Exhibit 10.16
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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the "First Amendment")
is made and entered into as of the 1st day of November 1995, by and between
Metromedia International Group, Inc., a Delaware corporation formerly known as
The Actava Group, Inc. (the "Company"), and Xxxx X. Xxxxxxxx, an employee of the
Company who is currently serving as President and Chief Executive Officer of the
Company (the "Employee"). Capitalized terms used herein and not otherwise
defined shall have the meanings assigned thereto in the Employment Agreement.
WHEREAS, the Company and the Employee are parties to an Employment
Agreement dated as of April 19, 1994 (the "Employment Agreement") under which
the Employee has served and is continuing to serve as President and Chief
Executive Officer of the Company; and
WHEREAS, the Company and the Employee desire to amend the Employment
Agreement as provided in this First Amendment.
NOW, THEREFORE, for and in consideration of the premises, terms, and
conditions set forth herein and other good and valuable consideration, the
receipt, adequacy and sufficiency of which are hereby acknowledged, the Company
and the Employee hereby agree as follows:
1. Section 1 of the Employment Agreement is hereby deleted and the
following is substituted in lieu thereof:
"1. Term. The term of this Agreement shall begin on the date
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hereof and shall continue until this Agreement is terminated by the Company or
the Employee as provided in Section 13 hereof."
2. Section 2 of the Employment agreement is hereby amended by
deleting the last sentence thereof and replacing it as follows:
"The Employee shall report directly to the Vice Chairman of the
Company."
3. Section 13(a) of the Employment Agreement is hereby amended by
adding thereto the following new subsections (iv) and (v):
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"(iv) The term "Requested Resignation" shall mean a request by
the Chairman or the Vice Chairman of the Company for the Employee
to tender his resignation as President and Chief Executive
Officer of the Company."
"(v) The term "Good Reason" shall mean:
(a) the assignment to the Employee of (1) any duties
inconsistent in any respect with the Employee's position
(including status, offices, titles and reporting
requirements), authority, duties or responsibilities as
contemplated by Section 2 of this Agreement, or (2) any
other action by the Company which results in a diminution in
such position, authority, duties or responsibilities, other
than an insubstantial and inadvertent action which is
remedied by the Company promptly after receipt of notice
thereof given by the Employee;
(b) any failure by the Company to comply with any of the
provisions of Section 3 of this Agreement, other than an
insubstantial and inadvertent failure which is remedied by
the Company promptly after receipt of notice thereof given
by the Employee; or
(c) any purported termination by the Company of the
Employee's employment otherwise than as permitted by this
Agreement."
4. Section 13 is hereby amended by adding to Section 13 the
following new subsections (g) and (h) and substituting subsection (c) below for
subsection (c):
"(g) Termination upon Requested Resignation
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The Employee's employment may be terminated by the Company upon the
acceptance of a Requested Resignation pursuant to paragraph 13(a)(iv) hereof.
In the event of the termination of the Employee's employment under this
paragraph 13(g), the Employee shall be entitled to (i)
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continue to receive his Base Salary for one year following the date of such
termination; (ii) the other benefits provided for in Paragraph 6 hereof (unless
such benefits are not available after termination of employment under the terms
of such benefit plans), all at the then-effective rates, in accordance with the
Company's then-effective payroll payment practices, minus payroll deductions and
costs of group insurance for one year following the date of such termination;
and (iii) an office and a secretary designated by the Company for one year
following the date of such termination."
"(h) Termination for Good Reason
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The Employee's employment may be terminated by the Employee for Good
Reason pursuant to paragraph 13(a)(v) hereof. In the event of the termination
of the Employee's employment under this paragraph 13(h), the Employee shall be
entitled to (i) continue to receive his Base Salary for one year following the
date of such termination; (ii) the other benefits provided for in Paragraph 6
hereof (unless such benefits are not available after termination of employment
under the terms of such benefit plans), all at the then-effective rates, in
accordance with the Company's then-effective payroll payment practices, minus
payroll deductions and costs of group insurance for one year following the
effective date of such termination and (iii) an office and a secretary
designated by the Company for one year following the effective date of such
termination."
"(c) Termination Without Cause
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The Employee's employment may be terminated by the Company Without
Cause pursuant to paragraph 13(a)(ii) hereof. In the event of the termination
of the Employee's employment under this paragraph 13(i), the Employee shall be
entitled to (i) continue to receive his Base Salary for one year following the
date of such termination; (ii) the other benefits provided for in Paragraph 6
hereof (unless such benefits are not available after termination of employment
under the terms of such benefit plans), all at the then-effective rates, in
accordance with the Company's then-effective payroll payment practices, minus
payroll deductions and costs of group insurance for one year following the
effective date of such termination and (iii) an office and a secretary
designated by the Company for one year following the effective date of such
termination."
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4. No Other Change
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Except as specifically set forth herein, the Employment Agreement
shall continue in full force and effect in accordance with the provisions
thereof as in existence on the date hereof. Any reference to the Employment
Agreement shall mean the Employment Agreement as amended hereby.
5. Governing Law
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This First Amendment shall be governed by and construed in accordance
with the laws of the State of Georgia.
IN WITNESS WHEREOF, the Company and the Employee have executed this
First Amendment as of the day and year first above written.
METROMEDIA INTERNATIONAL GROUP, INC.
(formerly known as The Actava Group, Inc.)
By: /s/ Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx
Vice Chairman
/s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
