EXHIBIT 10.14
[LETTERHEAD OF UNIVERSAL]
As of January 27, 1999
Xx. Xxx X. Xxxxxxxx
Universal Studios, Inc.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxx, XX 00000
Dear Xx. Xxxxxxxx:
Universal Studios, Inc. ("Universal" or the "Company") agrees to employ you
and you agree to accept employment upon the terms and conditions set forth in
this agreement (the "Agreement").
1. Term. The term of this Agreement will commence on January 27, 1999
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and continue until January 26, 2004, unless earlier terminated pursuant to the
provisions of Paragraph 4 (the "Term").
You agree and acknowledge that Universal has no obligation to extend the
Term or to continue your employment after expiration of the Term, and you
expressly acknowledge that no promises or understandings to the contrary have
been made or reached. You also agree and acknowledge that, should Universal
choose to continue your employment for any period of time following the
expiration of the Term (including any extensions thereof), your employment with
Universal will be "at will;" in other words, during any time following the
expiration of the Term, Universal may terminate your employment at any time,
with or without reason and with or without notice, and you may resign at any
time, with or without reason and with our without notice.
2. Duties. You agree to be employed and perform your exclusive services
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for the Company or one of its affiliates upon the terms and conditions of this
Agreement. You will commence your services hereunder as President, Universal
Concerts and you will perform the services requested from time to time by the
Board of Directors of Universal (the "Board") or its duly authorized officers.
3. Compensation and Related Matters.
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(a) Base Salary. For all services rendered under this Agreement,
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commencing January 27, 1999, Universal will pay you base salary at an annual
rate of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00), payable in
accordance with Universal's applicable payroll practices ("Base Salary"). Any
higher Base Salary paid to you subsequently will be deemed the annual rate for
the purposes of this Agreement and will commence on the date determined by the
Board or its duly authorized officers. Universal is not obligated to actually
utilize your services, and payment as described in Paragraphs 4(a) and 4(c) will
discharge the Company's obligation under this Agreement.
(b) Bonus Compensation. You will be eligible to participate at a level
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appropriate to your position in Universal's Annual Incentive Plan
/s/ (signature illegible)
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Initials of employer
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or any plan adopted in replacement thereof as determined by the Board of
Directors of Universal and in accordance with the plan's terms and conditions.
(c) Long Term Incentive Plan. You will be eligible to participate at a
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level appropriate to your position in The Seagram Company Ltd. Stock Incentive
Plan or any plan adopted in replacement thereof as determined by the Board of
Directors of Xxxxxx X. Xxxxxxx & Sons, Inc. and in accordance with the plan's
terms and conditions.
(d) Benefits. You will be entitled to participate in the benefit plans
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generally available to employees of Universal so long as the Company provides
such plans and programs and subject to their terms and conditions, except that
you will not participate in any severance plan of Universal. Instead, subject
to the requirements of this Paragraph, upon an involuntary termination of
employment, as described in Paragraph 4(c), you will receive the greater of (i)
the amounts payable pursuant to Paragraph 4(c) or (ii) the basic amounts payable
pursuant to the Company's severance plan or policy. If the amount described in
clause (ii) above is greater than the amount described in clause (i) above, you
will receive, in exchange for a release acceptable to the Company, a lump sum
payment calculated by the Company in its sole discretion equal to the difference
between the amounts described in clauses (i) and (ii) of the previous sentence.
You will receive this lump sum payment as soon as practical after the release
has been fully executed by you and the Company. In addition, you will be
entitled to participate in the Universal Officers Supplemental Plan and the
Executive Auto Allowance Program on the same terms and conditions and only so
long as Universal provides such plans and programs and in accordance with the
plan's terms and conditions.
(e) Expense Reimbursements. During your employment, Universal will
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reimburse you for your reasonable and necessary business expenses in accordance
with its then prevailing policy for similarly situated employees (which will
include appropriate itemization and substantiation of expenses incurred).
(f) Withholding. The Company may withhold from any amounts payable under
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this Agreement such federal, state or local taxes as will be required to be
withheld pursuant to any applicable laws or regulation.
4. Compensation Upon Certain Termination Events.
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(a) Compensation Payable. Should your employment with Universal
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terminate, you will be entitled to the amounts and benefits shown on the
following table, subject to Paragraph 4(b) through 4(e). In the event of such
termination, and except for payments noted in this Paragraph 4, Universal will
have no further obligations to you under this Agreement.
