EXHIBIT 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT ("Agreement") made and entered as of April 28,
1997 by and between NATIONAL MEDIA CORPORATION (the "Company"), a Delaware
corporation and XXXXXXXXXXXX X. XXXXXXXX (the "Executive").
Background
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The Company desires to amend and restate the Employment Agreement
dated as of September 27, 1995 (the "Prior Agreement") pursuant to which the
Company employs Executive as its Vice-Chairman . The parties further desire to
set forth herein the revised terms and conditions of the Executive's employment
by the Company. Accordingly, in consideration of the mutual covenants and
agreements set forth herein and the mutual benefits to be derived herefrom, and
intending to be legally bound hereby, the Company and the Executive agree as
follows:
1. Prior Agreement. This Agreement replaces and supersedes the
Prior Agreement, which shall no longer have any force or effect.
2. Employment.
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(a) Duties. The Company shall employ the Executive, on the terms
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set forth in this Agreement, as its Vice-Chairman. The Executive accepts such
employment with the Company and shall perform and fulfill such duties as are
reasonably assigned to him hereunder by the Chairman of the Board and the Board
of Directors of the Company (the "Board"), devoting his best efforts and
professional time and attention to the performance and fulfillment of his duties
and to the advancement of the interests of the Company, subject only to the
direction, approval, control and directives of the Chairman of the Board and the
Board. Nothing contained herein shall be construed, however, to prevent the
Executive from investing, trading in or managing, for his own account and
benefit, stocks, bonds, securities, real estate, commodities or other forms of
investments (subject to law and Company policy with respect to trading in
Company securities), or serving on noncompetitive corporate boards.
(b) Place of Performance. In connection with his employment by
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the Company, the Executive shall be based in the Philadelphia, Pennsylvania
metropolitan area, except for required travel on Company business. Company shall
furnish Executive with office space, stenographic assistance and such other
facilities and services as shall be suitable to Executive's position and
sufficient and satisfactory to the Executive for the performance of his duties
as Vice-Chairman.
3. Term.
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The Executive's employment under this Agreement shall commence as of
the date of this Agreement (the "Commencement Date") and shall, unless sooner
terminated in accordance with the provisions hereof, continue uninterrupted for
a term expiring September 27, 1998 and thereafter may be renewed by the Company
for successive one-year periods upon written notice given at least 6 months
prior to the end of any Term, provided however, that the Executive may refuse
any such renewal by written notice of rejection given to the Company within 30
days after receipt of the Company's notice, in which case the Term shall expire
on the next September 27 without renewal. As used herein, the term "Term" shall
refer to such initial term and any renewal term then in effect.
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4. Compensation.
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(a) Salary. During the Term, the Executive shall be paid an
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annual salary of at least $325,000 (the "Base Salary") payable in installments
at such times as the Company customarily pays its other senior executive
employees (but in any event no less often than monthly). The Base Salary may be
increased from time to time by the Board of Directors as conditions warrant
including, but not limited to, Executive's performance as determined by the
Board of Directors. In no event shall Executive's Base Salary be less than
$325,000 in any year during the Term.
(b) Incentive Pay.
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(i) In addition to the Base Salary provided for in Section
4(a) of this Agreement, (1) the Executive shall participate in the Company's
1995 Management Incentive Plan ("MIP").
(c) Options. Each of the Options identified below, granted to
the Executive under the 1991 Stock Option Plan:
. Options to purchase 60,000 shares of Common Stock at
$12.99 per share, issued pursuant to the Prior
Agreement,
. Options to purchase 80,000 shares of Common Stock at
$12.99 per share, issued pursuant to the Prior
Agreement, and
. Options to purchase 250,000 shares of Common Stock at
$16.375 per share, granted after the effective time
of the Prior Agreement;
an aggregate of options to purchase 390,000 shares of Common Stock, shall be
exchanged, effective the date of this Agreement, for non-qualified stock options
(the "New Options") to purchase up to 195,000 shares (the "Shares") of the
Company's common stock, $.01 par value ("Common Stock"), at an exercise price
under the New Options of $7.00 per share, the fair market value of a share of
Common Stock as of the date hereof. The specific terms of such grant shall be
set forth in a separate stock option agreement made under and subject to the
terms of the Company's 1991 Stock Option Plan, as amended (the "Plan"). The New
Options shall expire ten (10) years from the date hereof and shall vest as
follows:
. one third of the Shares shall vest on the date of
this Agreement;
. one third of the Shares shall vest on March 27, 1998;
and
. one third of the Shares shall vest on September 27,
1998.
