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EXHIBIT 10.09
KING WORLD PRODUCTIONS, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 3, 1996
Xx. Xxxxxx X. Xxxxxx
c/o Camelot Entertainment Sales, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxx:
This letter, when accepted by you, shall constitute an agreement
between you and King World Productions, Inc. ("King World" or the "Company")
with respect to the terms upon which you will be employed by King World during
the Employment Period (as hereinafter defined).
1. (a) During the Employment Period, King World shall employ you,
and you hereby accept employment by King World, in the capacity of President of
King World's barter advertising sales subsidiary, Camelot Entertainment Sales,
Inc. ("Camelot"), on the terms and subject to the conditions set forth in this
Agreement. The "Employment Period" shall mean the period commencing on September
1, 1996 and ending on the earlier to occur of the following: (i) August 31, 1999
(or August 31, 2001, if the Company exercises the option provided in Section
1(b) hereof); and (ii) the date on which this Agreement is terminated pursuant
to the provisions of Section 7(a) hereof. During the Employment Period, you
shall perform such services as shall from time to time be reasonably assigned to
you by King World's Chief Executive Officer, Chairman or Chief Operating
Officer, or by or pursuant to resolution of Camelot's Board of Directors, and
you shall diligently devote your entire business time, skill and attention to
the performance of such services and your duties and obligations hereunder.
(b) You hereby grant to the Company an option to extend the
Employment Period for one additional twenty-four month period ending on August
31, 2001 (hereinafter referred to as the "Option Period"). The Company may
exercise the option by written notice to you on or before May 1, 1999. If the
Company exercises
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said option, the terms and provisions of this Agreement shall remain in effect
and shall apply during the Option Period. Except as otherwise expressly provided
herein, as used herein, the term "Employment Period" shall include the Option
Period if said option has been exercised; and shall exclude the Option Period if
said option has not been exercised.
2. As a consideration for the services rendered by you hereunder,
you shall be entitled to the following:
(a) Salary compensation at the following annual rates: $500,000
during the first twelve months of the Employment Period; $525,000 during
the second twelve months of the Employment Period; $550,000 during the
third twelve months of the Employment Period; and $600,000 during the
Option Period (if any). Your salary compensation shall be payable in
accordance with King World's standard payroll policy from time to time in
effect.
(b) As further consideration for the services rendered by you
pursuant to this Agreement, and in order to induce you to accept
employment with King World on the terms and conditions set forth herein,
the Compensation Committee of King World's Board of Directors (the
"Compensation Committee") has granted to you, subject to your acceptance
of this Agreement, a stock option (herein called the "Option") under the
Company's 1995 Amended and Restated Stock Option and Restricted Stock
Purchase Plan (the "Plan") to purchase 150,000 shares of Common Stock,
$.01 par value, of the Company ("Common Stock"), at an option exercise
price equal to $34.75 per share, the closing price of the Common Stock on
the date hereof, subject to vesting as provided in paragraph (c) below.
(c) The Option shall have a term of ten years and shall become
exercisable with respect to 20% of the total number of shares subject
thereto on August 31, 1997 and each of the two immediately succeeding
anniversaries of that date, and with respect to the remaining 40% of the
total number of shares subject thereto on August 31, 2001, provided that
if you should cease to be a full-time employee of King World or any of its
subsidiaries or affiliates, you will have the right to exercise the
unexercised portion of the option only within the thirty (30) day period
following the date on which you ceased to be a full-time employee, and
then only to the extent that such unexercised portion of the option was
vested on the date your full-time employment ceased, except that if your
full-time employment ceased by reason of your death or disability (within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended), such thirty (30) day period will instead be the
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one-year period following the cessation of your full-time employment.
(d) In the event that the Company is required to withhold any
Federal, state or local taxes in respect of any compensation income
realized by you in respect of the Option granted hereunder or in respect
of any shares acquired upon exercise of the Option, the Company shall
deduct the aggregate amount of such Federal, state or local taxes required
to be so withheld or, if such payments are insufficient to satisfy such
Federal, state or local taxes, you will be required to pay to the Company,
or to make other arrangements satisfactory to the Company regarding
payment to the Company of, the aggregate amount of such taxes.
(e) The terms of the Option are more fully set forth in a definitive
stock option agreement under the Plan, a copy of which is attached to this
Agreement. Such stock option agreement and the Plan shall govern your
rights as an optionee. The Company shall cause the shares of Common Stock
issuable upon the exercise of the Option to be registered on Form S-8 (or
any successor form) under the Securities Act of 1933, as amended, and
listed on the New York Stock Exchange.
3. With respect to each fiscal year of the Company ending within (or
upon the termination of) the Employment Period, you shall be entitled to a
bonus, payable annually, equal to 1% of the net revenues of Camelot for such
fiscal year, such bonus not to exceed $200,000 with respect to any of the first
three fiscal years during the Employment Period, and $250,000 with respect to
either fiscal year of the Option Period. The "net revenues of Camelot" shall
mean, for the purposes of this Agreement, the net revenues of Camelot which are
included in the Company's consolidated financial statements filed with the
Securities and Exchange Commission.
