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Exhibit 10.6
[INTERNATIONAL FAMILY ENTERTAINMENT LETTERHEAD]
June 1, 1997
X. Xxxxxxx Xxxxxx
0000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, Xx 00000
RE: AMENDMENT OF EMPLOYMENT AGREEMENT
Dear Xxxxx:
Reference is made to that certain Employment Agreement (the "Employment
Agreement"), dated as of January 1, 1995, by and between you and International
Family Entertainment, Inc. (the "Company"). In consideration of One Dollar
($1.00) and certain other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, you and the Company hereby agree
as follows:
A. Paragraph 6 a. of the Employment Agreement is hereby amended to read
in full as follows:
6. SEVERANCE -- PAYMENT UPON TERMINATION
a. EXPIRATION IF THE ORIGINAL TERM OF THIS AGREEMENT EXPIRES
AND IS NOT RENEWED BY IFE, THEN YOU SHALL RECEIVE AS
ADDITIONAL COMPENSATION A SEVERANCE PAYMENT EQUAL TO THE SUM
OF (i) YOUR THEN CURRENT BASE SALARY FOR TWENTY-FOUR (24)
MONTHS, AND (ii) THE PRIOR YEAR'S ANNUAL BONUS MULTIPLIED BY
TWO (2), WHICH SEVERANCE PAYMENT SHALL BE PAID TO YOU, LESS
ALL APPROPRIATE DEDUCTIONS AND WITHHOLDINGS, IN EQUAL,
BI-WEEKLY INSTALLMENTS OVER A TWENTY-FOUR (24) MONTH PERIOD
COMMENCING ON IFE'S NEXT REGULARLY SCHEDULED PAYDAY; PROVIDED,
HOWEVER, THAT NO SEVERANCE SHALL BE DUE IN THE EVENT IFE
OFFERS, AND YOU DECLINE, TO RENEW YOUR EMPLOYMENT UPON TERMS
AND CONDITIONS SUBSTANTIALLY SIMILAR TO THOSE CONTAINED IN
THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, AN ANNUAL BASE
SALARY GREATER THAN OR EQUAL TO THE SUM OF YOUR ANNUAL BASE
SALARY ON THE DAY PRIOR TO THE EXPIRATION OF THE ORIGINAL TERM
OF THIS AGREEMENT PLUS AN INCREASE TO REFLECT THE COST OF
LIVING (DETERMINED IN ACCORDANCE WITH THE FORMULA SET FORTH IN
PARAGRAPH 3 OF THIS AGREEMENT).
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X. Xxxxxxx Xxxxxx
March 27, 1997
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B. Paragraph 6 c. of the Employment Agreement is hereby amended to read
in full as follows:
c. TERMINATION BY COMPANY IFE SHALL HAVE THE RIGHT TO TERMINATE
THIS AGREEMENT AT ANY TIME, WITH OR WITHOUT CAUSE, UPON NINETY
(90) DAYS PRIOR WRITTEN NOTICE TO YOU. IF IFE TERMINATES THIS
AGREEMENT OTHER THAN FOR YOUR WILLFUL BREACH OF CONTRACT,
HABITUAL NEGLECT OF DUTIES, OR OTHER GROSS MISCONDUCT, YOU
SHALL RECEIVE AS ADDITIONAL COMPENSATION A SEVERANCE PAYMENT
EQUAL TO THE SUM OF (i) YOUR THEN CURRENT BASE SALARY FOR
TWENTY-FOUR (24) MONTHS, AND (ii) THE PRIOR YEAR'S ANNUAL
BONUS MULTIPLIED BY TWO (2), WHICH SEVERANCE PAYMENT SHALL BE
PAID TO YOU, LESS ALL APPROPRIATE DEDUCTIONS AND WITHHOLDINGS,
IN EQUAL, BI-WEEKLY INSTALLMENTS OVER A TWENTY-FOUR (24) MONTH
PERIOD COMMENCING ON IFE'S NEXT REGULARLY SCHEDULED PAYDAY. IF
IFE TERMINATES THIS AGREEMENT FOR YOUR WILLFUL BREACH OF
CONTRACT, HABITUAL NEGLECT OF DUTIES, OR OTHER GROSS
MISCONDUCT, NO SEVERANCE PAYMENT SHALL BE DUE. IN ADDITION TO
ANY SEVERANCE PAYMENT PAYABLE HEREUNDER, IN ANY EVENT OF
TERMINATION OR EXPIRATION OF THIS AGREEMENT, IFE SHALL PAY YOU
FOR ALL ACCRUED BUT UNUSED VACATION, WHICH AMOUNT SHALL BE
PAID TO YOU, LESS ALL APPROPRIATE DEDUCTIONS AND WITHHOLDINGS,
IN A SINGLE PAYMENT NOT MORE THAN THIRTY (30) DAYS FOLLOWING
THE EFFECTIVE DATE OF SUCH TERMINATION OR EXPIRATION.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE
CONTRARY, IN ANY EVENT OF TERMINATION OR EXPIRATION OF THIS
AGREEMENT, YOU AGREE THAT IFE MAY OFFSET FROM ANY SEVERANCE
PAYMENT OR PAYMENT FOR ACCRUED BUT UNUSED VACATION PAYABLE
HEREUNDER ANY SUMS OWED BY YOU TO IFE. YOU ACKNOWLEDGE AND
AGREE THAT IFE IS NOT REQUIRED TO ACTUALLY UTILIZE YOUR
SERVICES HEREUNDER, BUT THAT IFE'S SOLE OBLIGATION SHALL BE TO
PAY YOU THE COMPENSATION AND PROVIDE YOU THE BENEFITS SET
FORTH HEREIN, SUBJECT TO ALL THE TERMS AND CONDITIONS OF THIS
AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT IFE HAS NO
OBLIGATION TO RENEW THIS AGREEMENT OR TO CONTINUE YOUR
EMPLOYMENT AFTER THE EXPIRATION OF THIS AGREEMENT, SUBJECT TO
MAKING THE SEVERANCE PAYMENTS HEREIN SPECIFIED, AND YOU
EXPRESSLY ACKNOWLEDGE THAT NO PROMISES OR UNDERSTANDINGS TO
THE CONTRARY HAVE BEEN MADE OR REACHED.
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March 27, 1997
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C. Paragraph 6 d. of the Employment Agreement is hereby deleted in its
entirety.
D. Paragraph 11 of the Employment Agreement is hereby amended by the
addition of an additional subparagraph, to read as follows:
THE PAYMENTS AND BENEFITS PROVIDED TO YOU PURSUANT TO THIS AGREEMENT
SHALL CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY AGAINST IFE IN THE
EVENT OF ANY CLAIM YOU MAY HAVE ARISING OUT OF OR IN ANY WAY CONNECTED
WITH YOUR EMPLOYMENT BY IFE OR IFE'S TERMINATION THEREOF. YOU DO HEREBY
EXPRESSLY WAIVE ANY RIGHT YOU MAY HAVE TO SEEK PUNITIVE DAMAGES IN
CONNECTION WITH ANY SUCH CLAIM.
Please acknowledge your agreement to the foregoing provisions by
signing where indicated below. Except as specifically set forth herein, the
terms of the Employment Agreement shall remain in full force and effect.
INTERNATIONAL FAMILY
ENTERTAINMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx, President and
Chief Executive Officer
READ AND AGREED:
/s/ X. Xxxxxxx Xxxxxx
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X. Xxxxxxx Xxxxxx
