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Exhibit 10.15
STOCK OPTION AGREEMENT BETWEEN
XXXXX XXXXXX
AND @ ENTERTAINMENT, INC.
This Stock Option Agreement ("Option Agreement") is made effective as
of June 23, 1997 (the "Effective Date"), by and between Xxxxx Xxxxxx ("Warner")
and @ Entertainment, Inc., a Delaware corporation (the "Company").
1. Grant of Option and Option Period.
a. The Company hereby grants Warner an option (the "Option") to
purchase one hundred thirty one thousand (131,000) shares (the "Shares") of
the Company's common stock (the "Common Stock"), with a par value of $0.01 per
share, pursuant to the terms and conditions set forth in this Option Agreement.
The exercise price for the Option (the "Exercise Price") shall be fifteen
dollars and twenty-four cents (U.S. $15.24) per share.
b. The option to purchase twenty-six thousand two hundred (26,200)
of these Shares will vest each year on the anniversary date of the Effective
Date beginning with the first anniversary of the Effective Date, provided,
however, that no portion of such option shall vest after the date (the "Cut-Off
Date") that is the earlier of (i) the date that the Employment Agreement (as
described in Section 16 of this Agreement) is terminated, and (ii) the date on
which the Company send Warner a notice referred to in Section II of the
Employment Agreement.
c. If Warner's employment with the Company is terminated for any
reason, Warner shall have only sixty (60) days after the Cut-Off Date to
exercise that portion of the Option that has vested as of the Cut-Off Date, and
Warner shall have no right to exercise any portion of the Option that has not
then vested.
d. Notwithstanding any other provision of this Option Agreement,
the Option shall expire and be of no further force or effect with respect to
any Shares on the earlier to occur of (i) the tenth anniversary of the
Effective Date or (ii) sixty days after the date that Warner ceases to be an
employee of the company for any reason whatsoever (including but not limited to
Warner's death, disability, voluntary termination or involuntary termination).
e. Each exercise of the Option shall reduce, by an equal number
the total number of shares of Company Common Stock that may thereafter be
purchased by Warner under the Option.
2. Manner of Exercise.
Subject to the conditions and restrictions contained in Section 3 below, the
Option shall be exercised by delivering written notice of exercise to the
Secretary of the Company. Such notice shall be irrevocable and must be
accompanied by payment in cash, banker's draft or such other form of
consideration as the Company may approve, and a signed Subscription Agreement,
reasonably acceptable to both parties.
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3. Non-transferability.
Neither this Option nor any interest therein may be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner (other than by gifts in
trust to family members, will or by the laws of descent and distribution during
the option period described in Section 1). This Option is not assignable by
operation of law or subject to execution, attachment or similar process. During
Warner's lifetime, the Option can only be exercised by Warner. Any attempted
sale, pledge, assignment, hypothecation or other transfer of the Option or any
interest therein contrary to the provisions hereof, or the levy of any
execution, attachment or similar process upon the Option or any interest
therein shall be null and void and without force or effect. No transfer of the
Option by gift in trust to a family member, by will or by the laws of descent
and distribution shall be effective to bind the Company unless the Company shall
have been furnished written notice thereof executed by the trustee(s) of a
trust established for a family member or the personal representative of the
estate of Warner which shall be accompanied by an authenticated copy of the
documents appointing such trustee(s) or of the letters testamentary appointing
such personal representative, or such other evidence as the Company may deem
reasonably necessary to establish the validity of the transfer, and also
evidence as the Company may deem reasonably necessary to establish the
acceptance by the transferee or transferees of the terms and conditions of the
Option. The terms of the Option transferred by will or by the laws of descent
and distribution shall be binding upon the executors, administrators, heirs and
successors of Warner. The terms of the Option transferred in trust shall be
binding upon the trustee(s) of such trust.
4. Adjustment to the Event of Change in Stock.
In the event of any change in the outstanding Common Stock of the Company due to
stock dividends, recapitalizations, reorganizations, mergers, consolidations,
split-ups, rights offering, warrants, or exchange of shares, the number and kind
of the Shares and/or the purchase price per Share will be appropriately
adjusted, upwards or downwards, consistent with such change. The reasonable
determination of the Company regarding any adjustment will be final and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of the Shares.
