EXHIBIT 10.21
January 1, 2003
Xxxxx Xxxxxxxx & Associates, Inc.
Post Production Consulting
000 X. Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Xxxxx Xxxxxxxx
000 X. Xxxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Ladies and Gentlemen:
By signing below, this letter agreement (this "Agreement") shall set
forth the terms and conditions of the consulting arrangement between Xxxxx
Xxxxxxxx & Associates, Inc., a California corporation ("Associates"), and Xxxxx
Xxxxxxxx, an individual ("Xxxxxxxx"), on the one hand, and Ascent Media Group,
Inc. (formerly known as Liberty Livewire Corporation) (the "Company"), on the
other hand. Xxxxxxxx and Associates shall collectively be referred to herein as
"Consultant."
1. Relationship and Duties. The Company shall retain Consultant as an
independent contractor to provide advice, guidance and consultation to the
Company with respect to (a) the operation, management, and strategic vision of
the Company's Creative Services Group (formerly known as the Pictures Group),
(b) marketing, client retention and development, and new business development
for the Creative Services Group, and (c) new technologies and the deployment
thereof (collectively, the "Services"). Xxxxxxxx shall personally perform all of
the Services on behalf of Consultant. In the provision of the Services, Xxxxxxxx
shall have the title "Chairman of the Creative Services Group" and shall report
to the Chief Operating Officer of the Company and, in the absence thereof, to
the Chief Executive Officer.
The Company acknowledges that Consultant desires to work in delineated
time blocks of two (2) months or more and agrees that Consultant shall not be
required to work on a "part time" basis (i.e., 2 or 3 days per week, on an
ongoing basis). The Company shall use commercially reasonable efforts to
accommodate such desires by assigning projects to Consultant that have a defined
period of time ascribed to them. However, Consultant may also be assigned
specific short term assignments on an occasional basis (i.e., Xxxxxxxx may be
asked to have dinner or attend a meeting with a client). The Company
acknowledges that, as Consultant will have other business and personal
commitments during the Term (provided that any such business commitments do not
violate the provisions of Section 10 below), the Company will give Consultant as
much advance notice as possible of its desire to schedule Consultant for
assignments. In the event Xxxxxxxx is not immediately available to work on a
requested
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
Page 2
assignment, Consultant shall use commercially reasonable efforts to make
Xxxxxxxx available for such assignment as soon as reasonably possible
thereafter.
2. Term.
2.1 Initial Term. Subject to Sections 2.2 and 2.3 below, the term
of this Agreement shall be for a period of three (3) years commencing as of
January 1, 2003 (the "Commencement Date"), and expiring at the close of business
on December 31, 2005 (the "Initial Term"). The Initial Term, together with any
Renewal Term(s) (as provided in Sections 2.2 and 2.3 below), shall be referred
to in this Agreement as the "Term."
2.2 First Renewal Term. Unless Consultant delivers written notice
to the Company not less than sixty (60) days prior to the expiration of the
Initial Term indicating its intention to allow the Term to expire (the "First
Termination Notice"), the Term of this Agreement shall automatically be extended
for an additional period of one (1) year, through December 31, 2006 (the "First
Renewal Term"), and all terms and conditions of this Agreement shall remain the
same during the First Renewal Term. If Consultant delivers the First Termination
Notice, then this Agreement shall expire at the close of business on December
31, 2005.
2.3 Second Renewal Term. Provided this Agreement has not already
expired pursuant to Section 2.2 above, unless Consultant delivers written notice
to the Company not less than sixty (60) days prior to the expiration of the
First Renewal Term indicating its intention to allow the Term to expire (the
"Second Termination Notice"), the Term of this Agreement shall automatically be
extended for an additional period of one (1) year, through December 31, 2007
(the "Second Renewal Term"), and all terms and conditions of this Agreement
shall remain the same during the Second Renewal Term, except that there shall be
no renewal option at the end of the Second Renewal Term. If Consultant delivers
the Second Termination Notice, then this Agreement shall expire at the close of
business on December 31, 2006.
3. Consultant Fees. For all services rendered by Consultant hereunder
and all covenants and conditions undertaken by Consultant pursuant to this
Agreement, the Company shall pay, and Consultant shall accept, as full
compensation, the amounts set forth in this Section 3:
3.1 Retainer. The Company shall pay Consultant an annual retainer
of Two Hundred Twenty Thousand Dollars ($220,000) per annum (the "Retainer"),
payable on a biweekly basis.
