LIVE Entertainment Inc.
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DATE: As of January 1, 1997
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Re: Employment Agreement
Dear ▇▇. ▇▇▇▇▇▇▇:
When executed by you ("Executive") and by a duly authorized
representative of LIVE Entertainment Inc., a Delaware corporation
("Company"), this letter will set forth the terms and conditions of
your employment. This Agreement replaces as of January 1, 1997,
the Employment Agreement between us dated as of December 23, 1993,
as amended, which will be deemed fully performed by both parties
thereto.
1. Services
1.1 Employment. Company employs Executive during the Term
(as hereinafter defined) to serve as the Chairman of the Board and
Chief Executive Officer of Company, and to render such other
services ("Services"), as Company or corporations controlled by,
directly or indirectly, Company ("Company's Affiliates"), may from
time to time reasonably request which are consistent with the
duties Executive is to perform and Executive's stature and
experience. Executive shall comply with all of the reasonable and
customary employment policies of Company and its Affiliates, not
inconsistent herewith. The Services shall be generally performed
at the principal offices of Company, currently in Van Nuys,
California. In addition, the Services may be performed by
Executive from time to time on a temporary travel basis at such
other locations as Company shall reasonably request consistent with
its reasonable business needs. Executive agrees to perform such
Services in a competent and professional manner, consistent with
the skills to be possessed by a senior executive officer in
Company's business.
1.2 Reporting Requirements and Authority. Executive shall
report to the Board of Directors of Company, or the Executive
Committee thereof. Except for those officers and employees subject
to election by the Board of Directors of Company Executive shall
have the authority to select and employ all staff necessary to
conduct the business of Company and each of its subsidiaries, and
all such staff shall ultimately report to, and be subject to the
control and direction of, Executive.
1.3 Public Board. Executive acknowledges that the Company
may not remain as a public corporation and that the failure of the
Company to so remain shall not be a breach hereunder.
1.4 Ownership of Properties. Company, as employer, shall
own, and Executive hereby transfers and assigns to Company, all
rights in and to any material and/or ideas written, suggested or
submitted by Executive during the Term and all other results and
proceeds of the Services (the "Properties"). Company and its
licensees and assigns shall have the right to adapt, change,
revise, delete from, add to and/or rearrange the Properties or any
part thereof written or submitted by Executive and to combine the
same with other works to any extent, and to change or substitute
the title thereof and in this connection Executive hereby waives
any so-called "moral rights" of authors. Executive agrees to
execute and deliver to Company such assignments or other
instruments as Company may require from time to time to evidence
its ownership of the results and proceeds of Executive's services;
provided, however, that nothing in this Section 1.4 shall be deemed
in any manner to restrict or qualify Executive's ownership or right
to exploit Executive's personal memoirs.
1.5 Term/Exclusivity
1.5.1 The Term of this Agreement shall commence and
this Agreement shall become effective on the date hereof, and shall
end on December 31, 2000 unless extended or sooner terminated in
accordance with the provisions of this Agreement (the "Term").
1.5.2 The Services shall be rendered on a full time
basis during normal working hours and all services of Executive
shall be exclusive to Company; provided, however, that Executive
may engage in other business activities with Company's prior
written consent which consent shall not be unreasonably withheld
provided that such other business activities shall not constitute
a Competitive Business (as defined in Section 1.5.3 hereof), and
shall not adversely affect the performance of Executive's Services
hereunder. Executive acknowledges that Executive's performances
and services hereunder are of a special, unique, unusual,
extraordinary and intellectual character which gives them peculiar
value, the loss of which cannot be reasonably or adequately
compensated in an action at law for damages and that a breach by
Executive of the terms hereof (including without limitation this
Section 1.5 and Section 1.7) will cause Company irreparable injury.
Executive agrees that Company is entitled to seek injunctive and
other equitable relief to prevent a breach or threatened breach of
this Agreement, which shall be in addition to any other rights or
remedies to which Company may be entitled.