4. (a) In addition to the bonus payable to you pursuant to Section
3, with respect to each fiscal year of the Company ending within (or upon the
termination of) the Employment Period, you shall be entitled to a supplemental
bonus as described in this Section 4, not to exceed $150,000 in any fiscal year
of the Company (excluding, for the purpose of such $150,000 per year limitation,
any amounts subsequently recouped pursuant to paragraph (c) below), provided
that (i) the Committee determines that the average daily closing price of the
Common Stock for such year (the "Average Yearly Price") exceeds $32.625 and (ii)
the Company's return on equity for such fiscal year exceeds the S&P Average
Return on Equity.
(b) If the Average Yearly Price for any such fiscal year equals or
exceeds $38.875, the closing price of the Common
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Stock on December 21, 1993, the supplemental bonus for such year shall be equal
to the lesser of 1% of the net revenues of Camelot for such year or $150,000. If
such Average Yearly Price exceeds $32.625, but is less than $38.875, the
supplemental bonus for such year shall be equal to the lesser of 1.0% of the net
revenues of Camelot for such year or $150,000, multiplied by a fraction, the
numerator of which is the excess of such Average Yearly Price over $32.625, and
the denominator of which is $6.25.
(c) The full amount by which any supplemental bonus payment was
reduced below 1.0% of the net revenues of Camelot for any year or $150,000,
whichever is less, pursuant to the second sentence of paragraph (b) above shall
be payable to you if the Average Yearly Price for any subsequent fiscal year
within the Employment Period equals or exceeds $38.875. A portion of the amount
by which any supplemental bonus payment was reduced pursuant to the second
sentence of paragraph (b) above (and was not previously recouped by you pursuant
to this paragraph (c)) shall be payable to you if the Average Yearly Price for
any subsequent fiscal year or years during the Employment Period is less than
$38.875 but greater than the Average Yearly Price for the year in which such
reduction was made, and the portion of such reduction that shall be payable to
you shall be equal to the full amount of such reduction (or the portion thereof
that was not previously recouped by you pursuant to this paragraph (c)),
multiplied by a fraction, the numerator of which is the excess of the Average
Yearly Price for such subsequent year over the Average Yearly Price for the year
in which such reduction was made and the denominator of which is the excess of
$38.875 over the Average Yearly Price for the year in which such reduction was
made. To the extent that a partial recoupment is made in a subsequent fiscal
year, any amounts not recouped under the foregoing formula shall remain
available for recoupment in subsequent years during the term of this Agreement.
Any amounts not recouped by you pursuant to this paragraph (c) on or prior to
the making of the supplemental bonus payment in respect of the fiscal year
ending on August 31, 1999 shall no longer be subject to recoupment and shall not
be paid to you.
(d) Notwithstanding any other provision of this Agreement, in no
event shall aggregate supplemental bonus payments payable pursuant to this
Section 4 exceed $250,000.
(e) Payments of the supplemental bonus amounts provided herein shall
be made annually, in arrears, as soon as practicable after the after the end of
each fiscal year in which you are eligible for a bonus hereunder.
5. You shall be entitled to participate, on the same basis and
subject to the same qualifications as King World's other executive officers, in
any pension, life insurance, health insurance or hospitalization plan or other
similar plan from time
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to time in effect with respect to King World's executive officers or employees
generally.
6. The Company shall, during the Employment Period, reimburse you
for such expenses as shall be incurred by you in connection with the performance
of your duties hereunder, provided that you furnish to the Company evidence of
such expenses reasonably satisfactory to it.
7. (a) The Employment Period shall terminate (i) upon your death,
(ii) thirty (30) days after written notice to you from King World's Board of
Directors in the event that you have been unable to perform the duties required
of you pursuant to this Agreement for ninety (90) days during any twelve-month
period during the Employment Period (whether or not such ninety (90) days are
consecutive) by reason of illness or other incapacity and King World's Board of
Directors determines to terminate the Employment Period for such reason or (iii)
immediately upon written notice to you in the event that King World's Board of
Directors determines to terminate the Employment Period for cause.
(b) Termination of the Employment Period shall terminate all of your
rights hereunder from and after the effective date of termination except for
your rights to salary and benefits which have accrued but are unpaid at the
effective date of termination, and your rights with respect to the Option (which
shall be governed by the terms of the Plan and the stock option agreement
relating to the Option), and except that in the event that your full-time
employment with the Company is terminated on account of your death, disability
or incapacity, the cash bonus provided for in Section 3 shall continue to be
payable as provided therein through the end of the fiscal year in which your
death, disability or incapacity occurred. (The foregoing is not intended to
relieve or release the Company from any liability for damages to you if the
Company wrongfully terminates the Employment Period.) In no event shall
termination of this Agreement for any reason terminate any of your obligations
under Sections 8, 9, 10 or 11 hereof.