3.2 Per Diem. In addition to the Retainer, the Company shall pay
Consultant a per diem of One Thousand Dollars ($1,000.00) for each day of work
per year (the "Per Diem"), with a guaranteed minimum of 130 workdays per year
(i.e., 26 work weeks) (the "Guaranteed Minimum"). Consultant shall have no
obligation to work in excess of 130 days per year (i.e., any days in excess of
130 are subject to Consultant's consent).
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
Page 3
For the avoidance of any doubt, regardless of the number of days
worked by Consultant in a given year of the Term (i.e., regardless of whether
(a) the Company assigns less than 130 days worth of projects to Consultant in a
given year or (b) Consultant works more than 130 days in a given year), there
shall be no adjustment (either upward or downward) to the Guaranteed Minimum for
the following (or any subsequent) year of the Term. For purposes of this
Agreement, a "workday" shall equal up to ten (10) hours.
Within ten (10) business days following the end of each calendar
month during the Term, the Company shall calculate the number of days worked by
Consultant during such month and pay Consultant the Per Diem amount earned for
such month. Within thirty (30) days following the end of each calendar year, the
Company shall calculate the number of days worked by Consultant during such
year. If, at the end of any year of the Term, Consultant has worked less than
130 days, then the Company shall pay Consultant an amount equal to the
difference between the number of days worked and 130 days, multiplied by
$1,000.00.
3.3 Manner of Payment. Payments made pursuant to Sections 3.1
and 3.2 above shall be made to the order of Xxxxx Xxxxxxxx & Associates, Inc.,
or in such other manner as Consultant may reasonably direct.
4. Travel and Expenses. The Company agrees that Consultant is authorized
to incur reasonable expenses in the performance of the Services hereunder and in
promoting the business of the Company. The Company shall from time to time pay
or reimburse Consultant for the reasonable and necessary expenses incurred by
Consultant in connection with the performance of the Services (including,
without limitation, expenses for client/employee entertainment, travel, and
accommodations) if such expenses have been previously approved by the Company or
if reimbursement is otherwise appropriate in accordance with the Company's
established policies (except that Xxxxxxxx'x travel and accommodations shall be
at "Business Class" level, if available) and if the Company receives such
verification thereof as the Company may require in order to qualify such
expenses as deductible business expenses. Reimbursements shall be paid by the
Company within ten (10) business days after presentation by Consultant of an
appropriate expense report together with corresponding receipts. Any airline
miles earned or accrued by Consultant during the Term of this Agreement shall be
retained by Consultant.
The Company agrees that, during each year of the Term, Xxxxxxxx (if he
so desires) shall attend the annual NAB convention (currently held in Las Vegas)
as a representative of the Company. The Company will reimburse the cost of
travel and accommodations directly related to the NAB convention in accordance
with Company policy, and Xxxxxxxx'x travel time and time at the convention shall
count toward the Guaranteed Minimum for such year.
If the Company in its discretion requests during any year of the Term
that Xxxxxxxx attend the annual IBC convention (currently held in Amsterdam) as
a representative of the Company, the Company will reimburse the cost of travel
and accommodations directly related to the IBC convention in accordance with
Company policy, and Xxxxxxxx'x travel time and time at the convention shall
count toward the Guaranteed Minimum for such year.
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
Page 4
5. Office. During the Term, the Company shall provide Consultant with
reasonable and appropriate office accommodations in Santa Monica, California.
The Company cannot guarantee that Consultant will retain the same office used by
Xxxxxxxx prior to the Term of this Agreement. Consultant shall have a Company
e-mail account and phone extension and shall be permitted to use, on a
non-exclusive (i.e., shared) basis, Xxxx Xxxxxx (or another Company assistant if
Xxxx Xxxxxx is no longer employed by the Company) and other personnel necessary
and appropriate to provide the Services to the Company.
6. Nature of Agreement. The parties acknowledge and agree that
Consultant will be retained by the Company as an independent contractor, and not
as an employee, and that, as an independent contractor of the Company,
Consultant will be under the control, supervision and direction of the Company
only as to the results of the Services provided to the Company under the terms
of this Agreement, and not as to the means by which such Services are provided.