1.5.3 During the term of this Agreement and of
Executive's employment by Company (the "Restricted Period"),
Executive shall not, directly or indirectly, (i) engage in any
business for his own account which is competitive with the
Businesses of Company or Company's Affiliates (collectively,
"Competitive Business") so long as Company or Company's Affiliates
(as the case may be) continue to engage in such business; (ii)
enter the employ of, or render any services to, any person engaged
in a Competitive Business; (iii) become interested in a Competitive
Business in any capacity, including, without limitation, as an
individual, partner, shareholder, officer, director, principal,
agent, trustee or consultant; or (iv) induce any customer or
supplier of Company or Company's Affiliates to terminate its
relationship with Company or Company's Affiliates (as the case may
be). Notwithstanding anything to the contrary, Executive may
acquire and/or retain, solely as an investment, and take customary
actions to maintain and preserve Executive's ownership of:
A. securities of any corporation which are
registered under Sections 12(b) or 12(g) of the Securities Exchange
Act of 1934, as amended, and which are publicly traded, as long as
Executive is not part of any control group of such corporation (the
Company is aware that Executive holds shares and options in Trimark
Holdings, Inc. and such holdings are not in conflict with this
Section 1.5.3A.); and
B. any securities of a partnership, trust,
corporation or other person so long as Executive remains a passive
investor in that entity and does not become part of any control
group thereof (except in a passive capacity) and so long as such
entity is not, directly or indirectly, in competition with Company
or its Affiliates.
1.6 Offices. Company may from time to time appoint Executive
to one or more offices of Company's subsidiaries or Affiliates and
to elect Executive to the Board of Directors of such subsidiaries
or Affiliates. Executive agrees to accept such offices if
consistent with his stature and experience and with the type of
offices previously held by Executive.
1.7 Confidentiality. Executive acknowledges that his
Services will, throughout the Term, bring Executive into close
contact with many confidential affairs of Company and its Affili-
ates, including information about costs, profits, markets, sales,
products, key personnel, pricing policies, operational methods,
technical processes and other business affairs and methods and
other information not readily available to the public, and plans
for future development. Executive further acknowledges that the
businesses of Company and its Affiliates are international in
scope, that their products are marketed throughout the world, that
Company and its Affiliates compete in nearly all of their business
activities with other organizations which are or could be located
in nearly any part of the world and that the nature of Executive's
Services, position and expertise are such that he is capable of
competing with Company and its Affiliates from nearly any location
in the world. In recognition of the foregoing, Executive covenants
and agrees:
1.7.1 that Executive will keep secret all material
confidential matters of Company and its Affiliates which are not
otherwise in the public domain and will not intentionally disclose
them to anyone outside of Company or its Affiliates, either during
or after the Term, except with Company's written consent and except
for such disclosure as is necessary in the performance of
Executive's duties during the Term; and
1.7.2 that Executive will deliver promptly to Company
on termination of the Term or at any other time Company may so
request, at Company's expense, all confidential memoranda, notes,
records, reports and other documents (and all copies thereof)
relating to Company's and its Affiliates' business, which Executive
obtained while employed by, or otherwise serving or acting on
behalf of, Company, or which Executive may then possess or have
under his control.
1.8 Indemnification. Executive shall be entitled throughout
the Term to the benefit of the indemnification provisions contained
on the date hereof in the Bylaws of Company notwithstanding any
future changes therein, to the extent permitted by applicable law
at the time of the assertion of any liability against Executive,
and to the most favorable indemnification provisions or agreements
available to any other senior executive or Director of Company.
2. Compensation
As compensation and consideration for all Services provided by
Executive during the Term pursuant to this Agreement, Company
agrees to pay to Executive the compensation set forth below.
