Exhibit 10.1
Execution Copy
UMBRELLA AGREEMENT
This UMBRELLA AGREEMENT (this "Agreement") is entered into on November 7,
2002, by and among The News Corporation Limited, a South Australia, Australia
corporation ("News Corp."), Xxxxx X. Xxxx ("Xxxx"), Xxxxx Ma Xxxxx ("Xxxxx,"
and, collectively with News Corp. and Xxxx, the "Proponents") and Gemstar-TV
Guide International, Inc., a Delaware corporation (the "Company").
WITNESSETH:
WHEREAS, the Proponents have presented to the Board of Directors of the
Company (the "Board") as a joint proposal, a comprehensive plan to restructure
the management of the Company and Gemstar Development Corporation, a California
corporation ("GDC") (the "Restructuring");
WHEREAS, the Restructuring includes: (a) the termination of Xxxx'x existing
employment arrangements with the Company and GDC pursuant to the terms of a
Termination Agreement among the Company, GDC and Xxxx executed as of the date
hereof (including the equity awards to be granted thereunder, the "Xxxx
Termination Agreement"); (b) the termination of Xxxxx'x existing employment
arrangements with the Company and GDC pursuant to the terms of a Termination
Agreement among the Company, GDC and Xxxxx executed as of the date hereof
(including the equity awards to be granted thereunder, the "Xxxxx Termination
Agreement"); (c) the entry by Xxxx into a new Employment Agreement with the
Company executed as of the date hereof (including the equity awards to be
granted thereunder, the "New Xxxx Employment Agreement"); (d) the entry by Xxxxx
into a new Employment Agreement with the Company executed as of the date hereof
(including the equity awards to be granted thereunder, the "New Xxxxx Employment
Agreement"); (e) the entry by News Corp., Xxxx and the Company into Amendment
No. 1 to the Stockholders' Agreement executed as of the date hereof (the
"Stockholders' Agreement Amendment" and collectively, with the Stockholders'
Agreement dated as of October 4, 1999, the "Stockholders' Agreement"); (f) the
entry by Xxxx and the Company into a patent rights agreement executed as of the
date hereof (the "Patent Rights Agreement" and, together with the Xxxx
Termination Agreement, the Xxxxx Termination Agreement, the New Xxxx Employment
Agreement, the New Xxxxx Employment Agreement and the Stockholders' Agreement
Amendment, the "Restructuring Agreements"); and (g) the amendment and
restatement of the Company's bylaws as of the date hereof (the "Bylaw
Amendment");
WHEREAS, the Board has approved the Restructuring, the Restructuring
Agreements and the Bylaw Amendment; and
WHEREAS, the parties desire to enter into this Agreement to provide for
certain additional agreements among themselves subject to the consummation of
the Restructuring;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained, the parties agree that, subject to the execution of the
Restructuring Agreements, the following agreements and covenants immediately
shall become effective and binding among them:
1. Public Announcements and Press Releases. The Company, News Corp., Xxxx
and Xxxxx shall each have the right to review and approve, such approval not to
be unreasonably withheld or delayed, any press release or other public
announcement made by any party more or less contemporaneously with the execution
of the Restructuring Agreements and Bylaw Amendment and relating to the matters
addressed by this Agreement.
2. [Reserved]
3. Letter to Xxxx. At or immediately following the effectiveness of this
Agreement, News Corp. shall deliver to Xxxx a letter in the form previously
provided to Xxxx.
4. Non-Disparagement.
(a) News Corp., on behalf of itself and its Subsidiaries, will direct its
and their respective directors and executive officers to not publicly disparage,
denigrate or ridicule Xxxx or Xxxxx, in respect of their integrity or business
practices, performance, skills, acumen, experience or success, or concerning
Xxxx or Xxxxx personally; provided, however, that nothing in this Section 4(a)
shall prohibit News Corp., any of its Subsidiaries or any director or executive
officer of News Corp. or any of its Subsidiaries from disclosing such
information as may be required by law, or by judicial or administrative process
or order or the rules of any securities exchange or similar self-regulatory
organization applicable to such person. News Corp. shall only be responsible
for, and bear any and all liability, for, any breach of this Section 4(a) by any
director or executive officer of News Corp. or its Subsidiaries, if such breach
is knowingly and willfully committed by any such director or executive officer
in connection with such director's or executive officer's duties to News Corp.
or its Subsidiaries and involves a material public disparagement of Xxxx or
Xxxxx.
