MODIFICATION AGREEMENT
MODIFICATION AGREEMENT (this "Modification"), dated as of September 10,
1997, between TELEMUNDO GROUP, INC., a Delaware corporation ("Telemundo") and
INTERSPAN COMMUNICATIONS, a California limited partnership ("Affiliate").
RECITALS
Telemundo and Affiliate are parties to that certain Network Affiliation
and Representation Agreement (the "Original Agreement"), dated as of August 31,
1993. Pursuant to the Original Agreement, Affiliate has the right to broadcast
certain Spanish-language programming transmitted by Telemundo.
Xxxxxx X. Xxxxxxxxx ("Xxxxxxxxx"), a principal of Affiliate, and
Telemundo entered into an Employment Agreement (the "Original Employment
Agreement"), dated as of March 9, 1995. In connection with the Original
Employment Agreement, Telemundo and Affiliate entered into an Agreement in
Principle (the "Agreement in Principle" and, together with the Original
Agreement, the "Existing Agreement"), dated as of April 7, 1995. The Agreement
in Principle modified the Original Agreement.
Concurrently with the execution of this Modification, Telemundo and
Xxxxxxxxx will enter into an Amended and Restated Employment Agreement (the
"Employment Agreement"). In connection with the Employment Agreement, Telemundo
and Affiliate desire to modify the Existing Agreement as set forth herein (as so
modified, the Existing Agreement is the "Affiliation Agreement").
AGREEMENT
In consideration of the foregoing recitals, the mutual
covenants contained herein and other valuable consideration, the parties agree
as follows:
1. EXTENSION OF TERM. The term of the Existing Agreement is hereby extended
through February 28, 2001, subject to the terms of the Affiliation Agreement.
2. AFFILIATION COMPENSATION. Telemundo shall pay to Affiliate compensation in
the amounts, and on the terms, set forth in Exhibit A hereto (the "Affiliation
Compensation"). The amount of the Affiliation Compensation shall increase
annually in accordance with the escalation schedule included in Exhibit A.
3. TERMINATION RIGHT. In the event that Xxxxxxxxx'x employment pursuant to the
Employment Agreement terminates for any reason, Affiliate shall have the right
(the "Termination Right") to terminate the Affiliation Agreement. Affiliate may
exercise the Termination Right at any time by giving written notice of such
exercise to Telemundo; PROVIDED, HOWEVER, that such notice must be given during
the 12-month period following the termination of
Xxxxxxxxx'x employment. The termination notice shall specify the effective date
of the Affiliation Agreement's termination, which date shall be no less than six
months after the date such notice is given. Upon the termination of the
Affiliation Agreement pursuant to the Termination Right, the parties' rights and
obligations under the Affiliation Agreement shall cease; PROVIDED, HOWEVER, that
such rights and obligations shall survive to the extent they arose (or relate
directly to events occurring) prior to the effective date of the Affiliation
Agreement's termination. In no event shall the term of the Affiliation Agreement
be extended as a result of the exercise of the Termination Right.
IN WITNESS WHEREOF, each of the undersigned has caused this
Modification to be duly executed on its behalf as of the date first set forth
herein.
TELEMUNDO GROUP, INC.
By: /s/ XXXXX X. XXXXXXX XX
-------------------------------------
Name: Xxxxx X. Xxxxxxx XX
Title: Chief Financial Officer & Treasurer
INTERSPAN COMMUNICATIONS
By: INTERSPAN COMMUNICATIONS CORPORATION
Its: General Partner
By: /s/ XXXXXX X. XXXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Pres. GP
EXHIBIT "A"
KFWD - Dallas
Renewal Terms
I. BASE COMPENSATION(1)
BASE
FISCAL YEAR COMPENSATION
9/1/97 - 8/31/98 $ 1,500,000
9/1/98 - 8/31/99 $ 1,612,500
9/1/99 - 8/31/2000 $ 1,733,438
9/1/2000-2/28/2001 $ 1,863,445(2)
(1) Represents annual base Affiliate Compensation to be paid in accordance
with Company's existing established practices.
(2) Represents Compensation for a full year. Affiliate entitled to pro rata
portion of the full fiscal year Compensation pursuant to number of
months Affiliate holds affiliation agreement with Company.
II. BONUS COMPENSATION(1)
BASE BONUS AMOUNT (2) INCREMENTAL BONUS (3)
(M-F 9:00A-10P, SAT-SUN 1P-10P) (M-F 9:00A-10P)
----------------------------------------------------- ----------------------
AUDIENCE SHARE (4) AUDIENCE SHARE (4)
FISCAL YEAR 35%-40% % INCREASE ABOVE 40% ABOVE 35%
Each Affiliate $ 42,750 N/A $ 57,750 $ 62,750
Contract Year
(1997 - 2001)
(1) If earned, Bonus Compensation (which consists of the Base
Bonus and the Incremental Bonus) shall be payable to Affiliate
twice yearly. Bonus Compensation shall be based upon
respective May and November sweeps performance as measured by
X.X. Xxxxxxx and published in a Nielsen "book." The bonus
amounts set forth in this Section II are the total attainable
bonus amounts for the Affiliate's annual performance.
Therefore, performance for each of the respective two Nielsen
sweep books will govern Affiliate's entitlement to earn for
each such sweep book 50% of the total available Bonus
Compensation.
(2) Base Bonus Amount is measured by two separate standards of
performance. Affiliate is entitled to earn only the highest
Base Bonus Amount, i.e., the amounts are not additive.
(3) If earned under applicable performance standards, the
Incremental Bonus shall be payable in addition to the Base
Bonus. The Incremental Bonus is independent of the Base Bonus
and can be earned whether or not a Base Bonus is earned.
(4) NHSI Household Audience share as measured by X.X. Xxxxxxx
Company, with audience share to be determined by measuring
Telemundo and Univision station performance in the market as
the total universe.
III. MINIMUM PERFORMANCE STANDARDS
None.
