EXHIBIT 10.13
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of 1/27/97 , between FOX/LIBERTY
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NETWORKS, LLC (the "Company") and XXXXX XXXXXXX (the "Executive").
The Company wishes to employ the Executive, and the Executive wishes to
accept such employment, on the terms and conditions set forth in this Agreement.
Accordingly, the Company and the Executive hereby agree as follows:
1. Employment, Duties and Acceptance.
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1.1 Employment Duties. The Company hereby employs the Executive for the
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Term (as defined in Section 2.1) to render exclusive and full-time services to
the Company as President of Fox Sports Net/fX Networks Sales division, and as
Senior Vice President of Fox/Liberty Networks, LLC, or in such other executive
position consistent with such position as may be assigned to the Executive by
the Board of Directors of the Company or by the Chief Executive Officer ("CEO")
of the Company. Executive's duties will include supervision and management of
all advertising sales for the Company and its subsidiaries, including
supervision of all local and regional sales, national spot and unwired sales,
network sales, sponsorship sales, syndicated programming sales, infomercial
sales and advertising barter time sales by the Company and its subsidiaries, and
supervision and management of all research, back office, billing, collection and
reporting activities and all costs of sales pertinent to these areas of
responsibility. Executive will report to the Chief Operating Officer of Fox
Sports Net and Executive Vice President, Entertainment of fX Networks.
1.2 Acceptance. The Executive hereby accepts such employment and agrees to
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render the services described above. During the Term, the Executive agrees to
serve the Company faithfully and to the best of the Executive's ability, to
devote the Executive's entire business time, energy and skill to such
employment, and to use the Executive's best efforts, skill and ability to
promote the Company's interests. The Executive further agrees to accept
election, and serve during all or any part of the Term, as an officer or
director of the Company and of any subsidiary or affiliate of the Company,
without any compensation therefor other than that specified in this Agreement,
if elected to any such position by the shareholders or by the Board of Directors
of the Company or of any subsidiary or affiliate, as the case may be.
1.3 Location. The duties to be performed by the Executive hereunder shall
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be performed primarily at the offices of the Company in New York City, subject
to reasonable travel requirements on behalf of the Company.
2. Term of Employment
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2.1 The Term. The Term of the Executive's employment under this Agreement
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(the "Term") shall commence upon date of this agreement and shall end on April
30, 1999 or such other
date on which the Term shall terminate or be extended pursuant to Section 2.2.
2.2 Termination of Term: Extension of Term
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2.2.1 Termination Without Cause. At any time the Company may, by
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written notice to the Executive, terminate the Term for reasons other than those
specified in Sections 4.1, 4.2 and 4.3 hereof ("Termination Without Cause"). In
such event, such termination will be treated in the same manner as a termination
by the Executive under Section 4.4 hereof, and the Executive and the Company,
following the delivery of such notice of termination under this Section 2.2.1,
shall have the same rights and obligations provided for under such Section 4.4.
2.2.2 Extension of the Term. Unless either the Executive or the
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Company gives the other written notice of non-extension of the Term at least six
months prior to the then scheduled termination date of the Term, the Term will
automatically extend on a daily basis for each day after November 1, 1998 that
such notice is not given until terminated pursuant to the delivery of such
notice or pursuant to another provision of this Agreement.
2.3 Special Curtailment. The Term also shall end earlier than the
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original April 30, 1999 termination date provided in Section 2.1 or any extended
termination date provided in Section 2.2., in either case if sooner terminated
pursuant to Section 4. Non-extension of the Term shall not be deemed to be a
wrongful termination of the Term or this Agreement by the Company pursuant to
Section 4.4 or a Termination Without Cause pursuant to section 2.2.1
3. Compensation; Benefits.
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3.1 Salary. As compensation for all services to be rendered pursuant to
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this Agreement, the Company agrees to pay the Executive during the Term a base
salary, payable in accordance with the Company's payroll practices for its
executives as in effect from time to time, at the following annual rates, less
such deductions or amounts to be withheld as required by applicable law and
regulations (the "Base Salary"):
Period Annual Rate
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Date of Agreement to April 30, 1997 400,000
May 1, 1997 to April 30, 1998 425,000
May 1, 1998 to April 30, 1999 450,000
In the event that the Company, in its sole discretion beyond the requirements of
this Agreement, from time to time determines to increase the Base Salary, such
increased amount shall, from and after the effective date of the increase,
constitute "Base Salary" for purposes of this Agreement.