To the extent allowable under the Plan, (a) the New Options vested through the
date of any termination hereunder shall be exercisable in accordance with the
Plan and the option agreement delivered thereunder, regardless of the manner of
termination; and (b) notwithstanding the foregoing, upon the death of Executive
during the existence of such New Options, all unvested portions thereof shall
immediately vest. Executive will promptly deliver to the Company the original
executed option agreements for cancellation, in exchange for a new option
agreement relating to the New Options.
(d) Health Insurance and Other Benefits. During the Term, the
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Executive shall receive all employee benefits offered by the Company to its
senior executives and key management
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employees, including, without limitation, all pension, profit sharing,
retirement, salary continuation, deferred compensation, disability insurance,
hospitalization insurance, major medical insurance, medical reimbursement,
survivor income, life insurance and any other benefit plan or arrangement
established and maintained by the Company, subject to the rules and regulations
then in effect regarding participation therein. Unless such change is required
by federal, state or local law, the Company shall not make any changes in any
employee benefit plan or arrangement that would result in a disproportionately
greater reduction in the rights of, or benefits to, the Executive compared with
any other senior executive of the Company.
(e) Club Membership. The Company shall pay Executive's annual
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membership dues at a luncheon club in the Philadelphia metropolitan area chosen
by the Executive.
5. Life Insurance.
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(a) Purchase. Provided that Executive is insurable at rates that
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are comparable to those obtainable on other persons of similar age and position
in good health (if Executive is classified in a higher risk category he may
elect to pay the excess premium cost to obtain the coverage), during the Term,
the Company shall provide the Executive, or at the option of the Executive, the
Executive's Life Insurance Trust, with a company-paid term life insurance policy
in the face amount of $1,000,000. At the Executive's option, Executive may
obtain an insurance policy in lieu of a policy provided by the Company
hereunder, and the Company shall pay premiums therefor as set forth in invoices
presented to the Company,;, provided the Company shall not be required to pay
premiums in excess of the out-of-pocket costs it would otherwise have incurred
had it purchased such policy directly. The owner of such life insurance policy
shall be the Executive or the Executive's Life Insurance Trust, as directed by
the Executive.
(b) Payment of Premiums. The Company shall timely pay all
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premiums for such life insurance whether provided by the Company for the
Executive or by the Executive's Life Insurance Trust for the Executive.
(c) Medical Examination. The Executive agrees to submit to all
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medical examinations, supply all information and execute all documents required
by the insurance company in connection with the issuance of a policy for such
insurance as well as for any key man insurance the Company may desire to
maintain on Executive's life.
6. Reimbursement of Expenses. The Executive shall be reimbursed for
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all items of travel, entertainment and miscellaneous expenses which the
Executive reasonably incurs in connection with the performance of his duties
hereunder, provided that the Executive shall submit to the Company such
statements and other evidence supporting said expenses as the Company may
reasonably require.
7. Automobile Allowance. The Company shall pay Executive a monthly
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automobile allowance of $600.00.
8. Vacations. The Executive shall be entitled to the number of paid
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vacation days in each calendar year determined by the Company from time to time
for its senior executive officers, but not less than three (3) weeks in any
calendar year (prorated in any calendar year during which the Executive is
employed hereunder for less than the entire year in accordance with the number
of days in such calendar year during which he is so employed). The Executive
shall also be entitled to all paid holidays given by the Company to its senior
executive officers.
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9. Termination of Employment.
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(a) Death or Total Disability. In the event of the death of the
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Executive during the Term, this Agreement shall terminate. The terms of the
option agreements pertaining to the New Options shall control as to the vesting
and expiration thereof upon the death of Executive. In the event of the Total
Disability (as that term is defined below) of the Executive for one hundred
eighty (180) days in the aggregate during any consecutive twelve (12) month
period during the Term, the Company shall have the right to terminate this
Agreement by giving the Executive thirty (30) days' prior written notice
thereof, and upon the expiration of such thirty (30) day period, the Executive's
employment under this Agreement shall terminate. If the Executive shall resume
his duties within thirty (30) days after receipt of such a notice of termination
and continue to perform such duties for four (4) consecutive weeks thereafter,
this Agreement shall continue in full force and effect, without any reduction in
Base Salary, other compensation and other benefits, and the notice of
termination. shall be considered null and void and of no effect. Upon
termination of this Agreement under this Section 9(a), the Company shall have no
further obligations or liabilities under this Agreement, except to pay to the
Executive's estate or the Executive, as the case may be, the portion, if any,
that remains unpaid of the Base Salary for the period prior to termination.
