COMPENSATION CONTINUATION AGREEMENT
This Compensation Continuation Agreement, dated as of
March 31, 1994, is by and among Vari-Lite Holdings, Inc., a Texas
corporation ("VLH"), Vari-Lite, Inc., a Delaware corporation
("VLI"), Showco, Inc., a Delaware corporation ("Showco"), and
X.X. Xxxxxxxx III ("Xxxxxxxx").
W I T N E S S E T H:
WHEREAS, VLH, Xxxxx Partnership, Ltd., Xxxxxxxx, Xxxx X.
Xxxxxx ("Xxxxxx") and Xxxxx X. Xxxxx, Xx. ("Xxxxx"), and the
spouses of Xxxxxxxx, Xxxxxx and Xxxxx, have entered into that
certain Voting Trust and Shareholders' Agreement (the "Voting
Trust") of even date herewith to provide for continuity in the
life, management and progress of VLH by restricting the transfer
of shares of Class A Common Stock, $0.10 par value ("Class A
Shares"), and establishing a voting trust with respect to the
Class A Shares; and
WHEREAS, pursuant to Section 7.3 of the Voting Trust VLH
agreed to adopt, and to use its best efforts to cause those
subsidiaries that now, or in the future may, pay any cash
compensation, including, but not limited to salary, bonus and
consulting fees, to Xxxxxxxx, Xxxxxx and/or Xxxxx to each adopt,
a compensation continuation agreement; and
WHEREAS, the parties hereto desire to enter into this
Agreement to provide for the continuation of compensation
payments to the estate of Xxxxxxxx upon his death as herein
provided;
NOW, THEREFORE, in consideration of the mutual promises,
conditions and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties to this Agreement hereby agree
as follows:
1. COMPENSATION CONTINUATION. Each of VLH, VLI and/or
Showco, as the case may be, shall, for a period of 60 days after
the date of the death of Xxxxxxxx, continue to pay to Xxxxxxxx'x
estate cash compensation (including without limitation salary,
bonus and consulting fees) in a monthly amount equal to one-twelfth
of all cash compensation (including without limitation
salary, bonus and consulting fees) paid or payable to Xxxxxxxx on
an annualized basis immediately preceding his death.
Notwithstanding the foregoing, if the proceeds from any life
insurance policy purchased by VLH, VLI and/or Showco, as the case
may be, for the benefit of Xxxxxxxx and in effect upon the date
of his death have not been paid within 60 days after the date of
his death, VLH, VLI and/or Showco, as the case may be, shall
continue to make such compensation payments as herein provided
until the date such life insurance proceeds are paid in full
(provided that in no event shall such payments continue for more
than one year after the date of his death). Any payments
required under this Agreement shall be made in accordance with
the general payroll practices of VLH, VLI and/or Showco, as the
case may be, in effect at the time such payment is made, but in
no event less frequently than monthly.
2. MISCELLANEOUS.
(a) AMENDMENT. This Agreement may be amended, modified or
supplemented only by an instrument in writing executed by all
parties hereto.
(b) BINDING EFFECT; ASSIGNMENT. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective heirs, successors, legal representatives and
permitted assigns. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assignable by any
party hereto, without the express prior written consent of the
other parties hereto; provided, however, that nothing contained
herein shall be deemed to impair the right of any party hereto to
consummate any merger or other corporate reorganization
transaction provided that the resulting, surviving or acquiring
entity assumes the obligations of said party hereunder by a
written instrument reasonably satisfactory to the other parties
hereto or by operation of law.
(c) ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and
understandings, both written and oral, among the parties and any
of them relating to such subject matter.
(d) GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State
of Texas, without regard to the principles of conflicts of laws
thereof.
(e) HEADINGS. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise
affect any of the terms or provisions hereof.
(f) SEVERABILITY. If any provision of this Agreement
should be held illegal, invalid or unenforceable, such provision
shall be fully severable herefrom, and this Agreement shall be
construed and enforced as if such illegal, invalid or
unenforceable provision were never a part hereof; the remaining
provisions hereof shall remain in full force and effect and shall
not be affected by the illegal, invalid or unenforceable
provision or by its severance herefrom; and in lieu of such
illegal, invalid or unenforceable provision, there shall be added
automatically as part of this Agreement, a provision as similar
in its terms to such illegal, invalid or unenforceable provision,
as may be possible and be legal, valid and enforceable.
(g) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.
[THE NEXT FOLLOWING PAGE IS THE SIGNATURE PAGE]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Vari-Lite Holdings, Inc.,
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President - Finance
Vari-Lite, Inc.,
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President - Finance
Showco, Inc.,
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, Vice President - Finance
/s/ X.X. Xxxxxxxx III
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X.X. Xxxxxxxx III
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