3.2 Bonuses. In addition to the amounts to be paid to the Executive
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pursuant to Section 3.1, the Executive shall receive the bonuses (the "Bonuses")
as described in Appendix II of this
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Agreement. The Executive shall not be entitled to participate in any other bonus
plans or programs of the Company.
3.3 Business Expenses. The Company shall pay or reimburse the Executive
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for all reasonable expenses actually incurred or paid by the Executive during
the Term in the performance of the Executive's services under this Agreement, in
accordance with the Company's standard policies in effect from time to time,
upon presentation of expense statements or vouchers or such other supporting
information as the Company customarily may require of its officers; provided,
however, that the maximum amount available for such expenses during any period
may be fixed in advance by the Board of Directors or the CEO of the Company.
3.4 Vacation. During the Term, the Executive shall be entitled to a
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vacation period of four weeks taken in accordance with the vacation policy of
the Company during each year of the Term. Vacation time not used by the end of a
year shall be forfeited.
3.5 Fringe Benefits. During the Term, the Executive shall be entitled to
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all benefits for which the Executive shall be eligible under any 401(k) plan,
group insurance or other so-called "fringe" benefit plan (but not severance
plans or bonus plans) which the Company provides to its employees generally,
together with medical benefits for the Executive, the Executive's spouse and the
Executive's children as from time to time in effect for officers of the Company
generally.
3.6 Additional Benefits. During the Term, the Executive shall be entitled
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to such other benefits as are specified in Appendix I to this Agreement.
4. Termination
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4.1 Death. If the Executive shall die during the Term, the Term shall
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terminate and no further amounts or benefits shall be paid or payable hereunder,
except that the Executive's estate shall be entitled to receive (i) all earned
but unpaid amounts of Base Salary and Bonuses to the date of termination, (ii)
continued payments in an amount equal to 60% of the Base Salary in the manner
specified in Section 3.1, until the end of the Term (as in effect under Section
2 hereof (with Executive's death being treated as a notice of non-renewal under
Section 2.2.2) immediately prior to the Executive's death) plus (iii) a single
payment of the Applicable Bonus Amount, if any, provided for in Paragraph A.2 of
Appendix II with respect to the year in which Executive dies.
4.2 Disability. If during the Term the Executive shall become physically
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or mentally disabled, whether totally or partially, such that the Executive is
unable to perform the Executive's services hereunder for (i) a period of six
consecutive months or (ii) for shorter periods aggregating six months during any
twelve month period, the Company may at any time after the last day of the six
consecutive months of disability or the day on which the shorter periods of
disability shall have equaled an aggregate of six months, by written notice to
the Executive (but before the Executive has recovered from such disability),
terminate the Term and no further amounts or benefits shall be paid or payable
hereunder, except that the Executive shall be entitled to receive (i) all earned
but unpaid
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amounts of Base Salary and Bonuses to the date of termination, (ii) continued
payments in an amount equal to 60% of the Base Salary in the manner specified in
Section 3.1, until the end of the Term (as in effect under Section 2 hereof
(with the Company's notice of termination being treated also as a notice of non-
renewal under Section 2.2.2) immediately prior to such termination), (iii) a
single payment of the Applicable Bonus Amount, if any, provided for in Paragraph
A.2 of Appendix II with respect to the year in which Executive becomes disabled
payable within sixty days after the end of such year, and (iv) such amounts and
benefits, if any, specified in Appendix I other than Paragraph 1.
4.3 Cause. In the event of gross neglect by the Executive of the
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Executive's duties hereunder; conviction of the Executive of any felony; other
illegal or disreputable conduct on the part of the Executive which impairs the
reputation, goodwill, or business position of the Company or involves funds or
other assets of the Company, its subsidiaries or affiliates; willful misconduct
by the Executive in connection with the performance of any material portion of
the Executive's duties hereunder; breach by the Executive of Section 5.1 or 5.2
or any other material provision of this Agreement or of the policies stated in
the Company's Code of Business Conduct as then in effect; or any other conduct
on the part of the Executive which would make the Executive's continued
employment by the Company materially prejudicial to the best interests of the
Company (any one or more of such events constituting "Cause"), the Company may
at any time by written notice to the Executive terminate the Term and, upon such
termination for Cause, this Agreement shall terminate and the Executive shall be
entitled to receive no further amounts or benefits hereunder, except any as
shall have been earned to the date of such termination.