8. Except as required in connection with the performance of services
hereunder, you shall not, during or after the termination of the Employment
Period, use or disclose to any person any confidential business information or
trade secrets of King World or any of its affiliates or business associates that
you obtained or learned during the Employment Period or in the course of your
employment by the Company, including, but not limited to, confidential business
information regarding the type and nature of the contracts entered into by the
Company or its affiliates for the acquisition or distribution of television
programming (including, without limitation, advertising time within any
television programming irrespective of whether King
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World or any of its affiliates distributes such programming to television
stations ("Advertising Time")), the sale or other distribution of television
programming (including, without limitation, Advertising Time), or the basis upon
which King World or any of its affiliates elects to acquire television
programming (including, without limitation, Advertising Time) for sale or other
distribution.
(b) You also agree that during the Employment Period and for a
period of two (2) years following the termination of the Employment Period, you
will not work for, or render services to or for the benefit of, or otherwise be
interested in (whether as an employee, consultant, proprietor or otherwise
howsoever), any business or portion of a business of any person, firm,
partnership or corporation which supplied television programming (including,
without limitation, Advertising Time) to King World or any of its affiliates at
any time within the two (2) year period preceding the termination of the
Employment Period.
9. You hereby agree that you shall not (a) during the Employment
Period and for a period of two (2) years following the termination of the
Employment Period, induce, directly or indirectly, any person from whom or from
which King World or any of its affiliates acquired television programming
(including without limitation Advertising Time) to terminate his or its
agreement with King World or such affiliate with respect to such programming, to
refuse to renew any such agreement or to refuse to furnish King World or any of
its affiliates with any other television programming (including without
limitation Advertising Time), or (b) induce, directly or indirectly, any
employee of King World or any affiliate thereof to terminate his or her
employment with King World or such affiliate.
10. You hereby agree that all ideas, creations, improvements and
other works of authorship created, developed, written or conceived by you at any
time during the Employment Period are works for hire within the scope of your
employment and shall be the property of King World and/or Camelot, free of any
claim whatever by you or any person claiming any rights or interests through
you.
11. Each of you and King World (the "Indemnitor"), agrees to
indemnify and hold harmless the other from and against any and all loss, damage,
claim, liability, cost and expense, including reasonable attorneys' fees,
incurred by the other as a result of, or arising out of or in connection with, a
violation by the Indemnitor of any term, covenant or condition required by this
Agreement to be performed or observed by the Indemnitor.
12. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York and constitutes the entire
understanding between the parties hereto with
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respect to the subject matter hereof. No waiver or modification of any terms
hereof shall be valid unless in writing signed by the party against whom such
waiver is sought to be enforced, and then only to the extent set forth in such
writing. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, assigns, heirs, administrators and
executors.
Yours very truly,
KING WORLD PRODUCTIONS, INC.
By/s/ Xxxxxxx Xxxx
------------------------------------
Accepted as of the date
first above written:
/s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
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KING WORLD PRODUCTIONS, INC.
0000 XXXXXXXX
XXX XXXX, XXX XXXX 00000
As of September 1, 1996
Xx. Xxxxxxxx Xxxxxxxx
Xxxx World Productions, Inc.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Xxxxxxxx:
This letter, when accepted by you, shall amend and restate the
existing employment agreement between King World Productions, Inc. (the
"Company") and you. The Company and you hereby agree as follows:
1. (a) The Company hereby agrees to employ you as Senior Vice
President, Business Affairs and General Counsel for the period (herein called
the "Employment Period") commencing on September 1, 1996 and terminating on
August 31, 2000. You accept such employment and agree to diligently and
faithfully perform such services as shall from time to time be reasonably
assigned to you by, or pursuant to a resolution of, the Company's Board of
Directors or senior management, and diligently and faithfully devote your entire
business time, skill and attention to the performance of such services. The
Company agrees that during the Employment Period you will be required to report
only to its Chairman of the Board, President and Chief Executive Officer and
Executive Vice President and Chief Operating Officer. During the Employment
Period, your base of operations shall be New York City.
(b) You hereby grant to the Company an option (the "Option")
to extend the Employment Period for an additional twelve-month period to
commence on September 1, 2000 and to end on August 31, 2001. The Company may
exercise the Option by giving you written notice to such effect not later than
April 1, 2000. In the event that the Company elects to exercise the Option, the
terms and provisions of this Agreement shall remain in effect and shall apply
during the Employment Period as extended by the exercise of the Option.
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2. (a) Your salary compensation for the period (a) from
September 1, 1996 through August 31, 1997 shall be payable at the annual rate
of $340,000, (b) from September 1, 1997 through August 31, 1998 shall be
payable at the annual rate of $360,000, (c) from September 1, 1998 through
August 31, 1999 shall be payable at the annual rate of $380,000 and (d) from
September 1, 1999 through August 31, 2000 shall be payable at the annual rate
of $400,000. If the Company shall exercise the Option, the Company shall pay
to you, and you shall accept from the Company, salary compensation at the
annual rate of $425,000 for the period from September 1, 2000 through
August 31, 2001. Any compensation payable pursuant to this paragraph 2(a)
shall be paid in accordance with the Company's normal payroll policy at the
time in effect.
