EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT ("Agreement") made and entered as of
September 27, 1995 by and between NATIONAL MEDIA CORPORATION (the "Company"), a
Delaware corporation and XXXXX XxXXXXX (the "Executive").
Background
The Company desires to employ Executive as the Chairman of the
Board of Directors of the Company (the "Board") and the Chairman of the
Executive Committee of the Board (the "Executive Committee") and Executive
desires to accept such employment. The parties further desire to set forth
herein the terms and conditions of the Executive's employment by the Company.
Accordingly, in consideration of the mutual covenants and agreements set forth
herein and the mutual benefits to be derived herefrom, and intending to be
legally bound hereby, the Company and the Executive agree as follows:
1. Employment.
(a) Duties. The Company shall employ the
Executive, on the terms set forth in this Agreement, as its Chairman of the
Board and Chairman of the Executive Committee. The Executive accepts such
employment with the Company and shall perform and fulfill such duties as are
reasonably assigned to him hereunder by the Board, devoting his best efforts and
professional time and attention to the performance and fulfillment of his duties
and to the advancement of the interests of the Company, subject only to the
direction, approval, control and directives of the Board. Nothing contained
herein shall be construed, however, to prevent the Executive from investing,
trading in or managing, for his own account and benefit, stocks, bonds,
securities, real estate, commodities or other forms of investments (subject to
law and Company policy with respect to trading in Company securities), or
serving on noncompetitive corporate boards.
(b) Place of Performance. In connection with
his employment by the Company, the Executive shall be based in the Philadelphia,
Pennsylvania metropolitan area, except for required travel on Company business.
Company shall furnish Executive with office space, stenographic assistance and
such other facilities and services as shall be suitable to Executive's position
and sufficient and satisfactory to the Executive for the performance of his
duties as Chairman of the Board and Chairman of the Executive Committee.
2. Term.
The Executive's employment under this Agreement shall
commence as of September 27, 1995 (the "Commencement Date") and shall, unless
sooner terminated in accordance with the provisions hereof, continue
uninterrupted for an initial two year term expiring September 30, 1997 and
thereafter shall be automatically renewed for successive two-year periods unless
terminated by either party upon one (1) year written notice prior to the end of
any Term. As used herein, the term "Term" shall refer to such initial term and
any renewal term then in effect.
3. Compensation.
(a) Salary. During the Term, the Executive
shall be paid an annual salary of at least $300,000 (the "Base Salary") payable
in installments at such times as the Company customarily pays its other senior
executive employees (but in any event no less often than monthly). The Base
Salary may be increased from time to time by the Board of Directors as
conditions warrant including, but not limited to, Executive's performance as
determined by the Board of Directors. In no event shall Executive's Base Salary
be less than $300,000 in any year during the Term.
(b) Incentive Pay.
(i) In addition to the Base Salary
provided for in Section 3(a) of this Agreement, (1) the Executive shall
participate in the Company's 1995 Management Incentive Plan ("MIP") and (2) all
options granted to Executive in connection with that certain Employment
Agreement dated as of November 30, 1994 by and between Executive and the Company
(the "Prior Employment Agreement") are immediately hereby vested; provided,
however, that all such options which Executive fails to exercise on or prior to
December 31, 1995 shall revert to the vesting schedule set forth in the original
option agreement delivered in connection with the Prior Employment Agreement.
(ii) As an inducement to the Executive to
increase shareholder value, the Company hereby grants non-qualified stock
options to the Executive (the "Options") to purchase up to 100,000 shares (the
"Shares") of the Company's common stock, $.01 par value ("Common Stock"). The
specific terms of such grant shall be set forth in a separate stock option
agreement made under and subject to the terms of the Company's 1991 Stock Option
Plan, as amended (the "Plan"), with the exercise price under the Options to be
$12.99 per share, the fair market value of a share of Common Stock as of the
date hereof. The Options shall expire ten (10) years from the date hereof and
shall vest as follows:
(1) one third of the Shares
shall vest on September 27,
1996;
(2) one third of the Shares
shall vest on September 27,
1997; and
(3) one third of the Shares
shall vest on September 27,
1998.
