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Exhibit 10.24
[LOGO]
April 24, 1998
Xx. Xxx Xxxxxxxx
Vice President, Finance
Cleveland Indians
Xxxxxx Field
0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
Re: Terms of Employment
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Dear Xxx:
The purpose of this letter is to amend and restate the Employment
Agreement by and between Cleveland Indians Baseball Company Limited Partnership,
an Ohio limited partnership (the "Club"), and you.
1. TERM.
(a) Subject to the terms and conditions set forth below, the Club
agrees to employ you as Vice President, Finance of the Club, for the
period commencing on the date of your acceptance as set forth below
and ending December 31, 1999, subject to subsections (b) and (c)
below.
(b) The Club shall have the unilateral option to extend the term
of this Agreement through December 31, 2000, at a salary of
$140,000.00 for the year 2000. Such option may be exercised by written
notice personally delivered or mailed to you at the Club's offices on
or before December 1, 1999.
(c) The Club shall have the unilateral option to extend the term
of this Agreement through December 31, 2001 at a salary of $150,000.00
for the year 2001. Such option may be exercised by written notice
personally delivered or mailed to the Club's offices on or before
December 1, 2000.
[LOGO]
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April 24, 1998
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(d) Your salary shall be payable each calendar year in
twenty-four equal semi-monthly installments.
2. SALARY.
(a) Your salary as Vice President, Finance during the period of
your employment under this Agreement shall be as follows:
January 1, 1997 to December 31, 1997 at the rate of $100,000.00
per year.
January 1, 1998 to December 31, 1998 - $ 115,000
January 1, 1999 to December 31, 1999 - $ 125,000
Option Years:
January 1, 2000 to December 31, 2000 - $ 140,000
January 1, 2001 to December 31, 2001 - $ 150,000
(b) DEFERRED COMPENSATION PLAN. On or before December 1 of the
year immediately preceding any calendar year, you may elect to defer
the payment of not more than 50% of the salary otherwise payable under
subsection (a) of this Section 2 and 100% of any bonus payments for
such calendar year, and on June 15 of such calendar year (or, if
later, the date that any bonus payment would otherwise have been
payable), the Club shall deposit such deferred compensation in a
trust, the earnings on which are not currently taxable for federal
income tax purposes, which shall be established by the Club to provide
deferred compensation to you in accordance with this subsection (b)
(the "Deferred Compensation Account"); a copy of such trust is
attached hereto as Exhibit 1. Notwithstanding the foregoing, if you
terminate employment, die or become "permanently disabled" (as defined
under Section 10) during a calendar year, the amount to be credited to
the Deferred Compensation Account for that year shall be equal to the
portion of the deferred amount that you actually earned through the
date of your termination of employment, death or permanent disability.
The fair market value of the Deferred Compensation Account, as
determined under clause (i) of this subsection (b), shall be paid by
the Club to you, or in the case of your death, to your beneficiary, in
ten installments commencing on the first business day of January of
the calendar year following the earlier of (a) the date of your death
or permanent disability
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April 24, 1998
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or (b) the later of (i) termination of your employment with the Club or (ii)
your fifty-fifth (55) birthday. The payments will be computed in accordance with
the following schedule:
Percentage of Fair Market Value
Payment of Deferred
Number Compensation Account
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1 10%
2 11.11%
3 12.5%
4 14.28%
5 16.67%
6 20%
7 25%
8 33.33%
9 50%
10 100%
(i) INVESTMENT POLICY. Any deferred compensation payments
credited to the Deferred Compensation Account pursuant to this subsection (b)
and all income attributable to such amounts (net of expenses) shall be invested
and reinvested in accordance with the trust agreement described herein until
such time as the Deferred Compensation Account is paid by the Club to you, or
your beneficiary, as applicable.
(ii) DEATH BENEFITS. You shall be entitled to designate a
beneficiary (or beneficiaries) who shall be entitled to receive that portion of
your undistributed Deferred Compensation Account, as determined under the first
paragraph of this subsection (b) if you die before receiving the total value of
the Deferred Compensation Account. The designation of a beneficiary (or
beneficiaries) must be made in writing on a form substantially similar to the
form attached as Exhibit 11 to this Agreement and delivered to the Club. You may
change or revoke a beneficiary designation by filing a new designation or notice
of revocation with the Club. If you fail to designate a beneficiary or if no
designated beneficiary survives you, the Club will pay any amounts payable
pursuant to this subsection (b) to your surviving spouse, and to your personal
representative if there is no surviving spouse.