The Consultant shall be solely responsible for the manner and hours in which
Consultant performs Services under this Agreement. The Services shall be
performed on an "as needed" and "as requested" basis and shall be as determined
by the Company from time to time.
7. Benefits. The Company and Consultant acknowledge, stipulate and agree
that as the Consultant is an independent contractor, the Company and, if
applicable, its affiliated companies, shall not, and shall have no obligation
to, provide or reimburse Consultant with or for any benefits, including but not
limited to, any health, disability, vacation, severance, insurance (including
group life, health, accident, disability or hospitalization insurance plans),
deferred compensation, profit-sharing or pension benefits pursuant to applicable
law or otherwise.
Notwithstanding the foregoing, the Company shall reimburse Consultant,
on a monthly basis, an amount equal to the self-pay health insurance benefits
for Xxxxxxxx and his dependents under the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), for the first eighteen (18) months of the
Term (the "COBRA Period"). Thereafter, the Company shall pay Consultant an
amount equal to Xxxxxxxx'x monthly COBRA payment in effect upon the expiration
of the COBRA Period for the remainder of the Term; provided, however, that if
Xxxxxxxx becomes employed with another employer and is eligible to receive
health and/or medical benefits under such other employer's plans, the Company's
payment obligation under this Section 7 shall be reduced to the extent that
comparable benefits and/or coverage is provided under such other employer's
plans.
8. Withholding. Because Consultant is retained as an independent
contractor and not as an employee, the Company and Consultant acknowledge and
agree that no federal or state taxes, social security contributions or other
deductions will be made by the Company or its affiliate companies from the
Retainer or Per Diem amounts, and that Consultant will remain solely liable for
the payment of all such taxes. Consultant, jointly and severally, hereby
expressly agrees to pay and comply at Consultant's expense with all applicable
provisions of workers' compensation laws, unemployment compensation laws,
federal Social Security law, the Fair Labor Standards Act, OSHA regulations,
federal, state and local income tax laws, and all other applicable federal,
state and local laws, regulations and codes relating to terms and conditions of
employment required to be fulfilled by employers or independent contractors and
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
Page 5
any other assessments, contributions or other amounts that may be due on the
Retainer or Per Diem amounts or any other payments made by the Company to the
Consultant pursuant to the terms of this Agreement under applicable law.
Consultant, jointly and severally, agrees to indemnify, defend and hold the
Company harmless from and against any claim, liability, cost or expense the
Company or its affiliate companies may incur as a result of Consultant's failure
to make such payments.
9. Stock Options.
9.1 Company Options. Xxxxxxxx and the Company are parties to the
Liberty Livewire Corporation 2001 Incentive Plan Non-Qualified Stock Option
Agreement dated as of November 15, 2001 (the "Company Option Agreement"),
pursuant to which the Company granted to Xxxxxxxx an option to acquire 275,000
shares of the Company's Class A Common Stock, at an exercise price of $7.00 per
share (the "Company Option"). The Company Option Agreement provided that the
Company Option would vest in accordance with the following schedule:
(a) From and after December 31, 2002, 25% of the shares
subject to the Option were to have vested;
(b) From and after December 31, 2003, 50% of the shares
subject to the Option were to have vested;
(c) From and after December 31, 2004, 75% of the shares
subject to the Option were to have vested; and
(d) From and after December 31, 2005, 100% of the shares
subject to the Option were to have vested.
The parties hereby agree that twenty-five percent (25%) of the
shares covered by the Option (i.e., 68,750 shares) (hereinafter, the "Vested
Shares") shall be deemed vested as of December 31, 2002. Notwithstanding the
terms of the Company Option Agreement, the remaining 206,250 shares covered by
the Option shall terminate as of the Commencement Date of this Agreement. The
Vested Shares shall remain exercisable for so long as Xxxxxxxx remains a
consultant to the Company in accordance with the terms of the Company's 2001
Incentive Plan. Upon termination of Xxxxxxxx'x consulting relationship with the
Company, the Company Option thereafter shall be exercisable in accordance with
the terms of the Company's 2001 Incentive Plan and the Company Option Agreement,
which provide that, upon any termination other than (i) a termination by the
Company for cause (as defined therein) or (ii) a termination by reason of death
or disability, the Option will terminate at the close of business on the first
business day following the expiration of the 90-day period beginning on the date
of such termination.
