EXHIBIT 10.9
EMPLOYMENT AGREEMENT
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AGREEMENT, dated as of June 1, 1993, between LOEWS THEATRE MANAGEMENT
CORP., a Delaware corporation which maintains corporate offices at ▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("the Company") and ▇▇▇▇ ▇▇▇▇▇▇ ("Employee"),
residing at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
The parties hereby agree as follows:
1. TERM OF EMPLOYMENT.
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(a) The Company hereby employs Employee, and Employee hereby accepts
employment, on the terms and subject to the conditions hereinafter set forth,
for a term (the "Employment Period") commencing on June 1, 1993 and continuing
until May 31, 1996 or, if the term of this Agreement is extended pursuant to
Section 1(b) hereof, until May 31, 1997, or if the term of this Agreement is
further extended pursuant to Section 1(b) hereof, until May 31, 1998, as the
case may be (the "Expiration Date").
(b) The Company shall have the right (the "First Extension Option"),
exercisable upon written notice given to Employee on or before February 29,
1996, to extend the Employment Period, all in accordance with and subject to the
terms and conditions hereof, for an additional one-year period commencing on
June 1, 1996 and continuing until May 31, 1997 (the "First Extension Period").
If the Company exercises the First Extension Option, the Company shall have the
right (the "Second Extension Option"), exercisable upon written notice given to
Employee on or before February 28, 1997, to extend the Employment Period, all in
accordance with and subject to the terms and conditions hereof, for an
additional one-year period commencing on June 1, 1997 and continuing until May
31, 1998 (the "Second Extension Period").
2. DUTIES AND PRIVILEGES. During the Employment Period, Employee shall
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have the title of Senior Vice President - Finance of the Company but shall also
serve as Senior Vice President - Finance of the Sony Pictures Entertainment Inc.
("SPE") Exhibition Group; be responsible to and report to the Senior Vice
President and Controller of SPE or to such other executive as may be designated
by such Senior Vice President or by any officer senior to such Senior Vice
President (the person to whom Employee reports is herein called the "Supervisory
Officer"); perform such services consistent with Employee's position hereunder
as the Supervisory Officer may from time to time require; devote
Employee's entire business time, ability and energy exclusively to the
performance of Employee's duties hereunder; and use Employee's best efforts to
advance the interests and businesses of the Company, its divisions, subsidiaries
and affiliates. Employee's office shall be located at the Company's offices in
the New York Metropolitan area.
3. COMPENSATION.
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(a) The Company shall pay to Employee a salary at the rate of
$170,000 per year during the period from June 1, 1993 through May 31, 1994, at
the rate of $180,000 per year during the period from June 1, 1994 through May
31, 1995, at the rate of $190,000 per year during the period from June 1, 1995
through May 31, 1996, at the rate of $204,250 per year during the First
Extension Period, if any, and at the rate of $219,570 per year during the Second
Extension Period, if any.
(b) During the Employment Period, Employee shall be eligible to
participate in all then-operative employee benefit plans of the Company or its
affiliates which are applicable generally to the Company's executives of
comparable rank to Employee ("Employee Benefit Plans"), subject to the
respective terms and conditions of such Employee Benefit Plans. Nothing
contained in this Agreement shall obligate the Company to adopt or implement any
Employee Benefit Plan, or prevent or limit the Company from making any blanket
amendments, changes, or modifications of the eligibility requirements or any
other provisions of, or terminating, any Employee Benefit Plan at any time
(whether during or after the Employment Period), and Employee's participation in
or entitlement under any such Employee Benefit Plan shall at all times be
subject in all respects thereto.
(c) Employee may be eligible to receive, in the sole and absolute
discretion of the Company, an annual bonus, and the Company's determination
whether or not to pay to Employee a bonus, and the amount and timing of such
bonus, if any, shall be final and binding; provided, however, that Employee
shall receive a minimum guaranteed bonus of $25,000 (the "Minimum Bonus"),
payable in arrears, for each full fiscal year during the Employment Period,
beginning with the fiscal year ending February 28, 1994 (and a pro-rata portion
of the Minimum Bonus for any partial fiscal year during the Employment Period).
