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EXHIBIT 10.19
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment"), dated as of
the 30th day of June, 1998, by and between SPELLING ENTERTAINMENT GROUP INC., a
Delaware corporation ("Employer"), and XXXXX XXXXXX ("Employee") is entered into
with reference to the following facts and circumstances:
WHEREAS, the parties hereto previously entered into that certain
Employment Agreement, dated as of January 6, 1997 (the "Agreement");
AND WHEREAS, the parties now desire to amend the Agreement in certain
respects, as set forth more fully hereinbelow;
NOW THEREFORE, Employer and Employee mutually agree to amend the
Agreement as follows:
1. Employment Term. The term of the Agreement shall be extended from
January 6, 2000 to September 20, 2000.
2. Base Salary. Employer shall pay Employee a Base Salary at an
annualized rate of Two Hundred Thousand Dollars ($200,000) from October 1, 1998
to September 30, 1999 and a Base Salary of Two Hundred Fifteen Thousand Dollars
($215,000) from October 1, 1999 to September 30, 2000.
3. Alternative Dispute Resolution
3.1 Binding Arbitration. Except for Employer's right to seek
equitable relief in accordance with the provisions of Sections 7, 9, and 12 of
this Agreement, the parties agree that all disputes, claims and other matters in
controversy arising out of or relating to this Agreement, or the performance or
breach thereof, shall be submitted to binding arbitration in accordance with the
provisions and procedures of this Section.
3.2 Arbitrator/Place of Arbitration. The arbitration provided for
in this Section shall take place in Los Angeles, California. The arbitration
will be held under the auspices of either the American Arbitration Association
("AAA") or Judicial Arbitration & Mediation Services, Inc. ("JoAoMoS"), with the
designation of the sponsoring organization to be made by the party who did not
initiate the claim.
Employer and Employee agree that, except as provided in this
Agreement, the arbitration shall be in accordance with the AAA's then-current
Model Employment Arbitration Procedures (if AAA is designated) or the
then-current J-A-M-S Employment Arbitration Rules (if J-A-M-S is designated).
The arbitrator shall be either a retired judge, or an attorney licensed to
practice law in the state in which the arbitration is convened ("the
Arbitrator").
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The Arbitrator shall be selected as follows. The sponsoring
organization shall give each party a list of 11 arbitrators drawn from its panel
of employment dispute arbitrators. Each party may strike all names on the list
it deems unacceptable. If only one common name remains on the lists of all
parties, that individual shall be designated as the Arbitrator. If more than one
common name remains on the lists of all parties, the parties shall strike names
alternately from the list of common names until only one remains. The party who
did not initiate the claim shall strike first. If no common name exists on the
lists of all parties, the sponsoring organization shall furnish an additional
list and the process shall be repeated. If no arbitrator has been selected after
two lists have been distributed, then the parties shall strike alternately from
a third list, with the party initiating the claim striking first, until only one
name remains. That person shall be designated as the Arbitrator.
The Arbitrator shall apply the substantive law (and the law of
remedies, if applicable) of the State of California, or federal law, or both, as
applicable to the claim(s) asserted. The Arbitrator is without jurisdiction to
apply any different substantive law, or law of remedies. The Federal Rules of
Evidence shall apply. Except as otherwise provided in this Agreement, the
Arbitrator, and not any federal, state, or local court or agency, shall have
exclusive authority to resolve any dispute relating to the interpretation,
applicability, enforceability or formation of this Agreement, including but not
limited to any claim that all or any part of this Agreement is void or voidable.
The Arbitrator shall have the authority to entertain a motion to dismiss and/or
a motion for summary judgment by any party and shall apply the standards
governing such motions under the Federal Rules of Civil Procedure. The
arbitration shall be final and binding upon the parties.
3.3 Arbitration Procedures
(a) Time and Place for Hearing. The parties shall mutually agree
upon the date and location of the arbitration, subject to the availability of
the Arbitrator. If no agreement can be reached as to the date and location of
the arbitration, the Arbitrator shall appoint a time and place, except that the
Arbitrator shall give not less than 30 days notice of the hearing unless the
parties mutually agree to shorten time for notice.
(b) Discovery. Each party shall have the right to take the
deposition of one individual and any expert witness designated by another party.
Each party also shall have the right to make requests for production of
documents to any party. The subpoena right specified below shall be applicable
to discovery pursuant to this paragraph. Additional discovery may be had only
where the arbitrator selected pursuant to this Agreement so orders, upon a
showing of substantial need. At least 30 days before the arbitration, the
parties must exchange lists of witnesses, including any expert, and copies of
all exhibits intended to be used at the arbitration. Each party shall have the
right to subpoena witnesses and documents for the arbitration.
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(c) Arbitration Fees and Costs. Employer and Employee shall
equally share the fees and costs of the Arbitrator. Each party will deposit
funds or post other appropriate security for its share of the Arbitrator's fee,
in an amount and manner determined by the Arbitrator, 10 days before the first
day of hearing. Each party shall pay for its own costs and attorneys' fees, if
any. However, if any party prevails on a statutory claim which affords the
prevailing party attorneys' fees, or if there is a written agreement providing
for fees, the Arbitrator may award reasonable fees to the prevailing party.
(d) Award Final. The decision of the Arbitrator may be enforced
in any court of competent jurisdiction and shall not be appealable for any
reason.
4. Continuing Effect. Except as amended by this Amendment, the Agreement
shall not be amended in any respect whatsoever and shall continue in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
SPELLING ENTERTAINMENT INC.
By: /s/ XXXXX X. XXXXXXX
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Its: President
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XXXXX XXXXXX
/s/ XXXXX XXXXXX
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