9.2 Four Media Options. Xxxxxxxx and Four Media Company (a
wholly owned subsidiary of the Company) are parties to the Four Media Company
1997 Stock Plan
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
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Stock Option Agreement (the "4MC Option Agreement"), with a grant date of
September 18, 1998, pursuant to which Xxxxxxxx was granted an option to purchase
89,374 shares of Four Media Company common stock, at an exercise price of $9.50
per share (the "4MC Option"). The 4MC Option was subsequently converted into an
option to purchase 57,662 shares of Liberty Media Corporation Class A common
stock, at an exercise price of $14.72 per share. To date, 80% of the shares
covered by the 4MC Option have vested. The remaining 20% of the shares covered
by the 4MC Option are scheduled to vest on September 17, 2003.
The 4MC Option (as converted into an option to purchase Liberty
Media Corporation Class A common stock) will continue to vest in accordance with
its current vesting schedule and will remain exercisable for so long as Xxxxxxxx
remains a consultant to the Company in accordance with the terms of the Four
Media Company 1997 Stock Plan. Upon termination of Xxxxxxxx'x consulting
relationship with the Company, the 4MC Option thereafter shall be exercisable in
accordance with the terms of the Four Media Company 1997 Stock Plan and the 4MC
Option Agreement, which provide that the 4MC Option, to the extent vested, may
be exercised (a) for three (3) months after termination of the consulting
relationship, unless such termination is for "Cause" (as defined therein) or
Xxxxxxxx voluntarily terminates his consulting relationship in breach of any
consulting agreement, in which case the 4MC Option may be exercised on the date
Xxxxxxxx'x consulting relationship with the Company terminates, or (b) for such
longer period as may be applicable upon death or disability of Xxxxxxxx as
provided in the Four Media Company 1997 Stock Plan and the 4MC Option Agreement.
10. Results and Proceeds; Non-Disclosure; Non-Competition
10.1 Results and Proceeds. The Company shall be the sole and
exclusive owner throughout the universe in perpetuity of all of the results and
proceeds of the Services during the Term, free and clear of any and all claims,
liens or encumbrances. All results and proceeds of Consultant's Services shall
be deemed a "work-made-for-hire" specially ordered or commissioned by the
Company. All rights to such results and proceeds are owned by the Company solely
and exclusively, for the duration of the rights in each country and area and
space, in all languages, and throughout the universe.
10.2 Non-Disclosure of Confidential Information. Consultant shall
not, at any time during the Term or thereafter, directly or indirectly, disclose
or furnish to any other person, firm or corporation any Confidential
Information, except in the course of the proper performance of the Services or
as required by law (in which event Consultant shall give prior written notice to
Company and shall cooperate with Company and Company's counsel in complying with
such legal requirements). Promptly upon the termination of this Agreement for
any reason or whenever the Company so requests, Consultant shall surrender to
the Company all documents, drawings, work papers, lists, memoranda, records and
other data (including all copies) constituting or pertaining in any way to any
of the Confidential Information.
As used herein, "Confidential Information" means any and all
information affecting or relating to the business of the Company and its
subsidiaries and affiliates, including without limitation, financial data,
customer lists and data, licensing arrangements, business
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
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strategies, pricing information, product development, intellectual, artistic,
literary, dramatic or musical rights, works, or other materials of any kind or
nature (whether or not entitled to protection under applicable copyright laws,
or reduced to or embodied in any medium or tangible form), including without
limitation, all copyrights, patents, trademarks, service marks, trade secrets,
contract rights, titles, themes, stories, treatments, ideas, concepts,
technologies, art work, logos, hardware, software, and as may be embodied in any
and all computer programs, tapes, diskettes, disks, mailing lists, lists of
actual or prospective customers and/or suppliers, notebooks, documents,
memoranda, reports, files, correspondence, charts, lists and all other written,
printed or otherwise recorded material of any kind whatsoever and any other
information, whether or not reduced to writing, including ideas, concepts,
research, processes, and plans. "Confidential Information" does not include
information that is in the public domain, information that is generally known in
the trade, or information that Consultant acquired wholly independently of his
relationship with the Company. This Section 10.2 shall survive the termination
of this Agreement.