(b) During each year of the Employment Period, you may also be
entitled to a bonus if the Company's Board of Directors, in its sole and
absolute discretion, shall so determine.
(c) Subject to the provisions of this paragraph (c), the
Company will grant to you a "non-qualified stock option" under the Company's
Amended and Restated Stock Option and Restricted Stock Purchase Plan (the
"Plan") to purchase 75,000 shares of the Company's Common Stock, $.01 par value
(the "Common Stock"), at an exercise price equal to the closing price of the
Common Stock on the New York Stock Exchange on September 3, 1996. You understand
and agree with respect to such option that:
(i) your right to exercise such option shall vest as follows: 20% on
August 31, 1997; 20% on August 31, 1998; 20% on August 31, 1999; and 40%
on August 31, 2001; and
(ii) if you shall cease to be a full-time employee of the Company
and any of its subsidiaries or affiliates, then you shall only have the
right to exercise the unexercised portion of such option within one month
after the date on which you ceased to be so employed and then only to the
extent that such portion was vested (pursuant to the foregoing vesting
schedule) on the date you ceased to be so employed, and you shall forfeit
all other rights to and under such option, provided, however, that if your
full-time employment ceases by reason of your death or "disability"
(within the meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended), then such one month period shall instead be a one-year
period from the cessation of your employment.
The foregoing, as well as such other terms and conditions as the
Company shall deem appropriate, shall be set forth in a definitive stock option
agreement. Your rights as an optionee shall be governed by the terms of such
agreement and the Plan.
(d) You shall be entitled to participate or continue to
participate, as the case may be, on the same basis as the other employees of the
Company, in any
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pension, profit-sharing, life insurance, health insurance or hospitalization
plan in effect with respect to such employees. You shall be entitled to
reimbursement of expenses reasonably incurred by you in connection with the
performance of your duties hereunder, provided that you promptly furnish
documentation therefor reasonably satisfactory to the Company.
(e) You shall be entitled to utilize first-class travel (if
available and if used) for all plane trips with scheduled flying times greater
than three hours and, if applicable, business class air travel for all plane
trips with scheduled flying times of three hours or less.
3. (a) In the event of your death, this Agreement shall
automatically terminate, effective upon the date of your death.
(b) In the event that you are unable to perform the duties
required of you pursuant to this Agreement for ninety (90) days during the
Employment Period (whether or not such ninety (90) days are consecutive) by
reason of illness or other physical incapacity, the Company may, after the
expiration of such ninety (90) days, terminate this agreement on thirty (30)
days written notice to you.
4. Except as required in connection with the performance of your
services to the Company, you shall not, during or after the termination of the
Employment Period, use or disclose to any person, partnership or corporation any
confidential business information or trade secrets of the Company obtained or
learned by you during the Employment Period, including, without limitation,
information as to the type and nature of the contracts entered into by the
Company in connection with the acquisition of television programming and the
distribution of television programming, or the basis upon which the Company
elects to acquire television programming for distribution.
5. You hereby agree that you shall not, for a period of two (2)
years following the termination of the Employment Period, (a) induce, directly
or indirectly, any person, partnership or corporation from whom or from which
the Company acquired television programming during the Employment Period, to
terminate its agreement with the Company with respect to such programming, to
refuse to renew any such agreement or to refuse to furnish to the Company any
other television programming or (b) induce, directly or indirectly, any employee
of the Company to terminate his or her employment with the Company.
6. You hereby agree that all ideas, creations, improvements and
other works of authorship created, developed, written or conceived by you at any
time during the Employment Period are works for hire within the scope of your
employment and shall be the property of the Company free of any claim whatever
by you or any person claiming any rights or interests through you.
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7. You hereby agree to indemnify and hold the Company harmless from
and against any and all loss, damage, liability, cost and expense, including
reasonable attorneys' fees, incurred by the Company as a result of, arising out
of or in connection with a violation of any term or condition of this Agreement
required to be performed or observed by you. The Company hereby agrees to
indemnify and hold you harmless from and against any and all loss, damage,
liability, cost and expense, including reasonable attorneys' fees, incurred by
you as a result of, arising out of or in connection with a violation of any term
or condition of this Agreement required to be performed or observed by the
Company.
8. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York and constitutes the entire agreement,
and shall supersede any prior agreement, between the parties hereto on the
subject matter hereof. No waiver or modification of the terms or conditions
hereof shall be valid unless in writing signed by the party to be charged and
only to the extent therein set forth. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors, assigns, heirs,
administrators and executors.
Yours very truly,
KING WORLD PRODUCTIONS, INC.
