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EXHIBIT 10.27
EMPLOYMENT AGREEMENT
Agreement, made this 25th day of October, 2000, between Crown Media
Holdings, Inc., a Delaware corporation with offices at 00000 Xxxxxxx Xxxxxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx 00000 or its permits assigns ("Employer") and Xxxxxxx
Xxxxxxxx ("Employee").
WITNESSETH:
WHEREAS, Employer desires to retain the services of Employee and
Employee desires to be employed by Employer upon the terms and conditions set
forth:
NOW, THEREFORE, in consideration of the covenants herein contained, the
parties hereto agree as follows:
1. Employment and Duties.
(a) Effective October 25, 2000 (the "Effective Date"),
Employer hereby employs Employee and Employee hereby agrees to serve as Senior
Vice President, Business Affairs and General Counsel, reporting directly to the
President and CEO of Employer. Employee agrees to perform such services, as
requested by Employer, as are consistent with Employee's position. Employee
shall use Employee's best efforts to promote the interests of Employer and shall
devote Employee's full business time, energy and skill exclusively to the
business and affairs of Employer during the "Term" (as "Term" is defined in
Paragraph 2 below).
(b) During the course of Employee's employment hereunder,
Employer may create or utilize subsidiary companies for the production and
distribution of programming or to conduct the other activities and businesses of
Employer. Employer shall have the right, without additional compensation to
Employee, to loan or make Employee available to any subsidiary of Employer or
company in common ownership with Employer to perform services for any
programming, property or project owned or controlled by Employer or any such
entity, provided that Employee's services for any such entity shall be
consistent with Employee's duties hereunder. Employee further agrees that all
the terms of this Employment Agreement shall be applicable to Employee's
services for each such entity.
2. Term of Employment. The term of Employee's employment ("Term") with
Employer shall commence on October 25, 2000 and shall end on October 24, 2003
unless
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terminated earlier as is provided in Paragraph 8 of this Agreement or extended
by mutual agreement of the parties.
3. Compensation.
(a) Salary. As compensation for Employee's services hereunder,
Employer shall pay to Employee a salary at the rate of $300,000 per year during
the first year of the Term, $330,000 per year during the second year of the Term
and $350,000 during the third year of the Term. Such salary shall be paid
biweekly, in arrears.
(b) Bonuses. At the end of each calendar year during the Term,
Employee will be paid such bonus as Employer in its discretion determines,
however, such bonus shall be no less than 20% of the total salary paid to
Employee during such year. Bonus payments shall be made no later than 30 days
after end of calendar year end.
(c) Withholding. All payments of salary shall be made in
appropriate installments to conform with the regular payroll dates for salaried
personnel of Employer. Employer shall be entitled to deduct from each payment of
compensation to Employee such items as federal, state and local income taxes,
FICA, unemployment insurance and disability contributions, and such other
deductions as may be required by law.
(d) Expenses. During the Term, Employer shall pay or reimburse
Employee on an accountable basis for all reasonable and necessary out-of-pocket
expenses for entertainment, travel, meals, hotel accommodations and other
expenditures incurred by Employee in connection with Employee's services to
Employer in accordance with Employer's expense account policies.
(e) Fringe Benefits. During the Term, Employee shall be
entitled to receive the following fringe benefits: (i) four weeks paid vacation
per year, (ii) group medical, dental, life and disability insurance as per
Employer policy, and (iii) any other fringe benefits, on terms that are or may
become available generally to comparable employees of Employer.
4. Place of Employment. During the Term, Employee shall be based and
principally perform Employee's duties at the Denver area offices of Employer,
however, Employee shall undertake all travel required by Employer in connection
with the performance of Employee's duties hereunder.
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5. Confidentiality, Intellectual Property; Name and Likeness.