The term "Total Disability," as used herein, shall mean a
mental or physical condition which, in the reasonable opinion of an independent
medical doctor mutually selected by the Company and the Executive, renders the
Executive unable or incompetent to carry out the material duties and
responsibilities of the Executive under this Agreement at the time the disabling
condition was incurred. Notwithstanding the foregoing, if the Executive is
covered under any policy of disability insurance under Section 4(d) of this
Agreement, under no circumstances shall the definition of Total Disability be
different from the definition of that term in such policy.
(b) Discharge for Cause. The Company may discharge the Executive
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for Cause and thereby immediately terminate his employment under this Agreement.
For purposes of this Agreement, the Company shall have "Cause" to terminate the
Executive's employment if the Executive, in the reasonable judgment of the
Company, (i) materially breaches any of his agreements, duties or obligations
under this Agreement and has not cured or commenced in good faith to cure such
breach within thirty (30) days after notice; (ii) embezzles or converts to his
own use any funds of the Company or any client or customer of the Company; (iii)
converts to his own use or unreasonably destroys any property of the Company,
without the Company's consent; (iv) is convicted of a felony; (v) is adjudicated
as mentally incompetent; or (vi) is habitually intoxicated or is diagnosed by an
independent medical doctor to be addicted to a controlled substance or any drug
whatsoever. Notwithstanding the foregoing, the Executive shall not be deemed to
have been terminated for Cause unless and until the Executive has received
thirty (30) days' prior written notice ("Dismissal Notice") of such termination.
In the event the Executive does not dispute such determination within thirty
(30) days after receipt of the Dismissal Notice, the Executive shall not have
the remedies provided pursuant to Section 8(e) of this Agreement.
(c) Termination Prior to Expiration of Term. Either party may
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terminate this Agreement upon sixty (60) days' prior written notice. Except as
provided in Section 9(d) of this Agreement, such termination shall be without
liability to either party.
(d) Termination without Cause or for Good Reason.
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(i) In the event that the Executive's employment is
terminated by the Company without Cause, as defined in Section 9(b) of this
Agreement, or the Executive shall resign for
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"Good Reason," as defined in Section 9(d)(ii) of this Agreement, then, to the
extent provided below, the Company shall:
(1) pay the Executive in lieu of other damages, except
as specifically provided herein, an amount equal to the greater of one years'
Base Salary at the then current amount or the Base Salary payable during the
balance of the Term of this Agreement. Such amounts shall be payable in
installments equal to installments of Base Salary then payable to Executive as
provided herein until such amount is paid in full. During such period of
payments, the restrictions contained in Section 12(a)(i) of this Agreement shall
be applicable to Executive, except that Executive may accept employment he might
not otherwise accept under Section 12(a)(i) of this Agreement, in which event
payment of salary received from such other employment shall be deducted from
payments made hereunder; and
(2) maintain in full force and effect, for the
continued benefit of the Executive for a period of six (6) months after
termination or for the balance of the Term, whichever is greater, all employee
benefit plans and programs, except option plans and except bonus plans to the
extent the Executive is not employed by the Company for all or a portion of the
period of measurement for the bonus, in which the Executive was entitled to
participate immediately prior to the Executive's discharge or resignation,
provided that the Executive's continued participation is possible under the
general terms and provisions of such benefit plans and programs, and provided
further that any Options unvested and unexercisable at the date of termination
shall then become vested and exercisable. In the event that the Executive's
participation in any such benefit plan or program is barred, the Company shall
arrange to provide the Executive with benefits substantially similar to those
which the Executive is entitled to receive under such plans and programs. At the
end of the period of coverage, the Executive shall have the option to have
assigned to him at no cost and with no apportionment of prepaid premiums any
assignable insurance policy owned by the Company which relates specifically to
the Executive. At the Company's expense, the Executive may elect at any time
during the period that he is receiving payments on account of his termination of
employment to use the services of an outplacement firm of his choice.
(ii) For purposes of this Section 9(d), "Good Reason"
shall mean the failure by the Company to comply with the material provisions of
this Agreement which failure is not cured within thirty (30) days after notice.
