EXHIBIT 10.9
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made as of February 3, 1997,
between FOX KIDS WORLDWIDE L.L.C. ("FKW"), and XXXXX XXXXXX ("Employee").
In consideration of the mutual covenants and agreements hereinafter set
forth, the parties agree as follows:
1. TERM OF EMPLOYMENT. Employee's employment hereunder begins on February
3, 1997, and will continue through February 2, 1998 ("Initial Term").
a. Option to Continue Term. FKW will have the irrevocable option to
continue the term of Employee's employment hereunder for one additional,
consecutive year ("Extended Term") by delivering written notice to Employee at
least 30 days before the last day of the Initial Term.
b. Post-Term Continuation of Employment and "Employment Period."
Employee's continued employment with FKW after the expiration of the Initial
Term and, as applicable, the Extended Term, will be on an "at-will" basis and
will otherwise be in accordance with the provisions of our then-existing
policies applicable to other comparable executives we employ on an at-will
basis. The actual period of time that Employee remains in FKW's employ pursuant
to this contract is the "Employment Period."
2. TITLE; DUTIES; RESPONSIBILITIES; REPORTING.
a. Title; Duties. Employee will be employed as Director, Business
Affairs. Employee's duties shall be those customarily rendered by persons
similarly employed in the television industry. Employee agrees to take such
trips both within and outside the United States as FKW determines to be
desirable.
b. Responsibilities. In view of the significant responsibilities
imposed on Employee hereunder, Employee agrees that at all times during the
Employment Period. Employee will use Employee's best efforts to further FKW's
business objectives and perform such additional services as may be reasonably
requested from time to time. Employee shall devote all of Employee's business
time and efforts to the performance of Employee's duties hereunder and will
comply with all policies, orders and directives as may be issued from time to
time. Employee's employment is full time, and Employee shall not engage in any
other business or employment.
c. Appointment as Director or Officer. If Employee is elected member
of the Board of Directors or to any other office of FKW, its parent(s), or any
of its affiliates, Employee agrees to serve in such capacity or capacities
without additional compensation.
d. Reporting. Employee shall report to the senior vice president of
business affairs of Fox Kids Worldwide ("FKW"), or to the person or persons we
designate from time to time.
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3. COMPENSATION.
a. Salary. If Employee is not in breach of any term of this Agreement
and subject to all customary withholdings and other deductions as may be
required by applicable laws, FKW will pay Employee a gross annual salary,
exclusive of benefits and bonuses, during the Employment Period, paid in equal
installments on FKW's regular payday, of:
(1) Ninety Five Thousand Dollars ($95,000) for the first year of
the Employment Period; and,
(2) If FKW extends the Employment Period as set forth in
paragraph 1.a. hereof, Ninety-nine Thousand Seven Hundred Fifty Dollars
($102,000) for the second year of the Employment Period.
b. Benefits. During the Employment Period, Employee will be entitled
to participate in all employee benefit plans offered by FKW. Such benefits shall
become available in accordance with FKW's customary policies, which benefits are
subject to change at any time at FKW's sole and exclusive discretion. Employee
shall be entitled to reasonable periods of paid vacation during the Employment
Period, the length and timing of which shall be subject to Employee's direct
supervisor's prior written approval in each instance.
4. EXPENSES; TRAVEL. Employee will be entitled to reimbursement during
the Employment Period for travel and other out-of-pocket expenses reasonably or
necessarily incurred in the performance of Employee's duties hereunder in
accordance with FKW's regular practices and procedures. Employee shall be
entitled to business class air transportation (if available) on FKW-authorized
business trips of four hours or longer.