5. Restrictions on Transfer of the Shares.
a. For as long as Warner is an employee of the Company or
any Associated Company (as that term is used in the Employment Agreement that
is described in Section 16 of this Option Agreement;), Warner shall not
transfer any Shares to any person or entity other than the Company, unless such
shares shall have been registered pursuant to a Public Offering.
b. After Warner is no longer an employee of the Company
or any Associated Company and provided further that such shares shall not have
been registered pursuant to a Public Offering, Warner shall not sell, encumber,
pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares
until Warner shall have first offered to sell such Shares to the Company (the
"Offer") in accordance with the following provisions.
c. The Offer made pursuant to Subsection (b) above shall
be in writing, and shall state that Warner offers to sell to the Company a
specified number of the Shares owned by Warner. For every Offer of the
shares pursuant to Subsection (b) above, the Company shall have a period of
fifteen (15) days from the time of receiving the Offer to accept it; such
acceptance shall be in writing and shall be sent to Warner.
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d. The purchase price of any of the Shares sold pursuant to the
provisions of Subsection (b) above shall be equal to the price offered to
Warner for such shares by a bona fide third party purchaser, as evidenced by a
written offer to purchase executed by such third party. The purchase price
shall be paid to Warner in cash within fifteen (15) days of the Company's
acceptance of the Offer. If any of the Shares which are offered for purchase
pursuant to the provisions of Subsection (c) above are not accepted for
purchase by the Company within the time limitations described in Subsection
(c), Warner may transfer such shares to such bona fide third party purchaser in
accordance with the terms of such purchaser's offer to purchase referred to in
this Subsection (d).
e. As a condition to the transfer of any of the shares issued
pursuant to this Option Agreement, the Company may require an opinion of
Counsel, reasonably satisfactory to the Company, to the effect that such
transfer will not be in violation of the Securities Act of 1933, as amended
(such Act, or any similar Federal statute then in effect, being hereinafter
referred to as the "Act"), or any other applicable securities laws, rules or
regulations, or that such transfer has been registered under Federal and all
other applicable securities laws.
f. Unless and until the Company shall have received a legal
opinion described in subparagraph (e) hereof, all certificates evidencing any
of the Shares, whether upon initial issuance or any transfer thereof, shall
bear the following legends:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER
SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR ASSIGNED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, AND UNDER ALL OTHER APPLICABLE SECURITIES LAWS,
OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.
THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE
PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, EFFECTIVE AS OF JUNE
23, 1997, BETWEEN XXXXX XXXXXX AND @ ENTERTAINMENT, INC., A COPY OF
WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF @ ENTERTAINMENT, INC.
6. No Stock Rights.
Warner shall not be entitled to vote, be deemed the holder of any Shares, have
the right to receive dividends with respect to any Shares, or otherwise have
any of the rights of a stockholder of the Company with respect to any Shares,
unless and until Warner has exercised the Option with respect to such Shares in
accordance with the terms and conditions of this Option Agreement.
7. Reservation and Issuance of Shares.
a. The Company will at all times have authorized, and reserve and
keep available, free from preemptive rights, for the purpose of enabling it to
satisfy any obligation to issue the number of shares of Common Stock
deliverable upon exercise of the Option.
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b. The Company covenants that all Shares will, upon issuance in
accordance with the terms of this Agreement, be duly authorized, fully paid and
non-assessable.
8. Lock-Up Agreement.
a. Agreement. During the term of this Option Agreement, Warner, if
requested by the Company and the lead underwriter of any public offering of the
Common Stock or other securities of the Company (the "Lead Underwriter"),
hereby irrevocably agrees not to sell, contract to sell, grant any option to
purchase, transfer the economic risk of ownership in, make any short sale of,
pledge or otherwise transfer or dispose of any interest in any Common Stock or
any securities convertible into or exchangeable or exercisable for or any other
rights to purchase or acquire Common Stock (except Common Stock included in
such public offering or acquired on the public market after such offering)
during the 180-day period following the effective date of a registration
statement of the Company filed under the Securities Act of 1933, as amended, or
such shorter period of time as the Lead Underwriter shall specify. Warner
further agrees to sign such documents as may be requested by the Lead
Underwriter to effect the foregoing and agrees that the Company may impose
stop-transfer instructions with respect to such Common Stock or such other
securities subject until the end of such period. The Company and Warner
acknowledge that each Lead Underwriter of a public offering of the Company's
stock, during the period of such offering and for the 180-day period
thereafter, is an intended beneficiary of this Section 8.
