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EXHIBIT 10.29
[HALLMARK ENTERTAINMENT LETTERHEAD]
January 28, 1999
Xxxxxx Xxxxx
0000 Xxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Dear George:
This will confirm our agreement regarding your separation from Hallmark
Entertainment Networks, Inc. ("HEN" or "the Company") effective January 31,
1999, with your duties to end on that date.
In connection with your separation, HEN agrees to do the following:
1. To pay you your full pay (less appropriate payroll deductions) through
January 31, 1999.
2. To continue your current HEN health insurance and benefits and life
insurance through January 31, 1999.
3. Provided you have first returned a copy of this signed agreement to HEN,
to pay you the following lump sum amounts (less appropriate payroll deductions)
within 15 business days after the designated dates: $2.0 million - January 31,
2000; $1.0 million - January 31, 2001; and $1.0 million - January 31, 2002.
4. Provided you have first returned a copy of this signed agreement to HEN,
in addition to the payments provided for in paragraph 3 above, to pay you $2.0
million dollars within 15 business days after January 31, 2001 in the event HEN
or any successor company completes an IPO prior to January 31, 2001. In the
event HEN or any successor company completes an IPO after January 31, 2001 but
prior to January 31, 2002, in addition to the payments provided for in paragraph
3 above, HEN will pay you $1.0 million within 15 business days after January 31,
2002.
5. To pay for your COBRA medical and dental continuation coverage, for you
and your eligible dependents through December 31, 1999, provided you have first
returned a copy of this signed agreement to HEN. COBRA payments shall continue
only as long as you or your dependents are eligible for COBRA continuation
coverage. After December 31, 1999, COBRA coverage is available at your expense,
so long as you and your dependents meet all eligibility requirements under
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COBRA. HEN further agrees to pay the premium for the current company paid term
life insurance carried for HEN employees through December 31, 1999.
6. To pay you within 15 working days after January 31, 1999, an amount
equal to the number of vacation days you have accrued but not used for 1999
(less appropriate payroll deductions), as compensation for all accrued vacation
time that may be due to you now or in the future.
7. Provided you have first returned a copy of this signed agreement to
HEN, to pay you within 15 business days after January 31, 1999, or the date you
return this signed agreement to Hallmark, whichever is later, a lump sum amount
of Three Hundred Sixty-Six Thousand Six Hundred Sixty-Seven Dollars
($366,667.00) (less appropriate payroll deductions) within 15 business days
after January 31, 1999, or the date you return this signed agreement to
Hallmark, whichever is later, in lieu of continuing your salary payments
through December 31, 1999.
8. Provided you have first returned a copy of this signed agreement to
HEN, to pay you within 15 business days after January 31, 1999, or the date you
return this signed agreement to Hallmark, whichever is later, a lump sum amount
of Thirty Three Thousand Two Hundred Fifty Dollars ($33,250.00) (less
appropriate payroll deductions) in lieu of receiving a car allowance through
December 31, 2001.
9. Provided you have first returned a copy of this signed agreement to
HEN, to pay you within 15 business days after January 31, 1999, or the date you
return this signed agreement to Hallmark, whichever is later, a lump sum amount
of Forty Thousand Dollars ($40,000.00) (less appropriate payroll deductions) in
lieu of the ten percent bonus issued to HEN employees for 1998.
10. Provided you have first returned a copy of this signed agreement to
HEN, to pay you within 15 business days after January 31, 1999, or the date you
return this signed agreement to Hallmark, whichever is later, a lump sum amount
of Thirty Thousand Dollars ($30,000.00) (less appropriate payroll deductions) in
lieu of receiving outplacement services paid by HEN.
11. Provided you have first returned a copy of this signed agreement to
HEN, to allow you to retain the computer, printer, fax, and laptop which you
currently use at the office.
12. To pay you a lump sum amount of Thirty Thousand Dollars
($30,000.00) (less appropriate payroll deductions) to assist with the FICA
expenses associated with the deferred payments under paragraph 3 above.
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In return for the above payments and benefits, you agree to do the
following:
A. To sign and return a copy of this letter. You have 21 days from
the date you receive this letter in which to consult an attorney and
consider whether you want to accept and sign this agreement. The agreement
will become effective seven (7) days after you sign it, and you have the
right to revoke the agreement during that seven (7) day period. You agree
that any changes to this Agreement, whether material or immaterial, will
not restart the running of the 21-day period.
