Exhibit 10.12
Xxxx Xxxxx
Los Angeles, California
Dear Mr. She11:
This letter, when executed by both you and Fox/Liberty Networks, LLC
(hereinafter referred to as "the Company"), will confirm the agreement between
you and the Company relating to your employment by the Company, and will
supersede all prior agreements between you and the Company relative to your
employment with the Company.
1. (a) The Company hereby employs you for a period commencing September 1,
1997 and ending September 30, 1999. In addition, the Company shall have an
irrevocable option exercisable at its discretion to employ you for an additional
twelve month period pursuant to this agreement, commencing on October 1, l999
and ending September 30, 2000. The exercise of such option shall be on not less
than 120 days written notice to you prior to the expiration of the term set
forth above.
(b) If you continue in the employ of the Company after the end of the
above term or the additional period, your employment shall be on an at will
basis, subject to the provision of Paragraph 13. hereof, at the weekly salary
rate paid during your last regular pay period hereunder.
2. You shall perform such duties consistent with your position set forth in
paragraph 3.(a), as are assigned to you from time to time (and agree to take
such trips both within and outside the United States as shall be determined to
be desirable) by the Company's Board of Directors, its Executive Committee,
Chairman of the Board, Vice Chairman of the Board, and President, Executive Vice
President or persons occupying substantially identical positions thereto.
3. (a) You shall serve as Chief Financial Officer and Executive Vice
President. You shall report to the President and Chief Executive
Officer.
(b) If you are elected a member of the Board of Directors or to any
other office of the Company or any of its affiliates, you agree to serve
in such capacity or capacities without additional compensation.
4. You hereby accept such employment and agree to devote the time and
attention necessary to fulfill the duties of your employment hereunder.
5. You shall render your services in Los Angeles, California and at such
places as the Company shall designate from time to time on a temporary basis.
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6. For your services hereunder, the Company will, during the term of your
employment described in Paragraph 1.(a) hereof, on regular pay dates as then
in effect under applicable Company policy, pay you at rate of:
(a) $330,000 per annum for the twelve month period from September 1,
l997 through August 31, 1998;
(b) $360,000 per annum for the thirteen month period from September l,
1998 through September 30, 1999:
(c) $400,000 per annum for the twelve month option period, if exercised,
commencing October 1, 1999 through September 30, 2000.
7. (a) You agree that during the term of your employment, you will have
no interest, directly or indirectly, in any motion picture or television
program producing, distributing or exhibiting business, or in any
broadcasting, cable or film laboratory business or in any related business
other than the Company and its affiliates, and you will perform no services
for any person, firm or corporation engaged in any such business. The
foregoing does not prohibit your ownership of less than one percent (1%) of
the outstanding common stock of any company whose shares are publicly
traded.
(b) Enclosed is a copy of the News Corporation Limited Standard of
Business Conduct Statement. You agree to abide by the provisions of this
statement at all times during your employment by the Company.
8. You will not during the term of your employment and for a period of two
years thereafter, directly or indirectly, induce or attempt to induce any
managerial, sales or supervisory employee of the Company or its affiliates to
render services to any other person, firm or corporation.
9. (a) You acknowledge that the relationship between the parties hereto is
exclusively that of employer and employee and that the Company's
obligations to you are exclusively contractual in nature. The Company
shall be the sole owner of all the fruits and proceeds of your services
hereunder, including, but not limited to, all ideas, concepts, formats,
suggestions, developments, arrangements, designs, packages, programs,
promotions and other intellectual properties which you may create in
connection with and during the term of your employment hereunder, free
and clear of any claims by you (or anyone claiming under you) of any kind
or character whatsoever (other than your right to compensation
hereunder). You shall, at the request of the Company, execute such
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assignments, certificates or other instruments as the Company may from
time to time deem necessary or desirable to evidence, establish,
maintain, perfect, protect, enforce or defend its right, title and
interest in or to any such properties.