(b) Xxxx will not publicly disparage, denigrate or ridicule News Corp.,
any of its Subsidiaries or its or any of their respective directors or executive
officers in respect of their integrity or business practices, performance,
skills, acumen, experience or success or concerning any directors or executive
officers personally; provided, however, that nothing in this Section 4(b) shall
prohibit Xxxx from disclosing such information as may be required by law, or by
judicial or administrative process or order or the rules of any securities
exchange or similar self-regulatory organization applicable to such person. Xxxx
shall only be responsible for, and bear any and all liability, for, any breach
of this Section 4(b) if such breach is knowingly and willfully committed and
involves a material public disparagement of News Corp., any of its Subsidiaries
or its or any of their respective directors or executive officers.
(c) Xxxxx will not publicly disparage, denigrate or ridicule News Corp.,
any of its Subsidiaries or its or any of their respective directors or executive
officers in respect of their integrity or business practices, performance,
skills, acumen, experience or success or concerning any directors or executive
officers personally; provided, however, that nothing in this Section 4(c) shall
prohibit Xxxxx from disclosing such information as may be required by law, or by
judicial or administrative process or order or the rules of any securities
exchange or similar self-regulatory organization applicable to such person.
Xxxxx shall only be responsible for, and bear any and all liability, for, any
breach of this Section 4(c) if such breach is knowingly and willfully
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committed and involves a material public disparagement of News Corp., any of its
Subsidiaries or its or any of their respective directors or executive officers.
(d) Notwithstanding the foregoing, the Proponents shall not be entitled to
terminate, rescind, repudiate or seek judicial invalidation of this Agreement or
any other Restructuring Agreement as a remedy for any breach or alleged breach
of this Section 4.
5. SIP Amendment. The Proponents agree to vote all shares of Common
Stock, par value $.01 per share, of the Company beneficially owned by it, her or
him for the approval of the SIP Amendment (as defined in the New Xxxx Employment
Agreement and the New Xxxxx Employment Agreement) at the annual or special
stockholders' meeting of the Company to occur as soon as reasonably practicable
following the date hereof.
6. Mutual Releases.
(a) Xxxx, on behalf of himself and his heirs, executors, administrators,
successors and assigns, hereby knowingly, voluntarily and irrevocably releases
and discharges News Corp. and each of its Subsidiaries (other than the Company
and its Subsidiaries) (the News Corp. Subsidiaries released by this Section 6(a)
are referred to below as the "News Subsidiaries"), current and former officers,
employees, agents, directors, legal representatives, attorneys and any successor
or assign or predecessor of any of the foregoing, from any and all claims,
charges, actions or causes of action any of them may have against any such
released person, whether known or unknown, from the beginning of time through
the date of this Agreement based upon any matter, cause or thing whatsoever
related to or arising out of (i) the Stockholders' Agreement (or any other
agreement or arrangement between Xxxx and any such released person arising out
of or related to the subject matter of the Stockholders' Agreement (other than
the Stockholders' Agreement Amendment)), (ii) Xxxx'x employment with the
Company, GDC or any other Subsidiary of the Company or of any predecessor entity
through the date of this Agreement, (iii) Xxxx'x service as a director of the
Company, GDC or any other Subsidiary of the Company or of any predecessor entity
through the date of this Agreement, (iv) the termination of certain of Xxxx'x
positions with the Company, GDC or any other Subsidiary of the Company or of any
predecessor entity in connection with the Restructuring or (v) the events
leading to the execution of, or the execution of, any of the Restructuring
Agreements; provided, however, that this release shall not limit in any way or
constitute a waiver of any rights or claims Xxxx may have under this Agreement,
or the Stockholders' Agreement Amendment, or that arise from, or that are based
on, events that occur after the date of this Agreement.
