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EXHIBIT 10.25
EMPLOYMENT AGREEMENT
Agreement, made this 15th day of June, 2000, between Crown Media
Holdings, Inc., a Delaware corporation with offices at 00000 Xxxxxxx Xxxxxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000 or its permits assigns ("Employer") and Xxxxx
Xxxxx ("Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee and
Employee desires to be employed by Employer upon the terms and conditions set
forth:
NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto agree as follows:
1. Employment and Duties.
(1) Effective June 19, 2000 (the "Effective Date"), Employer hereby
employs Employee and Employee hereby agrees to serve as Executive Vice
President, Worldwide Production and Original Programming reporting directly to
the Chief Executive Officer of Employer. Employee agrees to perform such
services as are consistent with Employee's position. Employee shall use his best
efforts to promote the interests of Employer and shall devote his full business
time, energy and skill exclusively to the business and affairs of Employer
during the "Term" (as "Term" is defined in Paragraph 2 below).
(2) Employee's primary duties shall be to oversee and coordinate the
strategic planning, development and production of original properties,
programming and projects for Employer owned, controlled or affiliated networks
worldwide.
(3) During the course of Employee's employment hereunder, Employer may
be incorporating subsidiary production companies for the development of specific
programming, properties or projects. Employer shall have the right to loan or
make Employee available, without additional compensation to Employee, to perform
services for any programming, property or project owned or controlled by
Employer, any such subsidiary or Hallmark Entertainment, Inc., provided, that
his duties for any such entity or projects shall be consistent with his duties
hereunder. Employee further agrees that all the terms of this Employment
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Agreement shall be applicable to Employee's services for Hallmark, each such
subsidiary or Hallmark Entertainment, Inc.
(4) As a condition to Employer being bound hereunder, Employee shall
pass a drug test to Employer's satisfaction, by a testing service chosen by
Employer.
2. Term of Employment. The term of Employee's employment ("Term") with
Employer shall commence on the Effective Date and shall end on June 19, 2003
unless terminated earlier as is provided in Paragraph 8 of this Agreement or
extended by mutual agreement of the parties.
3. Compensation.
(1) Salary. As compensation for Employee's services hereunder, Employer
shall pay to Employee a salary at the rate of $325,000 per year during the first
year of the Term, $375,000 per year during the second year of the Term and
$425,000 during each of the third year of the Term. Such salary shall be paid
biweekly, in arrears.
(2) Bonuses. At the end of each calendar year, during the Term,
Employee will be paid such bonus as Employer in its discretion determines,
provided that Employer shall pay Employee an annual bonus of no less than 20% of
his then annual salary rate for such year (pro rated for partial years). Bonus
payments shall be made no later than 30 days after end of calendar year end.
(3) Withholding. All payments of salary shall be made in appropriate
installments to conform with the regular payroll dates for salaried personnel of
Employer. Employer shall be entitled to deduct from each payment of compensation
to Employee such items as federal, state and local income taxes, FICA,
unemployment insurance and disability contributions, and such other deductions
as may be required by law.
(4) Expenses. During the Term, Employer shall pay or reimburse Employee
on an accountable basis for all reasonable and necessary out-of-pocket expenses
for entertainment, travel (including first class commercial air travel, or if
first class air travel is not available, on a best available commercial basis),
meals, hotel accommodations and other expenditures incurred by Employee in
connection with Employee's services to Employer in accordance with Employer's
expense account policies for its executive personnel or with the approval of the
Chief Executive Officer of Employer.
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(5) Fringe Benefits. During the Term, Employee shall be entitled to
receive the following fringe benefits: (i) an allowance of $950.00 per month for
an automobile, (ii) group medical, dental, life and disability insurance as per
Employer policy, and (iii) any other fringe benefits, including paid vacation,
on terms that are or may become available generally to comparable executives of
Employer. Employee's level of participation in any Employer plan will be subject
to Employer's discretion, but at a level consistent with other comparable
executives of Employer.
(6) Stock Options. Employer will be granted, effective on the Effective
Date, options to purchase 75,000 shares of Employer's common stock pursuant to
Employer's stock option plan (the "Plan"). Such options shall vest in four equal
annual installments commencing on the first anniversary of the Effective Date of
this Agreement and annually thereafter, and shall be subject to the terms of the
Plan and the stock option agreement to be entered into in connection therewith.
The Option Price of such options shall be the Fair Market Value (as defined in
the Plan) of the shares which are subject to the options on the Effective Date.
Additional stock options may be granted in the sole discretion of the Board of
Directors of Employer.