9. Registration Rights.
a. Incidental Rights. If the Company at any time proposes to file
with the Securities and Exchange Commission (the "Commission") on its behalf
and/or on behalf of any of its security holders (the "demanding security
holders") a Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act") on any form (other than a Registration Statement on Form
S-4 or S-8 or any successor form for securities to be offered in a transaction
of the type referred to in Rule 145 under the Securities Act or to employees of
the Company pursuant to any employee benefit plan , respectively) for the
general registration of securities to be sold for cash with respect to its
Common Stock or any other class of equity securities (as defined in Section
3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) of the Company, it will give written notice to Warner at least sixty
(60) days before the initial filing with the Commission of such Registration
Statement, which notice shall set forth the intended method of disposition of
the securities proposed to be registered by the Company and the intended price
range if known. The notice shall offer to include in such filing the aggregate
number of Shares as Warner may request.
Warner shall advise the Company in writing within thirty (30) days
after the date of receipt of such offer from the Company, setting forth the
amount of such Shares for which registration is requested. The Company shall
thereupon include in such filing the number of Shares for which registration is
so requested, subject to the next sentence, and shall use its best efforts to
effect registration under the Securities Act of such Shares. If the managing
underwriter of a proposed public offering shall advise the Company in writing
that,
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in its opinion, the distribution of the Shares requested to be included in the
registration concurrently with the securities being registered by the Company
or such demanding security holder would materially and adversely affect the
distribution of such securities by the Company or such demanding security
holder, then Warner shall reduce the amount of securities he intended to
distribute through such offering on a pro rata basis with all other
shareholders requesting registration of a specified number of their shares
(other than any demanding security holder who initially requested such
registration) based on the number of shares Warner requested to be registered
divided by the total number of shares requested to be registered which are
subject to decrease pursuant to this sentence, multiplied by the total number
of such shares as the managing underwriter approves to be registered. Except as
otherwise provided in Section 9(c), all expenses of such registration shall be
borne by the Company.
b. Registration Procedures. If the Company is required by the
provisions of this Section 9 to use its best efforts to effect the registration
of any of its securities under the Securities Act, the Company will, as
expeditiously as possible:
(i) prepare and file with the Commission a Registration
Statement with respect to such securities and use its best efforts to cause
such Registration Statement to become and remain effective for a period of time
required for the disposition of such securities by Warner, but not to exceed
one hundred eighty (180) days.
(ii) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement
effective and to comply with the provisions of the Securities Act with respect
to the sale or other disposition of all securities covered by such Registration
Statement until the earlier of such time as all of such securities have been
disposed of in a public offering or the expiration of one hundred eighty (180)
days.
(iii) furnish to Warner such number of copies of a summary
prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other
documents, as Warner may reasonably request; and
(iv) use its best efforts to register or qualify the securities
covered by such Registration Statement under such other securities or blue sky
laws of such jurisdictions within the United States and Puerto Rico as Warner
shall reasonably request (provided, however, that the Company shall not be
obligated to qualify as a foreign corporation to do business under the laws of
any jurisdiction in which it is not then qualified or to file any general
consent to service of process), and do such other reasonable acts and things as
may be required of it to enable Warner to consummate the disposition in such
jurisdiction of the securities covered by such Registration Statement.
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It shall be a condition precedent to the obligation of the Company to
take any action pursuant to this Section 9 in respect of the securities which
are to be registered at the request of Warner that Warner shall furnish to the
Company such information regarding the securities held by Warner and the
intended method of disposition thereof as the Company shall reasonably request
and as shall be required in connection with the action taken by the Company.
c. Expenses. All expenses incurred in complying with Section 9,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD), printing expenses, fees and
disbursements of counsel for the Company, expenses of any special audits
incident to or required by any such registration and expenses of complying with
the securities or blue sky laws of any jurisdiction pursuant to this Section 9,
shall be paid by the Company, except that (i) the Company shall not be liable
for any fees, discounts or commissions to any underwriter in respect of the
securities sold by Warner; and (ii) the Company shall not be liable for any fees
or expenses of counsel for Warner in connection with any registration.
d. Indemnification and Contribution.
