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EXHIBIT 10.19
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into
effective as of the 1st day of October, 1997, between INTERVISUAL BOOKS, INC., a
California corporation (the "Company"), and XXXXX X. XXXX (the "Executive").
R E C I T A L S:
A. Executive has agreed to continue to be employed by the Company as
its Chairman of the Board and Chief Executive Officer.
B. The Board of Directors of the Company (the "Board") believes that
the continued employment of Executive by the Company will contribute to the
growth and success of the Company. The Board desires to provide for the
employment of Executive and to make Executive's employment arrangements in the
best interest of the Company and its shareholders so as to encourage Executive's
attention and dedication to the Company. Executive is willing to commit himself
to serve the Company, on the terms and conditions herein provided.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the promises and covenants set
forth below, the parties hereto agree as follows:
1. Employment.
The Company hereby agrees to employ Executive, and Executive
hereby agrees to accept employment with the Company, on the terms and conditions
set forth herein.
2. Term.
The employment of Executive by the Company as provided in this
Agreement will commence on October 1, 1997, and shall end on September 30, 2000,
unless further extended or sooner terminated as hereinafter provided. On
September 30, 1998 and on September 30 of each year thereafter (each an
"Extension Date"), the term of Executive's employment hereunder shall
automatically be extended for one additional year unless, prior to such
Extension Date, either party delivers written notice to the other party that the
term of Executive's employment hereunder will not be extended or that
Executive's employment is otherwise terminated pursuant to the terms of this
Agreement.
3. Position and Duties.
Executive shall serve as Chairman of the Board and, if he so
chooses as Chief Executive Officer of the Company. Before resigning as Chief
Executive Officer, Executive shall give the Company at least thirty (30) days
prior notice. Executive's resignation as Chief Executive Officer shall not
result in the reduction in his salary.
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4. Compensation and Related Matters.
(a) Salary. For the period of October 1, 1997 through March 31,
1999, the Company shall pay to the Executive a salary of $250,000 per annum in
semi-monthly installments in accordance with the Company's regular payroll
policies. Prior to April 1, 1999 and each April 1st thereafter during the term
of Executive's employment hereunder, the Company's Board of Directors shall
evaluate Executive's then current salary rate, and the Board of Directors by the
adoption of a formal resolution may adjust Executive's annual salary either
upward or downward as the Board determines in good faith. Any such adjustment
shall be made by the Board only after prior consultation with Executive. In the
event the Board of Directors fails to take formal action to adjust Executive's
annual salary prior to an applicable April 1, Executive's then current salary
shall continue in effect until the next April 1, subject to cost of living
increases as provided in the next paragraph.
Executive's salary shall be adjusted annually to reflect any
percentage increase (but not decrease) in the Consumer Price Index in effect on
each December 31 during the term hereof over the Consumer Price Index in effect
on the immediately preceding December 31. The Consumer Price Index referred to
herein shall be the "Los Angeles-Long Beach-Anaheim, California" area 1967-100,
Consumer Price Index published by the U.S. Bureau of Labor Statistics.
Compensation of Executive by salary payments shall not be deemed exclusive and
shall not prevent Executive from participating in any other compensation or
benefit plan of the Company. The salary payments (including any increased salary
payments) hereunder shall not in any way limit or reduce any other obligation of
the Company hereunder, and no other compensation, benefit or payment hereunder
shall in any way limit or reduce the obligation of the Company to pay
Executive's salary hereunder.
(b) Expenses. During the term of Executive's employment hereunder,
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by Executive in performing services hereunder, including all
expenses of travel and living expenses when away from home on business at the
request of and in the service of the Company, provided that such expenses are
incurred and accounted for in accordance with the policies and procedures from
time to time established by the Company.
(c) Other Benefits. During the term of Executive's employment
hereunder, Executive shall be entitled to participate in the Company's 401(k)
plan, or such other plans established by the Company, and any general health
disability insurance plans from time to time generally applicable to executives
of the Company to the extent generally permitted by the terms of such plans.