Employee acknowledges that the Employee Benefit Plans do not include the Loews
Executive Compensation Plan, and that Employee's eligibility to receive the
Minimum Bonus is in lieu of Employee's participation in the Loews Executive
Compensation Plan.
(d) To facilitate Employee's performance of Employee's duties
hereunder, the Company shall make available to Employee, during the Employment
Period, a car allowance of $800 per month or such higher amount, if any, that he
may be entitled to receive
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pursuant to the Company's automobile policy as from time to time in effect.
(e) Employee has advised the Company that in furtherance of Employee's
services hereunder, Employee may drive his car into the office. Accordingly,
the Company acknowledges and agrees that the monthly fee incurred by Employee
in parking his automobile will be deemed to be a reasonable business expense
under this Agreement, and reimbursable in accordance with the Company's policies
and procedures as in effect from time to time.
4. EXPIRATION OF TERM AND TERMINATION.
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(a) Employee's employment by the Company and this Agreement shall
automatically expire and terminate on the Expiration Date unless sooner
terminated pursuant to the provisions of this Section 4.
(b) Employee's employment by the Company and this Agreement shall
automatically terminate upon Employee's death.
(c) The Company shall have the right and option, exercisable by giving
written notice to Employee, to terminate Employee's employment by the Company
and this Agreement at any time after Employee has been unable to perform the
services or duties required of Employee in connection with Employee's employment
by the Company as a result of physical or mental disability (or disabilities)
which has (or have) continued for a period of twelve (12) consecutive weeks, or
for a period of sixteen (16) weeks in the aggregate, during any twelve (12)
month period.
(d) The Company shall have the right and option, exercisable by giving
written notice to Employee, to terminate Employee's employment by the Company
and this Agreement at any time after the occurrence of any of the following
events or contingencies (any such termination being deemed to be a termination
"for cause"):
(i) Employee materially breaches, materially repudiates or
otherwise materially fails to comply with or perform any of the terms of this
Agreement, any duties of Employee in connection with Employee's employment by
the Company or any of the Company's policies or procedures, or deliberately
interferes with the compliance by any other employee of the Company with any of
the foregoing;
(ii) The commission by Employee of a felony (whether or not
prosecuted) or the pleading by Employee of no contest (or similar plea) to any
felony (other than a crime for which vicarious liability is imposed upon
Employee solely by reason of Employee's position with the Company, and not by
reason of Employee's conduct);
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(iii) Any act or omission by Employee constituting fraud, gross
negligence or willful misconduct in connection with Employee's employment by the
Company; or
(iv) Any other act, omission, event or condition constituting
cause for the discharge of an employee under applicable law.
(e) The Company shall have no obligation to renew or extend the
Employment Period. Neither (i) the expiration of the Employment Period, (ii)
the failure or refusal of the Company to renew or extend the Employment Period,
this Agreement, or Employee's employment by the Company upon the Expiration Date
nor (iii) the termination of this Agreement by the Company pursuant to any
provision of this Section 4 (except Section 4(g)), shall be deemed to constitute
a termination of Employee's employment by the Company "without cause" for the
purpose of triggering any rights of or causes of action by Employee.
(f) If this Agreement, the Employment Period or Employee's employment
by the Company is terminated or expires pursuant to any provision of this
Section 4 (other than Section 4(g)), or is terminated by Employee, Employee's
right to receive salary or other compensation from the Company and all other
rights and entitlements of Employee pursuant to this Agreement or as an employee
of the Company shall forthwith cease and terminate, and the Company shall have
no liability or obligation whatsoever to Employee, except that:
(i) The Company shall be obligated to pay to Employee not later
than the effective date of such termination all unpaid salary, car allowance (if
any), vacation and reimbursable expenses which shall have accrued as of the
effective date of such termination; and
(ii) The terms and conditions of applicable Employee Benefit
Plans, if any, shall control Employee's entitlement, if any, to receive benefits
thereunder.
