EXHIBIT 10.9
EMPLOYMENT CONTRACT
This is a contract between SABAN ENTERTAINMENT, INC. ("we", "us", and "our"),
and XXXX XXXXXX ("you" and "your"). You and we have entered into this contract
as of April 1, 1997.
This contract supercedes and replaces all other prior oral and written
employment agreements between you and us, including that fully-executed
Employment Contract entered into as of March 13, 1997, excepting only the Mutual
Agreement to Arbitrate between you and us, which will remain in full force and
effect.
We agree to continue to employ you, and you accept such continued employment
with us, on the following terms and conditions:
1. EMPLOYMENT PERIOD. Your employment pursuant to the terms of this contract
will begin on April 1, 1997, and will continue for a period of three (3) years
through March 31, 2000 ("Term"). The actual period of time that you remain in
our employ pursuant to this contract is the "Employment Period". Your continued
employment with us, if you remain in our employ after expiration of the Term
will be on an "at-will" basis and will otherwise be in accordance with the
provisions of our then-existing policies applicable to other comparable
executives we employ on an at-will basis.
2. TITLE; DUTIES; RESPONSIBILITIES; REPORTING
a. TITLE. We are employing you, and you agree to serve, as Senior Vice
President of Finance, or in any other similar capacity or capacities that we
designate during the Employment Period.
b. DUTIES. Your duties will be those customarily performed by others
similarly employed in the entertainment industry. We may modify, add to, or
subtract from your duties at any time, subject only to the terms of this
contract. You agree to make business trips at our request both within and
outside the United States.
c. FULL TIME EMPLOYMENT. Your employment with us is full time and,
therefore, during the Employment Period you will not engage in any other
business or employment.
d. RESPONSIBILITIES. You will always use your best efforts to further our
business objectives and protect our business interests. You will follow our
policies, orders, and directives. As with all companies, we reserve the
right to change our policies from time to time to reflect different
business, financial, and legal conditions.
e. APPOINTMENT AS DIRECTOR OR OFFICER. If you are elected a member of the
Board of Directors or appointed as a corporate officer or Saban
Entertainment, Inc., our parent, or any of our affiliates, you agree to
serve in such capacity or capacities without additional compensation.
f. REPORTING. You will report to the person or persons we designate from
time to time. Only our Chief Executive Officer or Chief Operating Officer
may designate the person or persons to whom you report.
3. SALARY AND OTHER COMPENSATION
a. SALARY
(1) During the first year of the Term, we will pay you a gross annual
salary of $215,000.
(2) During the second year of the Term, we will pay you a gross annual
salary of $225,000.
(3) During the third year of the Term we will pay you a gross annual
salary of $235,000.
(4) Your salary (i) will be paid in equal, pro-rated installments
every other week on our regular company-wide payday, (ii) will be
subject to all withholdings and deductions, such as social security,
Medicare, and state disability insurance, that are required by law or
which you ask us to make, and (iii) is exclusive of employment benefits
and discretionary bonuses, if any.
b. BENEFIT PLANS. You will be entitled to participate in all employee
benefit plans we offer to comparable executives that we employ. These
benefits will be available in accordance with our customary policies and are
subject to change at any time in our sole discretion. To the extent that we
or our parent establish any stock option plan which covers our executives
generally, you will be entitled to participate in such plan pursuant to the
terms thereof. You will be entitled to reasonable periods of paid vacation
during the Employment Period, the length and timing of which will be subject
to your direct supervisor's prior written approval in each instance.
4. EXPENSES; TRAVEL. We will reimburse you for travel and other out-of-pocket
expenses that you reasonably or necessarily incur during the Employment Period
to perform your duties hereunder, in accordance with our Travel and
Entertainment Expense Policy.