By /s/ Xxxxxx Xxxxxx
---------------------------
ACCEPTED:
By: /s/ Xxxxxxxx Xxxxxxxx
--------------------------
Xxxxxxxx Xxxxxxxx
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KING WORLD CORPORATION
000 Xxxxxx Xxxxxxxx
Xxxxx Xxxxx, Xxx Xxxxxx 00000
September 3, 1996
Xx. Xxxxxxx X. Xxxxxxxxxx
00 Xxx Xxxx Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Dear Xxxx:
This letter, when accepted by you, shall constitute an agreement
between you and King World Corporation, a New Jersey corporation (the
"Company"), with respect to your employment by the Company for the Employment
Period (as hereinafter defined). As used herein, the term "King World Group"
refers collectively to King World Productions, Inc. ("King World") and its
consolidated subsidiaries (including the Company).
1. (a) The Company hereby employs you for a term commencing on
September 1, 1996 and terminating at midnight on August 31, 1997, or, if the
option provided in Section 1(b) hereof is exercised in whole or in part, on the
Extension Termination Date determined pursuant to Section 1(b), or such earlier
date on which such term is terminated pursuant to Section 6 hereof (the
"Employment Period"). During the Employment Period, you shall serve as, and
perform the duties of, President--King World Ventures, a newly created division
of King World, and, in such capacity, (i) you shall be responsible for managing
the King World Group's domestic and international acquisitions and investments,
subject to the direction of King World's Board of Directors; and (ii) you shall
report directly to King World's President and Chief Executive Officer, Chairman
and Chief Operating Officer. The implementation of all recommendations made by
you for acquisitions and investments shall be subject to the prior approval of
King World's President and Chief Executive Officer and Chairman. During the
Employment Period, you shall perform such services as shall be reasonably
assigned to you from time to time by King World's Chief Executive Officer,
Chairman or Chief Operating Officer, or by or pursuant to resolution of its
Board of Directors, and you shall diligently devote your entire business time,
skill and attention (except as provided in Section 1(c) below) to the
performance of your duties and obligations hereunder.
(b) You hereby grant to the Company four successive
dependent options to extend the Employment Period for one
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additional twelve-month period each (each such period being hereinafter called
an "Option Period"). The Company may exercise each option by giving you written
notice to such effect on or before the 30th day of June immediately prior to the
date on which the Employment Period would otherwise terminate. If the Company
does not exercise such option for the next following Option Period, the
remaining options shall automatically terminate. If the Company exercises such
option for a particular Option Period, the terms and provisions of this
Agreement shall remain in effect and shall apply during such Option Period.
Except as otherwise expressly provided herein, as used herein, the term
"Employment Period" shall include any Option Period as to which an option to
extend the Employment Period has been exercised, and shall exclude any Option
Period as to which an option to extend the Employment Period has not been
exercised or was terminated; and the term "Extension Termination Date" shall
mean the last day of the last Option Period for which the Company's option
pursuant to this Section 1(b) has been exercised.
(c) During the Employment Period, you may serve as a director
of one or more corporations that are not members of the King World Group,
provided that (i) the total number of directorships in which you serve at any
one time shall not exceed three; and (ii) you shall not serve as a director of
any corporation or other entity to which the Company objects in writing, on the
ground that (a) in the reasonable judgement of King World's Board of Directors,
such corporation or other entity, or any of its affiliates, conducts a business
that competes with any business in which any King World Group company is engaged
or proposes to engage, or otherwise detrimentally affects the King World Group
companies, or (b) your service as such a director would conflict with or detract
from the performance of your duties and responsibilities to the Company and King
World. You shall not devote a material amount of your business time to service
on such directorships. In addition, you shall not serve as a director of any
corporation if to do so would violate any law or regulation.
2. You agree to render services to the Company at such locations as
your duties require; provided that you shall not be required to relocate your
residence. The Company shall provide you with an office and secretarial services
at its offices in Short Hills, New Jersey (or a successor location), which shall
be your home base of operations; shall also make available to you office
facilities in its New York offices when such duties require you to work out of
King World's New York office; and shall provide you with such support personnel
as are necessary to enable you to carry out your duties hereunder.
3. (a) The Company shall pay to you, and you shall accept, for your
services performed during the Employment Period,
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salary compensation at the annual rate of $350,000, which rate shall be
increased by $25,000 over the rate in effect for the prior fiscal year for each
Option Period during the Employment Period. Such salary compensation shall be
paid in accordance with the Company's normal payroll policy at the time in
effect. Any bonus to you shall be payable in the sole discretion of the Company.
(b) Subject to your acceptance of this Agreement, the
Compensation Committee of the Board of Directors of King World has granted to
you a "non-qualified stock option" under the King World Productions, Inc. 1995
Amended and Restated Stock Option and Restricted Stock Purchase Plan ("Plan") to
purchase 100,000 shares of King World Common Stock, $.01 par value ("Common
Stock"), at an exercise price equal to the closing price of the Common Stock on
the New York Stock Exchange on the date hereof. You understand and agree, with
respect to such stock option, that:
(i) subject to the provisions of clause (ii) below, your right to
exercise such option shall vest over a five year period as follows: 20% on
August 31, 1997; 20% on August 31, 1998; 20% on August 31, 1999; and 40%
on August 31, 2001; and
(ii) if you cease for any reason to be employed full time by the
Company (or one or more of the other King World Group companies), then you
shall only have the right to exercise the unexercised portion of such
option within one month after the date on which you ceased to be so
employed and then only to the extent that such portion was vested
(pursuant to the foregoing vesting schedule) on the date you ceased to be
so employed, and you shall forfeit all other rights to and under such
option, except that if your full-time employment ceases by reason of your
death or "disability" (within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended), then such one month period
shall instead be a one-year period following the cessation of your
employment.
