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EXHIBIT 10.52
AGREEMENT
AGREEMENT, dated as of February 19, 1999, between GT
INTERACTIVE SOFTWARE CORP., a Delaware corporation (the "Company"), and XXXXXX
XXXXXXXXXX, the undersigned individual ("Executive").
WHEREAS, effective February 8, 1999, the Company employed Xx.
Xxxxxx Xxxxxxx as Chairman and Chief Executive Officer of the Company, and such
employment would entitle the Executive to exercise his rights under Sections
5(d)(i)(B) and 5(d)(ii)(C) of the Employment Agreement, dated April 28, 1998,
between Executive and the Company (the "Employment Agreement").
NOW THEREFORE, IN CONSIDERATION of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree as follows:
1. CEO of OZM. Executive agrees to remain employed by the
Company, subject to Section 3 hereof, as the Chairman and Chief Executive
Officer of the Company's One Zero Media internet subsidiary ("OZM") and in that
capacity to produce a business plan for OZM (the "Business Plan"), which
Business Plan shall include a strategic plan, as well as business strategies,
projected income, expense, capital expenditure and cash flow through the period
March 31, 2000, which will be delivered to the Board of Directors of the Company
not later than March 17, 1999 and prior thereto discussed with Xx. Xxxxxxx.
2. Amount in Lieu of Bonus. The Company shall pay to Executive
the amount of One Million Four Hundred Thousand Dollars ($1,400,000) in cash on
or before March 31, 1999, as full payment of all amounts referred to as "60% of
such Base Salary in lieu of bonus," pursuant to Section 5(d)(i) of the
Employment Agreement.
3. Termination. If on or before March 31, 1999, the Company
and the Executive do not execute the Amended Employment Agreement in the form
attached hereto as Exhibit A, then either the Company or the Executive may
notify the other that it is not prepared to proceed with the Business Plan, and
in such case, Executive shall promptly terminate his employment with the Company
and OZM and the terms of the Employment Agreement shall govern (except for
amounts referred to as "60% of such Base Salary in lieu of bonus" under Section
5(d)(i) of the Employment Agreement, which amounts will be discharged by the
Company by complying with Section 2 above) and Executive shall be deemed to have
resigned for Good Reason (as defined in Section 5(b) of the Employment
Agreement).
IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed on its behalf by an officer thereunto duly authorized and
Executive has duly executed this Agreement, all as of the date and year first
written above.
GT INTERACTIVE SOFTWARE CORP.: EXECUTIVE:
By: /s/ XXXXXX XXXXX /S/ XXXXXX XXXXXXXXXX
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Name: Xxxxxx Xxxxx Xxxxxx Xxxxxxxxxx
Title: Chairman Emeritus