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(iii) As a further inducement to
the Executive to increase shareholder value, the Company hereby grants to the
Executive, contingent upon the subsequent approval of such grant by the
Company's shareholders, non-qualified stock options (the "Additional Options")
to purchase up to 110,000 shares (the "Additional Shares") of Common Stock. The
specific terms of such conditional grant shall be set forth in a separate stock
option agreement made under and subject to the terms of the Plan, with the
exercise price under the Additional Options to be $12.99 per share, the fair
market value of a share of Common Stock as of the date hereof. If approved by
the Company's shareholders, the Additional Options shall expire ten (10) years
from the date hereof and shall vest as follows:
(1) one third of the Additional
Shares shall vest on
September 27, 1996;
(2) one third of the Additional
Shares shall vest on
September 27, 1997; and
(3) one third of the Additional
Shares shall vest on
September 27, 1998.
If the Company's shareholders do not approve the Additional Options at their
next annual meeting or a prior special meeting, the Additional Options shall,
immediately following the occurrence of the next annual meeting, be deemed to
automatically be converted into five (5) year cash only stock appreciation
rights having an established price of $12.99 per share and otherwise having
terms and conditions substantially similar to those of the Additional Options.
Such stock appreciation rights shall, if the Additional Options are not
approved, be considered to be granted immediately following the annual meeting.
To the extent allowable under the Plan, (a) the Options and the Additional
Options vested through the date of any termination hereunder shall be
exercisable in accordance with the Plan and the option agreement delivered
thereunder, regardless of the manner of termination; and (b) notwithstanding the
foregoing, upon the death of Executive during the existence of such Options
and/or Additional Options, all unvested portions thereof shall immediately vest.
(c) Health Insurance and Other Benefits. During
the Term, the Executive shall receive all employee benefits offered by the
Company to its senior executives and key management employees, including,
without limitation, all pension, profit sharing, retirement, salary
continuation, deferred compensation, disability insurance, hospitalization
insurance, major medical insurance, medical reimbursement, survivor income, life
insurance and any other benefit plan or arrangement established and maintained
by the Company, subject to the rules and regulations then in effect regarding
participation therein. Unless such change is required by federal, state or local
law, the Company shall not make any changes in any employee benefit plan or
arrangement that would result in a disproportionately greater reduction in the
rights of, or benefits to, the Executive compared with any other senior
executive of the Company.
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(d) Club Membership. The Company shall pay
Executive's annual membership dues at a luncheon club in the Philadelphia
metropolitan area chosen by the Executive.
4. Life Insurance.
(a) Purchase. Provided that Executive is
insurable at rates that are comparable to those obtainable on other persons of
similar age and position in good health (if Executive is classified in a higher
risk category he may elect to pay the excess premium cost to obtain the
coverage), during the Term, the Company shall provide the Executive, or at the
option of the Executive, the Executive's Life Insurance Trust, with a
company-paid term life insurance policy in the face amount of $1,000,000. At the
Executive's option, Executive may obtain an insurance policy in lieu of a policy
provided by the Company hereunder, and the Company shall pay premiums therefor
as set forth in invoices presented to the Company; provided the Company shall
not be required to pay premiums in excess of the out-of-pocket costs it would
otherwise have incurred had it purchased such policy directly. The owner of such
life insurance policy shall be the Executive or the Executive's Life Insurance
Trust, as directed by the Executive.
(b) Payment of Premiums. The Company shall
timely pay all premiums for such life insurance whether provided by the Company
for the Executive or by the Executive's Life Insurance Trust for the Executive.
(c) Medical Examination. The Executive agrees
to submit to all medical examinations, supply all information and execute all
documents required by the insurance company in connection with the issuance of a
policy for such insurance as well as for any key man insurance the Company may
desire to maintain on Executive's life.
5. Reimbursement of Expenses. The Executive shall be
reimbursed for all items of travel, entertainment and miscellaneous expenses
which the Executive reasonably incurs in connection with the performance of his
duties hereunder, provided that the Executive shall submit to the Company such
statements and other evidence supporting said expenses as the Company may
reasonably require.
6. Automobile Allowance. The Company shall pay
Executive a monthly automobile allowance of $600.00.
7. Vacations. The Executive shall be entitled to the
number of paid vacation days in each calendar year determined by the Company
from time to time for its senior executive officers, but not less than three (3)
weeks in any calendar year (prorated in any calendar year during which the
Executive is employed hereunder for less than the entire year in accordance with
the number of days in such calendar year during which he is so employed). The
Executive shall also be entitled to all paid holidays given by the Company to
its senior executive officers.
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8. Termination of Employment.