2.1 Fixed Annual Compensation. For the period commencing on
the effective date hereof and ending on December 31, 1997 Executive
shall receive Fixed Annual Compensation in the amount of Six
Hundred Ten Thousand Dollars ($610,000). For the period commencing
on January 1, 1998 and ending on December 31, 1998 Executive shall
receive Fixed Annual Compensation in the amount of Six Hundred
Seventy-One Thousand Dollars ($671,000). For the period commencing
on January 1, 1999 and ending on December 31, 1999 Executive shall
receive Fixed Annual Compensation in the amount of Seven Hundred
Thirty-Eight Thousand Dollars ($738,000). For the period
commencing on January 1, 2000 and ending on December 31, 2000
Executive shall receive Fixed Annual Compensation in the amount of
Eight Hundred Twelve Thousand Dollars ($812,000). Executive's
Fixed Annual Compensation shall be payable in equal installments on
Company's regular pay dates following commencement of the Term.
2.2 Incentive Compensation. Executive shall receive an
annual bonus equal to two percent (2%) of the Company's earnings
before interest and taxes on income ("EBIT") determined in
accordance with generally accepted accounting principles and the
Company's regular accounting methods, in excess of $10,000,000 per
annum ("Incentive Compensation"). Incentive Compensation in any
year shall be capped at 100% of Fixed Annual Compensation for the
applicable year. The determination of Executive's annual Incentive
Compensation shall be based upon a report by the Company's regular
outside accounting firm (the "Accounting Firm") prepared upon
completion of the Company's regular year-end audits, delivered to
a committee of two independent Board members who shall verify such
calculation and cause the Company to pay such Incentive
Compensation no later than fifteen (15) days after completion of
the Company's year-end audit, but no later than May 1 of the
following year. Any dispute concerning the calculation of
Incentive Compensation shall be settled by a big six" accounting
firm not regularly engaged by the Company and reasonably acceptable
to Company and Executive.
2.3 Stock Options. Upon Executive's execution of the stock
option agreement referred to hereinafter in this Section 2.3, as a
special inducement to Executive, Company will grant to Executive
options to acquire 183,276 (representing 5% of the Company's fully
diluted Common Stock equity of the Company before the completion of
the Company's 1997 Equity Rationalization Program) shares of
Company's Common Stock at the closing price of Company's Common
Stock on the date of approval of this provision by the Company's
Stock Option Committee (the "Options"), with the Options to vest as
follows (unless they vest earlier as provided in Section 3.2.2 or
Section 3.3.3 (b)):
(i) 45,819 Options will vest on December 31, 1997;
(ii) an additional 45,819 Options will vest on December
31, 1998;
(iii) an additional 45,819 Options will vest on
December 31, 1999;
(iv) the final 45,819 Options will vest on December 31,
2000.
The Options which have vested on or before termination of
employment may be exercised until the earlier of: (a) ten (10)
years from the date hereof, (b) three (3) years after termination
of employment unless due to Executive's Material Breach (as
hereinafter defined); or (c) sixty (60) days after termination of
employment due to Executive's Material Breach. The Options will be
subject to such additional terms and conditions as may be set forth
in Company's 1988 Stock Option and Stock Appreciation Rights Plan,
as amended through March 1997 or any successor or replacement stock
option plan (the "Option Plan"), as well as the form of stock
option agreement. In the event of a merger of the Company, the
Options will be converted into substantially similar options to
receive substantially the same consideration as received by the
holders of the Company's Common Stock, as determined by the
Company's Stock Option Committee. The Company covenants that it
shall secure shareholder approval for the Options and shall
register the shares underlying the Options with the Securities and
Exchange Commission on Form S-8 (if available for such purpose) on
or before the first anniversary hereof. The options may be
assigned to a trust established for the benefit of Executive's
family, if to do so does not make the underlying shares ineligible
for registration of Form S-8.
In addition, within 12 months following completion of the
Company's 1997 Equity Rationalization Program, the Company's Stock
Option Committee will undertake to increase the the number of
stock options granted to Executive in consideration of the
substantial increase in the number of shares of the Company's
Common Stock expected to be outstanding at that time.
Finally, all options held by Executive on the date of a
Change of Control (as hereinafter defined), including those granted
hereunder, shall vest on the date of the Change of Control.