5. TERMINATION
a. Termination for Cause. Notwithstanding anything in this Agreement
to the contrary, FKW may immediately terminate Employee's employment if: (i)
Employee is convicted of or pleads guilty or nolo contendere to any felony; (ii)
Employee embezzles any FKW funds or assets; (iii) Employee becomes physically or
mentally disabled and, as such, has utilized any and all benefits available to
Employee pursuant to state and federal family and medical leave laws and is
either (a) unable to reasonably and effectively carry out Employee's duties with
reasonable accommodations by FKW, or (b) unable to reasonably and effectively
carry out Employee's duties because any reasonable accommodations which may be
required would cause FKW undue hardship; or (iv) Employee fails or refuses to
perform Employee's reasonable and customary duties hereunder, fails to comply
with any lawful order or directive of Employee's superiors, violates any of
FKW's policies (such as FKW's nonharassment policy and Conflict of Interest
Statement) which if violated would expose FKW to civil and/or criminal
liability, or materially breaches any of the promises, covenants, obligations,
representations, or warranties made or imposed upon Employee as set forth in
this Agreement. If FKW terminates the Employment Period pursuant to this
paragraph 5.a. and subsequently is adjudicated to have improperly terminated the
Employment Period, Employee's right to any accrued and unpaid amounts owed to
Employee will constitute Employee's sole and exclusive remedy regarding
Employee's termination, and, to the maximum extent permitted by law, Employee
irrevocably
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waives the right to claim any other damages or compensation of any nature
whatsoever by reason of Employee's termination.
b. Termination by Reason of Death. Notwithstanding anything set
forth herein to the contrary, the Employment Period will automatically terminate
upon Employee's death, and Employee's estate shall be entitled to any accrued
and unpaid amounts owing to Employee pursuant to paragraph 3a and 3)b hereof as
of the effective date of termination.
6. EMPLOYEE REPRESENTATIONS AND WARRANTIES. Employee represents and
warrants to FKW as follows:
a. Authority. Employee has all necessary right, power, and authority
to enter into this Agreement and to carry out the transactions contemplated by
this Agreement. Employee is under no legal or other disability which would make
this Agreement void or voidable.
b. No Pending Litigation. There are no actions, suits, or proceedings
pending or, to the best of Employee's knowledge, threatened against or affecting
Employee before any court or administrative law office or agency which may
materially and adversely affect Employee's ability to perform Employee's duties
pursuant to this Agreement.
c. No Promises Not Expressly Contained Herein. No person acting or
purporting to act on behalf of FKW has made any promise not expressly set forth
in this Agreement to Employee as an inducement to Employee to accept employment
hereunder.
d. Binding Agreement. This Agreement has been duly signed and
delivered to FKW by Employee, and is a legal, valid, and binding obligation of
Employee, enforceable in accordance with its terms. Neither the execution or
delivery of this Agreement constitutes a breach of any contract or any
obligation to which Employee is a party and Employee is under no contractual or
restriction or limitation which is inconsistent with the execution and delivery
of this Agreement, with the performance of Employee's obligations hereunder or
with FKW's rights hereunder.
7. COMPETITION. Employee represents and warrants that Employee will not
at any time during the Employment Period, directly or indirectly participate or
engage in any business, or organize any business or venture, which is
competitive with or similar to the business of FKW, its parent, or any
subsidiary or affiliate of FKW or its parent by becoming an owner, officer,
director, shareholder, partner, associate, employer, or agent with respect to
any such business or venture. The foregoing does not prohibit your ownership of
less than one percent (1%) of the outstanding common stock of any corporation
whose shares are publicly traded.
8. CONFIDENTIALITY. Unless expressly authorized by FKW, Employee shall
not, at any time during or after the Employment Period, directly or indirectly
disclose to any third party, or authorize any third party to use, any
confidential or proprietary information relating to FKW's business or that of
its parent(s), including without limitation, its or their ownership, all sources
of financing or proposed financing, all methods of production, all details
concerning the methods by which FKW or its parent(s) operates its or their
business, all plans for
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future development, and all other information regarding FKW or its parent(s) not
readily available to the public. At the termination of the Employment Period,
Employee agrees to deliver to FKW all confidential information relating to FKN
or its parent(s) in Employee's possession, including, without limitation, all
discs, materials, equipment and any other document, medium, property,
reproduction or other item belonging to (or containing information belonging to)
FKW, its parent(s), or its or their successors or assigns, and will not retain
any copies of such items.
9. NO SOLICITATION. Employee shall not, at any time during the Employment
Period or within one (1) year after termination of employment hereunder,
regardless of the reason for the termination, directly or indirectly solicit any
employee of FKW, its parent(s), or any subsidiary or affiliate of FKW or its
parent (s), to leave its employ or join the employ of or render services to any
other person, firm, or corporation.
