THIRD AMENDMENT AGREEMENT
Agreement between UC Television Network Corp., a Delaware corporation
("Employer"), and Xxxxx Xxxxx ("Executive"), dated as of September 12, 1996.
The Employer and the Executive are parties to an Amended and Restated
Employment Agreement dated as of November 1, 1991, as amended by an Amendment
Agreement dated as of February 1, 1994 and as further amended by a Second
Amendment Agreement dated as of October 1, 1996 (the "Employment Agreement"),
and desire to further amend the Employment Agreement to provide for an extension
of the term of employment and increased compensation to be payable to Executive.
Accordingly, the parties hereto hereby agree as follows:
1. Section 2.1 of the Employment Agreement is hereby amended as
follows: Effective as of September 16, 1996, the Employee's "Base Salary" of
$200,000 per year stated therein shall be increased to $250,000 per year for the
balance of the Employment Term, and the Consumer Price Index adjustment in the
last two sentences of said Section 2.1 shall be deleted.
2. Section 2.2 of the Employment Agreement is hereby amended to read in
its entirety as follows:
"2.2 Bonuses. In addition to the Base Salary, the Executive
will receive the following bonuses during the Employment Term:
(a) An annual bonus equal to 5.0% of the Pre-tax Income
(as hereinafter
defined) of the Employer, such bonus not to exceed $500,000
for any year.
(b) Pre-tax Income for each fiscal year will, for
purposes of this Agreement, be deemed to be an amount equal
to the earnings of the Employer, as reflected in the
certified financial statements of the Employer for such
fiscal year, (i) before taxes, (ii) without giving effect to
the payment of a bonus to the Executive under Section
2.2(a), and (iii) without giving effect to the payment of a
bonus to any employee of the Employer."
3. Section 2.3 and 2.4 of the Employment Agreement are hereby deleted
in their entirety.
4. Section 3 of the Employment Agreement is hereby amended to change
the date "September 30, 1998" stated therein to "December 31, 2000."
5. Section 4.3(c) of the Employment Agreement is hereby amended to read
in its entirety as follows:
"(c) Termination Without Cause; Change in Control. In
the event that (i) the Executive's employment hereunder is
terminated for any reason other than pursuant to death,
disability or for cause, as set forth in paragraphs 4.1(a),
(b) and (c), respectively, above, or (ii) there is a change
in control (as defined below) of Employer which results in
an actual or constructive termination of employment (as
defined below), then (x) Executive will be paid an amount
equal to all unpaid Base Salary through the end of the
Employment Term, and (y) all of Executive's outstanding
options will be deemed vested.
The amount under clause (x) above, (A) shall not exceed
two years' Base Salary nor be less than one year's Base
Salary and
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(B) must be paid to Executive in full without offset for any
reason within ten (10) days following Employer's declaration
of termination of employment; and, if not, all of
Executive's rights to full compensation and damages, not
limited by this provision, shall remain in effect. Upon
receipt of such liquidated damages payment, Executive agrees
to waive all further rights with respect to his entitlement
to compensation from Employer, including his right to seek
litigation or arbitration to enforce such rights. Nothing in
this Section 4.3(c) shall prohibit the Employer from
subsequently seeking repayment of monetary obligations of
the Executive owed to Employer (e.g. just debts or similar
amounts).
A "change in control" shall mean the individuals who
currently constitute the directors of Employer, or
individuals elected by more than two-thirds of such current
directors to replace any of such current directors, no
longer constitute a majority of the directors of Employer. A
"constructive termination of employment" shall mean any of
the following, if done without Executive's consent and
having a material adverse effect on Executive's employment
or the conditions under which Executive works: (i) a change
in Executive's title, duties or responsibilities, including
the person or body to whom Executive reports, (ii) a change
in the location where Executive's services are rendered,
(iii) any reduction in compensation or fringe benefits or
change of any other term of Executive's employment, or (iv)
any other breach of the terms of Executive's employment by
Employer. A constructive termination shall be determined by
Exective in Executive's sole, reasonable discretion."
6. Section 7 of the Employment Agreement is hereby amended by inserting
the following at the end of said section:
"(c) In connection with Executive's employment
hereunder, Employer hereby grants to Executive (i) an
incentive stock option to purchase 162,500 shares of Common
Stock of Employer, pursuant to the terms of Employer's 1996
Stock Incentive Plan (the "1996 Plan")
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and (ii) a non-qualified stock option to purchase 337,500
shares of Common Stock outside the 1996 Plan, in accordance
with and subject to the terms of the stock option agreement
to be executed by the parties hereto in the form attached
hereto as Exhibit E."
7. Except to the extent specifically amended hereby, the provisions of
the Employment Agreement shall remain unmodified, and as amended hereby the
Employment Agreement is hereby confirmed as being in full force and effect.
IN WITNESS WHEREOF this Third Amendment Agreement has been executed and
delivered by the parties hereto as of the date first above written.
UC TELEVISION NETWORK CORP.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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