(a) Employee agrees that Employee will not during the Term or
thereafter divulge to anyone (other than Employer and its executives,
representatives and employees who need to know such information or any persons
designated by Employer) any knowledge or information of any type whatsoever
designated or treated as confidential by Employer relating to the business of
Employer or any of its subsidiaries or affiliates, including, without
limitation, all types of trade secrets, business strategies, marketing and
distribution plans as well as concrete proposals, plans, scripts, treatments and
formats described in subparagraph (b) below. Employee further agrees that
Employee will not disclose, publish or make use of any such knowledge or
information of a confidential nature (other than in the performance of
Employee's duties hereunder) without the prior written consent of Employer. This
provision does not apply to information which becomes available publicly without
the fault of Employee or information which Employee discloses in confidence to
Employee's own privileged representatives or is required to disclose in legal
proceedings, provided Employee gives advance notice to the Chief Executive
Officer of Employer and an opportunity to Employer to resist such disclosure in
legal proceedings.
(b) During the Term, Employee will disclose to Employer all
concrete proposals, plans, scripts, treatments, and formats invented or
developed by Employee during the Term which relate directly or indirectly to the
business of Employer or any of its subsidiaries or affiliates including, without
limitation, any proposals and plans which may be copyrightable, trademarkable,
patentable or otherwise exploitable. Employee agrees that all such proposals,
plans, scripts, treatments, and formats are and will be the property of
Employer. Employee further agrees, at Employer's request, to do whatever is
necessary or desirable to secure for the Employer the rights to said proposals,
plans, scripts, treatments, and formats, whether by copyright, trademark, patent
or otherwise and to assign, transfer and convey the rights thereto to Employer
at Employer's expense.
(c) Employer shall have the right in perpetuity to use
Employee's name in connection with credits for programming, properties and
projects for which Employee performs any services pursuant to this Agreement.
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6. Employee's Representations. Employee represents and warrants that:
(a) Employee has the right to enter into this Agreement and is
not subject to any contract, commitment, agreement, arrangement or restriction
of any kind which would prevent Employee from performing Employee's duties and
obligations hereunder;
(b) To the best of Employee's knowledge, Employee is not
subject to any undisclosed medical condition which might have a material effect
on Employee's ability to perform satisfactorily Employee's services hereunder.
7. Non-Competition; No Raid.
(a) During the Term, Employee shall not engage directly or
indirectly, whether as an employee, independent contractor, consultant, partner,
shareholder or otherwise, in a business or other endeavor which materially
interferes with any of Employee's duties or obligations hereunder or which is
directly competitive with the business of the Employer or its subsidiaries,
including but not limited to the production, distribution or any other
exploitation of audiovisual television material (the "Other Business").
(b) Employee further agrees that during the Term and for a
period of one year thereafter, Employee will not employ, or attempt to employ or
assist anyone else to employ, any person who is, at the date of termination of
Employee's employment, working as an officer, policymaker or in high-level
creative development or distribution (including without limitation executive
employees) for or rendering substantially full-time services as such to
Employer.
8. Termination.
(a) This Agreement may be terminated and the Term ended on
five (5) business days' written notice for any one of the following reasons
(except (i) in which case termination shall occur on the date of death):
(i) The death of Employee;
(ii) The physical or mental disability of Employee to
such an extent that Employee is unable to render services to Employer for a
period exceeding an aggregate of thirty (30) business days during any twelve
month period of the Term. For purposes of counting the aggregate of thirty (30)
business days, days properly designated by Employee as vacation days shall not
be counted;
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(iii) For "cause," which for purposes of this
Agreement shall be defined as:
(A) the use of drugs and/or alcohol which
interfere materially with Employee's performance of Employee's services under
this Agreement;
(B) Employee's conviction of any act which
constitutes a felony under federal, state or local laws or the law of any
foreign country;
(C) Employee's persistent failure after
written notice to perform, or Employee's persistent refusal to perform after
written notice, any of Employee's duties and responsibilities pursuant to this
Agreement; or
(D) Employee's dishonesty in financial
dealings with or on behalf of Employer, its subsidiaries, affiliates and parent
corporation or in connection with performance of Employee's duties hereunder.
(b) Employer shall also have the right to terminate Employee
prior to the expiration of the Term in addition to pursuant to Paragraph 8(a)
above by providing Employee with not less than thirty (30) days' advance notice
in writing. In the event of a termination pursuant to this Paragraph 8(b): (i)
the Employer shall pay to the Employee, commencing thirty (30) days after such
notice of termination, the remaining amounts described in Paragraph 3(a) above
for the balance of the Term at such time or times such payments would otherwise
be due. Employer shall have no further obligations to Employee hereunder. If
Employer terminates Employee under this Paragraph 8(b), Paragraph 7(a) shall not
apply from the date of termination.