2.4 Special Inducements. As a special inducement to
Executive to enter into this Agreement, during the Term, Company
agrees as follows:
2.4.1 To provide to Executive a life insurance policy
("Life Insurance Benefits") structured as the Company and Executive
shall agree, and long term disability insurance coverage of the type
generally provided to the senior executives of Company ("Disability
Benefits") with total premiums not in excess of $26,000 per year.
2.4.2 To provide Executive with a luxury automobile
consistent with Executive's stature with Company for business
purposes, or reimbursement to Executive of Executive's cost for
such an automobile. In addition, Company shall pay all costs of
reasonable maintenance, repair and insurance on such automobile
("Automobile Benefits"). Executive covenants and agrees that he
shall operate any automobile provided by the Company hereunder with
"reasonable care." Executive further agrees that Company shall
retain title to such automobile. At the end of the Term, Executive
shall have the right to acquire any automobile provided by Company
at its then lease retention price. Upon exercise of such right by
Executive and transfer to Executive of title to the automobile,
Company shall no longer be responsible for the payment of any costs
described herein.
2.4.3 During each year of the Term, to provide
Executive a paid vacation of up to four (4) weeks. Such vacation
shall be taken at such time or times during the applicable year as
may be determined by Executive subject to Company's business needs
("Vacation Benefits"). Any additional vacation period shall be
determined by Company consistent with the general customs and
practices of Company applicable to its executives.
2.4.4 To provide, as additional compensation, health
insurance coverage of the type generally provided to the senior
executives of Company ("Health Insurance Benefits").
2.4.5 Company shall increase Executive's compensation
in an amount sufficient to pay Executive's monthly membership dues
for the business use of a local country club (the "Club") for the
Term hereof, but in no event in excess of $10,000 per year. In
addition, Company agrees to provide Executive with an interest free
loan of up to $60,000 to allow Executive to purchase an equity
membership in such Club ("Club Benefits"). Upon termination of
Executive's employment hereunder for any reason, Executive shall
return to Company, in cash, the amount provided by Company to
purchase such membership.
The foregoing Life Insurance Benefits, Disability Benefits, Health
Insurance Benefits, Automobile Benefits, Vacation Benefits and Club
Benefits shall be hereinafter referred to as "Special Benefits."
2.5 Additional Benefits. Without limiting any other
provision hereof, Executive shall be entitled to participate in any
profit-sharing, pension, health, vacation, insurance or other
plans, benefits or policies available to the senior executive
employees of Company and not duplicative of those provided herein
on the terms determined by the Company in its sole and absolute
discretion from time to time, and will be entitled to reimbursement
of his reasonable and customary business expenses (including first-
class travel) incurred on behalf of Company or Company's Affili-
ates, including travel for Executive's spouse when reasonably
required for business purposes ( Additional Benefits ).
3. Termination
3.1 Termination by Company.
3.1.1 Executive Material Breach. Company shall have
the right, at its election, to terminate the Term, by written
notice to Executive to that effect, only for "good cause" defined
for this purpose to mean (i) material and repeated instances of
misconduct or habitual inability to perform the Services, or
violation of Company's published policies or procedures after
written notice, (ii) a single act so grievous as to constitute the
equivalent of such repeated instances (including, without
limitation, theft, misappropriation of Company's assets, or sexual
harassment), (iii) unauthorized disclosure of confidential
information which is materially damaging to the Company, or (iv) a
material breach of any covenant, condition, agreement or term of
this Agreement ("Executive's Material Breach") and only if Company
shall have given written notice to Executive specifying the claimed
cause or breach and, provided such breach is curable, Executive
fails to correct the claimed breach or fails to alter the
objectional pattern of conduct specified in the applicable written
notice as soon as practical thereafter but no later than thirty
(30) days after receipt of the applicable notice or such longer
time as may be reasonably required by the nature of the claimed
breach. However, in no event shall a material breach of the
provisions of Sections 1.7 or 3.1.1(i), (ii) or (iii) be subject to
cure.
