Exhibit 10.3
NOTE TERMINATION AGREEMENT
This NOTE TERMINATION AGREEMENT, dated as of May 17, 2002 (the
"Note Termination Agreement"), is entered into by and between J2 COMMUNICATIONS,
a California corporation (the "Company"), and XXXXX X. XXXXXXX ("Executive").
WHEREAS, Executive has served since 1986 and continues to serve as
Chairman of the Board of Directors, President and Chief Executive Officer of the
Company;
WHEREAS, Executive and the Company are parties to a Restated Employment
Agreement, dated as of July 1, 1999 (the "1999 Employment Agreement");
WHEREAS, contingent on certain events, Executive and the Company have
agreed to terminate the Restated Employment Agreement and enter into a 2002
Employment Agreement (the "2002 Employment Agreement");
WHEREAS, in consideration of the termination of the 1999 Agreement, the
execution by Executive of the 2002 Employment Agreement and the forgiveness by
Executive of the principal amount of and all interest accrued on the Contingent
Note (as defined below), the Company has agreed to pay the Executive the sum of
One Million One Hundred Thousand Dollars ($1,100,000).
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants herein contained, the parties hereto agree as follows:
1. Executive hereby releases the Company from any liability to Executive
pursuant to the contingent promissory note listed on Exhibit A hereto (the
"Contingent Promissory Note"). The Executive represents and warrants to the
Company that the Contingent Promissory Note listed on Exhibit A is the only
promissory note currently due and owing from the Company to Executive. The
Company represents and warrants to Executive that the Contingent Promissory Note
is enforceable in accordance with its terms.
2. Contemporaneously with the execution and delivery of this Note
Termination Agreement, (a) the Company will pay to Executive by wire transfer of
immediately available funds to a bank account designated in writing by Executive
the sum of One Million One Hundred Thousand Dollars ($1,100,000) and (b)
Executive will deliver to the Company the original of the Contingent Promissory
Note marked "cancelled," dated as of even date herewith and executed by
Executive.
3. This Note Termination Agreement and each of the provisions hereunder
shall
be interpreted according to and governed by the internal laws of the State of
California regardless of the principles of choice of law of that or any other
jurisdiction. The parties hereto submit to the jurisdiction of the state and
federal courts of the State of California.
IN WITNESS WHEREOF the parties hereto have signed this Note Termination
Agreement as of the date first above written:
EXECUTIVE
--------------------------
Xxxxx X. Xxxxxxx
J2 COMMUNICATIONS, INC.
By:_____________________________________
Its:____________________________________
EXHIBIT A
1. A Contingent Note dated July 1, 1999 and made between J2 Communications
("Obligor") and Xxxxx X. Xxxxxxx ("Holder") for an amount of $2,150,625.