(d) Vacations. Executive shall be entitled to five (5) weeks
(twenty-five (25) business days) vacation during any calendar year during the
term hereof, subject to proration for employment for less than the entire
calendar year. Executive shall also be entitled to accrue no more than twelve
(12) weeks (sixty (60) business days) of unused vacation days. Any unused
vacation days in excess of twelve (12) weeks (sixty (60) business days) shall be
deemed to be forfeited.
(e) Services Furnished. The Company shall furnish Executive with
office space, stenographic assistance and such other facilities and services as
shall be
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reasonably suitable to Executive's position and reasonably adequate for the
performance of Executive's duties as set forth in Section 3 hereof.
(f) Annual Insurance Payment. In lieu of paying any life insurance
premiums for Executive during the term of Executive's employment and thereafter
during Executive's life, the Company shall pay to Executive an annual additional
payment of $60,000 which shall be paid to Executive on or before April 1 of each
year for so long as Executive shall remain alive (such payment shall be referred
to herein as the "Annual Insurance Payment"). This obligation shall continue as
long as Executive remains alive irrespective of the earlier termination of
Executive's employment or this Agreement.
(g) Automobile Allowance. During Executive's employment hereunder,
the Company shall:
(i) pay to Executive an automobile allowance of $850
per month, which automobile may be used by Executive for both
personal and business purposes;
(ii) reimburse Executive, at standard rates and in
accordance with the Company's policies, for repair and maintenance
expenses regarding such automobile incurred by Executive in
performance of his responsibilities hereunder, provided that
Executive furnishes the Company adequate records for the
substantiation of such repairs as proper business expenses of the
Company; and
(iii) procure and maintain insurance coverage on such
automobile, provided the Company shall not pay any excess or
increased costs resulting from Executive's driving record.
Executive shall conform to the Company's policies regarding the use of such
automobile.
(h) Disability Insurance. During the term of Executive's
employment hereunder, the Company shall pay the premiums, in amount not to
exceed $10,000 per year, for a long-term disability insurance providing benefits
to Executive in an amount equal to Executive's Annual Base Salary. In the event
the Company is not able to find a policy providing such coverage for Executive
for $10,000 or less per year, Company shall then pay $10,000 annually to
Employee on the last day of each year.
(i) Options. In consideration for Executive's entering into this
Agreement, the Company agrees to grant Executive stock options (consisting of
both incentive and nonstatutory options) to purchase 150,000 shares of the
Company's common stock. Such options shall vest in three equal annual
installments commencing one year from the grant date. Incentive stock options
granted to Executive shall have an exercise price of 110% of the fair market
value of the underlying common stock on the grant date and shall have a term of
five years while nonstatutory stock options shall have an exercise price equal
to the fair market value of the underlying common stock on the grant date and
shall have a term of ten years.
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5. Offices.
During Executive's employment hereunder, Executive agrees to
serve without additional compensation as a director of the Company and, if
elected or appointed thereto, as a director of its subsidiaries (if any) and in
one or more executive offices of any of the Company's subsidiaries.
6. Confidential Information.
Executive acknowledges that by virtue of his employment with the
Company, he has knowledge of certain information which is confidential and
proprietary to the Company ("Proprietary Information"). Such information
includes, but is not limited to, (i) financial, legal, corporate, manufacturing,
marketing, competitive and other information available only to top management,
directors and officers of the Company; (ii) any and all other information
related to the Company of which Executive may become aware but which is not
generally known to outsiders; and (iii) other trade secrets which the Company
owns.
Executive shall not disclose any Proprietary Information directly or
indirectly, either during or after his employment with the Company, without the
prior written consent of the Board of Directors of the Company. All such
Proprietary Information, including without limitation, all files, records,
documents, specifications, equipment, customer lists and similar items relating
to the business of the Company, whether prepared by Executive or otherwise
coming into his possession, shall remain the sole and exclusive property of the
Company.