(a) Death or Total Disability. In the event of
the death of the Executive during the Term, this Agreement shall terminate. The
terms of the option agreements pertaining to the Options and the Additional
options shall control as to the vesting and expiration thereof upon the death of
Executive. In the event of the Total Disability (as that term is defined below)
of the Executive for one hundred eighty (180) days in the aggregate during any
consecutive twelve (12) month period during the Term, the Company shall have the
right to terminate this Agreement by giving the Executive thirty (30) days'
prior written notice thereof, and upon the expiration of such thirty (30) day
period, the Executive's employment under this Agreement shall terminate. If the
Executive shall resume his duties within thirty (30) days after receipt of such
a notice of termination and continue to perform such duties for four (4)
consecutive weeks thereafter, this Agreement shall continue in full force and
effect, without any reduction in Base Salary, other compensation and other
benefits, and the notice of termination shall be considered null and void and of
no effect. Upon termination of this Agreement under this Section 8(a), the
Company shall have no further obligations or liabilities under this Agreement,
except to pay to the Executive's estate or the Executive, as the case may be,
the portion, if any, that remains unpaid of the Base Salary for the period prior
to termination.
The term "Total Disability," as used herein,
shall mean a mental or physical condition which, in the reasonable opinion of an
independent medical doctor mutually selected by the Company and the Executive,
renders the Executive unable or incompetent to carry out the material duties and
responsibilities of the Executive under this Agreement at the time the disabling
condition was incurred. Notwithstanding the foregoing, if the Executive is
covered under any policy of disability insurance under Section 3(c) of this
Agreement, under no circumstances shall the definition of Total Disability be
different from the definition of that term in such policy.
(b) Discharge for Cause. The Company may
discharge the Executive for Cause and thereby immediately terminate his
employment under this Agreement. For purposes of this Agreement, the Company
shall have "Cause" to terminate the Executive's employment if the Executive, in
the reasonable judgment of the Company, (i) materially breaches any of his
agreements, duties or obligations under this Agreement and has not cured or
commenced in good faith to cure such breach within thirty (30) days after
notice; (ii) embezzles or converts to his own use any funds of the Company or
any client or customer of the Company; (iii) converts to his own use or
unreasonably destroys any property of the Company, without the Company's
consent; (iv) is convicted of a felony; (v) is adjudicated as mentally
incompetent; or (vi) is habitually intoxicated or is diagnosed by an independent
medical doctor to be addicted to a controlled substance or any drug whatsoever.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Cause unless and until the Executive has received thirty (30)
days' prior written notice ("Dismissal Notice") of such termination. In the
event the Executive does not dispute such determination within thirty (30) days
after receipt of the Dismissal Notice, the Executive shall not have the remedies
provided pursuant to Section 8(e) of this Agreement.
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(c) Termination Prior to Expiration of Term.
Either party may terminate this Agreement upon sixty (60) days' prior written
notice. Except as provided in Section 8(d) of this Agreement, such termination
shall be without liability to either party.
(d) Termination without Cause or for Good
Reason.
(i) In the event that the Executive's
employment is terminated by the Company without Cause, as defined in Section
8(b) of this Agreement, or the Executive shall resign for "Good Reason," as
defined in Section 8(d)(ii) of this Agreement, then, to the extent provided
below, the Company shall:
(1) pay the Executive in lieu
of other damages, except as specifically provided herein, an amount equal to the
greater of one years' Base Salary at the then current amount or the Base Salary
payable during the balance of the Term of this Agreement. Such amounts shall be
payable in installments equal to installments of Base Salary then payable to
Executive as provided herein until such amount is paid in full. During such
period of payments, the restrictions contained in Section 11(a)(i) of this
Agreement shall be applicable to Executive, except that Executive may accept
employment he might not otherwise accept under Section 11(a)(i) of this
Agreement, in which event payment of salary received from such other employment
shall be deducted from payments made hereunder; and
(2) maintain in full force and
effect, for the continued benefit of the Executive for a period of six (6)
months after termination or for the balance of the Term, whichever is greater,
all employee benefit plans and programs, except option plans and except bonus
plans to the extent the Executive is not employed by the Company for all or a
portion of the period of measurement for the bonus, in which the Executive was
entitled to participate immediately prior to the Executive's discharge or
resignation, provided that the Executive's continued participation is possible
under the general terms and provisions of such benefit plans and programs, and
provided further that any Options unvested and unexercisable at the date of
termination shall then become vested and exercisable. In the event that the
Executive's participation in any such benefit plan or program is barred, the
Company shall arrange to provide the Executive with benefits substantially
similar to those which the Executive is entitled to receive under such plans and
programs. At the end of the period of coverage, the Executive shall have the
option to have assigned to him at no cost and with no apportionment of prepaid
premiums any assignable insurance policy owned by the Company which relates
specifically to the Executive. At the Company's expense, the Executive may elect
at any time during the period that he is receiving payments on account of his
termination of employment to use the services of an outplacement firm of his
choice.
