March 12, 2001
RE: EMPLOYMENT AGREEMENT
Xx. Xxxxxxxx Xxxxxxx
000 Xxxxxxx Xxxx
Xxxx Xxxxxxx Xxxxx, XX 00000
Dear Xxxxxxxx,
You and Universal City Florida Partners, d/b/a "Universal Orlando" (hereinafter
referred to as "UO" or "Employer") have agreed as follows:
1. Definitions:
UO includes any subsidiary, or affiliated company or any divisions thereof
now existing or formed at any time after the date of this Agreement; any
corporation which may merge into UO or with which UO may be merged or
consolidated; any corporation which may acquire all or a substantial
portion of the assets or good will of UO; or any corporation which may
result from a division or other reorganization of UO.
2. Employment and Services:
UO has employed you and you have agreed to perform your exclusive services
for UO upon the terms and conditions hereinafter set forth.
You will perform such services as requested from time to time by the
Executive Vice President/Chief Marketing Officer, Universal Studios
Recreation Group ("USRG"), or his duly authorized representative. Your
employment agreement as Senior Vice President, Marketing will commence on
March 19, 2001 it being understood that the EVP/CMO, USRG, or his duly
authorized officers may assign you to render your services in different
occupational areas within Universal Orlando or USRG provided, however, that
all such services will be consistent with of the same or greater scope as
your position as Senior Vice President, Marketing.
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3. Results and Proceeds:
As your employer, UO shall own all rights in and to the results and
proceeds connected with or arising out of, directly and indirectly, your
services hereunder.
4. Term:
The term of this Agreement shall run two years (2) commencing on March 19,
2001 and continuing until March 18, 2003.
a. Options:
UO shall have the following irrevocable options to renew the term of
this Agreement commencing upon the expiration of the preceding term,
upon all the same terms and conditions as during the initial term.
Such options are exercisable by written notice given not later than
sixty (60) days prior to the expiration of the term preceding that for
which such option is exercised:
(i) a period of twenty four (24) months commencing on March 19,
2003 and continuing until March 18, 2005;
(ii) a period of twenty four (24) months commencing on March 19,
2005 and continuing until March 18, 2007.
You agree and acknowledge that UO has no obligation to renew
this Agreement or to continue your employment after expiration
of the term hereunder, and you expressly acknowledge that no
promises or understandings to the contrary have been made or
reached.
5. Compensation:
a. Basic Salary:
For all your services rendered under this Agreement UO shall pay you a
salary at an annual rate of no less than $290,000.00 or at such higher
salary as may be determined by your performance review and the
Executive Vice President Human Resources, USRG. Such higher salary
shall subsequently be deemed the annual rate, commencing on such date
as the Executive Vice President Human Resources, USRG may determine,
for purposes of this Agreement. Such salary shall be payable in equal
installments on UO's regular paydays during the term, subject to the
usual and required employee payroll deductions and withholdings. UO is
not obligated to
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actually utilize your services, and in the event it elects not to do
so, you shall continue to be compensated under the terms and
conditions of this Agreement unless mutually agreed upon.
6. Place and Condition of Employment:
Your principal place of employment unless otherwise specified, is the
Orlando office of Universal Orlando. However, it is understood that you may
be required to travel to other locations on behalf of Universal Orlando.
7. Vacation:
You shall be entitled to vacation with pay under the UO vacation plan.
Vacation not taken may not be "carried over" into another year without the
approval of your Department Head and the Human Resources Department. No
more than ten (10) days may be carried over at any one time.
8. Termination:
UO may terminate your services as follows:
a) The Company may terminate your employment for cause at any time
without advance notice. "Cause" will include, but not be limited to:
(i) your material failure to perform your duties;
(ii) your material failure to comply with Company policies, including,
without limitation those set forth in the UO Code of Conduct, The
Seagram Company Ltd. Policies and Procedures for Worldwide
Business Conduct and the Universal Studios, Inc. Discrimination
and Sexual Harassment Policy, or
b) In the event you have suffered a permanent and total disability, which
prevents your performance of your full-time duties under this
Agreement but in no case shall such right be exercised until six (6)
months from the date of the commencement of such disablement. Any
temporary or partial disability shall
c) not be deemed to prevent your performance of your usual full-time
duties under this Agreement.
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9. Relocation:
If you voluntarily terminate employment within the first year after your
relocation, you will be liable to repay all the benefits paid by the
Company for the relocation.