4.4 Company Breach. In the event of the breach of any material provision
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of this Agreement by the Company which goes unremedied within sixty (60) days of
written notice from the Executive to the Company specifying the breach, the
Executive shall be entitled to terminate the Term by written notice to the
Company delivered at any time within the 30 day period following the end of such
60 day period. Upon such termination, or in the event the Company terminates the
Term or this Agreement Without Cause, the Company shall, as its sole obligation
to the Executive, promptly, in one lump sum payment, pay the Executive an amount
equal to the sum of the following: (i) all earned but unpaid amounts of Base
Salary and Bonuses to the date of termination; (ii) the Applicable Bonus Amount,
if any, with respect to the year in which the termination occurs; and (iii) the
lesser of (A) one year's Base Salary calculated at the then prevailing rate or
(B) the remaining Base Salary to be paid for the balance of the Term as then in
effect. The Company's obligations pursuant to this Section 4.4 are not subject
to or in any way contingent upon any duty on the part of the Executive to
mitigate damages by seeking other employment.
4.5 Litigation Expenses. Except as provided for in Section 5.7, if the
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Company and the Executive become involved in any action, suit or proceeding
relating to the alleged breach of this Agreement by the Company or the
Executive, and if a judgement in such action, suit or proceeding is rendered in
favor of the Executive, the Company shall reimburse the Executive for all
expenses (including reasonable attorneys' fees) incurred by the Executive in
connection with such action, suit or proceeding. Such cost shall be paid to the
Executive promptly upon presentation of expense
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statements or other supporting information evidencing the incurrence of such
expenses.
5. Non-Competition: Non-Solicitation.
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5.1 In view of the fact that the Executive's work for the Company will
bring the Executive into close contact with many confidential affairs of the
Company not readily available to the public, and plans for future developments,
the Executive agrees:
5.1.1 To keep and retain in the strictest confidence all
confidential matters of the Company, including, without limitation, "know how",
trade secrets, customer lists, pricing policies, operational methods, technical
processes, formulae, inventions and research projects, and other business
affairs of the Company, learned by the Executive heretofore or hereafter, and
not to disclose them to anyone outside the Company, either during or after the
Executive's employment with the Company, except in the course of performing the
Executive's duties hereunder or with the Company's express written consent; and
5.1.2 To deliver promptly to the Company on termination of the
Executive's employment for any reason, or at any time the Company may so
request, all memoranda, notes, records, reports, manuals, drawings, blueprints
and other documents (and all copies thereof) relating to the Company's business
and all property associated therewith, which the Executive may then possess of
have under the Executive's control.
5.2 The Executive further agrees:
5.2.1 During the Term, and (if the Term ends other than by non-
renewal or pursuant to Section 4.1) for a period of twelve months thereafter,
the Executive shall not, directly or indirectly, enter the employ of, or render
any services to, any person, firm or corporation engaged in any business
competitive with the business of the Company or of any of its respective
subsidiaries or affiliates. Specifically included (without limitation) in such
competitive businesses would be any business involved in the solicitation, sale
or placement of media advertising or advertising availabilities in connection
with programming to be viewed or disseminated by or using television or similar
apparatus; the Executive shall not engage in such business on the Executive's
own account; and the Executive shall not become interested in any such business,
directly or indirectly, as an individual, partner, shareholder, director,
officer, principal, agent, employee, trustee, consultant, or in any similar
relationship or capacity; provided, however, that nothing contained in this
Section 5.2.1 shall be deemed to prohibit the Executive from acquiring, solely
as an investment, up to five percent (5%) of the outstanding shares of capital
stock of any public corporation.
5.2.2 During the Term and for a period of one year thereafter the
Executive shall not, directly or indirectly, (x) induce or encourage any
employee of the Company or any subsidiary or affiliate of the Company to leave
employment with the Company or such subsidiary or affiliate, or (y) employ,
hire, or establish a business with, or cause or encourage any third person to
employ, hire, or establish a business with, any person who was, within the
period of one year preceding such
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action by the Executive, employed by the Company or any subsidiary or affiliate
of the Company.