10.3 Non-Competition. Consultant shall not, during the Term of
this Agreement, directly or indirectly: (a) engage in any Competitive Activities
(as that term is defined below); or (b) engage in any other business activities
that involve the provision of assistance or guidance to a Competing Entity (as
that term is defined below); or (c) be interested in, employed by, engaged in or
participate in the ownership, management, operation or control of, or act in any
advisory or other capacity for, any Competing Entity which conducts its business
within the Territory (as such terms are hereinafter defined); provided, however,
that notwithstanding the foregoing, Consultant may make solely passive
investments in any Competing Entity the common stock of which is "publicly
held," and of which Consultant shall not own or control, directly or indirectly,
in the aggregate securities which constitute more than one (1%) percent of the
voting rights or equity ownership of such Competing Entity; or (d) solicit or
divert any business or any customer from the Company or assist any person, firm
or corporation in doing so or attempting to do so; or (e) cause or seek to cause
any person, firm or corporation to refrain from dealing or doing business with
the Company or assist any person, firm or corporation in doing so or attempting
to do so.
For purposes of this Section 10.3, (i) the term "Competing
Entity" shall mean any entity which presently or during the period referred to
above engages in the post production business (including without limitation, the
provision of audio, video and special effects services to feature films,
television shows, television commercials, music videos, promotional and identity
campaigns and corporate communications programming and including the work
performed by the Company's Media Management Services Division) (collectively,
the "Competitive Activities"); and (ii) the term "Territory" shall mean any
geographic area in which the Company conducts business during such period.
Nothing contained in this Section 10.3 shall be deemed to be a
waiver of any of the Company's rights under Section 7.1.2 of that certain Stock
Purchase Agreement dated as of September 15, 1998, entered into by and between
Four Media Company, MSCL, Inc., and the individuals named therein.
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
Page 8
10.4 Non-Solicitation. During the Term of this Agreement and for
a period of one year following the end of the Term, Consultant shall not,
directly or indirectly, solicit, induce, or attempt to induce any employee of
the Company to discontinue his or her employment with the Company or to engage
in employment with any person or entity other than the Company. This Section
10.4 shall survive the termination of this Agreement.
10.5 Breach of Provisions. In the event that Consultant shall
breach any of the provisions of this Section 10, or in the event that any such
breach is threatened by Consultant, in addition to and without limiting or
waiving any other remedies available to the Company at law or in equity, the
Company shall be entitled to immediate injunctive relief in any court, domestic
or foreign, having the capacity to grant such relief, to restrain any such
breach or threatened breach and to enforce the provisions of this Section 10 to
the extent permitted by law. Consultant acknowledges and agrees that there is no
adequate remedy at law for any such breach or threatened breach and, in the
event that any action or proceeding is brought seeking injunctive relief,
Consultant shall not use as a defense thereto that there is an adequate remedy
at law.
10.6 Reasonable Restrictions. The parties acknowledge that the
foregoing restrictions, the duration and the territorial scope thereof as set
forth in this Section 10, are under all of the circumstances reasonable and
necessary for the protection of the Company and its business.
10.7 Definition. For purposes of this Section 10, the term
"Company" shall be deemed to include any subsidiary of, affiliate of,
predecessor to, or successor of the Company.
11. Indemnification. The Company shall, to the extent permitted by
applicable law, indemnify and hold Consultant harmless from and against any
third party claims, actions, expenses, or other liabilities of any kind
(including reasonable attorney's fees) arising out of, relating to or in
connection with Consultant's Services under this Agreement. Notwithstanding the
foregoing, this indemnification does not apply to any acts or omissions of
Consultant that constitute criminal conduct, gross negligence or willful
misconduct.
12. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
heirs, distributees, successors and assigns.
13. Severability. If any provision of this Agreement, or portion
thereof, shall be held invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall attach only to such
provision or portion thereof, and shall not in any manner affect or render
invalid or unenforceable any other provision of this Agreement or portion
thereof, and this Agreement shall be carried out as if any such invalid or
unenforceable provision or portion thereof were not contained herein. In
addition, any such invalid or unenforceable provision or portion thereof shall
be deemed, without further action on the part of the parties hereto, modified,
amended or limited to the extent necessary to render the same valid and
enforceable.