(b) Xxxxx, on behalf of herself and her heirs, executors, administrators,
successors and assigns, hereby knowingly, voluntarily and irrevocably releases
and discharges News Corp. and the News Subsidiaries and any and all of their
respective current and former officers, employees, agents, directors, legal
representatives, attorneys and any successor or assign or predecessor of any of
the foregoing, from any and all claims, charges, actions or causes of action any
of them may have against any such released person, whether known or unknown,
from the beginning of time through the date of this Agreement based upon any
matter, cause or thing whatsoever related to or arising out of (i) Xxxxx'x
employment with the Company, GDC or any other Subsidiary of the Company or of
any predecessor entity through the date of this Agreement, (ii) her service as a
director of the Company, GDC or any other Subsidiary of the Company or of any
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predecessor entity through the date of this Agreement, (iii) the termination of
certain of her positions with the Company, GDC or any other Subsidiary of the
Company or of any predecessor entity in connection with the Restructuring or
(iv) the events leading to the execution of, or the execution of, any of the
Restructuring Agreements; provided, however, that this release shall not limit
in any way or constitute a waiver of any rights or claims Xxxxx may have under
this Agreement, or that arise from, or that are based on, events that occur
after the date of this Agreement.
(c) News Corp., on behalf of itself and each of the News Subsidiaries, and
any successor or assign or predecessor of any of the foregoing, hereby
knowingly, voluntarily and irrevocably releases and discharges Xxxx and Xxxxx,
each of their respective estates, legal representatives, agents, attorneys,
heirs, executors, successors and assigns, from any and all claims, charges,
actions or causes of action any of them may have against any such released
person, whether known or unknown, from the beginning of time through the date of
this Agreement based upon any matter, cause or thing whatsoever related to or
arising out of (i) the Stockholders' Agreement (or any other agreement or
arrangement between News Corp. and Xxxx arising out of or related to the subject
matter of the Stockholders' Agreement (other than the Stockholders' Agreement
Amendment)), (ii) Xxxx'x and Xxxxx'x employment with the Company, GDC or any
other Subsidiary of the Company or of any predecessor entity through the date of
this Agreement, (iii) Xxxx'x and Xxxxx'x service as directors of the Company,
GDC or any other Subsidiary of the Company or of any predecessor entity through
the date of this Agreement, (iv) the termination of certain of Xxxx'x and
Xxxxx'x positions with the Company, GDC or any other Subsidiary of the Company
or of any predecessor entity in connection with the Restructuring or (v) the
events leading to the execution of, or the execution of, any of the
Restructuring Agreements; provided, however, that this release shall not limit
in any way or constitute a waiver of any rights or claims News Corp. may have
under this Agreement, under the Stockholders' Agreement Amendment or that arise
from, or that are based on, events that occur after the date of this Agreement.
7. Waiver. The Proponents expressly waive and relinquish all rights and
benefits afforded by Section 1542 of the Civil Code of the State of California
with respect to the releases provided herein, and do so understanding and
acknowledging the significance of such specific waiver of Section 1542. Section
1542 of the Civil Code of the State of California states as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
Thus, notwithstanding the provisions of Section 1542, and for the purpose of
implementing the releases provided herein, the parties expressly acknowledge
that this Agreement is intended to include in its effect, without limitation
other than the express limitations set forth herein, all claims which either
party does not know or suspect to exist in such party's favor at the time of
execution hereof, and that this Agreement contemplates the extinguishment of any
such claims.
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The parties acknowledge and agree that the foregoing waiver of the provisions of
Section 1542 has been expressly bargained for by each of the parties in the
negotiation of this Agreement.