5.3 If the Executive commits a breach, or threatens to commit a breach, of
any of the provisions of Sections 5.1 or 5.2 hereof, the Company shall have the
following rights and remedies:
5.3.1 The right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company; and
5.3.2 The right and remedy to require the Executive to account for
and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits") derived or received by
the Executive as the result of any transactions constituting a breach of any of
the provisions of the preceding paragraph, and the Executive hereby agrees to
account for and pay over such Benefits to the Company. Each of the rights and
remedies enumerated above shall be independent of the other, and shall be
severally enforceable, and all of such rights and remedies shall be in addition
to, and not in lieu of, any other rights and remedies available to the Company
under law or in equity.
5.4 If any of the covenants contained in Sections 5.1 or 5.2, or any part
thereof, hereafter are construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenant or covenants, which shall be given full
effect, without regard to the invalid portions.
5.5 If any of the covenants contained in Sections 5.1 or 5.2, or any part
thereof, are held to be unenforceable because of the duration of such provision,
the area covered thereby, or the scope thereof, the parties agree that the court
making such determination shall have the power to reduce the duration, area
and/or scope of such provision and, in its reduced form, said provision shall
then be enforceable.
5.6 The parties hereto intend to and hereby confer jurisdiction to enforce
the covenants in Sections 5.1 and 5.2 upon the courts of any state within the
geographical scope of such covenants. In the event that the courts of any one or
more of such states shall hold such covenants wholly unenforceable by reason of
the breadth of such covenants or otherwise, it is the intention of the parties
hereto that such determination not bar in any way affect the Company's right to
the relief provided above in the courts of any other states within the
geographical scope of such covenants as to breaches of such covenants in such
other respective jurisdictions, the above covenants as they relate to each state
being for this purpose severable into diverse and independent covenants.
5.7 In the event that any action, suit or other proceeding in law or in
equity is brought to enforce the covenants contained in Sections 5.1 and 5.2 or
to obtain money damages for the breach thereof, and such action results in the
award of a judgement for money damages or in the granting of any injunction in
favor of the Company, all expenses (including reasonable attorneys' fees) of the
Company in such action, suit or other proceeding shall (on demand of the
Company) be paid by the
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Executive. In the event the Company fails to obtain a judgement for money
damages or an injunction in favor of the Company, all expenses (including
reasonable attorneys' fees) of the Executive in such action, suit or other
proceeding shall (on demand of the Executive) be paid by the Company.
6. Intellectual Property.
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The Company shall be the sole owner of all the products and proceeds of the
Executive's services hereunder, including, but not limited to, all materials,
ideas, concepts, manuals, formats, suggestions, developments, arrangements,
packages, programs and other intellectual properties that the Executive may
acquire, obtain, develop or create in connection with the Executive's duties
hereunder and during the Term, free and clear of any claims by the Executive (or
anyone claiming under the Executive) of any kind or character whatsoever (other
than the Executive's right to receive payments hereunder). The Executive shall,
at the request of the Company, execute such assignments, certificates or other
instruments as the Company may from time to time deem necessary or desirable to
evidence, establish, maintain, perfect, protect, enforce or defend its right,
title or interest in or to any such properties.
7. Indemnification.
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The Company will indemnify the Executive, to the maximum extent permitted
by applicable law, against all costs, charges and expenses incurred or sustained
by the Executive in connection with any action, suit or proceeding to which the
Executive may be made a party solely by reason of the Executive being an
officer, director or employee of the Company or, at the request of the Company,
of any subsidiary or affiliate of the Company.
8. Notices.
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All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, sent by overnight courier or mailed
first class, postage prepaid, by registered or certified mail (notices mailed
shall be deemed to have been given on the date mailed), as follows (or to such
other address as either party shall designate by notice in writing to the other
in accordance herewith):
If to the Company, to:
Fox/Liberty Networks, LLC
0000 Xxxxxx Xxxxxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx Xxxxxx
If to the Executive, to:
Xxxxx XxXxxxx
00 Xxxxxxxxxx Xxxxx
Xxxxx Xxxxx, Xxx Xxxx 00000
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9. General.