Xxxxx Xxxxxxxx & Associates, Inc.
Xxxxx Xxxxxxxx
January 1, 2003
Page 9
14. Confidentiality. The parties hereto agree that they will not, during
the Term or thereafter, disclose to any other person or entity (other than
professional advisors, such as attorneys and accountants, or Xxxxxxxx'x spouse
or immediate family) the terms or conditions of this Agreement without the prior
written consent of the other party or as required by law, regulatory authority
or as necessary for either party to obtain loans or financing. A press release
regarding this Agreement and the activities of Consultant contemplated hereunder
will be mutually developed and approved by both Consultant and the Company.
15. Arbitration. If any controversy, claim or dispute arises out of or
in any way relates to this Agreement, the alleged breach thereof, Consultant's
consulting relationship with the Company or termination therefrom, including
without limitation, any and all claims for discrimination or harassment, civil
tort and any other employment laws, excepting only claims which may not, by
statute, be arbitrated, both Consultant and the Company (and its directors,
officers, employees or agents) agree to submit any such dispute exclusively to
binding arbitration. Both Consultant and the Company acknowledge that they are
relinquishing their right to a jury trial in civil court. Consultant and the
Company agree that arbitration is the exclusive remedy for all disputes arising
out of or related to Consultant's consulting relationship with the Company.
The arbitration shall be determined by binding arbitration administered
by the American Arbitration Association. The arbitration shall be commenced and
heard in Los Angeles County, California. The arbitrator(s) shall apply the
substantive law (and the law of remedies, if applicable) of California or
federal law, or both, as applicable to the claim(s) asserted. In any
arbitration, the burden of proof shall be allocated as provided by applicable
law. Either party may bring an action in court to compel arbitration under this
Agreement and to enforce an arbitration award. Discovery, such as depositions or
document requests, shall be available to the Company and Consultant as though
the dispute were pending in California state court. The arbitrator shall have
the ability to rule on pre-hearing motions, as though the matter were pending in
California state court, including the ability to rule on a motion for summary
judgment.
The fees of the arbitrator and any other fees for the administration of
the arbitration that would not normally be incurred if the action were brought
in a court of law (e.g., room rental fees, etc.) shall be paid by the Company.
Fees which would normally be incurred if the action were brought in a court of
law (e.g., filing fees, court reporter transcript fees at the arbitration
hearing, etc.) shall be split evenly between the parties. The arbitrator must
provide a written decision which is subject to limited judicial review
consistent with applicable law. If any part of this arbitration provision is
deemed to be unenforceable by an arbitrator or a court of law, that part may be
severed or reformed so as to make the balance of this arbitration provision
enforceable.
16. Waiver. No waiver by a party hereto of a breach or default hereunder
by the other party shall be considered valid unless in writing signed by such
first party, and no such waiver shall be deemed a waiver of any subsequent
breach or default of the same or any other nature.
Xxxxx Xxxxxxxx & Associates, Inc.
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January 1, 2003
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17. Amendment. This Agreement may only be modified or amended by a
written instrument signed by both the Company and Consultant.
18. Entire Agreement. This Agreement, the 4MC Option Agreement and the
Company Option Agreement (as modified herein) set forth the entire agreement
between the parties with respect to the subject matter hereof, and supersede any
and all prior agreements or understanding between the Company, Xxxxxxxx and
Associates, whether written or oral, fully or partially performed relating to
any or all matters covered by and contained or otherwise dealt with in this
Agreement. Notwithstanding the foregoing, nothing herein shall be deemed to be a
waiver of any of the Company's rights under that certain Stock Purchase
Agreement dated as of September 15, 1998, entered into by and between Four Media
Company, MSCL, Inc., and the individuals named therein.
19. Applicable Law. This Agreement shall be governed by and construed in
accordance with the substantive laws of the State of California without giving
effect to principles relating to conflicts of law.
We look forward to our continued relationship.
Very truly yours,
Ascent Media Group, Inc.
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
ACKNOWLEDGED AND AGREED:
Xxxxx Xxxxxxxx & Associates, Inc.
By: /s/ Xxxxx Xxxxxxxx
--------------------------------
Xxxxx Xxxxxxxx
President
/s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, an individual