8. Covenant Not to Xxx. Each of the Proponents represents and covenants
that such party has not filed any complaints, charges or lawsuits, nor commenced
any arbitration or similar proceedings, against any other Proponent with respect
to any claim or potential claim released hereunder, and covenants that such
party will not do so at any time hereafter, it being understood that this
Section 8 shall not prohibit any party from commencing appropriate proceedings
for the purpose of enforcing any claims not released hereunder. Nothing in this
Agreement shall in any way be construed as an admission by any party that it or
any affiliated entity has acted wrongfully or that any party in fact has any
rights whatsoever against any other party.
9. Resolutions of Disputes. In the event of any dispute, controversy,
claim or disagreement between or among the parties hereto with respect to any
alleged breach of this Agreement, the interpretation of this Agreement, or the
rights or obligations of any party under this Agreement, the parties shall
consult and negotiate with each other in good faith and, recognizing their
mutual interests, attempt to reach a solution satisfactory to both parties. If
they do not resolve the dispute, controversy, claim or disagreement within a
period of 30 days, or such longer period as they may mutually agree, then such
dispute, controversy, claim or disagreement shall be resolved pursuant to
confidential binding arbitration in New York, New York by a panel of three
neutral arbitrators. The arbitration shall be conducted in accordance with the
Commercial Rules of the American Arbitration Association then in effect. Within
15 days after the initiation of arbitration, the parties shall select three
neutral arbitrators, all of whom shall be members of a state bar actively
engaged in the practice of law for at least 10 years. Either party may seek
interim or preliminary relief from the arbitrators until an arbitration award is
rendered or the controversy is otherwise resolved. Either party also may, prior
to the establishment of the arbitral tribunal, and without waiving any remedy
under this Agreement, seek interim or provisional relief that is necessary to
protect the rights or property of that party. The arbitration award shall be
made as promptly as practicable and in any event within nine months of the
filing of the notice of intention to arbitrate, and the arbitrators shall agree
to comply with this schedule before accepting appointment; provided, however,
that this time limit may be extended by agreement of the parties or by the
arbitrators if necessary. The award of the arbitrators shall be in writing,
shall be signed by a majority of the arbitrators, and shall include findings of
fact and the reasons for the disposition of each claim. In the award, the
arbitrators shall allocate all of the costs of the arbitration, including the
fees of the arbitrators and the reasonable attorneys' fees of the prevailing
party, against the non-prevailing party. This Section 9 shall not be construed
to limit either party's right to obtain equitable relief with respect to any
dispute and, pending a final arbitration by the arbitrators with respect to any
such disputes, either party shall be entitled to obtain any such relief by
direct application to state, federal or other applicable court, without being
required to first arbitrate such dispute. Except as may required by law, or by
judicial or administrative process or order or the rules of any securities
exchange or similar self-regulatory organization applicable to the party or the
arbitrator, neither the parties nor the arbitrators may disclose the existence,
content or results of any arbitration hereunder without the prior written
consent of all of the parties. Judgment on the award may be entered in any court
having jurisdiction thereof.
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10. Representations and Warranties. News Corp. and the Company, severally
and not jointly, each hereby represents and warrants on behalf of itself to the
other parties that this Agreement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with its terms. Xxxx hereby represents and
warrants to News Corp. and the Company that (i) he has all necessary legal
capacity to enter into this Agreement and each of the Restructuring Agreements
to which he is a party, (ii) Xxxx has duly executed and delivered this
Agreement, (iii) this Agreement and, upon the execution and delivery of each of
the Restructuring Agreements to which he is a party, each such Restructuring
Agreement will constitute the legal, valid and binding obligation of Xxxx,
enforceable against him in accordance with its terms. Xxxxx hereby represents
and warrants to News Corp. and the Company that (x) she has all necessary legal
capacity to enter into this Agreement and each of the Restructuring Agreements
to which she is a party, (y) Xxxxx has duly executed and delivered this
Agreement and (z) this Agreement and, upon the execution and delivery of each of
the Restructuring Agreements to which she is a party, each such Restructuring
Agreement will constitute the legal, valid and binding obligation of Xxxxx,
enforceable against her in accordance with its terms.