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9.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely in New York.
9.2 The section headings contained herein are for reference purposes only
and shall be not in any way affect the meaning or interpretation of this
Agreement.
9.3 This Agreement sets forth the entire agreement and understanding of
the parties relating to the subject matter hereof, and supersedes all prior
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof. No representation, promise or inducement has been made
by either party that is not embodied in this Agreement, and neither party shall
be bound by or liable for any alleged representation, promise or inducement not
so set forth.
9.4 This Agreement, and the Executive's rights and obligations hereunder,
may not be assigned by the Executive. The Company may assign its rights,
together with its obligations, hereunder (i) to any of its affiliates or (ii) to
third parties in connection with any sale, transfer or other disposition of all
or a substantial portion of its business or assets; in any such event, the
obligations of the Company hereunder shall be binding on its successors or
assigns, whether by merger, consolidation or acquisition of all or a substantial
portion of its business or assets.
9.5 This Agreement may be amended, modified, superseded, canceled, renewed
or extended and the terms or covenants hereof may be waived, only by a written
instrument executed by both of the parties hereto, or in the case of a waiver,
by the party waiving compliance. The failure of either party at any time or
times to require performance of any provision hereof shall in no manner affect
the right at a later time to enforce the same. No waiver by either party of the
breach of any term or covenant contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.
10. Subsidiaries and Affiliates.
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10.1 As used herein, the term "subsidiary" shall mean any corporation or
other business entity controlled directly or indirectly by the corporation or
other business entity in question, and the term "affiliate" shall mean and
include any corporation or other business entity directly or indirectly
controlling, controlled by or under common control with the corporation or other
business entity in question.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
FOX/LIBERTY NETWORKS, LLC
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
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Title: Exec. V.P.
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Executive
/s/ Xxxxx XxXxxxx
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Xxxxx XxXxxxx
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APPENDIX I
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Additional Benefits:
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1. Automobile.. The Company shall compensate the Executive for all in-
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town personal automobile expenses via a monthly car allowance in the net amount
of $1,063.00. The allowance will be considered additional compensation. The
Executive will be responsible for maintaining appropriate records for business
and tax purposes.
2. Club Membership. The Company shall reimburse the Executive, upon
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presentation of an expense statement, for all reasonable (initiation fees and)
periodic dues for membership in a club of the Executive's choice.
3. Long Term Disability. The Executive shall be enrolled in the
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Company's Long Term Disability Plan. The plan provides for a benefit of 60% of
monthly salary to a maximum benefit of $10,000 per month to age 65.
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APPENDIX II
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Operating Bonus: The Executive shall be entitled to a bonus (the
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"Operating Bonus") for each fiscal year or portion thereof during the Term, on
the terms and conditions set forth in this Appendix II. Except as set forth in
Paragraph 2 below, the Operating Bonus for each fiscal year shall be paid within
30 days (the "Payment Period") after the Company receives its fiscal year-end
audited statement for that fiscal year.
1. For each calendar year as to which all or any portion of more than
90 days thereof occurs during the Term, a sales budget ("Annual Budget',) will
be prepared and adopted at or prior to the beginning of such year which will set
forth the aggregate sales to be achieved by the Company and its subsidiaries on
a consolidated basis for that year and for each of the first three quarters
thereof. The Executive will participate in the preparation of the Annual Budget
and it will be deemed adopted when approved by the CEO of the Company or the
Board of Directors. During the Payment Period after the end of each calendar
year during the Term, the measure of achievement of the Annual Budget for such
year shall be calculated by the Company, and based upon agreed applicable levels
of achievement of the Annual Budget or other relevant criteria determined by the
Company, the Executive no later than the end of the Payment Period shall be paid
an Operating Bonus of up to $200,000. For calendar year 1997, the levels and
criteria of achievement for determining Executive's Operating Bonus amount
payable shall be as follows:
(a) For achievement of total gross ad sales revenue for the Company
for 1997 equal to 13% over calendar year 1996 total gross ad sales revenue
Executive will be entitled to a bonus of $50,000.
(b) For achievement of the following respective percentage level of
the 1997 Annual Budgeted total ad sales for Fox Sports Net (including all
current Company operations other than fX Networks) Executive will be entitled to
the following bonus indicated:
Percentage of Achievement
of 1997 Annual Budget for Bonus Amount
Fox Sports Net For 1997
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91% of 1997 Budget $ 7,500
92% of 1997 Budget $15,000
93% of 1997 Budget $22,500
94% of 1997 Budget $30,000
95% of 1997 Budget $37,500
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96% of 1997 Budget $45,000
97% of 1997 Budget $52,500
98% of 1997 Budget $60,000
99% of 1997 Budget $67,500
100% of 1997 Budget $75,000
The above Bonus Amounts are not cumulative (i.e if 95% of the Annual Budget for
Fox Sports Net is achieved, Executive's total Operating Bonus under this
subparagraph (b) is $37,500; if 100% of the Annual Budget for Fox Sports Net is
achieved, Executive's total Operating Bonus under this subparagraph (b) is
$75,000). For each 1% achieved in excess of such Annual Budget Executive will be
entitled to an additional $5,000 in Operating Bonus.
(c) For achievement of the following respective level of total gross
ad sales revenue for fX Networks for 1997 Executive will be entitled to the
following bonus indicated (Includes D.R. and infomercials):
Gross 1997 Ad Sales Bonus Amount
Revenue for fX Networks For 1997
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$34,407,000 $ 7,500
$34,784,000 $15,000
$35,161,000 $22,500
$35,538,000 $30,000
$35,915,000 $37,500
$36,292,000 $45,000
$36,669,000 $52,500
$37,046,000 $60,000
$37,423,000 $67,500
$37,700,000 $75,000
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The above Bonus Amounts are not cumulative (i.e. if $35,538,000 of gross ad
sales revenue is achieved for fX Networks, Executive's total Operating Bonus
under this subparagraph (c) is $30,000; if $37,700,000 of gross ad sales revenue
is achieved for fX Networks,Executive's total Operating Bonus under this
subparagraph (c) is $75,000). For each $3,770,000 in gross ad sales revenue for
fX Networks, achieved in excess of $37,700,000, Executive will be entitled to an
additional $5,000 in Operating Bonus .
For each year following 1997 the Company and Executive shall mutually agree in
good faith upon the levels of achievement required for graduated payment of the
Operating Bonus; provided, however, that in no event will Executive be entitled
to less than $200,000 for 100% of the total Annual Budget for the Company.
No Operating Bonus (not including the Applicable Bonus Amount) shall be deemed
earned or payable pursuant to Sections 4.1(i), 4.2(i) and 4.4(i) of the
Agreement until completion of the year as to which Bonus is being calculated.
2. In the event of the expiration of the Term or termination of the
Executive's employment Without Cause or as a result of his death or disability
which, in any such event, occurs after March 31 in any calendar year, but prior
to December 31, then Executive or Executive's representative or estate, as the
case may be, shall be paid the amount (the "Applicable Bonus Amount") as
provided for in Section 4.1,4.2 or 4.4 of the Agreement. The Applicable Bonus
Amount shall be calculated to the date of such termination by reference to the
agreed Bonus Amount determined pursuant to Paragraph 1 above and completing the
following calculation: First, determining the percentage of achievement of the
Bonus achievement criteria (which will be stated in terms of calendar quarter
increments to be achieved) on an aggregate quarter annual basis covering only
completed quarter annual periods as of the date of termination and identify the
Applicable Bonus Amount as if the achievement had occurred for the entire
calendar year; second, multiplying said amount by a fraction, the denominator of
which is 365 and the numerator of which is the number of actual days elapsed in
the year prior to the date of termination; provided, however, that in the event
of termination under Section 4.2, the numerator will be the actual number of
working days during such year that Executive worked and performed the services
required under this Agreement and the denominator will be the full number of
working days in such year. So, for example, if Executive is terminated Without
Cause on July IS, 1997, then the percentage of achievement of the Bonus
achievement criteria will be determined by looking only at the first two
completed calendar quarters of 1997. If, therefore, the aggregate achievement of
the Annual Budget for Fox Sports Net for the first two quarters is 92% of the
portion of the Annual Budget of Fox Sports Net applicable to the first two
quarters, then the Applicable Bonus Amount under subparagraph 1 (b) above will
be $8,095.89 ($15,000 multiplied by a fraction of 197/365 (i.e., 197 days
elapsed)).
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