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April 24, 1998
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(iii) HARDSHIP. Regardless of the date on which payment of the
deferred compensation under this subsection (b) otherwise is to be paid, in the
event of your hardship, payment of all or a portion of the fair market value of
the Deferred Compensation Account can be accelerated by the Club's determination
of hardship. The Club shall have sole discretion as to whether a hardship has
occurred and if so, also shall have sole discretion to determine the amount of
deferred compensation that may be distributable to you in order to alleviate
that hardship. For this purpose, hardship shall mean any emergency or necessity
affecting your personal or family affairs having a significant adverse financial
effect.
(iv) NO FORFEITURE OF DEFERRED COMPENSATION. All deferred
compensation credited to the Deferred Compensation Account shall be
nonforfeitable.
(v) DEBITING OF DEFERRED COMPENSATION ACCOUNT. Once an amount
of deferred compensation has been paid, such amount shall be debited from the
Deferred Compensation Account and shall cease to exist.
(vi) PARTICIPANT'S RIGHTS ARE UNFUNDED AND UNSECURED.
Notwithstanding the creation of the trust described herein, all deferred
compensation benefits under this subsection (b) are unfunded for purposes of the
Employee Retirement Income Security Act of 1974, as amended. Your (or your
beneficiary's) right to receive a distribution hereunder shall be an unsecured
claim against the general assets of the Club, and neither you nor your
beneficiary shall have any rights in or against any amounts credited hereunder
or any other specific assets of the Club or the trust referred to herein. Any
deferred compensation benefits payable hereunder to you or your beneficiary may
be payable out of the trust established by the Club, or may be payable from the
general assets of the Club.
(vii) ANTI-ASSIGNMENT. No right or deferred compensation
payment under this subsection (b) shall be subject to alienation, sale or
assignment.
(c) POST SEASON BONUS. In the event that the Club participates in a
division playoff series, league championship series or the World Series during
any championship season during the term of this Agreement, including either
option year if the applicable option has been exercised, you shall be entitled
to receive a bonus equal to one-quarter (25%) of a player's share
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April 24, 1998
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payable to the Club's players as determined pursuant to Major League
Rule 45(b)(2) as the same shall be amended from time to time.
3. GROUP PLAN. In addition to all of the other rights and benefits
under this Agreement, you shall be eligible to participate in any current or
future plan which may be provided by the Club for the benefit of its employees,
provided you qualify, and subject to such plan's or program's terms and
conditions. You may participate in, among other things, any and all group life
insurance policies, plans, and medical and health benefits maintained by or on
behalf of the Club to the fullest extent possible in accordance with the terms
and provisions thereof.
4. EXPENSES. You shall be entitled to incur on behalf of the Club
reasonable and necessary expenses in connection with your duties, in accordance
with the Club's customary practice, excluding expenses incurred in connection
with your use of an automobile.
5. JOB DESCRIPTION. During the term of your employment, you shall
faithfully perform the duties and have the responsibilities of Vice President,
Finance of the Club, subject to the control and direction of the Executive Vice
President of Business Operations, the President and Chief Executive Officer, the
Chairman of the Board and the Board of Directors of the Club or its General
Partner. You agree to devote your full time, energies, talent, and best efforts
exclusively to your duties as Vice President, Finance, and to such other duties
as may be assigned to you as provided above.
6. PUBLIC CONTACT. You agree to conduct yourself with propriety and
with due regard to public convention and morals, and agree not to engage in
conduct which is detrimental to or contrary to the rules of the Club, the League
and/or professional baseball, and you further agree to abide by and be subject
to the discipline of the Commissioner of Baseball and to his decisions rendered
in accordance with the Professional Baseball Agreement.
7. DEATH OR DISABILITY. Your death or permanent disability during the
term of this Agreement shall immediately terminate this Agreement. For the
purposes of this Section 7, permanent disability is defined as any condition
caused by an accident, sickness or otherwise, which, in the reasonable judgment
of the Executive Vice President of Business Operations, the President and Chief
Executive Officer, the Chairman of the Board or the Board of Directors of the
Club or its General Partner, disables, or may in the future disable, you from
substantially performing the duties and services required under this Agreement
for a period of 120 days, whether consecutive or non-consecutive, in any
12-month period. Upon termination of this
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April 24, 1998
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Agreement pursuant to this Section 7, you shall be entitled to no compensation
or any of the other rights or benefits provided in this Agreement not already
earned as of the date of such termination or otherwise required by law.