The parties hereto acknowledge that the extensive "pop up" book
collection, both antique and contemporary, which constitutes part of The Xxxx
Museum is the sole property of Executive and the Company has no rights of
ownership to the books which constitute a part of the collection of the Xxxx
Museum.
7. Termination and Benefits Upon Termination.
Executive's employment hereunder may be terminated without any breach
of this Agreement, under the following circumstances:
(a) Death.
(1) Executive's employment hereunder shall terminate automatically
upon Executive's death.
(2) If Executive's employment is terminated because of Executive's
death pursuant to this Section 7(a), then the Company shall have no further
obligation or liability to Executive except the Company shall pay to Executive's
spouse, or if Executive leaves no spouse, to Executive's estate, (i) the portion
of Executive's salary which has been earned up to the Date of Termination in
accordance with this Agreement, (ii) compensation for any accrued and unused
vacation up to the Date of Termination in accordance with this Agreement, and
(iii) reimbursement for business expenses properly incurred up to the Date of
Termination (collectively the "Minimum Payments"). In addition to the Minimum
Payments, Executive's spouse, or if Executive leaves no spouse, to Executive's
estate, shall be entitled to receive a death benefit equal
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to eighteen (18) months of Executive's salary in effect upon termination. Such
death benefit shall be paid in equal monthly installments commencing on the last
day of the month immediately following the month during which Executive died and
continuing for eighteen (18) months.
(b) Disability.
(1) If, as a result of Executive's incapacity due to physical or
mental illness, Executive shall have been absent from his duties hereunder on a
full-time basis for an entire period of six (6) consecutive months, and within
thirty (30) days after written notice of termination is given by the Company to
Executive (which may occur before or after the end of such six (6) month
period), Executive shall not have returned to the performance of his duties
hereunder on a full-time basis, the Company may terminate Executive's employment
hereunder pursuant to this Section 7(b).
During any period of time during which the Executive fails to
perform Executive's duties hereunder as a result of incapacity due to physical
or mental illness and prior to such time as Executive's employment is
terminated, Executive shall continue to receive his full salary at the rate then
in effect for such period until his employment is terminated pursuant to this
Section 7(b), provided that the payments so made to Executive during any period
of disability or incapacity shall be reduced by the sum of the amounts, if any,
paid or payable to Executive at or prior to the time of any such payment of
salary under disability benefit plans of the Company and which were not
otherwise previously applied to reduce any such payment.
(2) If Executive's employment is terminated because of
Executive's incapacity or disability pursuant to this Section 7(b), then the
Company shall have no further obligation or liability to Executive, except that
(i) Executive shall be entitled to receive the Minimum Payments, (ii) the
Company shall continue Executive's base salary for a period of the lesser of
twelve (12) months or until Executive's death, and (iii) the Company shall
continue to pay the Annual Insurance Payment provided in for Section 4(f) of
this Agreement so long as Executive shall remain alive. In addition, the Company
shall provide (at the Company's expense) continuation coverage for Executive
under the Company's group health plan pursuant to COBRA for a period of eighteen
(18) months after Executive's termination and thereafter, the Company shall pay
to Executive each month for eighteen (18) additional months an amount equal to
the monthly cost to the Company of providing such continuation coverage at the
time such coverage ended.
(c) Cause.
(1) The Company through action of the Board may terminate
Executive's employment hereunder for "Cause." For purposes of this Agreement,
the Company shall have "Cause" to terminate Executive's employment hereunder
upon:
(i) The willful and continued failure by Executive
substantially to perform his duties hereunder (other
than any such failure resulting from Executive's
incapacity due to physical or mental illness), after
demand for substantial performance is delivered by the
Board of Directors that specifically identifies the
manner in which the Board of Directors believes
Executive has not substantially performed his duties;
or
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(ii) The willful engaging by Executive in misconduct which
is materially injurious to the Company, monetarily or
otherwise, including the misuse of any Proprietary
Information (as that term is defined in Section 6
hereof).