(b) A11 memoranda, notes, records and other documents made or compiled
by you, or made available to you during the term of this Agreement
concerning the business of the Company or its affiliates shall be the
Company's property and shall be delivered to the Company on the
termination of this Agreement or at any other time on request. You
shall keep in confidence and shall not use for yourself or others, or
divulge to others, any information concerning the business of the
Company or its affiliates which is not otherwise publicly available and
which is obtained by you as a result of your employment, including but
not limited to, trade secrets or processes and information deemed by the
Company to be proprietary in nature, unless disclosure is permitted by
the Company or required by law.
(c) The Company shall have the right to use your name, approved
biography and approved likeness in connection with its business,
including in advertising its products and services, and may grant this
right to others, but not for use as a direct endorsement.
(d) The covenants set forth above in this paragraph shall survive the
termination of this Agreement.
10. You shall be eligible to participate in all employee benefit plans of
the Company including, without limitation, stock appreciation plan and bonus
available to other comparable executives of the Company and your eligibility to
participate in such plans shall be governed by the rules applicable to
comparable executives.
11. The services to be furnished by you hereunder and the rights and
privileges granted to the Company by you 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 you of any of the provisions contained herein
will cause the Company irreparable injury and damage. You expressly agree that
the Company shall be entitled to seek injunctive and other equitable relief to
prevent a breach of this Agreement by you. Resort to such equitable relief,
however, shall not be construed as a waiver of any preceding or succeeding
breach of the same or any other term or provision. The various rights and
remedies of the Company hereunder shall be construed to be cumulative and no one
of them shall be exclusive of any other or of any right or remedy allowed by
law.
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12. The Company's engagement of you hereunder is subject to your compliance
with the terms and provisions of the Federal Immigration and Naturalization Act.
You shall provide the Company or its designee with such proof of your United
States citizenship or authorization to work in the United States and to complete
all forms required by the Immigration and Naturalization Services, you
acknowledge that this Agreement shall not become effective and you shall not be
entitled to any compensation hereunder unless and until you comply with the
provisions of this Paragraph 12.
13. In consideration of the making of this Agreement, as well as of the
other consideration stated herein, you expressly agree that any contract,
agreement or understanding between you and the Company with respect to severance
or termination pay, notice of severance or termination, or pay in lieu of notice
of severance or termination previously extended to you whether by way of
contract, letter, or Company termination policy, is hereby rescinded. You
further agree that if continue in the employ of the Company after the end of
this Agreement, your employment will be at-will and may be terminated in
accordance with the provisions of such then existing Company policies as may
then be in effect applicable to comparable executives of the Company.
14. All notices either party is required or desires to give to the other
shall be in writing and addressed as follows:
(a) To Employee: Xx. Xxxx Xxxxx
c/o Fox/Liberty Networks, L.L.C.
0000 X. Xxxxxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
With copy to: Xx. Xxxxx X. Xxxxxx
Hansen, Jacobson, Teller & Hoberman
000 X. Xxxxxxx Xx., 0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000-0000
(b) To the Company: Xx. Xxxxxx Xxxxxx
Fox Liberty Networks, L.L.C.
0000 X. Xxxxxxxxx Xxxx.
Xxx Xxxxxxx, XX 00000
15. This Agreement shall be governed by the laws of the State of California
applicable to contracts performed entirely therein.
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16. This Agreement shall inure to the benefit of the successors and general
assigns of the Company and to the benefit of any other corporation or entity
which is a parent, subsidiary or affiliate of the Company to which this
Agreement is assigned, and any other corporation or entity into which the
Company may be merged or with which it may be consolidated. Except as herein
provided, this Agreement shall be nonassignable.
Sincerely,
FOX/LIBERTY NETWORKS, LLC
By /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
President & Chief Executive Officer
2/4/98
-------------------------------------
Date
THE FOREGOING IS AGREED TO:
/s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
2/3/98
--------------------------------
Date
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