Notwithstanding the foregoing, the Executive shall not be deemed to terminate
this Agreement for Good Reason unless and until the Company has received five
(5) days prior written notice of termination ("Notice of Termination for Good
Reason"). In the event the Company does not dispute such termination within
thirty (30) days after receipt of such Notice of Termination for Good Reason,
the Company shall not have the remedies provided pursuant to Section 9(e) of
this Agreement.
(e) Arbitration. In the event that the Executive disputes a
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determination that Cause exists for terminating his employment pursuant to
Section 9(b) of this Agreement, or the Company disputes the termination that
Good Reason exists for Executive's termination of his Employment pursuant to
Section 9(d)(ii) of this Agreement, either party disputing this determination
shall serve the other with written notice of such dispute ("Dispute Notice")
within thirty (30) days after receipt of the Dismissal Notice or Notice of
Termination for Good Reason. Within fifteen (15) days thereafter, the Executive
or the Company, as the case may be, shall, in accordance with the Rules of the
American Arbitration Association ("AAA"), file a petition with the AAA for
arbitration of the dispute, the costs thereof to be shared equally by the
Executive and the Company unless an order of the AAA provides otherwise and each
party shall be responsible for his or its legal fees. Such proceeding shall
also determine all other disputes between the parties relating to Executive's
employment. The parties covenant and agree that the decision of the AAA shall
be final and binding and hereby waive their rights to appeal therefrom.
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(f) Nonrenewal by Company. If this Agreement is not renewed by
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the Company pursuant to Section 3 of this Agreement, Executive's obligations
hereunder shall cease as of the end of the then current Term, and the Company
shall have the following severance obligations:
(i) Executive shall continue to be an employee of the
Company under the terms of this Agreement for a period of six months after the
end of the then current Term, but shall not be required to perform any services
for the Company. In furtherance of this Agreement, in addition to the payment of
Base Salary at the then current rate for a period of six months after the end of
the then current Term,
(1) The Company shall continue Executive's
participation in the MIP for another six months after the end of the then
current Term, unless his participation in the MIP is barred by the terms of the
MIP, in which case the Company shall provide Executive with a substantially
similar benefit.
(2) Any options unvested and unexercisable at the
expiration of the then current Term shall become immediately vested and
exercisable.
(3) The Company will continue for a period of six
months after the end of the then current Term Executive's allowances and
benefits pursuant to Section 4(c)-(d); his life insurance benefit pursuant to
Section 5; and his automobile allowance pursuant to Section 7. Executive shall
have the option to have assigned to him at the end of the six-month period at no
cost and with no apportionment of prepaid premiums any assignable insurance
policy owned by the Company that relates specifically to the Executive.
10. Change in Control. Upon a Change in Control, as hereinafter
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defined, notwithstanding anything in this Agreement to the contrary, the
following terms and provisions shall apply:
(a) If, within thirty (30) days following the Change in Control,
there is a Termination of Employment (as defined below), then the following
provisions shall become applicable:
(i) The Executive shall receive an immediate lump sum
payment (within thirty (30) days following the Termination of Employment), of
three (3) years' Base Salary at the then current amount;
(ii) The Executive shall receive an immediate payment
(within thirty (30) days following the Termination of Employment) of the annual
bonuses that the Executive would have been entitled to receive through the
remainder of the Term of this Agreement. For purposes of this Section 10(a)(ii),
the annual bonus that the Executive would have been entitled to receive for each
remaining year in the Term of this Agreement shall be equal to the last bonus
(including amounts paid under the MIP) the Executive received prior to the
Change of Control;
(iii) All allowances and benefits, as contained in
Sections 4(c)-(d), 5 and 7 of this Agreement, shall be continued for the full
Term of this Agreement; and
(iv) All unvested and unexercised stock options held by
the Executive shall become immediately vested and exercisable by the Executive.
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(b) If a Termination of Employment does not occur within thirty
(30) days following the Change in Control, then the Term of this Agreement shall
be automatically renewed for a two (2) year period commencing on the date of the
Change in Control, in which case all of the terms and conditions of this
Agreement shall remain in full force and effect until the end of such Term.
(c) As used in this Section 10, "Termination of Employment"
shall mean termination of the Executive's employment (i) by the Company for any
reason, or (ii) by the Executive's death, Total Disability or resignation.