(g) The Company shall not be obligated to utilize Employee's services
or any of the results and proceeds thereof or to permit Employee to retain any
corporate office or to continue to do so; and the Company shall have the
unilateral right, at any time, without notice, in the Company's sole and
absolute discretion, to terminate Employee's employment by the Company, without
cause, and for any reason or for no reason (the Company's "Termination Rights").
The Company's Termination Rights are not limited or restricted by, and shall
supersede, any policy of the Company requiring or favoring continued employment
of its employees during satisfactory performance, any seniority system or any
procedure governing the manner in which the Company's discretion is to be
exercised. No exercise by the Company of its Termination Rights shall, under any
circumstances, be deemed to
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constitute (i) a breach by the Company of any term of this Agreement,
express or implied (including without limitation a breach of any
implied covenant of good faith and fair dealing), (ii) a wrongful
discharge of Employee or a wrongful termination of Employee's
employment by the Company, (iii) a wrongful deprivation by the Company
of Employee's corporate office (or authority, opportunities or other
benefits relating thereto) or (iv) the breach by the Company of any
other duty or obligation, express or implied, which the Company may
owe to Employee pursuant to any principle or provision of law (whether
contract or tort). If the Company elects to terminate Employee's
employment by the Company without cause prior to the Expiration Date,
the Company shall have no obligation or liability to Employee pursuant
to this Agreement or otherwise, except to pay to Employee until the
Expiration Date amounts equal to the salary and benefits provided in
Sections 3(a) and 3(b) hereof (excluding car allowance or car leasing
programs, if any), payable in the same installments and on the same
dates as if Employee's employment by the Company had not been
terminated; provided, however, that, immediately upon any termination
of Employee's employment by the Company and continuing until the
Expiration Date, Employee shall use Employee's best efforts to obtain
other employment and to pursue other business activities, at a
comparable level, and any amounts otherwise payable pursuant to this
Section 4 shall be reduced by all amounts (whether direct or indirect
salary, compensation or otherwise) earned by Employee from such other
employment or business activities prior to the Expiration Date.
Employee shall advise the Company on an ongoing basis of the efforts
being undertaken by Employee to obtain other employment or business
activities and shall promptly notify the Company in writing of all
such other employment or business activities undertaken by Employee
and the salary, compensation or other amounts received or to be
received by Employee therefrom.
(h) Immediately upon any termination of Employee's
employment hereunder or of this Agreement (whether or not pursuant to
this Section 4), Employee shall return to the Company all property of
the Company heretofore provided to Employee by the Company, or
otherwise in the custody, possession or control of Employee
(including, without limitation, the "Confidential Materials" described
in Paragraph 6(b) of Exhibit A attached hereto). Notwithstanding any
provision of this Agreement to the contrary, no termination of this
Agreement or of Employee's employment for any reason whatsoever shall
in any manner operate to terminate, limit or otherwise affect the
Company's ownership of any of the rights, properties or privileges
granted to the Company hereunder.
5. CODE OF BUSINESS CONDUCT. Employee acknowledges that
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Employee has received and reviewed the Code of Business Conduct of SPE
and has completed and returned a signed copy thereof.
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6. STANDARD TERMS. Attached as Exhibit A hereto and deemed a
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part hereof are the Company's Standard Terms and Conditions of
Employment Agreement, all of which terms are binding on the parties
hereto and incorporated herein. For convenience, provisions of this
Agreement shall be referred to as "Sections" and provisions of the
Standard Terms shall be referred to as "Paragraphs". In the case of
any conflict between the terms of this Agreement and the terms of
Exhibit A hereto, the terms of this Agreement shall govern.
7. SUPERSEDING AGREEMENT. This Agreement, including Exhibit
---------------------
A hereto, shall constitute the full and entire understanding of the
parties hereto with respect to the subject matter hereof and shall
supersede any prior agreements with respect thereto.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement or caused it to be executed on their behalf as of the date
first above written.
