Exhibit 10.34
XXXXXX'X ENTERTAINMENT, INC.
October 25, 1996
[Name]
Xxxxxx'x Entertainment, Inc.
0000 Xxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
Re: Amendment to Severance Agreement
Dear [Name]:
This letter agreement ("this Amendment") will amend the Severance Agreement
dated [date] (the "Agreement") between you and Xxxxxx'x Entertainment, Inc.
(formerly The Promus Companies Incorporated).
In consideration of the mutual covenants herein contained and for other
good and valuable consideration, receipt of which is hereby acknowledged, it is
agreed as follows:
1. Effective Date. This Amendment is effective October 25, 1996.
2. Amendment of Section 3, "Termination Following Change in Control".
(a) Subsection (z) of the first paragraph of Section 3 is
amended to read as follows:
"(z) by you for Good Reason, or by your Voluntary
Termination as provided in Subsection 3(c)(ii) hereof."
(b) Subsection (c) of Section 3 is amended by changing the
proviso in the first sentence to read as follows:
"provided such resignation is (i) by you for Good Reason or
(ii) by you voluntarily without Good Reason if such voluntary
termination occurs by written notice given by you to the
Company during the thirty days immediately following the one
year anniversary of the Change in Control (your "Voluntary
Termination"), provided, however, for purposes of this
Subsection 3(c)(ii) only, the language "25% or more" in
Subsection 2(a)(i) hereof is changed to "a majority"."
(c) Subsection (e)(ii) of Section 3 is amended by inserting
the following parenthetical after the words "sixty
days":
"(thirty days in case of your Voluntary Termination)"
3. Amendment of Section 4, "Compensation Upon Termination or During
Disability Following a Change in Control".
(a) The first paragraph of Subsection 4(c) is amended to read as
follows:
"(c) If your employment by the Company shall be terminated (y)
by the Company other than for Cause, Retirement or Disability
or (z) by you for Good Reason, or by your Voluntary
Termination as provided in Subsection 3(c)(ii), then you shall
be entitled to the benefits provided below:"
(b) Subsection (ii) of Subsection 4(c) is amended to read as
follows:
"(ii) In lieu of any further salary payments to you for
periods subsequent to the Date of Termination, the Company
shall pay as severance pay to you a lump sum severance payment
(the "Severance Payment") equal to 2.99 times the average of
the Annual Compensation (as defined below) which was payable
to you by the Company or any corporation affiliated with the
Company within the meaning of Section 1504 of the Internal
Revenue Code of 1986, as amended (the "Code"), for the three
highest calendar years in terms of Annual Compensation during
the five calendar years preceding the calendar year in which
the Change in Control occurred. If you were not employed by
the Company or its affiliates during the entire five calendar
years preceding the calendar year in which the Change in
Control occurred, then such average shall be an average of the
three highest years in terms of Annual Compensation during the
complete calendar years (if any) and partial calendar year (if
any) during which you were so employed provided that the
amount for any such partial calendar year shall be an
annualized amount based on the amount of Annual Compensation
paid to you during the partial calendar year. If you were not
employed by the Company or its affiliates for three complete
or partial calendar years, the amount will be an average of
your Annual Compensation during the complete calendar year(s)
(if any) and partial calendar year(s) (if any) (annualized)
you were so employed. If you were not employed by the Company
or its affiliates during such preceding calendar year, then
such average
shall be an annualized amount based on the amount of Annual
Compensation paid to you during the calendar year in which the
Change of Control occurred. Annual Compensation is your base
salary and your annual bonus under the Annual Management Bonus
Plan of the Company that was payable to you by the Company or
any of its affiliates during a calendar year determined
without any reduction for any deferrals of such salary or such
bonus under any deferred compensation plan (qualified or
unqualified) and without any reduction for any salary
reductions used for making contributions to any group
insurance plan of the Company or its affiliates."
(c) The first sentence of Subsection (d) of Section 4 is amended
to read as follows:
"If your employment shall be terminated (y) by the Company
other than for Cause, Retirement or Disability or (z) by you
voluntarily for Good Reason or by your Voluntary Termination,
then for a twenty-four month period after such termination,
the Company shall arrange to provide you with life,
disability, accident and health insurance benefits
substantially similar to those which you are receiving
immediately prior to the Notice of Termination."
4. Defined Terms. Unless otherwise defined herein, all terms used in this
Amendment that are defined in the Agreement will have the meanings given to such
terms in the Agreement.
5. No Other Modifications. Except as specifically modified herein, all
terms and conditions of the Agreement will remain unchanged and in full force
and effect.
If this letter sets forth our agreement on the subject matter hereof,
please sign and return to the Company the enclosed copy of this letter which
will then constitute our binding agreement on this subject.
Very truly yours,
XXXXXX'X ENTERTAINMENT, INC.
By:
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Agreed to:
[Name]
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[Name]