B. To release and forever discharge Hallmark Entertainment
Networks, Inc. and its parent companies, subsidiaries, affiliates, joint
venturers and their respective officers, agents, directors, employees and
all other persons, firms, and corporations whomsoever, of and from all
liability, actions, claims (including any rights and claims under the Age
Discrimination in Employment Act and any other employment discrimination
claims), demands, damages, costs and expenses, which you may now or
hereafter have on account of, arising out of, or in connection with all
transactions between you and the parties herein released through the date
this agreement is executed, including, but not limited to, your employment
and the termination thereof.
C. To make no disclosure or use whatsoever of any trade secret or
confidential information of any type which heretofore has been designated
or treated as confidential by the Company or any of its parent,
subsidiary, joint venturer or affiliated companies ("the Companies")
relating to the business of the Companies, including without limitation,
all types of trade secrets, business strategies, marketing and
distribution plans and financial information. This provision does not
apply to information which becomes or is available publicly through no
fault of your own.
D. To not retain any business records or documents relating to any
activity of the Company or any of its parent, subsidiary, joint venturer
or affiliated companies, and to return and not retain any business
records, documents and property belonging to the company or its parent,
subsidiary, joint venturer and affiliated companies, except as provided in
this agreement.
E. To not publicize or disclose or cause, permit or authorize the
publication or disclosure of the terms of this agreement or the
negotiations leading to this agreement, except in confidence to your
spouse, to your attorney or financial advisor you have retained to assist
you in preparation of your tax returns or other financial or legal matters,
provided that before disclosing anything regarding the terms of the
agreement you first inform such persons of the confidentiality of this
agreement and obtain their agreement to maintain the confidentiality of the
agreement.
F. To cooperate with the Company and its parent, subsidiary, joint
venturer and affiliated companies in the defense of any legal matter
involving any other employee of these companies or involving any other
matter that arose during your employment, provided that the Company will
reimburse you for your reasonable travel and out-of-pocket expenses
incurred in providing such cooperation and assistance.
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G. That you are owed no additional compensation in connection with the
termination of your employment, and that neither HEN nor and its parent
companies, subsidiaries, affiliates, joint venturers will have any obligation to
provide you at any time in the future any payments, other than those provided
for in this agreement.
H. That for the period through January 31, 2001, you will not attempt to
recruit any employee working for or rendering substantial services to HEN, HEI,
the Xxxxxx Channel, or the Odyssey Channel, including without limitation, all
executive and managerial employees of these companies. If you hire, directly or
indirectly, any such employee, you will forfeit Two Hundred Fifty Thousand
Dollars ($250,000.00) per employee from the payments to be made under paragraphs
3 and 4 above.
I. To be responsible for payment of any personal taxes due from me
associated with the value of any compensation, benefits or items provided
pursuant to this agreement.
The parties agree:
(i). To submit any dispute concerning this Agreement or Xxxxx'x employment
and termination of employment to binding arbitration in Colorado before an
arbitrator agreed upon by the parties or failing to agree, as selected by the
American Arbitration Association. Any such arbitration shall be pursuant to the
American Arbitration Association rules.
(ii). No waiver, modification, or amendment of any term, condition or
provision of this Agreement shall be valid or have any force or affect unless
made in writing and signed by the parties.
(iii). This Agreement supersedes and terminates all prior agreements,
including but not limited to any oral agreements between you and HEN or its
parent companies, subsidiaries, affiliates, joint ventures and sets out the full
agreement between the parties concerning its subject matter.
(iv). This Agreement shall be governed by and construed under the laws of
the State of Colorado.
(v). This agreement may be executed on separate counterparts, each of which
is deemed to be an original and all of which taken together constitute one and
the same agreement. The executed copies may be sent by telecopier to the other
parties and will be considered executed as of the day of the telecopied
signature. The original signature pages should be sent by mail to each party so
they will have a fully executed original agreement.
(vi). Hallmark Entertainment, Inc. guarantees the payments provided for
under the terms of this agreement in the event that (a) HEN is unable to perform
its obligations under this
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Agreement; or (b) any successor in interest to, or the assign of HEN is unable
to perform the obligations of HEN under this Agreement.
Please acknowledge your acceptance of this agreement by signing and
returning triplicate originals of this letter.
Very truly yours,
HALLMARK ENTERTAINMENT NETWORKS, INC.
By /s/ XXXXX XXX XXX
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XXXXX XXX XXX
HALLMARK ENTERTAINMENT, INC.
By /s/ XXXXX XXX XXX
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XXXXX XXX XXX
Agreed to this 28th day of January, 1999.
/s/ XXXXXX XXXXX
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XXXXXX XXXXX