8. TERMINATION FOR CAUSE OR VOLUNTARY TERMINATION. In the event that
you fail to observe and comply with the provisions of this Agreement in any
material respect or in the event of your fraud or dishonesty in the performance
of your duties, the Club may discharge you prior to the expiration of the term
of this Agreement by giving you written notice, which notice shall state the
specific facts upon which the discharge is based. In the event of such
discharge, you shall be entitled to no compensation or any of the other rights
or benefits provided in this Agreement not already earned as of the date of such
discharge or termination, except as otherwise required by law. You hereby
acknowledge and agree that you shall have no right to terminate this Agreement
voluntarily.
9. TERMINATION WITHOUT CAUSE. You agree that, should you be discharged
from your duties without cause, you are obligated to seek and, if offered,
accept other comparable employment, either from another Major League Club or
from some other baseball or non-baseball employer. In the event that you are so
discharged without cause, you will receive not less than five days written
notice of such discharge. The compensation due by the Club under this Agreement
will be reduced by any compensation which you receive from such other employment
following such termination. The amount to be deducted includes, but is not
limited to, compensation of any kind for services, including salary, bonuses,
fees, commissions, payments in kind, and similar items, and the reasonable value
of services rendered by you should you become self-employed following
termination.
10. REPRESENTATIONS AND ADDITIONAL COVENANTS.
(a) You hereby represent that you are free to accept employment
with the Club as contemplated hereunder, and that such employment will
not violate the terms of any other agreement or instrument to which
terms you are subject.
(b) You hereby represent that you do not directly or indirectly,
own stock or any other financial interest in the ownership or earnings
of any Major League Club, and you agree that you will not hereafter
acquire or hold any such interest except in accordance with Major
League Rule 20(e).
(c) You hereby agree that, during the term of your employment
with the Club, you will not seek, encourage or enter into any
negotiations or discus-
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April 24, 1998
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sions concerning your employment with any other Major League Club. You
hereby agree to notify the Club promptly in writing if any other Major
League Club requests that you consider an offer of employment with
such Major League Club or otherwise commences discussions concerning
an offer of employment.
11. CONFIDENTIALITY. The parties agree that the terms of this Agreement
and all of the conversations and negotiations regarding your employment with the
Club are in strictest confidence and shall be and will remain confidential and
not subject to public disclosure of any kind without our mutual consent or to
the extent required by law. In addition, you agree to maintain the
confidentiality of all business information of the Club which you acquire during
your employment hereunder, and to preserve such information for the exclusive
benefit of the Club.
12. INJUNCTIVE AND EQUITABLE RELIEF. Because during the course of your
employment under this Agreement you will gain an intimate knowledge of the
business, activities and affairs of the Club, and because of the special, unique
and extraordinary services you are capable of performing for the Club or one of
its competitors, you recognize that the services to be rendered by you hereunder
are of a character giving them a peculiar value, the loss of which cannot be
adequately or reasonably compensated for by damages. You therefore agree that if
you fail to comply with any of the provisions of this Agreement, in addition to
the remedies and procedures provided elsewhere in this Agreement, the Club shall
be entitled to obtain immediate injunctive or other equitable relief to restrain
you from failing to fulfill your obligations hereunder or from becoming
affiliated, directly or indirectly, with any of the Major League Clubs or their
respective minor league affiliates, without prejudice to any other remedies to
which the Club may be entitled under law.
13. BINDING EFFECT. This Agreement shall be binding upon, and shall
inure to the benefit of, both you and the Club. This Agreement may not be
assigned or transferred without the consent of both parties.
14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
of the parties, and supersedes in its entirety any prior agreements,
arrangements and understandings between the parties with respect to the subject
matter hereof, and no amendment hereof shall be deemed valid unless in writing
and signed by the parties hereto.
15. GOVERNANCE. This Agreement is subject to and is governed by, all
applicable rules and regulations of Major League Baseball and the American
League
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of Professional Baseball Clubs, and any rules or regulations which the Club may
announce from time to time.
Very truly yours,
CLEVELAND INDIANS BASEBALL
COMPANY LIMITED PARTNERSHIP
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
President and Chief Executive
Officer
ACCEPTED:
/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx
Date: 5/11/98
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