10. UNIQUE SERVICES; INJUNCTIVE RELIEF. The services to be furnished by
Employee hereunder and the rights and privileges granted to FKW by Employee are
of a special, unique, unusual, extraordinary, and intellectual character which
gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in any action at law, and a breach by Employee
of any of the provisions contained herein will cause FKW irreparable injury and
damage. Accordingly, to prevent any such breach or threatened breach, and in
addition to any other relief to which FKW may otherwise be entitled, FKW will be
entitled to immediate temporary, preliminary, and permanent injunctive relief
through appropriate legal proceedings in any court with jurisdiction, without
proof of actual damages that have been incurred or may be incurred by FKW with
respect to such breach or threatened breach. Employee expressly agrees that FKW
will not be required to post any bond or other security as a condition to
obtaining any injunctive relief pursuant to this Section 10 and Employee
expressly waives any right to the contrary.
11. NOTICES. All notices, requests, demands, or other communication
(collectively "Notice") given to any party pursuant to this Agreement will not
be effective unless given in writing to the parties at their respective
addresses as set forth below:
If to FKW, at: 0000 Xxxxxx Xxxx., 0xx Xxxxx
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxx
If to Employee, at: 000 Xxxxxx Xx., #000
Xxxxx Xxxxxx, XX 00000
Notice will be deemed duly given (i) when delivered personally or when
actually delivered by telegram or courier, or (ii) if mailed, seventy-two (72)
hours after deposit in the United Stated mail, certified mail, postage prepaid,
or (iii) sent by facsimile one business day after the facsimile is properly
sent, provided that a copy of the notice is concurrently sent to the intended
recipient by United States mail, certified mail, postage prepaid. The addresses
of the parties for the purposes of providing Notice pursuant to this Section may
be changed from time-to-time, by Notice to the other party duly given in the
foregoing manner.
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12. CONFLICT OF INTEREST. Employee acknowledges receipt of and agrees to
adhere at all times during the Term to the provisions of FKW's Conflict of
Interest Statement.
13. RELATIONSHIP OF PARTIES; RESULTS AND PROCEEDS; NAME AND LIKENESS.
Employee acknowledges that the relationship between the parties hereto is
exclusively that of employer and employee and that FKW's obligations to Employee
are exclusively contractual in nature. FKW shall be the sole owner of all the
results and proceeds of Employee's services hereunder, including, but not
limited to, all ideas, concepts, formats, suggestions, developments,
arrangements, designs, packages, programs, promotions, and other intellectual
properties which Employee may create in connection with and during the Term of
employment hereunder, free and clear of any claims by Employee (or anyone
claiming under you) or any kind or character whatsoever (other than Employee's
right to compensation hereunder). Employee shall execute such assignments,
certificates, or other instruments as the FKW may deem necessary or desirable
from time to time to evidence, establish, maintain, perfect, protect, enforce or
defend its right, title, and interest in or to any such properties. FKW shall
have the right to use your name, biography, and likeness in connection with its
business, including advertising its products and services, and may grant this
right to others, but not for use as a direct endorsement.
14. AMENDMENT; WAIVER. This Agreement may be amended, supplemented,
modified, or rescinded only through an express written instrument signed both by
FKW's President and by Employee. Each party may specifically and expressly waive
in writing any portion of this Agreement or any breach hereof, but no such
waiver will constitute a further or continuing waiver of any proceeding or
succeeding breach of the same or any other provision. Employee may not assign
any obligation or right of Employee hereunder. The consent by one party to any
act for which, such consent was required will not be deemed to imply consent, or
a waiver of the necessity of obtaining such consent, for the same or similar
acts in the future.
15. ASSIGNABILITY. This Agreement is personal to Employee and, therefore,
Employee's rights and obligations hereunder cannot be assigned. FKW shall have
the right to assign this Agreement, in whole or in part, for all or a portion of
the Employment Period, to any third party that agrees to assume FKW`s
obligations hereunder.
16. SEVERABILITY. Each provision of this Agreement is intended to be
severable and if any term or provision hereof is determined invalid or
unenforceable for any reason, such unenforceability or invalidity will not
effect the enforceability or validity of the remainder of this Agreement.
