__________, 1999
CBS Corporation
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxx X. Xxxxxxxx
Ladies and Gentlemen:
Reference is made to that certain Employment Agreement entered into
as of July 1, 1993 by and between Big Entertainment, Inc. and [Executive] (the
"Executive"), as amended by that certain Extension and Amendment Agreement dated
July 1, 1998 (the "Employment Agreement"). In connection with the closing of the
transactions contemplated by the Stock Purchase Agreement, dated August __, 1999
(the "Stock Purchase Agreement"), by and between CBS Corporation and Big
Entertainment, Inc., Executive hereby acknowledges and agrees that the
consummation of the transactions contemplated by the Stock Purchase Agreement
(and the "Ancillary Agreements", as defined therein), including, but not limited
to, the issuance of Common Stock by Big Entertainment, Inc. to CBS Corporation
pursuant to the Stock Purchase Agreement, shall not constitute a "Change of
Control" under Section 6 of the Employment Agreement. This agreement shall not
limit Executive's rights under the Employment Agreement with respect to the
acquisition of securities of the Company by any person other than CBS
Corporation and its affiliates, or the acquisition of securities of the Company
by CBS Corporation or its affiliates beyond that permitted by the Stock Purchase
Agreement or the Ancillary Agreements as of the date hereof.
Sincerely,
[Executive]