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Termination Involuntary Disability Death
For Cause Termination
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Payment of Same as for Your Base Salary Payment of (1) any
(1) any termination will continue accrued but unpaid
accrued but for Cause until the Base Salary due
unpaid except that earliest of (1) you through your
Base Salary your Base the 180th day date of death, and
due you Salary and following the (2) other unpaid
through benefits start of your amounts then due
termination, (other than disability you under Company
and (2) other benefits absence, or (2) benefit plans or
unpaid provided your death and programs, except
amounts then under (1) any will be reduced that those
due you under plan by other payments will be
Company qualified Company-provided made to your
benefit plans under Section disability estate or legal
or programs. 401(a) of the benefits representative,
Internal available to and your death
Revenue Code, you. Payment of benefits payable
(2) any (1) any accrued due to your death
nonqualified but unpaid Base under Company
pension plan Salary due you employee benefit
and (3) any through plans or programs
stock or termination, and will also be paid.
incentive (2) other unpaid
based plan) amounts then due
will also you under
continue Company benefit
through the plans or
expiration of programs.
the Term,
provided you
meet the
requirements
in Paragraph
5 and subject
to the terms
and
conditions of
each benefit
plan.
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(b) Termination for Cause. The Company may terminate your employment for
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cause at any time without advance notice. "Cause" will include, but not be
limited to:
(i) your material failure to perform your duties or your material
breach of the terms of this Agreement;
(ii) your material failure to comply with Company policies, including,
without limitation those set forth in the Policies and Procedures for Worldwide
Business Conduct of The Seagram Company Ltd. and Affiliates and the Universal
Discrimination and Sexual Harassment Policy, copies of which are attached as
Schedule 1 to this Agreement; or
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(iii) your conviction of a felony or crime of moral turpitude.
(c) Involuntary Termination. Universal may terminate your employment other
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than for Cause or on account of disability, as defined in Paragraph 4(d), in
which case you will receive continuation of Base Salary and benefits as
specified in Paragraph 4(a); provided the Company will retain a right of offset
against the amounts payable to you under this Paragraph and will be entitled to
reduce the amount of any compensation and benefits payable to you under this
Agreement by the amount of compensation and benefits of any kind earned or
received by you from any third party from the date of termination through the
end of the payment term pursuant to this Paragraph. You agree that you will have
no rights or remedies in the event of your termination without Cause other than
those set forth in this Agreement.
(d) Termination for Disability. The Company may terminate your employment
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on account of a Disability and the payments required by Paragraph 4(a) will be
made. You will be deemed to have a "Disability" if you are incapacitated by a
physical or mental condition, illness or injury which has prevented you from
being able to perform the essential duties of your position under this Agreement
in a satisfactory fashion for all of a consecutive 180-day period.
(e) Death. If you die while employed under this Agreement, the payments
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required by Paragraph 4(a) will be made.
5. Covenents.
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(a) Acknowledgement. You acknowledge that you currently possess or will
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acquire secret, confidential, or proprietary information or trade secrets
concerning the operations, future plans, or business methods of the Company or
its affiliates. You agree that the Company xxxx be severely damaged if you
misused or disclosed this information. To prevent this harm, you are making the
promises set forth in this Paragraph. You acknowledge that the provisions of
this Paragraph are reasonable and necessary to protect the legitimate interests
of the Company and that any violation of such provisions would result in
irreparable injury to the Company. In the event of a violation of the provisions
of this Paragraph, you further agree that the Company will, in addition to all
other remedies available to it, be entitled to seek equitable relief by way of
injunction and any other legal or equitable remedies.
(b) Promise Not to Disclose. You will hold a fiduciary capacity, for the
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benefit of the Company, all confidential or proprietary information, knowledge
and data of the Company which you may acquire, learn, obtain or develop during
your employment by the Company. Further, you will not, during the Term or at any
time thereafter, directly or indirectly use, communicate or divulge for your own
benefit or for the benefit of another any such information, knowledge or data
other than (i) as required by the Company or (ii) as required by law or as
ordered by a court or (iii) with respect to matters that are generally known to
the public. You make the same commitments with respect to the secret,
confidential or proprietary information, knowledge and data of affiliates,
customers, contractors and others with whom the Company has a business
relationship or to whom the Company or its affiliates owe a duty
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of confidentiality. The information covered by this protection includes, but is
not limited to, matters of a business or strategic nature such as information
about costs and profits, projections, personnel information, reengineering,
records, customer lists, contact persons, customer data, software, sales data,
possible new business ventures and/or expansion plans or matters of a creative
nature, including without limitation, matters regarding ideas of a literary,
creative, musical or dramatic nature, or regarding any form of product produced,
distributed or acquired by the Company ("Company Information"). Company
Information will be considered and kept as the private, proprietary and
confidential information of the Company except within the Company as required to
perform services, and may not be divulged (A) without the express written
authorization of the Company or (B) unless required by law or ordered by a court
or (C) unless the Company Information is generally known to the public. You
further agree that you will neither publicly disclose the terms of this
Agreement nor publicly discuss the Company in a manner that tends to portray the
Company in an unfavorable light.