17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original, but all of which
together will constitute one and the same instrument.
18. INTERPRETATION. The language and all parts of this Agreement will in
all cases be construed simply according to its fair meaning and not strictly for
or against any party. Wherever the context requires, all words used in the
singular will be construed to have been used in the plural and vice versa, and
each gender will include the other gender. The captions of the sections of this
Agreement are for convenience only and will not effect the construction or
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interpretation of any of the provisions herein. This Agreement will be governed
by the laws of the State of California applicable to agreements executed and
fully performed in California, regardless of where actually executed or
performed.
19. ENTIRE AGREEMENT. This Agreement contains the entire and complete
understanding between the parties concerning this subject matter and all
representations, agreements, arrangements or understandings between or among the
parties, whether oral or written have been fully and completely merged herein
and are superseded hereby.
20. SUCCESSORS. This Agreement will be binding upon and inure to the
benefit of the parties and their respective heirs, legacies, legal
representatives, personal representatives, successors, and permitted assigns.
IN WITNESS HEREOF, the parties have entered into this Agreement as of the
date set forth above.
FOX KIDS WORLDWIDE L.L.C.
By: /s/ Xxx Xxxxx
----------------------------------
XXX XXXXX
Its:
/s/ Xxxxx Xxxxxx
------------------------------
XXXXX XXXXXX
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AMENDMENT TO EMPLOYMENT AGREEMENT
This agreement, date as of January 1, 1998, shall serve as an amendment to
the Employment Agreement dated as of February 3, 1997 between Fox Kids
Worldwide, L.L.C. ("FKW") and Xxxxx Xxxxxx ("Employee") ("the Agreement").
The parties agree as follows:
1. Fox Kids Worldwide, L.L.C. shall be replaced throughout the Agreement
with Fox Kids Worldwide, Inc.
2. A new paragraph c shall be added to the Agreement as follows:
c. Second Option To Continue Term. Employee acknowledges that FKW
has exercised its option to continue Employee's term under paragraph l.a. of the
Agreement, and that the Extended Term shall commence January 1, 1998 and expire
December 31, 1998. FKW shall have the irrevocable option to continue the term of
Employee's employment for the period January 1, 1999 through December 31, 1999
("Second Extended Term") by delivering written notice to Employee by no later
than October 1, 1998.
3. Paragraph 2.a of the Agreement shall be revised to reflect that
Employee will be employed as Vice President, Business and Legal Affairs.
4. Paragraph 3.a.2 of the Agreement shall be amended to reflect that
Employee's salary during the extended Term (which commences January 1, 1998 and
expires December 31, 1998) shall be One Hundred Twenty Five Thousand Dollars
($125,000).
5. A new paragraph 3a.3 shall be added to the Agreement as follows:
3.a.3. If FKW extends the Employment period as set forth is paragraph
1.c hereof, Employee's salary for the Second Extended Term shall be One Hundred
Forty Thousand Dollars ($140,000).
6. A new paragraph __c shall be added to the Agreement as follows:
c. Stock Option. During the Employment Period, to the extent that
FKW establishes a stock option plan which covers FKW's executives generally,
Employee shall be entitled to participate in such plan pursuant to the terms
thereof.
7. The address for notice to FKW at paragraph 11 of the Agreement shall
be amended as follows:
If to FKW, at 00000 Xxxxxxxx Xxxxxxxxx
Xxx Xxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxxxxx
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All terms not amended herein shall remain in full force and effect.
AGREED AND ACCEPTED:
FOX KIDS WORLDWIDE, INC. ("FKW") XXXXX XXXXXX ("Employee")
BY: /s/ Xxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxx
--------------------------- ----------------------------------
Xxxxx Xxxxxxxxxx Xxxxx Xxxxxx
ITS: Sr. V.P.
---------------------------
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This agreement, dated as of September 9, 1998, shall serve as an amendment
to the Employment Agreement dated as of February 3, 1997 as amended as of
January 1, 1998 between Fox Kids Worldwide, L.L.C. ("FKW") and Xxxxx Xxxxxx
("Employee") ("the Agreement").
