EXHIBIT 10.15
Xx. Xxxxx Xxxxxx
x/x Xxxxxx, Xxxxxxxx, Teller & Hoberman
000 X. Xxxxxxx Xxxxx 0xx Xxxxx
Xxxxxxx Xxxxx, XX 00000-00000
Att: Xxxx X. Xxxxxxxx, Esq.
Dear Xx. Xxxxxx:
This letter, when executed by both you and Fox Sports Net, L.L.C., (hereinafter
referred to as "the Company"), will confirm the agreement between you and the
Company relating to your employment by the Company, and will supersede all prior
agreements between you and the Company relative to your employment with the
Company.
1. (a) The Company hereby employs you for a period of approximately twenty-
four months, commencing no later than July 1, 1997 and ending June 30,
1999.
(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).
3. (a) You shall serve as both Joint Chief Operating Officer, reporting
directly to the President and Chief Operating Officer, Fox/Liberty
Networks, L.L.C., and; Executive Vice-President, Fox Sports, reporting to
the President, Fox Sports.
(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.
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) $500, 000 per annum for the period from July l, 1997 through June 30,
1998;
(b) $537,500 per annum for the twelve month period from July 1, 1998
through June 30, 1999.
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 one
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 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) All memoranda, notes, records and other documents made or compiled by
you, or made available to you during the term of this Agreement concerning
the business of the
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Company or its affiliates shall be the Company's property, excluding
personal files and telephone rolodex, and shall be delivered to the Company
on the termination of this Agreement or at any other time on request. You
shall keep in confidence and shall not use for yourself or others, or
divulge to others, any information concerning the business of the Company
or its affiliates which is not otherwise publicly available and which is
obtained by you as a result of your employment, including but not limited
to, trade secrets or processes and information deemed by the Company to be
proprietary in nature, unless disclosure is permitted by the Company or
required by law.
(c) The Company shall have the right to use your name, approved biography
and approved 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.
(d) 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:
(a) Stock Appreciation Rights Plan. It is the Company's intent to develop
a stock appreciation rights ("SAR") plan. The SAR plan shall be of a type equal
to or better than that previously offered to Liberty Media employees of like
status and second only to that offered to the President of Fox / Liberty
Networks, L.L.C. The Company agrees to provide you with comparable economic
value if an SAR plan for the Company is not enacted. In the event of a public
offering, SAR's will be converted to public stock.
(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.
(c) You shall participate in the Company's bonus program in the same
manner as other comparable executives and, in any event, at the same level as
comparable Fox employees at the same level provided, however the payment of any
bonus and the amount of any such payment shall be entirely at the discretion of
the Company. You shall receive a prorated share of your Fox Sports Net. L.L.C.
1997 bonus to which you will be entitled to for the fiscal year ending in
December 1997.
(d) You will receive four round-trip coach tickets per year between New
York and Los Angeles for you and no more than four of your family members.
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(e) At any time during your employment with the Company, the Company will
lend to you the sum of $200,000 toward the purchase of a house at the lowest
then-prevailing interest rate charged the Company by its bank.
(f) Notwithstanding the provisions of Paragraph 13 of this Employment
Agreement, if employment terminates at the expiration of the Agreement you will
be entitled to severance pay in accordance 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.
(g) The Company shall provide you a car allowance in the amount of $1,100
per month.
(h) 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. The Company's engagement of you hereunder is subject to your compliance
with the terms and provisions of the Federal Immigration and Naturalization Act.
You shall provide the Company or its designee with such proof of your United
States citizenship or authorization to work in the Unites States and to complete
all forms required by the Immigration and Naturalization Services. You
acknowledge that this Agreement shall not become effective and you shall not be
entitled to any compensation hereunder unless and until you comply with the
provisions of this Paragraph 12.
13. 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 executives of the Company.
14. This Agreement shall be governed by the laws of the State of California
applicable to contracts performed entirely therein.
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15. 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,
FOX SPORTS NET, L.L.C
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
2nd July, '97
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Date
THE FOREGOING IS AGREED TO:
/s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
6/16/97
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Date
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