3.1.2 Effect of Termination by Company. Should the
Term be terminated by Company by reason of Executive's Material
Breach, Executive shall have no right to any further Fixed Annual
Compensation from and after termination, or to any Incentive
Compensation, Special Benefits, or Additional Benefits accruing for
the fiscal year of termination or thereafter, and all Options not
then vested shall terminate.
3.2 Termination by Executive.
3.2.1 Company's Material Breach. Executive shall
have the right, at his election, to terminate the Term by written
notice to Company to that effect if Company shall have failed to
substantially comply with or perform a material condition or
covenant of this Agreement ("Company's Material Breach"); provided
that, if such breach is curable, termination for Company's Material
Breach will not be effective until Executive shall have given
written notice specifying the claimed breach and Company fails to
correct the claimed breach within thirty (30) days after the
receipt of the applicable notice or such longer time as may be
reasonably required by the nature of the claimed breach (but within
five (5) business days, if the failure to perform is a failure to
pay monies when due under the terms of this Agreement).
3.2.2 Effect of Termination by Executive. Subject to
the provisions of Section 3.4 below, should Executive terminate the
Term due to Company's Material Breach, Company shall, for the then
remainder of the Term, pay to Executive or provide Executive with:
(i) Executive's Fixed Annual Compensation,
(ii) Incentive Compensation,
(iii) Life Insurance and Disability,
(iv) Health Insurance, and
(v) Automobile Benefits.
In addition, all Options shall vest on the date of such
termination. Executive also shall receive, through the date of
termination, such Vacation Benefits accrued but unpaid through such
date. All other benefits shall cease on the date of termination of
employment.
Should Executive terminate the Term other than for
Company's Material Breach, such termination shall be treated as a
termination by the Company for Executive's Material Breach.
3.3 Executive's Death or Disability.
3.3.1 Death. The Term shall immediately terminate
upon Executive's death as certified in accordance with the
provisions of California law ("Death").
3.3.2 Disability. As used herein, the term "Disabil-
ity" shall have such meaning as set forth in Company's disability
policy in effect as of the date hereof. If there is no Company
disability policy in effect on the date of a potential Disability,
the term "disability" shall mean Executive becoming unable to
perform the Services as a result of his permanent or temporary,
total or partial, physical or mental disability. In such event,
absent a Material Breach by Executive, Company shall not have the
right (notwithstanding any other provision of this Agreement to the
contrary) to terminate the Term due to Disability prior to the
expiration of the Disability Period. As used herein, the term
"Disability Period" shall mean the period commencing on the first
day of the calendar month following the month during which such
Disability occurs and ending on the first to occur of the
following: (i) the expiration of the Term; (ii) if the Disability
is continuous throughout the six (6) consecutive months following
the month during which the Disability occurs, then the last day of
such sixth consecutive calendar month; and (iii) if the Disability
is intermittent and shall exist throughout each of any twelve (12)
calendar months following the month during which the Disability
occurs, then the last day of such twelfth calendar month.
3.3.3 Effect of Death or Disability.
(a) Fixed Annual Compensation, Special Benefits and
Additional Benefits: Should the Term be terminated in accordance
with the provisions of Sections 3.3.1 or 3.3.2 by reason of
Executive's Death or Disability, Executive or his estate (as the
case may be) shall have no right to any further Fixed Annual
Compensation, any Incentive Compensation, any Special Benefits, any
Additional Benefits or any other sums or benefits accruing to
Executive hereunder after the date of termination; provided,
however, that the Fixed Annual Compensation otherwise payable
during the Disability Period shall nevertheless be payable on the
terms set forth herein to Executive as a disability benefit
("Disability Benefit"). Any disability insurance proceeds actually
received by Executive during the Disability Period with respect to
such Disability shall reduce on a dollar-for-dollar basis the
Disability Benefit otherwise payable by Company during the
Disability Period pursuant to this Section 3.3.3.