11. Indemnification and Change in Control. In the event (i) a transaction
described in Section 280G(b)(2)(A)(i) of the Internal Revenue Code of 1986, as
amended (the "Code"), occurs after the date of this Agreement (excluding
transactions specifically directed by this Agreement) with respect to the
Company, and (ii) the transaction is a result of affirmative actions taken by
News Corp. or affiliates of News Corp. (excluding acts by affiliates of News
Corp. on the Company's Board taken to fulfill their fiduciary duties to the
Company) after the date of this Agreement (excluding acts specifically directed
by this Agreement), News Corp. shall indemnify the Company and hold the Company
harmless for (a) gross up Code Section 4999 payments made by the Company to Xxxx
(pursuant to Section 2(c) of the Xxxx Termination Agreement and Section 4(i) of
the New Xxxx Employment Agreement) or Xxxxx (pursuant to Section 2(d) of the
Xxxxx Termination Agreement and Section 4(i) of the New Xxxxx Employment
Agreement), (b) any Tax Cost, with respect to any payments made to Xxxx or
Xxxxx, incurred by the Company as a result of Code Section 280G, and (c) any
other losses, claims, liabilities, judgments, fines, penalties, costs and
expenses incurred as a result of the application of Section 280G of the Code to
Yuen, Leung or the Company. For purposes of this Section 11, the term "Tax Cost"
shall mean, for any year, any increase of the liability for taxes, either
through the increase of a tax liability or the reduction of a tax loss,
deduction or credit, which increase is actually realized and would not have been
realized but for the application of Code Section 280G. Payments by News Corp.
pursuant to this Section 11 shall be increased to account for the amount of any
Tax Cost incurred by the Company arising from receipt of such payments (grossed
up for such increase).
12. Miscellaneous.
(a) Notices. Any notice or other communication provided for in this
Agreement shall be in writing and sent,
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(i) If to News Corp., to it at:
c/o News America Incorporated
1211 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Senior Executive Vice President
and Group General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxx & Xxxxxxx L.L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxx X. Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(ii) if to Xxxx or Xxxxx, to his or her attention at:
000 Xxxxx Xxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
with a copy to:
Xxxxxxx & XxXxxxxx
000 Xxxxx Xxxxxxxxx, Xxxxx 0000
Xxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Loss
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(iii) if to the Company, to it at:
Suite 800
000 Xxxxx Xxx Xxxxxx Xxx.
Xxxxxxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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with a copy to:
O'Melveny & Xxxxx LLP
000 Xxxxxxx Xxxxxx Xxxxx
00xx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or at such other address as such party may from time to time in writing
designate to the other parties. Each such notice or other communication shall be
effective (i) if given by telecommunication, when transmitted to the applicable
number so specified in (or pursuant to) this Section 12(a) and an appropriate
answerback is received, (ii) if given by mail, three days after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iii) if given by any other means, when actually
delivered at such address.
(b) Certain Defined Terms. As used in this Agreement, the following terms
have the respective meanings set forth below:
(i) "person" means an individual, partnership, corporation,
business trust, limited liability company, limited liability
partnership, joint stock company, trust, unincorporated
association, joint venture or other entity, including a
governmental body.
(ii) "Subsidiary" means with respect to any person (the
"Parent"), any corporation or other person of which securities or
other interests having the power to elect a majority of that
corporation's or other person's board of directors or similar
governing body, or otherwise having the power to direct the
business and policies of that corporation or other person (other
than securities or other interests having such power only upon
the happening of a contingency that has not occurred), are held
by the Parent or one or more of its Subsidiaries.
(c) Entire Agreement; Amendments. This Agreement and the Restructuring
Agreements contain the entire agreement of the parties relating to the subject
matter hereof and thereof and supersede any prior agreements, undertakings,
commitments and practices relating to the subject matter hereof and thereof. No
amendment or modification of the terms of this Agreement shall be valid unless
made in writing and signed by each party.
(d) Waiver. No failure on the part of any party to exercise or delay in
exercising any right hereunder shall be deemed a waiver thereof or of any other
right, nor shall any single or partial exercise preclude any further or other
exercise of such right or any other right.