(d) As used in this Section 10, a "Change in Control" shall be
deemed to have taken place if: (i) subsequent to the date of this Agreement, any
"Person" (including any individual, firm, corporation, partnership or other
entity except the Executive, the Company or any employee benefit plan of the
Company or of any Affiliate or Associate (each as defined in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended), and any Person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such employee benefit plan), together with all Affiliates and Associates
of such Person, shall become the beneficial owner in the aggregate of twenty
percent (20%) or more of the Common Stock of the Company then outstanding; or
(ii) during the Term of this Agreement, individuals who, as of the date of this
Agreement, constituted the Board cease for any reason to constitute a majority
thereof.
(e) It is the intention of the parties that the payments under
Section 10(a) of this Agreement shall not constitute "excess parachute payments"
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended. Accordingly, notwithstanding anything in this Section 10 to the
contrary, if any of the amounts otherwise payable under Section 10(a) of this
Agreement would constitute "excess parachute payments," or if the independent
accountants acting as auditors for the Company on the date of the Change of
Control determine that such payments may constitute "excess parachute payments,"
then the cash amounts otherwise payable under Section 10(a) of this Agreement
shall be reduced to the maximum amounts that may be paid without any such
payments or other benefits under this Section 10 constituting, or potentially
constituting, "excess parachute payments."
11. No Mitigation. The Executive shall not be required to mitigate
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the amount of any payment or benefit provided for in this Agreement by seeking
other employment or otherwise nor, except as provided herein, shall the amount
of any payment provided for in this Agreement be reduced by any compensation
earned by the Executive as the result of his employment by another employer.
12. Restrictive Covenant.
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(a) Competition.
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(i) Executive undertakes and agrees that he will not
compete, directly or indirectly, or participate as a director, officer,
employee, consultant, agent, representative or otherwise, or as a stockholder,
partner or joint venturer, or have any direct or indirect financial interest,
including, without limitation, the interest of a creditor, in any business
competing directly with the infomercial direct response business of Company or
any of its subsidiaries within any geographical area in which the business of
Company or its subsidiaries is being conducted during Executive's employment (1)
during the Term of this Agreement; (2) for a period of six (6) months after
termination of this Agreement pursuant to Section 9(a) or 9(b) of this
Agreement; and (3) subject to Section 9(d)(i)(1) of this Agreement, for any
period after termination during which payments are made to Executive under
Section 9(d)(i) of this Agreement with respect to termination by the Company or
the Executive pursuant to Section 9(c) or 9(d) of this Agreement.
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(ii) Executive further undertakes and agrees that during
the Term of this Agreement and for a period of six (6) months after the
termination or expiration or while payments are made pursuant to Section
9(d)(i)(1) of this Agreement he will not, directly or indirectly, employ, cause
to be employed, or solicit for employment any of Company's or its subsidiaries'
employees.
(b) Trade Secrets. During the Term hereof and after termination
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or expiration for any reason, Executive shall not disclose, divulge, copy or
otherwise use any trade secret of the Company or its subsidiaries other than any
knowledge or information already known to Executive prior to this Agreement, it
being acknowledged that all such new information and materials compiled or
obtained by or disclosed to Executive while employed by the Company or its
subsidiaries hereunder or otherwise are confidential and the exclusive property
of the Company and its subsidiaries.
(c) Injunctive Relief. The parties hereto agree that the remedy
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at law for any breach of the provisions of this Section 11 will be inadequate
and that the Company or any of its subsidiaries or other successors or assigns
shall be entitled to injunctive relief without bond. Such injunctive relief
shall not be exclusive, but shall be in addition to any other rights and
remedies Company or any of its subsidiaries or their successors or assigns might
have for such breach.
(d) Scope of Covenant. Should the duration, geographical area or
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range of prescribed activities in Section 11(a) of this Agreement be held
unreasonable by any court of competent jurisdiction, then such duration,
geographical area or range of prescribed activities shall be modified to such
degree as to make it or them reasonable and enforceable.
13. Counsel Fees and Indemnification.
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(a) In the event that it shall be necessary or desirable for the
Executive to retain legal counsel and/or incur other costs and expenses in
connection with the enforcement of any and all of his rights under this
Agreement, including participation in any proceeding contesting the validity or
enforceability of this Agreement and any arbitration proceeding pursuant to
Section 9(e) of this Agreement, the Executive shall be entitled to recover from
the Company his reasonable attorney's fees and costs and expenses in connection
with the enforcement of his rights. No fees shall be payable if the Company is
successful on the merits.