The foregoing, as well as such other terms and conditions as the
Company shall deem appropriate, shall be set forth in a definitive stock option
agreement. Your rights as an optionee shall be governed by the terms and
conditions of such agreement and the Plan.
4. The Company shall, during the Employment Period, reimburse you
for such business expenses as are reasonably incurred by you in connection with
the performance of your duties hereunder, provided that you promptly furnish
documentation therefor reasonably satisfactory to the Company.
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5. During the Employment Period, you shall be entitled to
participate, on the same basis and subject to the same qualifications as the
executive officers of King World, in any pension, profit-sharing, life
insurance, health insurance or hospitalization plan or other similar plan from
time to time in effect with respect to all executive officers of King World.
6. (a) In the event of your death, the Employment Period shall
automatically terminate, effective upon the date of your death.
(b) In the event that you are unable to perform the duties
required of you pursuant to this Agreement for any period of ninety (90) days
during any consecutive 12-month period during the Employment Period (whether or
not such ninety (90) days are consecutive) by reason of illness or other
physical or mental incapacity, the Company may, after the expiration of such
ninety (90) days, terminate the Employment Period on thirty (30) days written
notice to you.
7. Except as required in connection with the performance of your
services for the King World Group companies, you shall not, during or after the
termination of the Employment Period, use or disclose to any person, firm,
partnership or corporation any confidential or proprietary information or trade
secrets of King World or any of its subsidiaries or affiliates obtained or
learned by you or at any time during or prior to the Employment Period,
including, without limitation, the type and nature of the contracts entered into
by King World or any of its subsidiaries or affiliates in connection with the
acquisition of television programming (including, without limitation, the
acquisition of advertising time within any television programming irrespective
of whether the Company or any of its subsidiaries or affiliates distributes such
programming to television stations ("Advertising Time")), the sale or other
distribution of television programming (including, without limitation,
Advertising Time), or the basis upon which King World or any of its subsidiaries
or affiliates elects to acquire television programming (including, without
limitation, Advertising Time) for sale or other distribution. Notwithstanding
the foregoing, the following shall not be considered confidential or proprietary
information or trade secrets under this provision: information that (i) is
published or otherwise in the public domain, or (ii) becomes lawfully available
from a third party without restriction on its disclosure.
8. You hereby agree that during and for a period of two (2) years
following the termination of the Employment Period, you shall not (a) induce,
directly or indirectly, any person, firm, partnership or corporation from whom
or from which the Company or any of its subsidiaries or affiliates acquired
television programming (including, without limitation, Advertising
16
Time) during the Employment Period, to terminate its agreement with the Company
or such subsidiary or affiliate with respect to such programming (including any
such Advertising Time), to elect not to renew any such agreement or not to
furnish to the Company or any such subsidiary or affiliate any other television
programming (including, without limitation, Advertising Time) or (b) induce,
directly or indirectly, any employee of the Company or any of its subsidiaries
or affiliates to terminate his or her employment with the Company or any such
subsidiary or affiliate.
9. You hereby agree that all ideas, creations, improvements and
other works of authorship created, developed, written or conceived, individually
or jointly, by you at any time during the Employment Period for any King World
Group company or otherwise in connection with your duties hereunder, and which
are within the scope of your duties for the Company or any of its subsidiaries
or affiliates are works for hire within the scope of your employment and shall
be the property of the Company (or the appropriate subsidiary or affiliate) free
of any claim whatever by you or any person claiming any rights or interests
through you.
10. You and the Company (each an "Indemnitor") hereby agree to
indemnify and hold harmless the other from and against any and all loss, damage,
liability, cost and expense, including reasonable attorneys' fees, incurred by
the other as a result of, or arising out of or in connection with, a violation
by the Indemnitor of any material term or condition of this Agreement required
to be performed or observed by him or it, as determined by a court of competent
jurisdiction.
11. All notices hereunder shall be in writing and shall be mailed by
first class mail, postage prepaid, Return Receipt Requested or sent by
recognized courier service, addressed, if to the Company, at 000 Xxxxxx
Xxxxxxxx, Xxxxx Xxxxx, Xxx Xxxxxx 00000, Attn. Vice President--Finance, with a
copy to King World Productions, Inc, 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attn. Chief Operating Officer, or if to you, at your address as it appears at
the time on the books and records of the Company. All notices shall be deemed to
have been given three business days after mailing in the manner described above,
or one business day after sending by recognized courier service.
