consideration, and any such warrant is of
no further force and effect.
17. Except as specifically amended herein, the Original Agreement shall
remain unchanged and unamended hereby.
18. This Agreement will be governed by the internal law, and not the laws
of conflicts, of the State of Georgia.
19. This Agreement may be executed in separate counterparts, each of which
to be an original and all of which taken together constitute one and the same
agreement.
IN WITNESS WHEREAS, the parties have executed this Agreement as of the date
first above written.
COLLEGE TELEVISION NETWORK, INC.
By: /s/ Xxxxx Xxxxx
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Its: Chief Executive Officer
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U-C HOLDINGS, L.L.C.
By: XXXXXX XXXXX & PARTNERS, L.P.
Its: Managing Member
By: Xxxxxx Xxxxx & Partners, L.L.C.
Its: General Partner
By: /s/ Xxxxxx Xxxx
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Xxxxxx X. Xxxx
Its: Managing Director
/s/ Xxxxxx Xxxxx
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XXXXXX XXXXX
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