(b) The Company shall indemnify and hold Executive harmless to
the maximum extent permitted by law against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees incurred by
Executive, in connection with the defense of, or as a result of, any action or
proceeding (or any appeal from any action or, proceeding) in which Executive is
made or is threatened to be made a party by reason of any act or omission of
Executive in his capacity as an officer, director or employee of the Company,
regardless of whether such action or proceeding is one brought by or in the
right of the Company and whether such action related to circumstances prior to
the effective date of this Agreement, to procure a judgment in its favor.
Expenses (including attorneys' fees) incurred by the Executive in defending any
civil, criminal, administrative, or investigative action, suit or proceeding
shall be paid by the Company in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of the
Executive to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Company as authorized in this Section
12(b).
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14. Miscellaneous.
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(a) Notices. Any notice, demand or communication required or
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permitted under this Agreement shall be in writing and shall either be hand-
delivered to the other party or mailed to the addresses set forth below by
registered or certified mail, return receipt requested or sent by overnight
express mail or courier or facsimile to such address, if a party has a facsimile
machine. Notice shall be deemed to have been given and received when so hand-
delivered or after three business days when so deposited in the U.S. Mail, or
when transmitted and received by facsimile or sent by express mail properly
addressed to the other party. The addresses are:
To the Company:
National Media Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
FAX #: (000) 000-0000
Attn: Corporate Secretary
To the Executive:
Xx. Xxxxxxxxxxxx X. Xxxxxxxx
000 Xxxxxx Xxxx
Xxxxx, XX 00000
The foregoing addresses may be changed at any time by notice given in the manner
herein provided.
(b) Integration; Modification. This Agreement dated the date
hereof constitutes the entire understanding and agreement between the Company
and the Executive regarding its subject matter and supersedes all prior
negotiations and agreements, whether oral or written, between them with respect
to its subject matter. This Agreement may not be modified except by a written
agreement signed by the Executive and a duly authorized officer, of the Company.
(c) Enforceability. If any provision of this Agreement shall be
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invalid or unenforceable, in whole or in part, such provision shall be deemed to
be modified or restricted to the extent and in the manner necessary to render
the same valid and enforceable, or shall be deemed excised from this Agreement,
as the case may require, and this Agreement shall be construed and enforced to
the maximum extent permitted by law as if such provision had been originally
incorporated herein as so modified or restricted, or as if such provision had
not been originally incorporated herein, as the case may be.
(d) Binding Effect. This Agreement shall be binding upon and
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inure to the benefit of the parties, including their respective heirs,
executors, successors and assigns, except that this Agreement may not be
assigned by the Executive. This Agreement supersedes the Prior Employment
Agreement, which is hereby deemed null and void and of no further force or
effect.
(e) Waiver of Breach. No waiver by either party of any condition
or of the breach by the other of any term or covenant contained in this
Agreement, whether by conduct or otherwise, in any one or more instances shall
be deemed or construed as a further or continuing waiver of any such condition
or breach or a waiver of any other condition, or the breach of any other term or
covenant set forth
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in this Agreement. Moreover, the failure of either party to exercise any right
hereunder shall not bar the later exercise thereof.
(f) Governing Law and Interpretation. This Agreement shall be
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governed by the laws of the Commonwealth of Pennsylvania without regard to its
conflict of laws rules. Each of the parties agrees that he or it, as the case
may be, shall deal fairly and in good faith with the other party in performing,
observing and complying with the covenants, promises, duties, obligations, terms
and conditions to be performed, observed or complied with by him or it, as the
case may be, hereunder; and that this Agreement shall be interpreted, construed
and enforced in accordance with the foregoing covenant notwithstanding any law
to the contrary.
(g) Headings. The headings of the various sections and
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paragraphs have been included herein for convenience only and shall not be
considered in interpreting this Agreement.
(h) Counterparts. This Agreement may be executed in several
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counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the Executive
and on behalf of the Company by its duly authorized officers and approved by its
Compensation, Committee, as of the date first above written.
Attest: NATIONAL MEDIA CORPORATION
/s/ By: /s/ Xxxxxxxxx X. Xxxxxx
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Secretary Xxxxxxxxx X. Xxxxxx, Chairman
/s/ Xxxxxxxxxxxx X. Xxxxxxxx
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Xxxxxxxxxxxx X. Xxxxxxxx
APPROVED:
COMPENSATION COMMITTEE
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, XX, Director,
Chairman of the Compensation
Committee of the Board of
Directors
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