/s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇
LOEWS THEATRE MANAGEMENT CORP.
By: [SIGNATURE ILLEGIBLE]
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EXHIBIT A
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STANDARD TERMS AND CONDITIONS OF EMPLOYMENT AGREEMENT
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1. DEFINITIONS. All capitalized terms used herein shall have the
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meanings ascribed to them in the Agreement attached hereto. The following words,
terms and phrases (and variations thereof) used herein shall have the following
meanings:
(a) An "Affiliate" of a party means a Person which, directly or
indirectly, owns or controls, is owned or controlled by, or is under common
ownership or control with, such party.
(b) "Intellectual Property" means any and all intellectual, artistic,
literary, dramatic or musical rights, works or other materials of any kind or
nature (whether or not entitled to protection under applicable copyright laws,
or reduced to or embodied in any medium or tangible form), including without
limitation all copyrights, patents, trademarks, service marks, trade secrets,
contract rights, titles, characters, plots, themes, dialogue, stories, scripts,
treatments, outlines, submissions, ideas, concepts, packages, compositions,
artwork and logos, and all audio, visual or audio-visual works of every kind and
in every stage of development, production and completion, and all rights to
distribute, advertise, promote, exhibit or otherwise exploit any of the
foregoing by any means, media or processes now known or hereafter devised.
(c) "Media Business" means all Persons engaging in any of the
following: (i) the creation, production, distribution, exhibition or other
exploitation of theatrical motion pictures, television programs, sound
recordings or other visual, audio or audio-visual works or recordings of any
kind; (ii) television (including pay, free, over-the-air, cable and satellite)
or radio broadcasting; (iii) book, newspaper or periodical publishing; (iv)
music publishing; (v) "merchandising" (as that term is generally understood in
the entertainment industry); or (vi) advertising.
(d) "Person" means any individual, corporation, trust, estate,
partnership, joint venture, company, association, league, group, governmental
agency or other entity of any kind or nature.
2. COMPENSATION.
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(a) Employee's salary shall be payable in equal installments (not
less frequently than monthly) in accordance with the Company's customary payroll
practices. No additional compensation shall be payable to Employee by reason of
the number of hours worked or by reason of any hours worked on Saturdays,
Sundays, holidays or otherwise. All compensation payable to
7
Employee hereunder (whether in the form of salary, benefits or otherwise)
shall be subject to all applicable laws, statutes, governmental regulations or
orders, the terms of all applicable Employee Benefit Plans and the terms of all
agreements between or binding upon the Company and Employee requiring the
deduction or withholding of any amounts from such payments, and the Company
shall have the right to make such deductions and withholdings in accordance with
the Company's interpretation thereof in the Company's sole judgment.
(b) Subject to Section 4 of the Agreement, Employee shall be eligible
to participate in fringe benefits, if any, maintained by the Company for
employees generally on the same basis as comparable employees of the Company.
(c) Subject to the requirements of Employee's position and corporate
office, Employee shall be entitled to annual vacations in accordance with the
Company's vacation policy in effect from time to time.
(d) The Company recognizes that, in connection with Employee's
performance of Employee's duties and obligations hereunder, Employee will incur
certain ordinary and necessary expenses of a business character. The Company
shall pay Employee for such business expenses on the presentation of itemized
statements of such expenses, provided their extent and nature are approved in
accordance with the policies and procedures of the Company.
3. RIGHT TO INSURE. The Company shall have the right to secure, in its
---------------
own name or otherwise and at its own expense, life, health, accident or other
insurance covering or otherwise insuring Employee, and Employee shall have no
right, title or interest in or to any such insurance or any of the proceeds or
benefits thereof. Employee shall fully assist and cooperate with the Company in
procuring any such insurance, including without limitation by submitting to such
examinations, and by signing such applications and other instruments, as may
reasonably be required by any insurance carrier to which application is made by
the Company for any such insurance.
