EXHIBIT 10.3
EMPLOYMENT ASSUMPTION AGREEMENT
THIS EMPLOYMENT ASSUMPTION AGREEMENT (the "Agreement") is made and entered
into as of July 31, 1997, by and among Fox Kids Worldwide, L.L.C.,a Delaware
limited liability company (the "LLC"), Fox Kids Worldwide, Inc., a Delaware
corporation ("FKWW") and Xxxx Xxxxx ("Employee").
R E C I T A L S
- - - - - - - -
A. Employee is a party to that certain Employment Agreement entered
into as of December 22, 1995 with the LLC (the "LLC Employment Agreement").
B. On June 11, 1997, FKWW, Saban Entertainment, Inc., a Delaware
corporation ("Saban"), Fox Broadcasting Company, a Delaware corporation ("FBC"),
Fox Broadcasting Sub, Inc., a Delaware corporation ("Fox Broadcasting Sub"),
Xxxxx & Company Incorporated, a New York corporation ("Xxxxx"), Xxxx Xxxxx and
the other stockholders of Saban entered into that certain Agreement pursuant to
which FBC, Fox Broadcasting Sub, Xxxxx, Xxxx Xxxxx and the other SEI
Stockholders would contribute to FKWW stock of Saban and FCN Holding for stock
of FKWW, such that FKWW will own the business and operations of Saban, FCN
Holding, and of all of their respective subsidiaries (the "Reorganization").
C. As part of the Reorganization, FKWW desires to assume, and
Employee desires FKWW to assume, the obligations of the LLC under the LLC
Employment Agreement.
D. In order to confirm such assumption, FKWW, the LLC and Employee
have agreed to execute and deliver this Agreement.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE, in consideration of the foregoing facts, the parties hereby
agree as follows:
1. Employment and Assumption. FKWW hereby employs Employee to render
-------------------------
services as Chairman of the Board and Chief Executive Officer of FKWW, pursuant
to the same terms and conditions of the LLC Employment Agreement, and FKWW
hereby assumes all the duties and obligations of the LLC arising from and in
connection with the LLC Employment Agreement.
2. Governing Laws. This Agreement has been executed and delivered in the
--------------
State of California and shall be governed by, and construed in accordance with,
the substantive laws of the State of California.
3. Assigns. This Agreement is binding upon and shall inure to the
-------
benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the date first above written.
FOX KIDS WORLDWIDE, L.L.C.
By: FOX KIDS WORLDWIDE, INC.
Its: Managing Member
By: /s/ Xxx Xxxxx
-------------
Name: Xxx Xxxxx
Title: President
FOX KIDS WORLDWIDE, INC.
By: /s/ Xxx Xxxxx
-------------
Name: Xxx Xxxxx
Title: President
EMPLOYEE:
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
2