The parties agree as follows:
1. Fox Kids Worldwide L.L.C. shall be replaced throughout the agreement
with Fox Family Worldwide, Inc. ("FFW").
2. Paragraph 3.a.2 of this Agreement shall be amended to reflect that
Employee's salary commencing September 1, 1998 shall be increased to One Hundred
Forty Thousand Dollars ($140,000) a year.
3. Paragraph 3.a.3 of the Agreement shall be amended to read as follows:
3.a.3 If FKW extend the Employment period as set forth in paragraph
2c hereof, Employee's salary for the Second Extended Term shall be One Hundred
Fifty Five Thousand Dollars($155,000).
All terms not amended herein shall remain in full force and effect.
AGREED AND ACCEPTED:
FOX FAMILY WORLDWIDE, INC. ("FKW") XXXXX XXXXXX ("Employee")
BY: /s/ Xxxxx Xxxxxxxxxx /s/ Xxxxx Xxxxxx
------------------------------ ----------------------------
Xxxxx Xxxxxxxxxx Xxxxx Xxxxxx
ITS: Sr. V.P.
----------------------------
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THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------------
This Amendment dated as of May 24, 1999 shall serve as an amendment to the
Employment Agreement dated as of February 3, 1997 between FOX KIDS WORLDWIDE,
LLC. and XXXXX XXXXXX ("Employee") as amended.) January 1, 1998 and September 9,
1998 (the "Agreement") as follows:
1) Fox Family Worldwide Inc. shall be replaced throughout the Agreement
with Fox Family Management, LLC. ("FFM").
2) This Amendment shall take effect on May 25, 1999 and shall be deemed
to replace paragraphs 1 and 1 (a) of the Agreement in their entirety. The
following constitutes the language of the new paragraph 1:
1. Term. The term of this Amendment shall commence on May 25, 1999
----
and terminate on December 31, 2001 FFM shall have the irrevocable option to
continue the term of Employee's employment through December 31, 2002 by
delivering written notice to Employee by no later than October 1, 2001.
3) Paragraph 2(a) of the Agreement shall be revised to reflect that
Employee will be employed as Senior Vice President, Business and Legal Affairs
effective December 31, 1999.
4) Paragraph 3 (a) of the Agreement shall be amended by adding new
paragraphs 3(a)(3), (4) and (5) as follows:
3(a)(3) One Hundred Eighty-Five Thousand Dollars ($185,000) from
January 1, 2000 through December 31, 2000.
(4) Two Hundred Five Thousand Dollars ($205,000) from January 1, 2001
through December 31, 2001.
(5) If FFM extends fix term as set forth in paragraph 2 of this
Amendment, Two Hundred Twenty Thousand Dollars ($220,000).
5) Paragraph 4 of the Agreement shall be amended by adding a new
grammatical paragraph which shall read as follows:
"The Company will reimburse Employee for the installation of a
facsimile machine (to be furnished by Company) in her home and will
reimburse her for all business transmissions made from such facsimile
machine as well as all business calls made from Employee's cell
phone."
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All terms not amended herein shall remain in full force and effect.
AGREED AND ACCEPTED:
FOX FAMILY MANAGEMENT, LLC
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxxx
----------------------- --------------------------
Xxxx Xxxxxxx XXXXX XXXXXX ("EMPLOYEE")
Its: Authorized Signatory
---------------------
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FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment dated as of June 4, 2000 shall serve as an amendment to the
Employment Agreement dated as of February 3, 1997 between FOX KIDS WORLDWIDE,
L.L.C and XXXXX XXXXXX ("Employee") as amended January 1, 1998, September 9,
1998 and May 24, 1999.
1. Paragraph 3(a) of the Agreement shall be amended by amending
paragraphs 3(a)(3) (4) and (5) as follows:
"(3)(a)(3) One Hundred Eighty Five Thousand Dollars ($185,000) from
January 1, 2000 through June 5, 2000 and $205, 000 thereafter through December
21, 2000.
(4) Two Hundred Twenty Five Thousand Dollars ($225,000) for the period
January 1, 2001 through December 31, 2001.