(i) In the event of any registration of any of the Shares under
the Securities Act pursuant to this Section 9, the Company shall indemnify and
hold harmless Warner, against any losses, claims, damages or liabilities, joint
or several, to which Warner may become subject under the Securities Act or any
other statute or at common law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (1)
any alleged untrue statement of any material fact contained, on the effective
date thereof, in any Registration Statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or (2)
any alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and shall
reimburse Warner for any legal or any other expenses reasonably incurred by
Warner in connection with investigating or defending any such loss, claim,
damage, liability or action; provided, however, that the Company shall not be
liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon any alleged untrue statement or
alleged omission made in such Registration Statement, preliminary prospectus,
prospectus or amendment or supplement; in reliance upon and in conformity with
written information regarding Warner or his stock furnished to the Company by
Warner specifically for use therein or so furnished for such purposes by any
underwriter. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of Warner, and shall survive the
transfer of such securities by Warner.
(ii) Warner by acceptance hereof, agrees to indemnify and hold
harmless the Company, its directors and officers and each other person, if any,
who controls the Company within the meaning of the Securities Act against any
losses, claims, damages or liabilities, joint or several, to which the Company
or any such director or officer or any such person may become subject under the
Securities Act or any other statute or at common law,
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insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon information regarding Warner or his
stock in writing provided to the Company by Warner specifically for use in the
following documents and contained, on the effective date thereof, in any
Registration Statement under which securities were registered under the
Securities Act at the request of Warner, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto.
(iii) If the indemnification provided for in this Section 9
from the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, labilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying
party and indemnified parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by such
indemnifying party or indemnified parties, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
included any legal or other fees or expenses reasonably incurred by such party
in connection with any investigation or proceeding.
(iv) The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
10. Representations and Warranties of Warner. In order to induce the
Company to accept this Option Agreement, Warner hereby represents and warrants
to the Company as follows:
x. Xxxxxx has received no solicitation or general advertisement
concerning the Company, but rather has become knowledgeable regarding the
business of the Company through personal interaction with the Company.
x. Xxxxxx confirms that no representations or warranties have been
made to Warner regarding the Company and that Warner has not relied upon any
representation or warranty in making or confirming this Option Agreement.
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x. Xxxxxx has the ability to bear the economic investment, and can
afford a complete loss of his investment, with respect to the Option and to
the Shares.
x. Xxxxxx, either by himself or together with his purchase
representative, has sufficient knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of his
investment in the Option and in the Shares.
x. Xxxxxx is accepting the Option, and will be purchasing the
Shares, for investment purposes, for Warner's own account and not with a view
to, or for sale in connection with, the distribution thereof.
x. Xxxxxx is familiar with the nature of, and the risks attending,
investments in securities such as the Option and the Shares, and he has
determined that the acceptance of the Option and the purchase of the Shares is
and will be consistent with his investment objectives.
x. Xxxxxx has been advised and understands that an investment in
the Option and in the Shares is speculative and involves a high degree of risk.
x. Xxxxxx has no reason to anticipate any change in his personal
circumstances, financial or otherwise, which may cause or require sale or
distribution by him of all or any part of the Option or the Shares.
x. Xxxxxx confirms that he has been given an opportunity to make
any inquiries of the Company and its representatives that he desires to make.
x. Xxxxxx is at least twenty-one (21) years of age.
x. Xxxxxx is aware of and understands the following:
(i) The business of the Company and the risks inherent in that
business;
(ii) That no federal or state agency has made a finding or
determination as to the advisability or fairness of an investment in the Option
or in the Shards or any recommendation or endorsement of the Option or of the
Shares;
(iii) That the Option and the Shares have not been registered
for sale under the Securities Act of 1933, as amended, or under any state "Blue
Sky Law"; and
(iv) That there are substantial restrictions on the
transferability of the Option and of the Shares; there is no public market, and
there will not necessarily be any public market, for the Option or the Shares
in the United States; Warner will not be able to avail himself of the
provisions of Rule 144 adopted by the Securities and Exchange Commission under
the Securities Act of 1933, as amended, unless all of the conditions of Rule
144 are met, and accordingly, Warner may have to hold the Option and the Shares
nand bear the economic risk of this investment for an indefinite period.