(ii) For purposes of this Section 8(d),
"Good Reason" shall mean the failure by the Company to comply with the material
provisions of this Agreement which failure is not cured within thirty (30) days
after notice. Notwithstanding the foregoing, the Executive shall not be deemed
to terminate this Agreement for Good Reason unless and until the Company has
received five (5) days prior written notice of termination ("Notice of
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Termination for Good Reason"). In the event the Company does not dispute such
termination within thirty (30) days after receipt of such Notice of Termination
for Good Reason, the Company shall not have the remedies provided pursuant to
Section 8(e) of this Agreement.
(e) Arbitration. In the event that the Executive
disputes a determination that Cause exists for terminating his employment
pursuant to Section 8(b) of this Agreement, or the Company disputes the
termination that Good Reason exists for Executive's termination of his
Employment pursuant to Section 8(d)(ii) of this Agreement, either party
disputing this determination shall serve the other with written notice of such
dispute ("Dispute Notice") within thirty (30) days after receipt of the
Dismissal Notice or Notice of Termination for Good Reason. Within fifteen (15)
days thereafter, the Executive or the Company, as the case may be, shall, in
accordance with the Rules of the American Arbitration Association ("AAA"), file
a petition with the AAA for arbitration of the dispute, the costs thereof to be
shared equally by the Executive and the Company unless an order of the AAA
provides otherwise and each party shall be responsible for his or its legal
fees. Such proceeding shall also determine all other disputes between the
parties relating to Executive's employment. The parties covenant and agree that
the decision of the AAA shall be final and binding and hereby waive their rights
to appeal therefrom.
(f) Nonrenewal by Company. If this Agreement is
not renewed for an additional two-year period because of notice given by the
Company pursuant to Section 2 of this Agreement, any Options unvested and
unexercisable at the expiration of the Term of this Agreement shall then become
immediately vested and exercisable.
9. Change in Control. Upon a Change in Control, as
hereinafter defined, notwithstanding anything in this Agreement to the contrary,
the following terms and provisions shall apply:
(a) If, within thirty (30) days following the
Change in Control, there is a Termination of Employment (as defined below), then
the following provisions shall become applicable:
(i) The Executive shall receive an
immediate lump sum payment (within thirty (30) days following the Termination of
Employment), of three (3) years' Base Salary at the then current amount;
(ii) The Executive shall receive an
immediate payment (within thirty (30) days following the Termination of
Employment) of the annual bonuses that the Executive would have been entitled to
receive through the remainder of the Term of this Agreement. For purposes of
this Section 9(a)(ii), the annual bonus that the Executive would have been
entitled to receive for each remaining year in the Term of this Agreement shall
be equal to the last bonus (including amounts paid under the MIP) the Executive
received prior to the Change of Control;
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(iii) All allowances and benefits, as
contained in Sections 3(c) - (d), 4 and 6 of this Agreement, shall be continued
for the full Term of this Agreement; and
(iv) All unvested and unexercised stock
options held by the Executive shall become immediately vested and exercisable by
the Executive.
(b) If a Termination of Employment does not
occur within thirty (30) days following the Change in Control, then the Term of
this Agreement shall be automatically renewed for a two (2) year period
commencing on the date of the Change in Control, in which case all of the terms
and conditions of this Agreement shall remain in full force and effect until the
end of such Term.
(c) As used in this Section 9, "Termination of
Employment" shall mean termination of the Executive's employment (i) by the
Company for any reason, or (ii) by the Executive's death, Total Disability or
resignation.