4. EMPLOYMENT EXCLUSIVE. Employee shall not perform services for any
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Person other than the Company during the Employment Period without the prior
written consent of the Company and will not during the Employment Period engage
in any activity which would interfere with the performance of Employee's
services hereunder, or become financially interested in or associated with,
directly or indirectly, any Media Business.
5. INTEREST IN OTHER CORPORATIONS. Notwithstanding anything to the
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contrary contained in Paragraph 4 hereof, Employee may own up to one percent
(1%) of any class of any Person's outstanding securities which are listed on any
national
8
securities exchange, registered under Section 12(g) of the Securities Exchange
Act of 1934 or otherwise publicly traded, provided that the holdings of Employee
of any such security of a Media Business or any Person which does business with
the Company or its Affiliates do not represent more than 10% of the aggregate of
Employee's investment portfolio at any time.
6. OWNERSHIP OF PROCEEDS OF EMPLOYMENT; CONFIDENTIALITY OF INFORMATION,
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ETC.
---
(a) The Company shall be the sole and exclusive owner throughout the
universe in perpetuity of all of the results and proceeds of Employee's
services, work and labor during the Employment Period in connection with
Employee's employment by the Company, including without limitation all
Intellectual Property which Employee may develop, create, write or otherwise
produce during the Employment Period, free and clear of any and all claims,
liens or encumbrances. All results and proceeds of Employee's services, work and
labor during the Employment Period shall be deemed to be works-made-for-hire for
the Company within the meaning of the copyright laws of the United States and
the Company shall be deemed to be the sole author thereof in all territories and
for all purposes.
(b) All information, documents, notes, memoranda and Intellectual
Property of any kind received, compiled, produced or otherwise made available to
Employee during or in connection with Employee's employment by the Company
relating in any way to the business of the Company or of any of its Affiliates
and which has not been made available or confirmed to the public by the Company
("Confidential Materials") shall be the sole and exclusive property of the
Company and shall in perpetuity (both during and after Employee's employment by
the Company) be maintained in utmost confidence by Employee and held by Employee
in trust for the benefit of the Company. Employee shall not during the
Employment Period or at any time thereafter directly or indirectly release or
disclose to any other Person any Confidential Materials, except with the prior
written consent of the Company and in furtherance of the Company's business or
as required by law.
(c) Employee shall not (without the Company's consent), directly or
indirectly, at any time during the Employment Period or until Employee's earlier
termination (and, in the case of clause (i) below, for a period of twelve (12)
months thereafter), nor shall Employee during such time period authorize or
assist any other Person to, solicit, entice, persuade or induce any Person to do
any of the following:
(i) Terminate or refrain from extending or renewing (on the same
or different terms) such Person's employment by, or contractual or business
relationship with, the Company or any of its Affiliates; or
9
(ii) Become employed by, enter into contractual relationships
with, or make, create, produce or distribute any motion picture, television
program or other Intellectual Property, or otherwise engage in any Media
Business, for any Person other than the Company or its Affiliates (this clause
(ii) shall not apply if the Company has exercised its Termination Rights
pursuant to Section 4(g) of the Agreement).
(d) The Company shall have the right to use the Employee's name,
approved biography (such approval not to be unreasonably withheld), and 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 an endorsement.
7. WARRANTIES AND COVENANTS. Employee warrants, represents and covenants
------------------------
to the Company as follows:
(a) Employee is free to enter into this Agreement and to perform the
services contemplated hereunder.
(b) Employee is not currently (and will not, to the best knowledge
and ability of Employee, at any time during the Employment Period be) subject to
any agreement, understanding, obligation, claim, litigation, condition or
disability which could adversely affect Employee's performance of any of
Employee's obligations hereunder or the Company's complete ownership and
enjoyment of all of the rights, powers and privileges granted to the Company
hereunder.
(c) No Intellectual Property written, composed, created or submitted
by Employee at any time during Employee's employment by the Company shall, to
the best of Employee's knowledge, violate the rights of privacy or publicity,
constitute a libel or slander or infringe upon the copyright, literary,
personal, private, civil, property or other rights of any Person.