10. Benefits:
During the term hereof, and so long as you are not in breach of this
Agreement:
a) UO shall reimburse you for your reasonable and necessary business
expenses in accordance with its then prevailing policy (which shall
include appropriate itemization and substantiation of expenses
incurred).
b) You shall be entitled to participate in the group insurance benefit
plan.
c) You shall be entitled to participate in the UO 401(k) retirement
program upon terms and conditions as developed by UO.
d) The target bonus for this position is 30% of base salary. You
understand that bonuses are not guaranteed compensation. However, for
the fiscal year ending June 30, 2001, we agree that your incentive
bonus will be guaranteed at $30,000; further, for the partial fiscal
year ending December 31, 2001, we agree that your annual incentive
bonus will be guaranteed at $45,000.
e) You shall be eligible to participate in the Company sponsored "Highly
Compensated Employees" supplemental benefit plan to our 401(k) plan.
f) You shall be entitled to participate in the UO Executive Automobile
Plan which provides auto insurance for one vehicle and an annual auto
allowance of $625.00 paid monthly, and reimburse you for business
travel for approximately $7,500.00 annually.
g) You shall be eligible to participate in the Supplemental "Exec-U-Care"
Medical Plan.
h) In accordance with The Vivendi-Universal Stock Incentive Plan, you
will be eligible to participate in the Company's stock option program,
at a level commensurate with your position. Annual grants are
typically done in December of each year.
i) We understand that upon accepting o offer, you will be forfeiting
potential
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long-term compensation through your existing employer. To help
ameliorate the effects, we offer you a cash incentive of $100,000,
payable as follows: $50,000 as soon as practical after you join the
Company; and $50,000 on or about March 1, 2002, subject to your
continued active employment.
You further expressly agree and acknowledge that after expiration of the
term hereunder you are entitled to no additional benefits not expressly set
forth herein, except as specifically provided under the benefit plan
referred to herein and those benefit plans in which you may subsequently
become a participant and subject in all cases to the term and conditions of
each such plan.
11. Assignment of Agreement:
Universal Orlando is a joint venture formed by Universal Studios, Inc. and
the Blackstone Organization UO reserves the right subject to the full
discharge of its obligation hereunder, to assign this agreement in its
entirety, to such joint venture.
12. Conflict of Interest/Trade Secrets:
Attached hereto and made part of this Agreement are the Universal Orlando
Code of Conduct, the Seagram Company Ltd. Policies and Procedures for
Worldwide Business Conduct and the Universal Studios, Inc. Corporate
Polices - Discrimination and Sexual Harassment Policy. You confirm that you
have read, understand and will comply with such Policies and Codes of
Conduct and any amendments thereto which you receive, such amendments to be
consistent with the tenor of the current Policies and Codes of Conduct and
not in violation of public policy.
In addition to such Policies and Codes of Conduct, also attached hereto and
made a part of this Agreement is the Employee Confidentiality and
Non-Disclosure Agreement which provides provisions concerning protection of
confidential and proprietary information owned by the Company, and
protection against improper disclosure. In view of the fact that your
position of service to UO is a unique one of trust and confidence and, as a
condition to your employment by UO under this Agreement you agree to sign
and comply with each of the provisions of such Employee Confidentiality and
Non-Disclosure Agreement.
13. Termination of All Previous Agreements:
All prior personal employment service agreements (whether written, oral or
implied) between us, if any, are to as of the commencement of the term of
this Agreement.
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14. Choice of Laws:
This Agreement shall be covered by and construed and enforced in accordance
with and subject to the laws of the State of Florida. Any legal proceeding
brought by either party for enforcing any right or obligation under this
Agreement, or arising under any matter pertaining to this Agreement or the
services to be rendered hereunder, shall be submitted without jury before
any court of competent jurisdiction in the State of Florida. The parties
hereto expressly waive trial by jury.
15. Entire Agreement; Modification; Severability:
This Agreement sets forth the entire understanding between us; there are no
terms, conditions, representations, warranties or covenants other than
those contained herein. No term or provision of this Agreement may be
amended, waived, released, discharged or modified in any respect except in
writing, signed by the appropriate party(ies). No waiver of any breach or
default shall constitute a waiver of any other breach or default; whether
of the same or any other term or condition. The invalidity or
unenforceability of any provisions of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement.
Very truly yours,
UNIVERSAL ORLANDO,
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Executive Vice President,
Human Resources, USRG
JRS:dlg
AGREED:
/s/ Xxxxxxxx Xxxxxxx
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Xxxxxxxx Xxxxxxx 3/22/01
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DATE
