EXHIBIT 10.15
Xx. Xxxxx Xxxxxx
Los Angeles, CA
This letter agreement (this "Agreement"), when executed by both you and Fox
Sports Net, LLC hereinafter referred to as (the "Company"), will confirm the
agreement between you and the Company relating to your employment by the
Company. The terms of this Agreement will become effective February 1, 2000 and
will then supersede any and all prior agreements, whether express or implied
oral or written, between you and the Company (or its affiliated entities)
relative to your employment with the Company (or its affiliated entities).
1. (a) The Company hereby employs you for a period of thirty-five months
commencing February 1, 2000 and ending December 31, 2002.
(b) One Hundred Eighty (180) days prior to the expiration of the Term, the
parties will enter into good faith negotiations to agree upon the Terms of an
extension of this Agreement. If the parties cannot mutually agree on the Terms
of an extension, and Employee continues to render services to the Company after
the end of the above Term, this Agreement shall be terminable at will by either
party on 30 days notice. Amounts payable to Employee during such extended
period shall be at the rate paid during the last regular payment period
hereunder.
2. You shall perform such duties consistent with your position set forth in
paragraph 3(a) as are assigned to you from time to time (and agree to take such
trips at the Company's sole cost and expense both within and outside the United
States as shall be determined to be desirable and reasonably necessary in the
scope of your employment).
3. (a) You shall serve as President, Fox Sports Net reporting to the
President of Fox Cable Group and to the Chairman and Chief Executive Officer of
Fox Sports Television.
(b) If you are elected a member of the Board of Directors or to any other
office of the Company or any of its affiliates, you agree to serve in such
capacity or capacities without additional compensation.
4. You shall render your services in Los Angeles, California and at such
places as the Company shall reasonably designate from time to time on a
temporary basis.
5. You hereby accept such employment and agree to devote the time and
attention necessary to fulfill the duties of your employment hereunder.
1 September 20, 2000
6. For your services hereunder, the Company will, during the term of your
employment described in Paragraph 1.(a) hereof, on regular pay dates as then in
effect under applicable Company policy, pay you at the rate of:
(a) $787,500 per annum for the eleven month period from February 1, 2000
through December 31, 2000; and
(b) $800,000 per annum for the twelve month period from January 1, 2001
through December 31, 2001; and
(c) $830,000 per annum for the twelve month period from January 1, 2002
through December 31, 2002; and
(d) Upon full execution of this Agreement, the Company shall pay you a one
time signing bonus of $150,000.
(e) If the Company pays any bonus and/or grants any stock options, you
shall be eligible to participate in the Company's bonus and stock
option programs in the same manner as other Presidents. The Company
agrees that your Fiscal 2000 bonus shall be second only to the Chief
Executive Officer of Fox/Liberty Networks, LLC (now known as Fox
Sports Networks, LLC).
7. (a) You agree that during the term of your employment, you will have no
interest, directly or indirectly, in any motion picture or television program
producing, distributing or exhibiting business, or in any broadcasting, cable or
film laboratory business or in any related business other than the Company and
its affiliates, and you will perform no services for any person, firm or
corporation engaged in any such business. The foregoing does not prohibit your
ownership of less than one percent (1%) of the outstanding common stock of any
company whose shares are publicly traded.
(b) Enclosed is a copy of the News Corporation Limited Standard of
Business Conduct Statement. You agree to abide by the provisions of this
statement at all times during your employment by the Company.
8. You will not during the term of your employment and for a period of two
years thereafter, directly or indirectly, induce or attempt to induce any
managerial, sales or supervisory employee of the Company or its affiliates to
render services to any other person, firm or corporation.
9. (a) You acknowledge that the relationship between the parties hereto is
exclusively that of employer and employee and that the Company's obligations to
you are exclusively contractual in nature. The Company shall be the sole owner
of all the fruits and proceeds
2 September 20, 2000
of your services hereunder (including, but not limited to, all ideas, concepts,
formats, suggestions, developments, arrangements, designs, packages, programs,
promotions and other intellectual properties) which you may create in connection
with and during the term of your employment hereunder, free and clear of any
claims by you (or anyone claiming under you) of any kind or character whatsoever
(other than your right to compensation hereunder). You shall, at the request of
the Company, execute such assignments, certificates or other instruments as the
Company may from time to time deem necessary or desirable to evidence,
establish, maintain, perfect, protect, enforce or defend its right, title and
interest in or to any such properties.
(b) Notwithstanding the provision of (a) above, creative activities
unrelated to your duties, including any work product associated with the
production of a movie for Fox Entertainment or Fox Television Group, are
excluded from the provision of (a) above and may be pursued by you provided that
such activities do not materially interfere with the full performance of your
position. Furthermore, you understand and agree that the Company, for itself and
its subsidiaries, successors and general assignees reserves the right of first
refusal; during the term of your employment, on any property (which is developed
during that time) for which the Company might reasonably be anticipated to have
an interest. In the event that the Company is interested in the property but you
and the Company are unable to reach a satisfactory purchase agreement within 20
business days after submission by you of any such property, such inability to
successfully conclude negotiations with the prescribed time will be deemed a
refusal and you shall be free to go elsewhere to sell said property provided
that any subsequent sale is for terms more favorable to you than those the
Company offered.