For purposes of this subsection, no act or failure to
act on Executive's part shall be considered "willful" unless done, or omitted to
be done, by him not in good faith and without reasonable belief that his action
or omission was in the best interest of the Company. Notwithstanding the
foregoing, Executive shall not be deemed to have been terminated for Cause
without (A) reasonable notice to Executive setting forth the reasons for the
Company's intention to terminate for Cause, (B) an opportunity for Executive,
together with his counsel, to be heard before the Board, and (C) delivery to
Executive of a Notice of Termination (as defined in subsection (e) hereof) from
the Board finding that in the good faith opinion of the Board, Executive was
guilty of conduct constituting Cause within the meaning of this subsection (c)
and specifying the particulars thereof in detail.
(2) If Executive's employment hereunder is
terminated for Cause pursuant to this Section 7(c), then the Company shall have
no further obligation or liability to Executive, except that (i) Executive shall
be entitled to receive the Minimum Payments, and (ii) the Company shall continue
to pay the Annual Insurance Payment provided for in Section 4(f) so long as
Executive shall remain alive.
(d) Termination by Company Other Than for Death, Disability, or
Cause.
(1) The Company shall, for any reason, be entitled to terminate
Executive's employment hereunder at any time other than on account of
Executive's death or disability and without Cause pursuant to this Section 7(d).
(2) If Executive's employment hereunder is terminated by the Company
pursuant to this Section 7(d), the Company shall have no further obligation or
liability to Executive, except that (i) Executive shall be entitled to receive
the Minimum Payments, (ii) the Company shall continue to pay the Annual
Insurance Payment provided for in Section 4(f) so long as Executive shall remain
alive, and (iii) the Company shall pay to Executive a severance payment
consisting of three (3) years of Executive's then current annual salary in
effect on termination. Such severance shall be payable in equal monthly
installments over a twenty-four (24) month period after termination. In
addition, the Company shall provide (at Company's expense) continuation coverage
for Executive under the Company's group health plan pursuant to COBRA for a
period of eighteen (18) months after Executive's termination and thereafter, the
Company shall pay to Executive each month for eighteen (18) additional months an
amount equal to the monthly cost to the Company of providing such continuation
coverage at the time such coverage ended.
(e) Termination by Executive for Good Reason.
(1) Executive may terminate Executive's employment
hereunder for Good Reason (as defined below) pursuant to this Section 7(e).
For purposes of this Agreement, "Good Reason" shall mean (A) the
failure by the Company to comply with any material provision of this Agreement
which has not been cured within forty-five (45) days after notice of such
non-compliance has been given
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by Executive to the Company, (B) any purported termination of Executive's
employment by the Company, except pursuant to subsections 7(a), 7(b), 7(c) or
7(d) hereof or (C) without Executive's express written consent, the assignment
to Executive of any duties which would constitute a material reduction in the
importance of Executive's position, authority or responsibilities as
contemplated by Section 3 hereof or any other material adverse change in such
position, authority and responsibility.
(2) If Executive's employment hereunder is terminated
by Executive for Good Reason pursuant to this Section 7(e), then the Company
shall have no further obligation or liability to Executive, except (i) the
Executive shall be entitled to receive the Minimum Payments, (ii) the Company
shall continue to pay the Annual Insurance Payment provided for in Section 4(f)
so long as Executive shall remain alive, and (iii) the Company shall pay to
Executive a severance payment consisting of three years of Executive's then
current annual salary in effect on termination. Such severance shall be payable
in equal monthly installments over a twenty-four (24) month period after
termination. In addition, the Company shall provide (at the Company's expense)
continuation coverage for Executive under the Company's group health plan
pursuant to COBRA for a period of eighteen (18) months after Executive's
termination and thereafter, the Company shall pay to executive each month for
eighteen (18) additional months an amount equal to the Company's monthly cost of
providing such continuation coverage at the time such coverage ended.
(f) Resignation by Executive.
(1) Executive shall be entitled to terminate his
Employment for any reason at any time on thirty (30) days prior written notice
delivered by Executive to Company pursuant to this Section 7(f).
