ENTERTAINMENT DISTRIBUTION COMPANY, INC.
Exhibit
10.4
ENTERTAINMENT
DISTRIBUTION COMPANY, INC.
December
27, 2007
Xx.
Xxxxxx Xxxxxxxxx
000
Xxxxxxxxxx Xxxxx
Xxx
Xxxxxx, XX 00000
Dear
Xxx:
Reference
is hereby made to that certain Letter Agreement dated May 9, 2005 between you,
Glenayre Electronics, Inc. and Entertainment Distribution Company, LLC (the
“Employment Letter”) pursuant to which you were employed as an executive officer
of Entertainment Distribution Company, LLC (the “Company”). This
letter shall serve as a supplement to the Employment Letter for purposes of
confirming the agreements set forth herein.
|
1.
|
Duties. Pursuant
to the Employment Letter, you were engaged as Executive Vice President
and
Chief Operating Officer of the Company. Effective
November 5, 2007, you were appointed to the additional position of
President of the Company and will continue in your current position
as
Chief Operating Officer.
|
|
2.
|
Stay
Bonus. In addition to the compensation set forth in the
Employment Letter, you will be entitled to a “stay bonus” in an amount
equal to $100,000, payable in a lump sum, if you remain employed
by the
Company through November 1, 2008 or, in the event a Change in Control
(as defined below) occurs prior to November 1, 2008, you remain
employed by the Company or any successor to the Company following
such
Change in Control, through the 90 day anniversary of any such Change
in Control. If earned, the Company will pay you the stay bonus
within two days after November 1, 2008.
|
“Change
in Control” means any of the
following: (a) the acquisition, directly or indirectly after the date of this
letter agreement, in one or a series of transactions, of 25% or more of the
common stock of
Entertainment Distribution Company, Inc. (“EDCI”) by any “person” as that term is defined
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; (b)
the
consummation of a merger, consolidation, share exchange or similar transaction
of EDCI or the
Company with any other corporation,
entity or group, as a result of which the holders of the voting capital stock
of
EDCI or the
Company immediately prior to such
merger, consolidation, share exchange or similar transaction, as a group, would
receive less than 50% of the voting capital stock of the surviving or resulting
corporationor
entity; (c) the
consummation of an agreement providing for the sale or transfer (other than
a
security for obligations of EDCI or the
Company) of
substantially
all the operating assets
of EDCI or substantially
all of the assets of the Company; (d) individuals
who, as of the date
hereof, constitute the Board of Directors of EDCI (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board of Directors
of
EDCI; provided, however, that any individual becoming a director subsequent
to
the date hereof whose election, or nomination for election by EDCI’s
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of an actual or threatened election contest with respect to the election
or removal of directors or other actual or threatened solicitation of proxies
or
consents by or on behalf of a Person other than the Board of Directors of EDCI
or pursuant to a negotiated settlement with any such Person to avoid the threat
of any such contest or solicitation.
|
3.
|
Continuation
of
Employment Letter. Except as modified by this
supplemental letter, the Employment Letter shall continue in full
force
and effect in accordance with its terms.
|
If
the
foregoing is acceptable to you, please sign where provided below.
ENTERTAINMENT
DISTRIBUTION COMPANY LLC
|
||||
|
By:
|
/s/ Xxxxxx Xxxxxxx | ||
Title:
|
Interim CEO |
ENTERTAINMENT
DISTRIBUTION COMPANY, INC.
|
||||
|
By:
|
/s/ Xxxxxx Xxxxxx | ||
Title:
|
Chairman |
AGREED:
/s/
Xxxxxx
Xxxxxxxxx
XXXXXX
XXXXXXXXX