5. TERMINATION
a. TERMINATION FOR CAUSE. We expect all of our employees to be honest and
conduct their personal and professional affairs lawfully. Therefore, we may
terminate the Employment Period at any time, effectively immediately upon
notice to you, if you:
(1) are convicted of, plead guilty to, or enter a "no plea" (nolo
contendere) to any felony;
(2) embezzle funds or assets from us or any of our subsidiaries,
affiliates, or related companies;
(3) become physically or mentally disabled and have used all disability
benefits available to you pursuant to state and federal family and
medical leave laws and are either unable to reasonably and effectively
carry out your duties (i) with reasonable accommodations that we
provide, or (ii) because the accommodations we would have to provide
would cause us undue hardship; or,
(4) fail or refuse to perform your reasonable and customary duties
hereunder, fail
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to comply with any lawful order or directive of your superiors, or
violate any of our policies (such as our non-harassment policy and
Conflict of Interest Statement) which if violated would expose us to
civil and/or criminal liability; or,
(5) materially breach any of the promises, covenants, obligations,
representations, or warranties made by or imposed you upon as set forth
in this Agreement.
b. TERMINATION UPON DEATH. The Employment Period will terminate
automatically upon your death, and we will pay your estate all earned and
accrued but previously unpaid salary through the date of termination of the
Employment Period.
6. YOUR REPRESENTATIONS AND WARRANTIES. You represent and warrant to us as
follows:
a. AUTHORITY. You have the right, power, and authority to enter into and
perform this contract. You are under no legal or other disability which
would make this contract void or voidable.
b. NO PENDING LITIGATION. You are not presently being sued, nor has any
judgment been entered against you, nor have you received any threats of any
lawsuits against you which would materially and adversely affect your
ability to perform your duties pursuant to this contract.
c. NO PROMISES NOT CONTAINED IN THIS CONTRACT. No person acting or
purporting to act on our behalf has made any promise to you that is not
contained in this contract nor induced you to enter into this contract by
making any promise to you that is not contained in this contract.
d. BINDING CONTRACT. You have personally read, understood, agreed to, and
signed, and delivered to us this contract. You are not breaching any other
agreement to which you a party by signing and delivering to us this
contract. No other contract to which you are a party is inconsistent with
the terms of this agreement.
e. INDEPENDENT COUNSEL. You have had an opportunity to consult with legal
counsel with respect to the negotiations, drafting, and execution of this
contract. You acknowledge that you have had ample opportunity to have this
contract reviewed by legal counsel of your choice, that you fully understand
the legal significance of your representation that you have had the
opportunity to consult with legal counsel.
7. NON-COMPETITION. Because your employment is full time, you agree that you
will not at any time during the Employment Period engage or participate,
directly or indirectly, in any business, or organize any business or venture,
which is competitive with or substantially similar to the business of Saban
Entertainment, Inc., or any of its subsidiary or affiliated companies, by
becoming an owner, officer, director, shareholder, partner, associate, employer,
or agent with respect to any such business or venture. The foregoing does not
prohibit your ownership of less than one percent (1%) of the outstanding common
stock of any company whose shares are publicly traded.
8. CONFIDENTIALITY. You acknowledge that our business arrangements, methods,
and procedures, projects in development or production, and other information
about us are
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not generally known to the public. You agree that you will not at any time
during the Employment Period and for five (5) years thereafter, disclose to any
third party or use for any purpose outside the scope of your employment
hereunder any information which you obtain as a result of your status as our
employee, unless (i) authorized to make such disclosure or use by an authorized
corporate officer of Saban Entertainment, Inc., (ii) we have publicly disclosed
the information, or (iii) the information is generally known by the public
through sources other than you. At the termination of the Employment Period or
whenever demanded by a corporate officer of Saban Entertainment, Inc., you will
return all information (in whatever form, including without limitation
documents, sound and audiovisual recordings, and computer diskettes) belonging
to us or containing information, belonging to us, and you will not retain any
copies of such information.
9. NO SOLICITATION OF OUR EMPLOYEES. You will not at any time during the
Employment Period and for one (1) year thereafter, yourself or through any
intermediary or third party, solicit or induce, or attempt to solicit or induce,
any of our employees to leave our employ or render services to any third party.
10. INJUNCTIVE RELIEF. You acknowledge that your breach or threatened breach of
any of the provisions set forth in paragraphs 7, 8, and 9 hereof will cause
substantial and irreparable damage to us and that the amount and character of
such damage will be difficult to ascertain. Therefore, to prevent any such
breach or threatened breach, and in addition to any other remedies to which we
would be entitled at law or in equity, you agree that we will be entitled to
immediate, temporary, preliminary, and permanent injunctive relief through
appropriate legal actions in any court with jurisdiction, without proof of
actual damages that we have incurred or may incur. You expressly agree that we
will not be required to post any bond or other security as a condition to
obtaining any injunctive relief pursuant to this paragraph 10 and you expressly
waive any right to the contrary.