12. This Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey, and constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. No waiver
or modification of the terms or conditions hereof shall be valid unless in
writing signed by the party against whom such waiver is sought to be enforced,
and then only to the extent set forth in such writing. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
successors, assigns,
17
heirs, administrators and executors. You may not assign or delegate any of your
rights or obligations hereunder without the express, written consent of the
Company in each instance. This Agreement may be executed by the parties hereto
in counterparts, each of which shall be deemed an original but both of which
together shall constitute one and the same settlement.
Yours very truly,
KING WORLD CORPORATION
By/s/ Xxxxxxx Xxxx
-------------------------------
AGREED TO AND ACCEPTED:
/s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxxx
18
KING WORLD PRODUCTIONS, INC.
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
September 3, 1996
Mr. Xxxxxx Xxxxxx
00000 Xxxxxxxx Xxxxxxxxx
Xxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000
Dear Xxx:
This letter, when accepted by you, shall constitute an agreement
between you and King World Productions, Inc. ("King World" or the "Company"),
with respect to your employment by the Company for the Employment Period (as
hereinafter defined).
1. (a) The Company hereby employs you for a term commencing on
September 1, 1996 and terminating at midnight on August 31, 1997, or, if the
option provided in Section 1(d) hereof is exercised in whole or in part, on the
Extension Termination Date determined pursuant to Section 1(d), or such earlier
date on which such term is terminated pursuant to Section 4 hereof (the
"Employment Period"). During the Employment Period, you shall serve as, and
perform the duties of, Senior Vice President--Administration of the Company,
with responsibility for general administrative matters of King World and its
consolidated subsidiaries. In such capacity, you shall undertake and perform
such projects and assignments from time to time assigned to you by the Board of
Directors of King World or its senior management. You hereby agree to accept
such employment and to diligently and faithfully perform the responsibilities
and obligations hereunder.
(b) You agree to render services to the Company at such
locations as your duties require; provided that your home base of operations
shall be Los Angeles.
(c) You shall devote at least 80% of your business time to the
performance of your duties hereunder. The remainder of your business time may be
devoted to your other pursuits, including but not limited to the private
practice of law, provided, however, that such other pursuits do not, in the
reasonable judgement of the Board of Directors of the Company, conflict with
your duties and responsibilities to the Company and King World.
19
(d) You hereby grant to the Company four successive, dependent
options to extend the Employment Period for one additional twelve-month period
each (each such period being hereinafter called an "Option Period"). The Company
may exercise each option by giving you written notice to such effect on or
before the 30th day of June immediately prior to the date on which the
Employment Period would otherwise terminate. If the Company does not exercise
such option for the next following Option Period, the remaining options shall
automatically terminate. If the Company exercises such option for a particular
Option Period, the terms and provisions of this Agreement shall remain in effect
and shall apply during such Option Period. Except as otherwise expressly
provided herein, as used herein, the term "Employment Period" shall include any
Option Period as to which an option to extend the Employment Period has been
exercised, and shall exclude any Option Period as to which an option to extend
the Employment Period has not been exercised or was terminated; and the term
"Extension Termination Date" shall mean the last day of the last Option Period
for which the Company's option pursuant to this Section 1(d) has been exercised.
2. (a) The Company shall pay to you, and you shall accept, for your
services performed during the Employment Period, salary compensation at the
annual rate of $400,000. Such salary compensation shall be paid in accordance
with the Company's normal payroll policy at the time in effect.
(b) The Compensation Committee of the Board of Directors of
King World has granted to you, subject to your acceptance of this Agreement, a
"non-qualified stock option" under the King World Productions, Inc. 1995 Amended
and Restated Stock Option and Restricted Stock Purchase Plan ("Plan") to
purchase 100,000 shares of King World Common Stock, $.01 par value ("Common
Stock"), at an exercise price equal to the closing price of the Common Stock on
the New York Stock Exchange on the date hereof. You understand and agree, with
respect to such stock option that:
(i) subject to the provisions of clause (ii) below, your right to
exercise such option shall vest over a five year period as follows: 20% on
August 31, 1997; 20% on August 31, 1998; 20% on August 31, 1999; and 40%
on August 31, 2001; and
(ii) if you should cease for any reason to be an employee of the
Company or any of its subsidiaries or affiliates, then you shall only have
the right to exercise the unexercised portion of such option within one
month after the date on which you ceased to be so employed and then only
to the extent that such portion was vested (pursuant to the foregoing
vesting schedule)
20
on the date you ceased to be so employed, and you shall forfeit all other
rights to and under such option, except that if your full-time employment
ceases by reason of your death or "disability" (within the meaning of
Section 22(e)(3) of the Internal Revenue Code of 1986, as amended), then
such one month period shall instead be a one-year period following the
cessation of your employment.
The foregoing, as well as such other terms and conditions as the
Company shall deem appropriate, shall be set forth in a definitive stock option
agreement. Your rights as an optionee shall be governed by the terms and
conditions of such agreement and the Plan.
