EXHIBIT 10.2
EMPLOYMENT ASSUMPTION AGREEMENT
THIS EMPLOYMENT ASSUMPTION AGREEMENT (the "Agreement") is made and entered
into as of July 31, 1997, by and among Saban Entertainment, Inc., a Delaware
corporation ("Saban"), Fox Kids Worldwide, Inc., a Delaware corporation ("FKWW")
and Xxx Xxxxx ("Employee").
R E C I T A L S
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A. Employee is a party to that certain Employment Agreement entered
into as of June 1, 1994, with Saban (the "Saban Employment Agreement").
B. On June 11, 1997, FKWW, Saban, Fox Broacasting Company, Inc., a
Delaware corporation ("FBC"), Fox Broadcasting Sub, Inc., a Delaware corporation
("Fox Broadcasting Sub"), Xxxxx & Company Incorporated, a New York corporation
("Xxxxx"), Xxxx Xxxxx and the other stockholders of Saban entered into that
certain Agreement pursuant to which FBC, Fox Broadcasting Sub, Xxxxx, Xxxx Xxxxx
and the other SEI Stockholders would contribute to FKWW stock of Saban and FCN
Holding for stock of FKWW, such that FKWW will own the business and operations
of Saban, FCN Holding, and of all of their respective subsidiaries (the
"Reorganization").
C. As part of the Reorganization, FKWW desires to assume, and
Employee desires FKWW to assume, the obligations of Saban under the Saban
Employment Agreement.
D. In order to confirm such assumption, FKWW, Saban and Employee
have agreed to execute and deliver this Agreement.
A G R E E M E N T
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NOW, THEREFORE, in consideration of the foregoing facts, the parties hereby
agree as follows:
1. Employment and Assumption. FKWW hereby employs Employee to render
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services as President, Chief Operating Officer and Chief Financial Officer of
FKWW, pursuant to the same terms and conditions of the Saban Employment
Agreement, and FKWW hereby assumes all the duties and obligations of Saban
arising from and in connection with the Saban Employment Agreement. This
assumption shall not affect the calculation of the Contingent Bonus pursuant to
Section 5(b) and 5(c) of the Saban Employment Agreement, and, for purposes of
this Agreement, the term "Company" in the second sentence of Section 5(b), and
in Section 5(c), shall continue to refer to Saban Entertainment, Inc. In
addition, after this assumption, for purposes of
determining the fair market value of the Option Shares pursuant to Section
5(f)(ix) and 5(f)(xii) of the Saban Employment Agreement, the fair market value
of International Family Entertainment, Inc. ("IFE") shall be equal to the
acquisition price paid for IFE by FKWW, subject only to adjustment (using a
valuation multiplier derived from the acquisition price) for the actual
performance of IFE (compared with currently projected performance) subsequent to
the acquisition by FKWW.
2. Governing Laws. This Agreement has been executed and delivered in the
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State of California and shall be governed by, and construed in accordance with,
the substantive laws of the State of California.
3. Assigns. This Agreement and all representations, warranties, powers
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and rights herein contained or resulting therefrom are binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
SABAN ENTERTAINMENT, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Chief Executive Officer
FOX KIDS WORLDWIDE, INC.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Chief Executive Officer
EMPLOYEE:
/s/ Xxx Xxxxx
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Xxx Xxxxx
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