(c) All memoranda, notes, records and other documents, excluding personal
files and personal telephone rolodex, made or compiled by you, or made available
to you during the term of this Agreement or subsequently during any at will
employment period concerning the business of the Company or its affiliates shall
be the Company's property and shall be delivered to the Company on the
termination of this Agreement or at any other time on request. You understand
and agree that in the course of employment with the Company, you may acquire
confidential information and trade secrets concerning the Company's operations,
its future plans and its method of doing business and the operations, future
plans and method of doing business of Company's affiliates, including, by the
way of example, but by no means limited to, highly proprietary information and
data relaying to the Company's and its affiliates' customers, processes,
production development, finances, contracts, agreements, marketing strategy,
pricing, cost, and compensation (hereinafter collectively "Trade Secrets"), all
of which information you understand and agree would be extremely damaging to
3 September 20, 2000
the Company if disclosed to a competitor or made available to any other person
or entity. As used herein, the term "competitor" includes, is not limited to,
any corporation, firm or business engaged in a business similar to that of the
Company or its subsidiary companies. You understand and agree that such
information is divulged to you in confidence and you understand and agree that,
at all time, you shall keep in confidence and not disclose or communicate Trade
Secrets or an other secret and confidential information on your own behalf, or
to or on behalf of any competitor or other person or entity, if such information
is not otherwise publicly available, unless disclosure is made pursuant to
written approval by the Company, or is required by law. In view of the nature of
your employment and information and Trade Secrets which you may receive during
the course of your employment, you likewise agree that the Company would be
irreparably harmed by any violation of this Agreement and that, therefore, the
Company shall be entitled to seek an injunction prohibiting you from any
violation or threatened violation of this Agreement.
(d) The Company shall have the right to use your name, approved biography
and likeness in connection with its business, including in advertising its
products and services, and may grant this right to others, but not for use as a
direct endorsement.
(e) The covenants set forth above in this paragraph shall survive the
termination of this Agreement.
10. You shall be eligible to participate in all employee benefit plans of the
Company available to other comparable executives. During the Term, the Company
shall pay to, or provide you the following additional amounts or rights:
(b) In addition to the compensation set forth above you were granted
options to purchase ordinary shares of The News Corporation Limited pursuant to
the then-in-effect provisions of the News Corporation Share Option Plan (the
"Plan"). All options shall be governed in accordance with the terms and
conditions of the Plan provided that in no event shall anything contained herein
affect your right to retain your currently held News Corporation options. Your
employment hereunder shall count toward any required additional time for vesting
purposes.
(d) Through December 31, 2000 only, you will receive twenty round-trip
tickets per annum for travel within the continental United States for personal
use by you and your family members. Travel shall be arranged through Fox Travel
Department using the most cost-efficient ticketing available.
(e) Notwithstanding the provisions of Paragraph 12 of this Employment
Agreement, if employment terminates at the expiration of the Agreement you will
be entitled to severance pay in accordance
4 September 20, 2000
with the Company's then current severance policy. The calculation of severance
pay will be based on your original hire date at Fox Broadcasting Company.
(f) The Company shall provide you a car allowance in the amount of $1,100
per month.
(g) Business travel shall be in accordance with Company policy.
11. The services to be furnished by you hereunder and the rights and privileges
granted to the Company by you are of a special, unique, unusual, extraordinary,
and intellectual character which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and a breach by you of any of the provisions contained herein will cause the
Company irreparable injury and damage. You expressly agree that the Company
shall be entitled to seek injunctive and other equitable relief to prevent a
breach of this Agreement by you. Resort to such equitable relief, however, shall
not be construed as a waiver of any preceding or succeeding breach of the same
or any other term or provision. The various rights and remedies of the Company
hereunder shall be construed to be cumulative and no one of them shall be
exclusive of any other or of any right or remedy allowed by law.
12. In consideration of the making of this Agreement, as well as of the other
consideration stated herein, you expressly agree that any contract, agreement or
understanding between you and the Company with respect to severance or
termination pay, notice of severance or termination, or pay in lieu of notice of
severance or termination previously extended to you whether by way of contract,
letter, or Company termination policy, is hereby rescinded. You further agree
that if you continue in the employ of the Company after the end of this
Agreement, your employment shall be at will and shall otherwise be in accordance
with the provisions of such then existing Company policies as may then be in
effect applicable to comparable employees of the Company.
13. This Agreement shall be governed by the laws of the State of California
applicable to contracts performed entirely therein.
5 September 20, 2000
14. This Agreement shall inure to the benefit of the successors and general
assigns of the Company and to the benefit of any other corporation or entity
which is a parent, subsidiary or affiliate of the Company to which this
Agreement is assigned, and any other corporation or entity into which the
Company may be merged or with which it may be consolidated. Except as herein
provided, this Agreement shall be nonassignable.
Sincerely,
By /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
3/22/2000
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Date
THE FOREGOING IS AGREED TO:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
3/20/2000
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Date
6 September 20, 2000