(5) If FFM extends the term through December 31, 2002 Two Hundred
Forty Five Thousand Dollars ($245,000) for the period January 1, 2002 through
December 31, 2002."
All terms not amended therein shall remain in full force and effect.
AGREED AND ACCEPTED:
FOX FAMILY MANAGEMENT, L.L.C.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxxx
------------------------ --------------------------
Xxxx Xxxxxxx XXXXX XXXXXX ("Employee")
Its: Authorized Signatory
-----------------------
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FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment dated as of June 19, 2000 shall serve as an amendment to the
Employment Agreement dated as of February 3,1997 between FOX KIDS WORLDWIDE,
L.L.C and XXXXX XXXXXX ("Employee") as amended January 1, 1998, September 9,
1998, May 24, 1999 and June 4, 2000 ("the Agreement") as follows:
1. This Amendment, shall take effect on June 19, 2000 and shall be deemed
to replace paragraphs 1 and 1 (a) of the Agreement in their entirety. The
following constitutes the language of the new paragraph 1:
1. Term. The term of this Amendment shall commence on June 19, 2000
----
and terminate on December 31, 2002.
2. Paragraph 3(a) of this Agreement shall be amended by deleting
paragraphs 3(a)(3), (4) and (5) in their entirety and replaced by the following:
(3)(a)(3) A gross annual salary of Two Hundred Twenty Five Thousand
Dollars ($225,000) from June 19 2000 through December 31, 2000.
(4) A gross annual salary of Two Hundred Forty Five Thousand Dollars
($245,000) from January 1, 2001 through December 31, 2001.
(5) A gross annual salary of Two Hundred Sixty Five Thousand Dollars
($265,000) from January 1, 2002 through December 31, 2002.
(6) In addition thereto, commencing June 19, 2000 you shall be
entitled to receive a gross monthly salary of fifteen thousand dollars ($15,000)
for each month that you act as interim head of Business and Legal Affairs.
All terms not amended herein shall remain in full force and effect.
AGREED AND ACCEPTED:
FOX KIDS WORLDWIDE, INC. ("FKW")
By: /s/ Xxxx Xxxxxxx /s/ Xxxxx Xxxxxx
--------------------------- -------------------------
Xxxx Xxxxxxx XXXXX XXXXXX ("Employee")
Its: Authorized Signatory
--------------------------
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AMENDMENT
This sixth amendment dated as of May 16, 2001 is to that certain contract
between FOX FAMILY MANAGEMENT, LLC, successor in interest to FOX KIDS WORLDWIDE,
LLC, "we," "us" and "our") and XXXXX XXXXXX ("you" and "your") dated as of
February 3, 1997, as previously amended, January 1, 1998, September 9, 1998, May
24, 1999, June 4, 2000 and June 19, 2000, (the "Contract").
1. A new paragraph shall be added at the end of paragraph 1 which shall
read as follows:
"In the event we do not intend to renew your Contract, we shall give
you notice no later than July 1, 2002." "You shall be headquartered in
Los Angeles, California and shall not be required to relocate to
another city without your prior written consent which may be withheld
for any reason or no reason."
2. Paragraph "2a" of the Contract will be deleted in its entirety and
shall be replaced with the following:
"a. Title. We are employing you, and you agree to serve as head of
-----
the Business and Legal Affairs Department with the title of Senior
Vice President,"
3. Paragraphs "3(a)(4)", "3(a)(5)" and "3(a)(6)" are deleted in their
entirety and replaced with the following:
"(4) A gross annual salary of Four Hundred and Twenty Five Thousand
Dollars ($425,000) from July 1, 2001 through December 31, 2001.
(5) A gross annual salary of Four Hundred Forty Five Thousand
Dollars
($445,000) from January 1, 2002 through December 31, 2002."
Except as set forth above, all of the terms of the Contract shall remain
unchanged and in full force and effect.
IN WITNESS THEREOF, you and we have entered into this amendment to the
Contract as of the dates as set forth above.
FOX FAMILY MANAGEMENT, LLC
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxx X. Xxxxxxx
----------------------- ---------------------
XXXXX X. XXXXXX XXXX X. XXXXXXX
Its: Authorized Signatory
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