(2) If Executive's employment is terminated by
Executive pursuant to this Section 7(f), the Company shall have no further
obligation or liability to Executive, except (i) that Executive shall be
entitled to receive the Minimum Payments, (ii) Company shall continue to pay the
Annual Insurance Payment provided for in Section 4(f) so long as Executive shall
remain alive, and (iii) Company shall continue Executive's base salary for a
period of the lesser of twelve (12) months or Executive's death. In addition,
the Company shall continue (at the Company's expense) Continuation Coverage for
Executive under the Company's group health plan (or other similar plan) for a
period of eighteen (18) months after Executive's termination and thereafter, the
Company shall pay to Executive each month for six (6) additional months an
amount equal to the Company's monthly cost of providing such continuation
coverage at the time such coverage ended.
(g) Notice of Termination. Any termination of Executive's employment
by the Company or by Executive (other than termination for death pursuant to
subsection 7(a) above) shall be communicated by written a Notice of Termination
to the other party hereto. For purposes of this Agreement, "Notice of
Termination" shall mean a notice which shall indicate the specific termination
provision in this Agreement relied upon, shall set forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
Executive's employment under the provisions so indicated and shall set forth the
Date of Termination.
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(h) Date of Termination. "Date of Termination" shall mean (i) if
Executive's employment is terminated by death, the date of death, (ii) if
Executive's employment is terminated by disability, the date of the
determination of the disability, or (iii) if Executive's employment is
terminated for any other reason, thirty (30) days after Notice of Termination is
given.
8. Additional Covenants.
(a) No Duty to Mitigate. Executive shall not be required to mitigate
the amount of any payment provided for in Section 7 by seeking other employment.
(b) Excess Parachute Payment. Notwithstanding anything in this
Agreement to the contrary, if and to the extent (but only to the extent) that
any payment made under this Agreement shall constitute an "excess parachute
payment" under Section 28OG of the Internal Revenue Code as currently in effect
(or, if at the time of any such "excess parachute payment" said Section 28OG
shall have been amended to provide more favorable treatment to Executive without
materially adversely affecting the Company under said amended Section 28OG),
such payment shall be reduced or extended over a longer period of time to the
extent necessary to reduce such "excess parachute payment" to zero.
9. Specific Performance.
In the event of the breach by Executive of any of the provisions
of Section 6 hereof, the Company, in addition and supplementary to all other
rights and remedies existing in its favor and notwithstanding the provisions of
Section 10 hereof, may apply to any court of law or equity of competent
jurisdiction for specific performance and/or injunctive or other relief in order
to enforce or prevent any violations of the provisions thereof.
10. Arbitration.
The parties hereto acknowledge that it is in their best
interests to facilitate the informal resolution of any disputes arising out of
this Agreement or otherwise by mutual cooperation and without resorting to
litigation. As a result, if any party has a dispute arising hereunder or
otherwise, including, but not limited to, any claim for breach of any contract
or covenant (express or implied), any dispute regarding Executive's termination
of employment from the Company, tort claims, claims for harassment or
discrimination (including, but not limited to, race, sex, religion, national
origin, age, handicap or disability), claims for compensation or benefits
(except where a benefit plan or pension plan or insurance policy specifies a
different claims procedure) and claims for violation of any federal, state or
other governmental law, statute, regulation or ordinance (except for claims
involving workers' compensation benefits), and the parties are unable to reach
agreement among themselves, then a settlement conference must be held within
thirty (30) days upon receipt of a notice by the complaining party describing in
detail the complaint and setting forth a proposed solution to the complaint. The
settlement conference will be held in any Los Angeles, California office of the
Judicial Arbitration and Mediation Services, Inc. ("JAMS"). The complaining
party must contact JAMS to schedule the conference and the parties must agree on
a retired judge from the JAMS panel. If the parties are unable to agree upon
such a retired judge, JAMS shall provide a
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list of three available judges and each party may strike one judge. The
remaining judge will serve as the mediator at the settlement conference.