(l). If in the future Warner desires to offer or dispose of the
Option or any of the Shares or any interest therein, he will do so only in
compliance with applicable securities laws and this Option Agreement.
x. Xxxxxx understands and agrees that the Company has no
obligation to complete any public or private offering and sale of its Common
Stock to other investors, and
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that the Company shall have no liability to Warner if it cannot complete any
such offering and sale upon terms which, in the Company's sole discretion, are
favorable to the Company.
x. Xxxxxx acknowledges that there may be restrictions
under the securities laws of the jurisdiction(s) in which he resides on the
sale of the Shares he obtains on exercise of the Option, and that he should
seek legal assistance before proceeding with the purchase or sale of said
Shares.
x. Xxxxxx agrees that the representations and warranties
of Warner set forth in this Section 10 shall survive the exercise of the Option
and the termination or expiration of this Option Agreement for a period of six
months.
11. Governing Law.
This Option Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware without regard to the principles of conflicts of
laws or choice of law.
12. Benefit.
This Option Agreement shall be binding upon the Company, Warner, their heirs,
executors, administrators, legal representatives, successors, and permitted
assigns, and Warner in furtherance thereof may execute a will directing
Warner's executor to perform this Option Agreement and to execute all documents
necessary to effectuate the purposes of the Option Agreement, but the failure
to execute such a will shall not affect the rights of the Company or the
obligations of Warner's estate as provided in this Option Agreement. Nothing in
this Option Agreement, expressed or implied, is intended to confer upon any
person, other than the parties hereto, any rights or remedies under or by
reason of this Option Agreement.
13. Specific Performance.
a. The parties to this Option Agreement hereby agree that
an award of damages alone is inadequate to remedy a breach of terms of this
Option Agreement and that specific performance, injunctive relief or other
equitable remedy is the only way by which the intent of this Option Agreement
may be adequately realized upon breach by one or more of the parties. Such
remedy shall, however, be cumulative and not exclusive, and shall be in addition
to any other remedy which the parties may have.
b. In furtherance of and not in limitation of the
foregoing, should any dispute arise concerning a sale, purchase, encumbrance,
pledge, transfer, hypothecation, assignment or other disposition of the Option
or any of the Shares which is alleged to contravene the provisions of this
Option Agreement, an injunction may be issued restraining any such transaction
pending the determination of such controversy.
14. Waiver.
Failure to insist upon strict compliance with any of the terms, covenants or
conditions of this Option Agreement shall not be deemed a waiver of such terms,
covenants or conditions, nor shall any waiver or relinquishment of any right or
power hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
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15. Notice.
a. All notices required to be given under the terms of
this Agreement or which any of the Parties may desire to give hereunder shall
be in writing and delivered personally or sent by express delivery, by
facsimile, or by registered or certified mail with proof of receipt, postage
and expenses prepaid and with return receipt requested addressed as follows:
If to the Company:
@ Entertainment, Inc.
c/o Chase Enterprises
Xxx Xxxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
X.X.X.
Facsimile: (000) 000-0000
Attention: Xxxxxx X. Xxxxx
With a copy to:
Xxxx X. Xxxx
Xxxxx & XxXxxxxx
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, X.X. 00000
X.X.X.
Facsimile: (000) 000-0000
If to Warner:
Xxxxx Xxxxxx:
[
U.S.A.
Facsimile: ()]
b. Notice given in accordance with this Section 15 shall
be deemed to have been given when delivered personally, or when received if
sent via express delivery, facsimile, or registered or certified mail, postage
prepaid and return receipt requested.
c. Any party may change its address for notices by
communicating its new address in writing to the other party.
16. Entire Agreement. This Option Agreement is subject to that
certain Employment Agreement between Warner and Poland Communications, Inc.,
which was assigned to the Company as of June 23, 1997, and in the event of a
conflict between them, the provisions of the Employment Agreement shall
prevail. Except as provided in the foregoing sentence, this Option Agreement
constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and may be amended only by writing executed by all of the
parties.
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17. Severability.
The invalidity or unenforceability of any provisions of this Option Agreement
shall in no way affect the validity or enforceability of any other provision
hereof.
18. Headings.
The headings to the sections of this Option Agreement are used for reference
only and are not to be construed as limiting or extending the provisions
hereof.
19. Counterparts.
This Option Agreement may be executed in any number of counterparts, each of
which shall be considered an original but all of which shall constitute the
Option Agreement by and among the parties.
IN WITNESS THEREOF, the undersigned have executed this Option Agreement
effective as of the date first above written.
@ Entertainment, Inc., a
Delaware corporation
/s/ Xxxxxx X. Xxxxxx, III
By: _______________________________
Xxxxxx X. Xxxxxx, III
Its: Chief Executive Officer
/s/ Xxxxx Xxxxxx
__________________________________
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