EXHIBIT 10.99
as of February 1, ▇▇▇▇
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c/o Trimark Pictures, Inc.
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Dear Cami:
This letter (the "Agreement") shall confirm the terms of your employment
with Trimark Pictures, Inc. ("Trimark").
1. TERM: January 13, 2000 through January 13, 2002 (the "Term").
2. TITLE: Chief Administrative Officer/Executive Vice President
3. BASE SALARY: One hundred seventy-five thousand dollars ($175,000.00) paid
in accordance with your current employment agreement.
4. SIGNING BONUS: Upon your signature of this Agreement, Trimark shall pay you
the sum of forty thousand dollars ($40,000.00).
5. STOCK OPTIONS: Trimark shall request that the Option Committee of Trimark
Holdings, Inc. ("Holdings") authorize and grant you the right (the "Option") to
purchase thirty-six thousand (36,000) shares of stock of Holdings (the "Stock
Options"), said right to vest over the Term (or earlier as set forth elsewhere
herein) at the exercise price of four dollars and fifty cents ($4.50) per share.
6. BENEFITS: You will be eligible for all Employee Benefits, Medical, Dental,
Vision, Life and 401(k) per Trimark's standard benefit program for employees at
your level. In addition, you shall be eligible to share in Trimark's Executive
Bonus Plan upon terms consistent with said plan and your position with Trimark.
7. SERVICES: You shall render exclusive services to Trimark during the Term
as customarily rendered by persons in your capacity.
8. RENEWAL: You agree that for the period commencing no earlier than one
hundred eighty (180) days prior to the conclusion of the Term you shall provide
Trimark with an exclusive sixty (60) day negotiating period regarding the
renewal of your employment with Trimark. You shall have the obligation to
provide Trimark with notice of said sixty (60) day period. If at the end of
such sixty (60) day period, you and Trimark are unable to reach an agreement
EXHIBIT 10.99 (CONTINUED)
regarding the renewal of your employment with Trimark, your employment shall
continue on a month to month basis at the salary set forth herein unless
terminated by you or Trimark upon 30 days prior written notice.
9. MITIGATION; CHANGE OF CONTROL:
1. If you are terminated by Trimark for any reason other than your
breach, you shall receive as severance the greater of:
1. A Severance Package consisting of:
(1) an immediate vesting of one hundred percent of the un-vested
Stock Options; plus
(2) fifty percent (one hundred percent (100%) in the event that
you are terminated as a result of a change of control of Trimark due to a sale
or merger of Trimark) of the remaining salary due you pursuant to this
Agreement.
OR
2. the difference between:
(1) Five hundred thousand dollars ($500,000.00)
LESS
(2) The aggregate of:
(1) the value of the Stock Options; plus
(2) the value of all other Trimark stock options which you
have as of the date of this Agreement; plus
(3) fifty percent (one hundred percent (100%) in the event
that you are terminated as a result of a change of control of Trimark due to a
sale or merger of Trimark) of the remaining salary due you pursuant to this
Agreement.
Trimark's payment to you of said severance shall relieve each party of any
further obligation to the other. In the event of a change of control of Trimark
by reason of a purchase or merger of Trimark and Trimark does not terminate your
services as set forth herein, notwithstanding anything herein to the contrary,
commencing upon the date of such change of control your base salary shall be
increased to two hundred fifty thousand dollars ($250,000.00) per year and one
hundred percent (100%) of the Stock Options shall immediately vest.
2. In the event that control of Trimark changes as aforesaid and ▇▇▇▇
▇▇▇▇ is no longer rendering services in a senior management capacity, you shall
have the right, within thirty (30) days of such change of control, to provide
Trimark with notice of your election to terminate your employment with Trimark.
In the event that you provide such notice, you shall continue to render services
for the ninety (90) day period following such notice and, thereafter,
notwithstanding anything herein to the contrary,
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EXHIBIT 10.99 (CONTINUED)
neither party shall have any further obligation to the other provided,
however, that one hundred percent (100%) of the Stock Options shall
immediately vest. Without limiting the generality of the foregoing, in the
event that you so terminate your employment, notwithstanding anything herein
to the contrary, you shall not receive any severance payment from Trimark
(except as required by law) provided, however, that in the event that you are
terminated by Trimark after you have provided such notice, you shall receive
a severance payment equal to ninety (90) days salary.
10. CONFIDENTIAL INFORMATION; RESULTS AND PROCEEDS: You hereby expressly
agree that while employed by Trimark Pictures you will not disclose any
confidential matters of Trimark prior to, during, or after the conclusion of
your employment including the specifics of this contract. In addition, you
agree that Trimark shall own all rights of every kind and character
throughout the universe, in perpetuity to any material and/or ideas suggested
or submitted by you during the Term in connection with any of Trimark's then
existing business interests or suggested or submitted to you by a third party
during the Term. You agree also that Trimark shall own all other results and
proceeds of your services during your employment.
11. MISCELLANEOUS: This agreement shall be binding and supersedes any and
all other agreements, either oral or in writing. Any modification of this
agreement will be effective only if signed by Trimark and you.
Sincerely, AGREED TO AND ACCEPTED BY:
▇▇▇▇ ▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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President ▇▇▇▇ ▇▇▇▇▇▇▇▇ Date
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