8. EMPLOYMENT AFTER TERM. Employee's employment by the Company may be
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continued beyond the Expiration Date by the express consent of both parties
(which consent each party shall have the right to grant or withhold in its sole
and absolute discretion). In the event of any such continuation of Employee's
employment by the Company beyond the Expiration Date, the relationship between
the Company and Employee shall be that of employment-at-will which may be
terminated by either the Company or Employee at any time upon ten (10) days'
written notice, with or without cause, for any reason or for no reason, and
without liability of any nature. Employee's employment by the Company, if any,
after the Expiration Date shall be governed by all of the terms and conditions
of this Agreement not inconsistent with the at-will nature of such employment.
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9. IMMIGRATION. In accordance with the Immigration Reform and Control
-----------
Act of 1986 and the regulations adopted thereunder (8 CFR, Parts 109 and 274a),
the obligations of the Company under this Agreement are subject to and
conditioned upon Employee verifying and delivering to the Company, within three
(3) business days of Employee's first date of employment, the Form I-9
prescribed by the Immigration and Naturalization Service, and presenting to the
officer of the Company designated therefor the original documentation required
under such regulations to establish (i) the identity of Employee and (ii) that
Employee is lawfully authorized to work in the United States. If Employee is
unable to provide the documents required within the aforesaid three (3)
business-day period, Employee must (i) present to such designated officer within
said three (3) business days a receipt for the application for the documents
prescribed and (ii) the original documents required within twenty-one (21) days
of Employee's first date of employment. If Employee fails to verify and deliver
the Form I-9 and present the required original documents within the stated time
period, this Agreement and Employee's employment hereunder shall cease and
terminate as if this Agreement had never been entered into and neither party
shall have any further right, duty or obligation to the other under this
Agreement.
10. EQUITABLE RELIEF. Employee acknowledges that the services to be
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rendered by Employee under this Agreement, and the rights and privileges granted
by Employee to the Company hereunder, are of a special, unique, extraordinary
and intellectual character which gives them a peculiar and special value, the
loss of which cannot be reasonably or adequately compensated in damages in an
action at law, and a breach by Employee of any of the provisions hereof will
cause the Company great and irreparable injury. Employee acknowledges that the
Company shall, therefore, be entitled, in addition to any other remedies which
it may have under this Agreement or at law, to receive injunctive and other
equitable relief (including without limitation specific performance) to enforce
any of the rights and privileges of the Company or any of the covenants or
obligations of Employee hereunder. Nothing contained herein, and no exercise by
the Company of any right or remedy, shall be construed as a waiver by the
Company of any other rights or remedies which the Company may have. In the event
that any court or tribunal shall at any time hereafter hold any covenants or
restrictions contained in this Agreement to be unenforceable or unreasonable as
to the scope, territory or period of time specified therein, such court shall
have the power, and is specifically requested by Employee and the Company, to
declare or determine the scope, territory or period of time which it deems to be
reasonable or enforceable and to enforce the restrictions contained therein to
such extent.
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11. GOVERNING LAW, LEGAL PROCEEDINGS AND REMEDIES.
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(a) The substantive laws (as distinguished from the choice of law
rules) of the State of New York shall govern (i) the validity and interpretation
of this Agreement, (ii) the performance by the parties hereto of their
respective duties and obligations hereunder and (iii) all other causes of action
(whether sounding in contract or in tort) arising out of or relating in any
fashion to Employee's employment by the Company or the termination of such
employment.
(b) Any and all actions, suits or legal proceedings of any nature
(whether sounding in contract or in tort) arising out of or relating to this
Agreement, to the employment of Employee by the Company or to the termination of
such employment shall be initiated and maintained only in a state or federal
court located in the City and County of New York, State of New York, which shall
be the exclusive forum for, and shall have sole and exclusive jurisdiction over
the subject matter of, all such proceedings. The Company and Employee each
hereby submit and subject themselves irrevocably to the personal jurisdiction of
such New York state and federal courts.
