EXHIBIT 10.42.6
As of August 28, 2002
ACTV, Inc.
Attn: Day X. Xxxxxxxxx, Esq.
General Counsel
000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: Limited Waiver of Certain Employment Agreement Provisions
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Gentlemen,
Reference is made to that certain Employment Agreement dated as of August 1,
1995 (as modified effective January 18, 2001, as set forth in Section 15
thereof, and as otherwise heretofore amended) (the "Agreement") between ACTV,
Inc. ("ACTV") and the under-signed, and specifically to Section 4(b)(ii)
thereof.
For adequate consideration, the receipt and sufficiency of which are hereby
acknow-ledged and confirmed by the undersigned, this letter shall serve as my
irrevocable and unconditional agreement with ACTV that upon the date of any
merger of ACTV with or into Liberty Media Corporation ("LMC") or any LMC
subsidiary or affiliate, I do hereby waive (and, upon the date of any such
merger, I shall thereupon be deemed to have waived, without any further action
by me or any notice to or from me) the special compensation payment provided for
in Section 4(b)(ii) of the Agreement insofar and only insofar as such special
compensation payment would otherwise be payable to me with respect to the
exercise of any stock option(s) theretofore issued to me having an exercise
price of $2.50 or more. Accordingly, from and after the date of any such merger,
ACTV shall not have any obligation under Section 4(b)(ii) of the Agreement to
make any special compensation payment to me for, or otherwise to fund, the
exercise of any stock option(s) theretofore issued to me having an exercise
price of $2.50 or more.
In the event that no merger of ACTV with or into Liberty Media Corporation
("LMC") or any LMC subsidiary or affiliate shall occur prior to December 31,
2003, then this instru-ment shall expire and cease to be of any further force or
effect from and after January 1, 2004.
This agreement and waiver shall be deemed governed by the laws of the State of
New York, without reference to such State's laws governing conflicts of laws.
Sincerely yours,
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx,
Executive Vice President