(d) As used in this Section 9, a "Change in
Control" shall be deemed to have taken place if: (i) subsequent to November 30,
1994, any "Person" (including any individual, firm, corporation, partnership or
other entity except the Executive, the Company or any employee benefit plan of
the Company or of any Affiliate or Associate (each as defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended), and any Person or entity
organized, appointed or established by the Company for or pursuant to the terms
of any such employee benefit plan), together with all Affiliates and Associates
of such Person, shall become the beneficial owner in the aggregate of twenty
percent (20%) or more of the Common Stock of the Company then outstanding; or
(ii) during the Term of this Agreement, individuals who, as of December 1, 1994,
constituted the Board cease for any reason to constitute a majority thereof.
(e) It is the intention of the parties that the
payments under Section 9(a) of this Agreement shall not constitute "excess
parachute payments" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended. Accordingly, notwithstanding anything in this Section
9 to the contrary, if any of the amounts otherwise payable under Section 9(a) of
this Agreement would constitute "excess parachute payments," or if the
independent accountants acting as auditors for the Company on the date of the
Change of Control determine that such payments may constitute "excess parachute
payments," then the cash amounts otherwise payable under Section 9(a) of this
Agreement shall be reduced to the maximum amounts that may be paid without any
such payments or other benefits under this Section 9 constituting, or
potentially constituting, "excess parachute payments."
10. No Mitigation. The Executive shall not be required to
mitigate the amount of any payment or benefit provided for in this Agreement by
seeking other employment or otherwise nor, except as provided herein, shall the
amount of any payment provided for in this Agreement be reduced by any
compensation earned by the Executive as the result of his employment by another
employer.
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11. Restrictive Covenant.
(a) Competition.
(i) Executive undertakes and agrees that
he will not compete, directly or indirectly, or participate as a director,
officer, employee, consultant, agent, representative or otherwise, or as a
stockholder, partner or joint venturer, or have any direct or indirect financial
interest, including, without limitation, the interest of a creditor, in any
business competing directly with the infomercial direct response business of
Company or any of its subsidiaries within any geographical area in which the
business of Company or its subsidiaries is being conducted during Executive's
employment (1) during the Term of this Agreement; (2) for a period of six (6)
months after termination of this Agreement pursuant to Section 8(a) or 8(b) of
this Agreement; and (3) subject to Section 8(d)(i)(1) of this Agreement, for any
period after termination during which payments are made to Executive under
Section 8(d)(i) of this Agreement with respect to termination by the Company or
the Executive pursuant to Section 8(c) or 8(d) of this Agreement.
(ii) Executive further undertakes and
agrees that during the Term of this Agreement and for a period of six (6) months
after the termination or expiration or while payments are made pursuant to
Section 8(d)(i)(1) of this Agreement he will not, directly or indirectly,
employ, cause to be employed, or solicit for employment any of Company's or its
subsidiaries' employees.
(b) Trade Secrets. During the Term hereof and
after termination or expiration for any reason, Executive shall not disclose,
divulge, copy or otherwise use any trade secret of the Company or its
subsidiaries other than any knowledge or information already known to Executive
prior to this Agreement, it being acknowledged that all such new information and
materials compiled or obtained by or disclosed to Executive while employed by
the Company or its subsidiaries hereunder or otherwise are confidential and the
exclusive property of the Company and its subsidiaries.
(c) Injunctive Relief. The parties hereto agree
that the remedy at law for any breach of the provisions of this Section 11 will
be inadequate and that the Company or any of its subsidiaries or other
successors or assigns shall be entitled to injunctive relief without bond. Such
injunctive relief shall not be exclusive, but shall be in addition to any other
rights and remedies Company or any of its subsidiaries or their successors or
assigns might have for such breach.
(d) Scope of Covenant. Should the duration,
geographical area or range of prescribed activities in Section 11(a) of this
Agreement be held unreasonable by any court of competent jurisdiction, then such
duration, geographical area or range of prescribed activities shall be modified
to such degree as to make it or them reasonable and enforceable.
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12. Counsel Fees and Indemnification.
(a) In the event that it shall be necessary or
desirable for the Executive to retain legal counsel and/or incur other costs and
expenses in connection with the enforcement of any and all of his rights under
this Agreement, including participation in any proceeding contesting the
validity or enforceability of this Agreement and any arbitration proceeding
pursuant to Section 8(e) of this Agreement, the Executive shall be entitled to
recover from the Company his reasonable attorney's fees and costs and expenses
in connection with the enforcement of his rights. No fees shall be payable if
the Company is successful on the merits.