11. EMPLOYEE HANDBOOK AND POLICIES. You acknowledge receipt of our employee
handbook ("Handbook") and that your employment is conditioned on your review and
adherence to the policies and requirements set forth in the Handbook. If there
is a conflict between a term set forth in this contract and a provision of the
Handbook, this contract will control. We may change any of our policies at any
time, in our sole discretion, by giving you written notice thereof.
12. NOTICES. Notices that we give to you hereunder, and notices that you give
to us hereunder, will be given at the addresses set forth below. You and we each
may change your and our respective address for purposes of notice by giving
notice thereof.
a. ADDRESS FOR NOTICE TO YOU
b. ADDRESS FOR NOTICE TO US
Saban Entertainment, Inc.
Saban Plaza
00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Telephone: (000) 000-0000; facsimile: (000) 000-0000
Attention: General Counsel
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A notice is deemed given hereunder when (i) personally given to the intended
recipient, (ii) if mailed, 48 hours after deposit with the U.S. Postal Service,
postage prepaid, from within the metropolitan Los Angeles area, (iii) if mailed,
72 hours after deposit with the U.S. Postal Service, by certified mail, postage
prepaid, from outside the metropolitan Los Angeles area but within the United
States, (iv) if mailed, when received by the intended recipient if sent from
outside the United States, and (v) if sent by facsimile, one business day after
the recipient's receipt of a clearly readable transmission.
13. RELATIONSHIP OF PARTIES; RESULTS AND PROCEEDS; NAME AND LIKENESS. You
acknowledge that the relationship between you and us is exclusively that of
employer and employee and that our obligations to your are exclusively
contractual in nature. We will be the sole owner of all the results and proceeds
of your services hereunder, including, but not limited to, all ideas, concepts,
formats, suggestions, developments, arrangements, designs, packages, programs,
promotions, and other intellectual properties which you may create within the
scope of your employment hereunder, free and dear of any claims by you (or
anyone claiming under you) or any kind or character whatsoever (other than your
right to your salary hereunder). We will have the right to use your name,
biography, and likeness in connection with our business, including advertising
our products and services, and may grant this right to others, but not for use
as a direct endorsement.
14. AMENDMENT; WAIVER. This contract may be amended, supplemented, modified, or
rescinded only through an express written instrument signed both by you and by
our Chief Operating Officer, Chief Executive Officer, or General Counsel. You
and we each may specifically and expressly waive in writing any portion of this
contract or any breach hereof, but no such waiver will be a further or
continuing waiver of any proceeding or succeeding breach of the same or any
other provision. You may not assign any obligation or right hereunder. The
consent by either you or us to any act for which such consent was required will
not be deemed to imply consent, or a waiver of the necessity of obtaining such
consent, for the same or similar acts in the future.
15. SEVERABILITY. Each provision of this contract is intended to be severable
and if any term or provision hereof is determined invalid or unenforceable for
any reason, such unenforceability or invalidity will not effect the
enforceability or validity of the remainder of this contract.
16. COUNTERPARTS. This contract may be executed in any number of counterparts,
each of which will be deemed to be an original, but all of which together will
constitute one and the same instrument.
17. INTERPRETATION. The language and all parts of this contract will in all
cases be construed simply according to its fair meaning and not strictly for or
against any party. Wherever the context requires, all words used in the singular
will be construed to have been used in the plural and vice versa, and each
gender will include the other gender. The captions of the sections of this
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contract are for convenience only and will not effect the construction or
interpretation of any of the provisions herein. This contract will be governed
by the laws of the State of California applicable to agreements executed and
fully performed in California, regardless of where actually executed or
performed.
18. ENTIRE AGREEMENT. This Agreement contains the entire and complete
understanding between the parties concerning this subject matter and all
representations, agreements, arrangements or understandings between or among the
parties, whether oral or written have been fully and completely merged herein
and are superseded hereby.
19. SUCCESSORS. This contract will be binding upon and inure to the benefit of
both you and us and your and our respective heirs, legacies, legal
representatives, personal representatives, successors, and permitted assigns.
IN WITNESS HEREOF, you and we have entered into this contract as of the date set
forth above.
SABAN ENTERTAINMENT, INC.
/s/ Xxxx Xxxxxx By /s/ Xxx Xxxxx
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XXXX XXXXXX Its
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