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Exhibit 10.24
ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement"), effective as of June
23, 1997 ("Effective Date"), between Poland Communications, Inc. ("PCI"), a New
York corporation with offices at c/o Chase Enterprises, Xxx Xxxxxxxxxx Xxxxx,
Xxxxxxxx, Xxxxxxxxxxx 00000 and @Entertainment, Inc. ("Entertainment"), a
Delaware corporation with offices at c/o Chase Enterprises, Xxx Xxxxxxxxxx
Xxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000.
WHEREAS, PCI and _________________ ("Employee") are parties to that
certain Executive Employment Agreement (the "Employment Agreement") effective as
of _________________ ("Option Agreement");
WHEREAS, effective June 22, 1997, PCI, as part of a
reorganization of its corporate structure, became a subsidiary of
Entertainment through a contribution of shares from shareholders of PCI;
WHEREAS, in connection therewith, Entertainment will assume
certain duties formerly performed by PCI, including the employment of
certain employees of PCI, including Employee;
WHEREAS, the Option Agreement provides for adjustment/substitution of
shares subject to the option in the event of certain reorganizations;
WHEREAS, Entertainment has adopted the @Entertainment 1997 Stock Option
Plan (the "Option Plan");
NOW THEREFORE, for the consideration of One Dollar ($1.00), and
for other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows;
1. PCI hereby assigns to Entertainment all of its right, title and interest as
employer, (defined as "the Company") in the Employment Agreement and Option
Agreement.
2. Entertainment hereby assumes and agrees to perform all the obligations and
responsibilities of PCI as the employer under the employment Agreement and
Option Agreement and Agrees to be bound by all the provisions of the
employment Agreement and Option Agreement. Employee shall become and be
considered an employee of Entertainment.
3. Entertainment hereby agrees that Employee's option to purchase common stock
of PCI, constitutes, pursuant to the terms of the Option Agreement and this
Agreement, an option to purchase _________________ shares of Common Stock of
Entertainment at $ _________________ per share. Any incremental rights to
exercise the option shall be adjusted accordingly. Such option to purchase
common stock of Entertainment is issued in connection with, and is subject to
the terms and conditions of, the Option Plan and the Option Agreement;
however, in the event of a conflict, the terms of the Option Agreement shall
control.
4. Entertainment indemnifies and agrees to hold PCI harmless from and against
any and all claims made, suits commenced or judgments entered arising out of
or in connection with the Employment Agreement, Option Agreement and its
employment of Employee.
5. This Agreement is binding upon PCI, Entertainment and Employee, and their
respective heirs, successors, executors, administrators, personal
representatives and assigns.