(b) The Company shall indemnify and hold
Executive harmless to the maximum extent permitted by law against judgments,
fines, amounts paid in settlement and reasonable expenses, including attorneys'
fees incurred by Executive, in connection with the defense of, or as a result
of, any action or proceeding (or any appeal from any action or proceeding) in
which Executive is made or is threatened to be made a party by reason of any act
or omission of Executive in his capacity as an officer, director or employee of
the Company, regardless of whether such action or proceeding is one brought by
or in the right of the Company, to procure a judgment in its favor. Expenses
(including attorneys' fees) incurred by the Executive in defending any civil,
criminal, administrative, or investigative action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the Executive to
repay such amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Company as authorized in this Section 12(b).
13. Miscellaneous.
(a) Notices. Any notice, demand or
communication required or permitted under this Agreement shall be in writing and
shall either be hand-delivered to the other party or mailed to the addresses set
forth below by registered or certified mail, return receipt requested or sent by
overnight express mail or courier or facsimile to such address, if a party has a
facsimile machine. Notice shall be deemed to have been given and received when
so hand-delivered or after three business days when so deposited in the U.S.
Mail, or when transmitted and received by facsimile or sent by express mail
properly addressed to the other party. The addresses are:
To the Company:
National Media Corporation
0000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
FAX #: (000) 000-0000
Attn: Corporate Secretary
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To the Executive:
Xx. Xxxxx XxXxxxx
000 Xxxxx Xxxxxx
Xxxx Xxxxxx, XX 00000
The foregoing addresses may be changed at any time by notice given in the manner
herein provided.
(b) Integration; Modification. This Agreement
dated the date hereof constitutes the entire understanding and agreement between
the Company and the Executive regarding its subject matter and supersedes all
prior negotiations and agreements, whether oral or written, between them with
respect to its subject matter. This Agreement may not be modified except by a
written agreement signed by the Executive and a duly authorized officer of the
Company.
(c) Enforceability. If any provision of this
Agreement shall be invalid or unenforceable, in whole or in part, such provision
shall be deemed to be modified or restricted to the extent and in the manner
necessary to render the same valid and enforceable, or shall be deemed excised
from this Agreement, as the case may require, and this Agreement shall be
construed and enforced to the maximum extent permitted by law as if such
provision had been originally incorporated herein as so modified or restricted,
or as if such provision had not been originally incorporated herein, as the case
may be.
(d) Binding Effect. This Agreement shall be
binding upon and inure to the benefit of the parties, including their respective
heirs, executors, successors and assigns, except that this Agreement may not be
assigned by the Executive. This Agreement supersedes the Prior Employment
Agreement, which is hereby deemed null and void and of no further force or
effect.
(e) Waiver of Breach. No waiver by either party
of any condition or of the breach by the other of any term or covenant contained
in this Agreement, whether by conduct or otherwise, in any one or more instances
shall be deemed or construed as a further or continuing waiver of any such
condition or breach or a waiver of any other condition, or the breach of any
other term or covenant set forth in this Agreement. Moreover, the failure of
either party to exercise any right hereunder shall not bar the later exercise
thereof.
(f) Governing Law and Interpretation. This
Agreement shall be governed by the laws of the Commonwealth of Pennsylvania
without regard to its conflict of laws rules. Each of the parties agrees that he
or it, as the case may be, shall deal fairly and in good faith with the other
party in performing, observing and complying with the covenants, promises,
duties, obligations, terms and conditions to be performed, observed or complied
with by him or it, as the case may be, hereunder; and that this Agreement shall
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be interpreted, construed and enforced in accordance with the foregoing covenant
notwithstanding any law to the contrary.
(g) Headings. The headings of the various
sections and paragraphs have been included herein for convenience only and shall
not be considered in interpreting this Agreement.
(h) Counterparts. This Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, this Agreement has been executed by the
Executive and on behalf of the Company by its duly authorized officers and
approved by its Compensation Committee, as of the date first above written.
Attest: NATIONAL MEDIA CORPORATION
/s/ Xxxxxxxx Xxxxxxxx By /s/ Xxxx Xxxxxxxxx
------------------------------- ---------------------------------
Secretary Xxxx Xxxxxxxxx, President and
Chief Executive Officer
/s/ Xxxxx XxXxxxx
----------------------------------
Xxxxx XxXxxxx
APPROVED:
COMPENSATION COMMITTEE
By: /s/ Xxx X. Xxxxxx, XX
----------------------------
Xxx X. Xxxxxx, XX, Director,
Chairman of the Compensation
Committee of the Board of
Directors
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