(c) Promise Not to Engage In Certain Activities. You will not at any
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time during your employment by the Company be or become (i) interested or
engaged in any manner, directly or indirectly, either alone or with any person,
firm or corporation now existing or hereafter created, in any business which is
or may be competitive with the business of the Company and its affiliates or
(ii) directly or indirectly a stockholder or officer, director, agent,
consultant or employee of, or in any manner associated with, or aid or abet, or
give information or financial assistance to, any such business. The provisions
of this Paragraph will not be deemed to prohibit your purchase or ownership, as
a passive investment, of not more than five percent (5%) of the outstanding
capital stock of any corporation whose stock is publicly traded.
(d) Promise to Return Property. All records, files, lists, drawings,
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documents, models, equipment, property, computer, software or intellectual
property relating to the Company's business in whatever form (including
electronic) will be returned to the Company upon the termination of your
employment, whether such termination is at your or the Company's request.
(e) Promise Not to Solicit. You will not during (i) the period of your
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employment by the Company, (ii) the period of payment pursuant to Paragraph 4 or
(iii) the period ending one (1) year after the later of the periods described in
the previous clauses (i) or (ii) induce or attempt to induce any employees,
consultants, contractors or representatives of the Company (or those of any of
its affiliates) to stop working for, contracting with or representing the
Company or any of its affiliates or to work for, contract with or represent any
of the Company's (or its affiliates') competitors.
(f) Universal Ownership. The results and proceeds of your services
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hereunder, including, without limitation, any works of authorship resulting from
your services during your employment with Universal and/or any of Universal's
affiliates and any works in progress, will be works-made-for hire and Universal
will be deemed the sole owner throughout the universe of any and all rights of
whatsoever nature therein, whether or not now or hereafter known, existing,
contemplated, recognized or developed, with the right to use the same in
perpetuity in any manner Universal determines in its sole discretion
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without any further payment to you whatsoever. If, for any reason, any of such
results and proceeds will not legally be a work-for-hire and/or there are nay
rights which do not accrue to Universal under the preceding sentence, then you
hereby irrevocably assign and agree to assign any and all of your right, title
and interest thereto, including, without limitation, any and all copyrights,
patents, trade secrets, trademarks and/or other rights of whatsoever nature
therein, whether or not now or hereafter known, existing, contemplated,
recognized or developed, to Universal, and Universal will have the right to use
the same in perpetuity throughout the universe in any manner Universal
determines without any further payment to you whatsoever. You will, from time
to time, as may be requested by Universal, do any and all things which Universal
may deem useful or desirable to establish or document Universal's exclusive
ownership of any and all rights in any such results and proceeds, including,
without limitation, the execution of appropriate copyright and/or patent
applications or assignments. To the extent you have any rights in the results
and proceeds of your services that cannot be assigned in the manner described
above, you unconditionally and irrevocably waive the enforcement of such rights.
This Paragraph is subject to and will not be deemed to limit, restrict, or
constitute any waiver by Universal of any rights of ownership to which Universal
may be entitled by operation of law by virtue of Universal being your employer.
(g) Prior Restrictions. You represent that you are free to enter into this
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Agreement and are not restricted in any manner from performing under this
Agreement by any prior agreement, commitment, or understanding with any third
party. If you have acquired confidential or proprietary information in the
course of your prior employment or as a consultant, you will fully comply with
any duties not to disclose such information then applicable to you during the
Term.
6. Services Unique. You recognize that your services hereunder are of a
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special, unique, unusual, extraordinary and intellectual character, giving them
a peculiar value, the loss of which the Company cannot be reasonably or
adequately compensated for in damages. In the event of a breach of this
Agreement by you (particularly, but without limitation, with respect to the
provisions hereof relating to the exclusivity of your services), the Company
will, in addition to all other remedies available to it, be entitled to seek
equitable relief by way of injunction and any other legal or equitable remedies.
This provision will not be construed as a waiver of the rights which the Company
may have for damages under this Agreement or otherwise, and all of the Company's
rights and remedies will be unrestricted.
7. Notices. All notices and other communications hereunder will be in
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writing and will be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
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If to Employee:
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At the address indicated on the first page hereof.