3. You shall be entitled to participate, on the same basis as the
other employees of the Company and King World, in any pension, profit-sharing,
life insurance, health insurance or hospitalization plan in effect with respect
to such other employees. You shall be entitled to reimbursement of expenses
reasonably incurred by you in connection with the performance of your duties
hereunder, provided that you promptly furnish documentation therefor reasonably
satisfactory to the Company and King World.
4. (a) In the event of your death, the Employment Period shall
automatically terminate, effective upon the date of your death.
(b) In the event that you are unable to perform the duties
required of you pursuant to this Agreement for any period of ninety (90) days
during any consecutive 12-month period during the Employment Period (whether or
not such ninety (90) days are consecutive) by reason of illness or other
physical or mental incapacity, the Company may, after the expiration of such
ninety (90) days, terminate the Employment Period on thirty (30) days written
notice to you.
5. (a) Except as required in connection with the performance of
your services for the Company, you shall not, during or after the termination of
the Employment Period, use or disclose to any person, firm, partnership or
corporation any confidential or proprietary information or trade secrets of the
Company or any of its subsidiaries or affiliates obtained or learned by you or
at any time during or prior to the Employment Period, including, without
limitation, the type and nature of the contracts entered into by the Company or
any of its subsidiaries or affiliates in connection with the acquisition of
television programming (including, without limitation, the acquisition of
advertising time within any television programming irrespective of whether the
Company or any of its subsidiaries or affiliates distributes such programming to
television stations ("Advertising
21
Time")), the sale or other distribution of television programming (including,
without limitation, Advertising Time), or the basis upon which the Company or
any of its subsidiaries or affiliates elects to acquire television programming
(including, without limitation, Advertising Time) for sale or other
distribution.
(b) You also agree that during and for a period of two (2)
years following the termination of the Employment Period, you will not work for,
or render services to or for the benefit of, or otherwise be interested in
(whether as an employee, consultant, independent contractor, proprietor,
investor, lender or in any other manner), any business or portion of a business
of any person, firm, partnership or corporation which supplied television
programming (including, without limitation, Advertising Time) to the Company or
any of its subsidiaries or affiliates at any time within the two (2) year period
preceding the termination of the Employment Period.
6. You hereby agree that during and for a period of two (2) years
following the termination of the Employment Period, you shall not (a) induce,
directly or indirectly, any person, firm, partnership or corporation from whom
or from which the Company or any of its subsidiaries or affiliates acquired
television programming (including, without limitation, Advertising Time) during
the Employment Period, to terminate its agreement with the Company or such
subsidiary or affiliate with respect to such programming (including any such
Advertising Time), to elect not to renew any such agreement or not to furnish to
the Company or any such subsidiary or affiliate any other television programming
(including, without limitation, Advertising Time) or (b) induce, directly or
indirectly, any employee of the Company or any of its subsidiaries or affiliates
to terminate his or her employment with the Company or any such subsidiary or
affiliate.
7. You hereby agree that all ideas, creations, improvements and
other works of authorship created, developed, written or conceived by you at any
time during the Employment Period and which are within the scope of your duties
for the Company or any of its subsidiaries or affiliates are works for hire
within the scope of your employment and shall be the property of the Company (or
the appropriate subsidiary or affiliate) free of any claim whatever by you or
any person claiming any rights or interests through you.
8. You hereby agree to indemnify and hold the Company and its
subsidiaries and affiliates harmless from and against any and all loss, damage,
liability, cost and expense, including reasonable attorneys' fees, incurred by
them as a result of, arising out of or in connection with a violation of any
term or condition of this Agreement required to be performed or observed by you.
The Company hereby agrees to indemnify and hold you harmless from and against
any and all loss, damage, liability,
22
cost and expense, including reasonable attorneys' fees, incurred by you in
connection with a violation by the Company of any term or condition of this
Agreement required to be performed or observed by it.
9. All notices hereunder shall be in writing and shall be mailed by
first class mail, postage prepaid, or sent by recognized courier service
addressed, if to the Company, at 000 Xxxxxx Xxxxxxxx, Xxxxx Xxxxx, Xxx Xxxxxx
00000, Attn. Vice President--Finance, with a copy to King World Productions,
Inc., 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn. Chief Operating Officer, or
if to you, at your address as it appears at the time on the books and records of
the Company. All notices shall be deemed to have been given three business days
after mailing in the manner described above, or one business day after sending
by recognized courier service.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, and constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof. No waiver
or modification of the terms or conditions hereof shall be valid unless in
writing signed by the party to be charged and only to the extent therein set
forth.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their successors, assigns, heirs, administrators and
executors. You may not assign or
23
delegate any of your rights or obligations hereunder without the express,
written consent of the Company in each instance.
Yours very truly,
KING WORLD PRODUCTIONS, INC.
By/s/ Xxxxxxx Xxxx
----------------------------
AGREED TO AND ACCEPTED:
/s/ Xxxxxx X. Xxxxxx
-------------------------
Xxxxxx X. Xxxxxx