4. Place of Employment; Personal Assistant. During the Term, Employee
shall be required to perform Employee's duties at the principal office of
Employer set forth above, or at such other principal location in the Los Angeles
metropolitan area (or such other location as may be mutually agreeable to
Employer and Employee), and Employee shall undertake all reasonable travel
required by Employer in connection with the performance of Employee's duties
hereunder. Employer will provide Employee with a personal assistant.
5. Confidentiality, Intellectual Property; name and Likeness.
(1) Employee agrees that Employee will not during the Term or
thereafter divulge to anyone (other than Employer (and its executives,
representatives and employees who need to know such information) or any persons
designated by Employer) any knowledge or information of any type whatsoever
designated or treated as confidential by Employer relating to the business of
Employer or any of its subsidiaries or affiliates, including, without
limitation, all types of trade secrets, business strategies, marketing and
distribution plans as well as concrete proposals, plans, scripts, treatments and
formats described in subparagraph (b) below. Employee further agrees that
Employee will not disclose, publish or make use of any such knowledge or
information of a confidential nature (other than in the performance of
Employee's duties hereunder) without the
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prior written consent of Employer. This provision does not apply to information
which becomes available publicly without the fault of Employee or information
which Employee discloses in confidence to his own privileged representatives or
is required to disclose in legal proceedings, provided Employee gives advance
notice to the Chief Executive Officer of Employer and an opportunity to Employer
to resist such disclosure in legal proceedings.
(2) During the Term, Employee will disclose to Employer all concrete
proposals, plans, scripts, treatments, and formats invented or developed by
Employee during the Term which relate directly or indirectly to the business of
Employer or any of its subsidiaries or affiliates including, without limitation,
any proposals and plans which may be copyrightable, trademarkable, patentable or
otherwise exploitable. Employee agrees that all such proposals, plans, scripts,
treatments, and formats are and will be the property of Employer. Employee
further agrees, at Employer's request, to do whatever is necessary or desirable
to secure for the Employer the rights to said proposals, plans, scripts,
treatments, and formats, whether by copyright, trademark, patent or otherwise
and to assign, transfer and convey the rights thereto to Employer at Employer's
expense.
(3) Employer shall have the right in perpetuity to use Employee's name
reasonably in connection with credits for programming, properties and projects
for which Employee performs any services pursuant to this Agreement; provided
that the terms regarding use of Employee's name in connection herewith shall be
mutually agreed upon at the time such services are to be provided.
6. Employee's Representations. Employee represents and warrants that:
(1) Employee has the right to enter into this Agreement and is not
subject to any contract, commitment, agreement, arrangement or restriction of
any kind which would prevent Employee from performing Employee's duties and
obligations hereunder;
(2) To the best of Employee's knowledge. Employee is not subject to any
undisclosed medical condition which might have a material effect on Employee's
ability to perform satisfactorily Employee's services hereunder.
7. Non-Competition; No Raid.
(1) During the Term, Employee shall not engage directly or indirectly,
whether as an employee, independent contractor, consultant, partner, shareholder
or otherwise, in a business or
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other endeavor which materially interferes with any of his duties or obligations
hereunder of which is directly competitive with the business of the Employer or
its subsidiaries, including but not limited to the production. distribution or
any other exploitation of audiovisual television material (the "Other
Business").
(2) Employee further agrees that during the Term and for a period of
one year thereafter, Employee will not employ, or knowingly attempt to employ or
assist anyone else to employ, any person who is, at the date of termination of
Employee's employment, working as an officer, policymaker or in high-level
creative development or distribution (including without limitation executive
employees) for or rendering substantially full-time services as such to
Employer.
8. Termination.
(1) This Agreement may be terminated and the Term ended on five (5)
business days' written notice for any one of the following reasons (except (i)
in which case termination shall occur on the date of death):
(1) The death of Employee;
(2) The physical or mental disability of Employee to such an
extent that Employee is unable to render services to Employer for a period
exceeding an aggregate of thirty (30) business days during any twelve month
period of the Term. For purposes of counting the aggregate of thirty (30)
business days, days properly designated by Employee as vacation days shall not
be counted;
(3) For "cause," which for purposes of this Agreement shall be
defined as:
(A) the use of drugs and/or alcohol which interfere
materially with Employee's performance of Employee's services under this
Agreement;
(B) Employee's conviction of any act which
constitutes a felony under federal, state or local laws or the law of any
foreign country;
(C) Employee's persistent failure after written
notice to perform, or Employee's persistent refusal to perform after written
notice, any of Employee's duties and responsibilities pursuant to this
Agreement; or
(D) Employee's dishonesty in non-trivial financial
dealings with or on behalf of Employer, its subsidiaries, affiliates and parent
corporation or in connection with performance of his duties hereunder.