12. NOTICES. All notices, requests, demands or other communications
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in connection with this Agreement shall be in writing and shall be deemed to
have been duly given if delivered in person, by telegram, by telecopier to the
applicable telecopier number listed below, or by United States mail, postage
prepaid, certified or registered, with return receipt requested, or otherwise
actually delivered:
If to Employee, to him or her at the address listed on page 1 of this
Agreement.
If to the Company, to it at:
▇▇▇▇▇▇▇▇ Building
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
Telecopier: ▇▇▇-▇▇▇-▇▇▇▇
or such other addresses as Employee or the Company shall have designated by
written notice to the other party hereto. Any such notice, demand or other
communication shall be deemed to have been given on the date actually delivered
(or, in the case of telecopier, on the date actually sent by telecopier) or upon
the expiration of three (3) days after the date mailed, as the case may be.
13. MISCELLANEOUS.
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(a) This Agreement and the exhibits hereto contain a complete
statement of all of the arrangements between the parties with respect to
Employee's employment by the Company, supersede all existing agreements between
them concerning Employee's employment and cannot be changed or terminated
orally. No provision of this Agreement shall be interpreted against any party
because that party or its legal representative drafted the provision. There are
no warranties, representations or covenants, oral or written, express or
implied, except as expressly set forth herein. Employee acknowledges that
Employee does not rely and has not relied upon any representation or statement
made by the Company or any of its representatives relating to the subject matter
of this Agreement except as set forth herein.
(b) If any provision of this Agreement or any portion thereof is
declared by any court of competent jurisdiction to be invalid, illegal or
incapable of being enforced, the remainder of such provision, and all of the
remaining provisions of this Agreement, shall continue in full force and effect
and no provision shall be deemed dependent on any other provision unless so
expressed herein.
(c) The failure of a party to insist on strict adherence to any term
of this Agreement shall not be considered a waiver of, or deprive that party of
the right thereafter to insist on strict adherence to, that term or any other
term of this Agreement.
(d) The headings in this Agreement (including the exhibits hereto) are
solely for convenience of reference and shall not affect its interpretation.
(e) The relationship between Employee and the Company is exclusively
that of employer and employee, and the Company's obligations to Employee
hereunder are exclusively contractual in nature.
(f) Employee shall, at the request of the Company, execute and deliver
to the Company all such documents as the Company may from time to time deem
necessary or desirable tO evidence, protect, enforce or defend its right, title
and interest in or to any Confidential Materials, Intellectual Property or other
items described in Paragraph 6 hereof. If Employee shall fail or refuse to
execute or deliver to the Company any such document upon request, the Company
shall have, and is granted, the power and authority to execute the same in
Employee's name, as Employee's attorney-in-fact, which power is coupled with an
interest and irrevocable.
(g) The Company may assign this Agreement, Employee's services
hereunder or any of the COmpany's interests herein (i) to any Person which is a
party to a merger or consolidation with
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the Company, (ii) to any Affiliate of the Company or (iii) to any Person
acquiring substantially all of the assets of the Company or the unit of the
Company for which Employee is rendering services; and, provided that any such
assignee assumes the Company's obligations under this Agreement, the Company
shall thereupon be relieved of any and all liability hereunder. Employee shall
not have the right to assign this Agreement or to delegate any duties imposed
upon Employee under this Agreement without the written consent of the Company,
and any such purported assignment or delegation shall be void ab initio.
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[LETTERHEAD OF SONY APPEARS HERE]
March 5, 1997
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Employment Agreement dated, June 1, 1993 (the "Agreement")
Dear ▇▇▇▇,
The Company is pleased to exercise it's option to extend the Agreement for a
period of one (1) year, i.e., until May 30th, 1998 upon all the terms and
conditions therein contained.
We look forward to continuing our enjoyable and enriching working relationship.
Sincerely yours,
SONY RETAIL ENTERTAINMENT
SONY THEATRE MANAGEMENT CORP.
SONY PICTURES ENTERTAINMENT, INC.
By:/s/ ▇.▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
President - SRE
cc: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇
