Exhibit 10.9
AMENDMENT TO EMPLOYMENT AGREEMENT
THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into
by and between Gemstar-TV Guide International, Inc., a Delaware corporation
("XXXX"), Gemstar Development Corporation, a California corporation ("Company"),
and Xxxxx Xxxxx ("Employee").
BACKGROUND
X. XXXX, Company and Employee entered into an Amended and Restated
Employment Agreement as of March 31, 1998 (the "Employment Agreement").
X. XXXX has proposed a merger with TV Guide, Inc. (the "Merger").
X. XXXX and Company desire to amend the Employment Agreement as set forth
below, subject to the closing of the Merger, to help ensure that Company will
have the continued dedication of Employee and the availability of her advice and
counsel notwithstanding the occurrence of the Merger, and to induce Employee to
remain in the employ of the Company following the Merger. Employee desires that
the Employment Agreement be so amended.
NOW, THEREFORE, in consideration of the mutual promises and covenants made
herein and the mutual benefits to be derived herefrom, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. EXTENSION OF INITIAL TERM. Subject to the closing of the merger, the
"Initial Term" set forth in Section 1(a) of the Employment Agreement shall end
on September 30, 2005.
2. WAIVER OF RENEWAL. Subject to the closing of the merger, Employee
waives in full the "Renewal" provisions set forth in Section 1(b) of the
Employment Agreement and such section shall be deleted from the Employment
Agreement in its entirety.
3. CHANGE OF CONTROL. Subject to the closing of the merger and assuming
that XXXX does not waive the condition to closing contained in Section 6.2(d) of
the Merger Agreement, Employee agrees that the consummation of the transactions
contemplated by the Merger Agreement (and the exhibits and schedules thereto)
will not result in a "Change of Control" as such term is defined in the
Employment Agreement and Employee agrees not to allege such "Change of Control"
as a result of such transactions.
4. GOVERNING LAW; ARBITRATION. This Amendment shall be governed by, and
construed and enforced in accordance with, the laws of the State of California
without giving effect to conflicts of laws principles. Any controversy or claim
arising out of or relating to this Amendment, its enforcement or interpretation,
or because of an alleged breach, default, or misrepresentation in connection
with any of its provisions, shall be submitted to arbitration in accordance with
Section 9(f) of the Employment Agreement.
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of
this 13th day of April, 2000.
EMPLOYEE GEMSTAR - TV GUIDE
INTERNATIONAL, INC
/s/ Xxxxx Xxxxx /s/ Xxxxx X. Xxxx
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Xxxxx Xxxxx By: Xxxxx X. Xxxx, President and CEO
GEMSTAR DEVELOPMENT
CORPORATION
/s/ Xxxxx X. Xxxx
------------------------------------
By: Xxxxx X. Xxxx, President and CEO
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