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(2) Employer shall also have the right to terminate Employee prior to
the expiration of the Term in addition to pursuant to Paragraph 8(a) above by
providing Employee with not less than thirty (30) days' advance notice in
writing. In the event of a termination pursuant to this Paragraph 8(b): (i) the
Employer shall pay to the Employee, commencing thirty (30) days after such
notice of termination, the remaining amounts described in Paragraph 3(a) above
for the balance of the Term at such time or times such payments would otherwise
be due. Employer shall have no further obligations to Employee hereunder. If
Employer terminates Employee under this Paragraph 8(b), Paragraph 7(a) shall not
apply from the date of termination.
(3) In the event that Employer terminates this Agreement due to any of
the reasons set forth in Paragraphs 8(a)(i), 8(a)(ii) or 8(a)(iii)(A-D) above,
Employee shall be paid Employee's salary through the later of the expiration of
the five (5) business days period referred to in Paragraph 8(a) or the end of
the month in which the termination event occurs, after which Employer's
obligation to pay salary to Employee shall terminate. After making the payments
provided for in this sub-paragraph (c), Employer shall have no further
obligations to Employee pursuant to this Agreement.
(4) Upon termination of this Agreement, Employee shall promptly return
all of Employer's property to Employer.
(5) Upon termination of Employee's employment for any reason, Employee
shall tender Employee's resignation from the Board of Directors of any of
Employer's subsidiaries or affiliates on which Employee is serving, and Employer
shall accept such resignation forthwith.
9. Breach; Remedies. Both parties recognize that the services to be
rendered under this Agreement by Employee are special, unique and extraordinary
in character, and that in the event of the breach by Employee of the terms and
conditions of this Agreement, Employer shall be entitled, inter alia, if it so
elects, to institute and prosecute proceedings in any court of competent
jurisdiction, either in law or in equity, to obtain damages for any breach of
this Agreement, and to seek to enforce the specific performance thereof by
Employee, and/or to seek to enjoin Employee from performing services for any
other person, firm or corporation. The parties further stipulate that the law of
California shall apply to any dispute of action regarding this Agreement.
10. Assignment. This Agreement is a personal contract and, except as
specifically set forth herein, the rights, interests and obligations of Employee
herein may not be sold, transferred,
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assigned, pledged or hypothecated, although he may assign or use as security
payments due hereunder from Employer. The rights and obligations of Employer
hereunder shall bind in their entirety the successors and assigns of Employer,
although Employer shall remain fully liable hereunder. As used in this
Agreement, the term "successor" shall include any person. firm, corporation or
other business entity which at the time, whether by merger, purchase or
otherwise, acquires all or substantially all of the assets or business of
Employer.
11. Amendment; Captions. This Agreement contains the entire agreement
between the parties. It may not be changed orally, but only by agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought. Paragraph headings are for convenience of
reference only and shall not be considered a part of this Agreement. If any
clause in this Agreement is found to be unenforceable, illegal or contrary to
public policy, the parties agree that this Agreement shall remain in full force
and effect except for such clause.
12. Prior Agreements. This Agreement supersedes and terminates all
prior agreements between the parties relating to the subject matter herein
addressed, and sets out the full agreement between the parties concerning its
subject matter.
13. Notices. Any notices or other communications required or permitted
hereunder shall be in writing and shall be deemed effective when delivered in
person or. if mailed, by registered or certified mail, return receipt requested,
in which case the notice shall be deemed effective on the date of deposit in the
mails, postage prepaid, addressed to Employee at the address for Employee
appearing in Employer's records and, in the case of Employer, addressed to its
Chief Executive Officer at the address first written above. Either party may
change the address to which notices are to be addressed by notice in writing
given to the other in accordance with the terms hereof.
14. Periods of Time. Whenever in this Agreement there is a period of
time specified for the giving of notices or the taking of action, the period
shall be calculated excluding the day on which the giver sends notice and
excluding the day on which action to be taken is actually taken.
15. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, and all of which, taken
together, shall constitute one instrument.
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IN WITNESS WHEREOF, Employer has by its appropriate officer signed this
Agreement and Employee has signed this Agreement as of the day and year first
above written.
CROWN MEDIA HOLDINGS, INC.
By /s/ XXXXX XXXXX
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Xxxxx Xxxxx
President and CEO
Accepted and Agreed to:
/s/ XXXXX XXXXX
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Xxxxx Xxxxx
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