If to Universal:
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Universal Studios, Inc.
000 Xxxxxxxxx Xxxx Xxxxx
Xxxxxxxxx Xxxx, Xxxxxxxxxx 00000
Attention: Senior Vice President, Human Resources
or to such other address as either party will have furnished to the other in
writing. Notice and communications will be effective when actually received by
the addressee.
8. Assignment/Affiliated Corporations. Universal will have the right to
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assign this Agreement to any affiliate or successor of Universal. You
acknowledge and agree that all of your covenants and obligations to Universal,
as well as the rights of Universal hereunder, will run in favor of and will be
enforceable by Universal, its affiliates and their successors. Without limiting
the foregoing, you also acknowledge and agree that this Agreement may be
assigned to, and will be enforceable by, any entity which, directly or
indirectly, acquires all, or substantially all, of the stock or assets of
Universal Concerts, Inc.
9. Arbitration of Disputes.
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(a) Arbitrable Disputes. You agree to use final and binding arbitration to
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resolve any dispute (an "Arbitrable Dispute") you may have with the Company or
any affiliate. This arbitration agreement applies to all matters relating to
this Agreement, your employment with and/or termination from Universal,
including disputes about the validity, interpretation, or effect of this
Agreement, or alleged violations of it, and further including all claims arising
out of any alleged discrimination, harassment, retaliation, including, but not
limited to those covered by the California Fair Employment and Housing Act (or
similar state statute), the 1964 Civil Rights Act, 42 U.S.C. Section 2000
et seg., the Federal Age Discrimination in Employment Act, the Americans With
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Disabilities Act and the Family and Medical Leave Act of 1993.
(b) Injunctive Relief. Notwithstanding Paragraph 9(a), due to the
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irreparable harm that would result from an actual or threatened violation of
Paragraph 5 that involves disclosure or use of confidential information, trade
secrets, or competition with the Company and Paragraphs 2 and 6 that involve
exclusivity of your service with Universal, you agree that the Company may seek
an injunction prohibiting you from committing such a violation.
(c) The Arbitration. Arbitration will take place in Los Angeles,
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California before a single experienced employment arbitrator licensed to
practice law in California and selected in accordance with the Employment
Dispute Resolution Rules of the American Arbitration Association. The arbitrator
may not modify or change this Agreement in any way.
(d) Fees and Expenses. Each party will pay the fees of their respective
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attorneys, the expenses of their witnesses, and any other
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expenses connected with the arbitration, but all other costs of the arbitration,
including the fees of the arbitrator, cost of any record or transcript of the
arbitration, administrative fees, and other fees and costs will be paid in equal
shares by the Company and you.
(e) Exclusive Forum. Arbitration in this manner will be the exclusive forum
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for any Arbitrable Dispute. Should you or the Company attempt to resolve an
Arbitrable Dispute by any method other than arbitration pursuant to this
Paragraph, the responding party will be entitled to recover from the initiating
party all damages, expenses, and attorneys' fees incurred as a result of that
breach.
10. Miscellaneous. No provisions of this Agreement may be amended,
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modified, waived, or discharged except by a written document signed by you and a
duly authorized officer of the Company. A waiver of any conditions or provisions
of this Agreement in a given instance will not be deemed a waiver of such
conditions or provisions at any other time. The validity, interpretation,
construction, and performance of this Agreement will be governed by the laws of
the State of California without regard to its conflicts of law principles. This
Agreement will be binding upon, and will inure to the benefit of, you and your
estate and the Company and any successor thereto, but neither this Agreement nor
any rights arising under it may be assigned or pledged by you.
11. Validity. The invalidity or unenforceability of any provisions of this
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Agreement will not affect the validity or enforceability of any other provisions
of this Agreement, which will remain in full force and effect.
12. Counterparts. This Agreement may be executed in one or more
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counterparts, each of which will be deemed to be an original, but all of which
together will constitute the same instrument.
13. Entire Agreement. This Agreement sets forth the entire understanding
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between us; all oral or written agreements or representations, express or
implied, with respect to the subject matter of this Agreement are set forth in
this Agreement except that the terms of any applicable stock option agreement
still apply. All prior employment agreements, understandings and obligations
(whether written, oral, express or implied) between us, if any, are terminated
as of the commencement date of the Term and are superseded by this Agreement.
Very truly yours,
UNIVERSAL STUDIOS, INC.
By: /s/(illegible)
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Name:
Title:
ACCEPTED AND AGREED:
/s/ XXX X. XXXXXXXX
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XXX X. XXXXXXXX