If the dispute is not settled by the above-described format,
the parties agree to submit the dispute to JAMS for binding arbitration. A
three-judge panel will be selected to arbitrate the dispute. JAMS will provide
the names of five potential arbitrators, giving each party the opportunity to
strike one name. The remaining three arbitrators will serve as the arbitration
panel. The parties agree that the arbitration must be initiated within the time
period of the statute of limitations applicable to the claim(s) if the claim(s)
had been filed in Court. Arbitration may be initiated by the aggrieved party by
sending written notice of an intent to arbitrate by registered certified mail to
all parties and to JAMS. The notice must contain a description of the dispute,
the amount involved and the remedies sought. If and when a demand for
arbitration is made by either party, the parties agree to execute a Submission
Agreement provided by JAMS, setting forth the rights of the parties if the case
is arbitrated and rules and procedures to be followed at the arbitration
hearing.
Nothing contained in this Section 10 shall prevent the Company
from seeking and obtaining equitable relief in a court to enforce any of its
rights under Section 6 hereof.
11. Representation by Counsel.
Executive acknowledges that he has been represented by legal
counsel in connection with this Agreement and has consulted with such legal
counsel. The Company shall reimburse Executive for all reasonable attorneys'
fees and expenses actually incurred by Executive, but not to exceed $2,500, in
connection with the negotiation and preparation of this Agreement.
12. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such agreement prior to the effectiveness of
any such succession shall be a breach of this Agreement and shall entitle
Executive to compensation from the Company in the same amount and on the same
terms as he would be entitled to hereunder if he terminated his employment for
Good Reason, except that for purposes of implementing the foregoing, the date on
which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, "Company" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in this Section
12 or otherwise becomes bound by all the terms and provisions of this Agreement
by operation of law.
(b) This Agreement and all rights of Executive hereunder shall inure
to the benefit of and be enforceable by Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributes,
devisees and legatees. If Executive should die while any amounts would still be
payable to him hereunder if he had continued to live, all such amounts, unless
otherwise provided herein, shall be paid in
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accordance with the terms of this Agreement to Executive's devisee, legatee or
other designee, or, if there be no such designee, to Executive's estate.
13. Notice.
For purposes of this Agreement, notices, demands and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or (unless otherwise specified)
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Executive: Xxxxx X. Xxxx
00000 Xxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
If to Company: Intervisual Books, Inc.
0000 Xxxxx Xxxx Xxxx., #0000
Xxxxx Xxxxxx, Xxxxxxxxxx 00000
Attention: President
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
14. Miscellaneous.
No provisions of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by Executive and by such officer of the Company as may be specifically
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time. This Agreement, together with the documents referenced
herein, contains the entire agreement of the parties hereto with respect to the
subject matter hereof. It supersedes any and all other agreements, either oral
or in writing, between the parties hereto with respect to the employment of
Executive by the Company. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. The validity,
interpretation, construction and performance of this Agreement shall be governed
by the laws of the State of California.
15. Validity.
The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
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16. Counterparts.
This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
17. Survivability.
The provisions in Sections 4(f), 6, 8, 9 and 10 of this Agreement
shall survive any termination of this Agreement.
18. Attorneys' Fees.
In the event of any dispute arising out of the subject matter of
this Agreement, the prevailing party shall be entitled to recover from the
nonprevailing party its costs and expenses (including reasonable attorneys'
fees) incurred in arbitrating or otherwise resolving such dispute.
19. Withholding of Taxes; Tax Reporting.
The Company may withhold from any amounts payable under this
Agreement all such Federal, state, city and other taxes, and may file with
appropriate governmental authorities all such information, returns or other
reports with respect to the tax consequences of any amounts payable under this
Agreement, as may, in its reasonable judgment, be required by law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
"Company" INTERVISUAL BOOKS, INC., a
California corporation
By: /s/
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Xxxxxx Xxxxxx Xxxxxxxx
President and Chief Operating Officer
"Executive" /s/
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Xxxxx X. Xxxx
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