(e) Choice of Law. This Agreement, the legal relations between the parties
and any action, whether contractual or non-contractual, instituted by any party
with respect to matters arising under or growing out of or in connection with or
in respect of this Agreement, the relationship of the parties or the subject
matter hereof shall be governed by and construed in
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accordance with the laws of the State of California applicable to contracts made
and performed in such State and without regard to conflicts of law doctrines.
(f) Severability. If any provision of this Agreement is held invalid or
unenforceable, the remainder of this Agreement shall nevertheless remain in full
force and effect, and if any provision is held invalid or unenforceable with
respect to particular circumstances, it shall nevertheless remain in full force
and effect in all other circumstances, to the fullest extent permitted by law.
(g) Section Headings. Section and other headings contained in this
Agreement are for convenience of reference only and shall not affect in any way
the meaning or interpretation of this Agreement.
(h) Counterparts. This Agreement and any amendment hereto may be executed
in several counterparts. All of such counterparts shall constitute one and the
same agreement and shall become effective when a copy signed by each party has
been delivered to the other party.
(i) Successors and Assigns. No rights or obligation of any party under
this Agreement may be assigned or transferred without the prior written consent
of each other party to this Agreement, except that the respective rights or
obligations of News Corp. or the Company may be assigned or transferred pursuant
to a merger or consolidation in which News Corp. or the Company is not the
continuing entity, or a sale, liquidation or other disposition of all or
substantially all of the business and assets of News Corp. or the Company,
provided that the assignee or transferee is the successor to all or
substantially all of the business and assets of News Corp. or the Company and
assumes the liabilities, obligations and duties of News Corp. or the Company
under this Agreement, either contractually or as a matter of law. In the event
of any disposition of its business and assets described in the preceding
sentence, News Corp. or the Company shall take whatever action it can in order
to cause such assignee or transferee expressly to assume the liabilities,
obligations and duties of the selling party hereunder. To the extent applicable,
this Agreement shall be binding upon, and inure to the benefit of, the
successors and assigns, beneficiaries, devisees, heirs, next of kin, executors
and administrators of Xxxx and Xxxxx. In the event of the death of Xxxx or Xxxxx
or a judicial determination of his or her incompetence, references in this
Agreement to Xxxx or Xxxxx, as the case may be, shall be deemed to refer, where
appropriate, to his or her legal representative, or, where appropriate, to his
or her beneficiary or beneficiaries.
(j) Facsimile Signatures. This Agreement may be executed by delivery of a
facsimile copy of an executed signature page with the same force and effect as
the delivery of an originally executed signature page. In the event any party
delivers a facsimile copy of a signature page to any document or agreement, such
party shall deliver an originally executed signature page within three (3)
business days of delivering such facsimile signature page or at any time
thereafter upon request; provided, however, that the failure to deliver any such
originally executed signature page shall not affect the validity of the
signature page delivered by facsimile, which has and shall continue to have the
same force and effect as the originally executed signature page.
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(k) Representation by Counsel; Interpretation. Each party hereto
acknowledges that he, she or it has been represented by counsel in connection
with this Agreement and the matters contemplated by this Agreement. Accordingly,
any rule of law, including but not limited to Section 1654 of the California
Civil Code, or any legal decision that would require interpretation of any
claimed ambiguities in this Agreement against the party that drafted it has no
application and is expressly waived. The provisions of this Agreement shall be
interpreted in a reasonable manner to effect the intent of the parties.
[The remainder of this page has been intentionally left blank - Signature
page follows]
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[Signature page to Umbrella Agreement]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
THE NEWS CORPORATION LIMITED
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------------
Title: Director
------------------------------
/s/ Xxxxx X. Xxxx
------------------------------------
XXXXX X. XXXX
/s/ Xxxxx Ma Xxxxx
------------------------------------
XXXXX MA XXXXX
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
By: /s/ Xxxx Xxxxx
---------------------------------
Xxxx Xxxxx
Co-President