(c) In the event that Employer terminates this Agreement due
to any of the reasons set forth in Paragraphs 8(a)(i), 8(a)(ii) or
8(a)(iii)(A-D) above, Employee shall be paid Employee's salary through the later
of the expiration of the five (5) business days period referred to in Paragraph
8(a) or the end of the month in which the termination event occurs, after which
Employer's obligation to pay salary to Employee shall terminate. After making
the payments provided for in this sub-paragraph (c), Employer shall have no
further obligations to Employee pursuant to this Agreement.
(d) Upon termination of this Agreement, Employee shall
promptly return all of Employer's property to Employer.
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(e) Upon termination of Employee's employment for any reason,
Employee shall tender Employee's resignation from the Board of Directors of any
of Employer's subsidiaries or affiliates on which Employee is serving, and
Employer shall accept such resignation forthwith.
9. Breach; Remedies. Both parties recognize that the services to be
rendered under this Agreement by Employee are special, unique and extraordinary
in character, and that in the event of the breach by Employee of the terms and
conditions of this Agreement, Employer shall be entitled, inter alia, if it so
elects, to institute and prosecute proceedings in any court of competent
jurisdiction, either in law or in equity, to obtain damages for any breach of
this Agreement, and to seek to enforce the specific performance thereof by
Employee, and/or to seek to enjoin Employee from performing services for any
other person, firm or corporation. The parties further stipulate that the law of
California shall apply to any dispute of action regarding this Agreement.
10. Assignment. This Agreement is a personal contract and, except as
specifically set forth herein, the rights, interests and obligations of Employee
herein may not be sold, transferred, assigned, pledged or hypothecated, although
Employee may assign or use as security payments due hereunder from Employer. The
rights and obligations of Employer hereunder shall bind in their entirety the
successors and assigns of Employer, although Employer shall remain fully liable
hereunder. As used in this Agreement, the term "successor" shall include any
person, firm, corporation or other business entity which at the time, whether by
merger, purchase or otherwise, acquires all or substantially all of the assets
or business of Employer.
11. Amendment; Captions. This Agreement contains the entire agreement
between the parties. It may not be changed orally, but only by agreement in
writing signed by the party against whom enforcement of any waiver, change,
modification or discharge is sought. Paragraph headings are for convenience of
reference only and shall not be considered a part of this Agreement. If any
clause in this Agreement is found to be unenforceable, illegal or contrary to
public policy, the parties agree that this Agreement shall remain in full force
and effect except for such clause.
12. Prior Agreements. This Agreement supersedes and terminates all
prior agreements between the parties relating to the subject matter herein
addressed, and sets out the full agreement between the parties concerning its
subject matter.
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13. Notices. Any notices or other communications required or permitted
hereunder shall be in writing and shall be deemed effective when delivered in
person or if mailed, by registered or certified mail, return receipt requested,
in which case the notice shall be deemed effective on the date of deposit in the
mails, postage prepaid, addressed to Employee at the address for Employee
appearing in Employer's records and, in the case of Employer, addressed to its
Chief Executive Officer at the address first written above. Either party may
change the address to which notices are to be addressed by notice in writing
given to the other in accordance with the terms hereof.
14. Periods of Time. Whenever in this Agreement there is a period of
time specified for the giving of notices or the taking of action, the period
shall be calculated excluding the day on which the giver sends notice and
excluding the day on which action to be taken is actually taken.
15. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, and all of which, taken
together, shall constitute one instrument.
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IN WITNESS WHEREOF, Employer has by its appropriate officer signed this
Agreement and Employee has signed this Agreement as of the day and year first
above written.
CROWN MEDIA HOLDINGS, INC.
/s/ XXXXX XXXXX
By Xxxxx Xxxxx
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Title President & CEO
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EMPLOYEE
/s/ XXXXXXX XXXXXXXX
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Xxxxxxx Xxxxxxxx
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