(b) Incentive Compensation and Options: Should the
Term be terminated in accordance with the provisions of Sections
3.3.1 or 3.3.2 by reason of Executive's Death or Disability,
Executive or his estate (as the case may be) shall be entitled to
receive such prorated Incentive Compensation that shall have
accrued during that portion of the fiscal year prior to such Death
or Disability. All Options shall vest on the date of termination
by reason of Executive's Death or Disability, and Executive's
estate shall be entitled to exercise all such Options by reason of
Executive's Death as provided in the Option Agreement.
3.4 Mitigation. Executive agrees to attempt to mitigate the
damages he may incur in the event of termination due to Company's
Material Breach provided, however, that he shall not be required to
accept employment not consistent with his stature and position in
the entertainment industry. Executive agrees that if Executive
furnishes his services for other engagements or employment after
termination hereunder, the total compensation actually earned by
Executive together with any other benefits earned by Executive
shall reduce any amounts and benefits which Company would otherwise
be required to pay or provide to Executive. Executive agrees that
he shall give written notice to Company (promptly after accepting
employment or furnishing his services after termination of his
employment with Company) of any amounts earned (or to be earned) by
Executive and any benefits provided (or to be provided) to
Executive pursuant to his new employment arrangement. Executive's
inability to mitigate due to Disability shall not be a breach
hereof. This Section 3.4 shall not apply in the event of a Change
of Control of the Company, where Change of Control means the
acquisition by one or more persons acting together as a group
(other than Pioneer Electronic Corp. or its affiliates) of more
than 50% of the voting securities of the Company with the power to
elect a majority of the Company's Board of Directors.
4. General
4.1 Applicable Law Controls. Nothing contained in this
Agreement shall be construed to require the commission of any act
contrary to law and wherever there is any conflict between any
provisions of this Agreement and any material statute, law,
ordinance or regulation contrary to which the parties have no legal
right to contract, then the latter shall prevail; provided,
however, that in any such event the provisions of this Agreement so
affected shall be curtailed and limited only to the extent
necessary to bring them within applicable legal requirements, and
provided further that if any obligation to pay the Fixed Annual
Compensation or any other amount due Executive hereunder is so
curtailed, then such compensation or amount shall be paid as soon
thereafter, either during or subsequent to the Term, as
permissible.
4.2 Waiver/Estoppel. Any party hereto may waive the benefit
of any term, condition or covenant in this Agreement or any right
or remedy at law or in equity to which any party may be entitled
but only by an instrument in writing signed by the party to be
charged. No estoppel may be raised against any party except to the
extent the other party relies on an instrument in writing, signed
by the party to be charged, specifically reciting that the other
party may rely thereon. The parties' rights and remedies under and
pursuant to this Agreement or at law or in equity shall be
cumulative and the exercise of any rights or remedies under one
provision hereof or rights or remedies at law or in equity shall
not be deemed an election of remedies; and any waiver or
forbearance of any breach of this Agreement or remedy granted
hereunder or at law or in equity shall not be deemed a waiver of
any preceding or succeeding breach of the same or any other
provision hereof or of the opportunity to exercise such right or
remedy or any other right or remedy, whether or not similar, at any
preceding or subsequent time.
4.3 Notices. Any notice which Company is required or may
desire to give to Executive hereunder shall be in writing and may
be served by delivering it to Executive, or by sending it to
Executive by mail (effective three (3) days after mailing) or
overnight delivery of same (effective the next business day), at
the address set forth on page one hereof, or by telecopy (effective
twelve (12) hours after confirmation), or such substitute address
as Executive may from time to time designate by notice to Company.
A courtesy copy of all notices to Executive shall be delivered to
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq., ▇▇▇▇▇▇▇▇▇, Lopez, Lange, ▇▇▇▇▇▇▇ & ▇▇▇▇▇,
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Any notice which Executive is required or may desire to serve upon
Company hereunder shall be served in writing and may be served by
delivering it personally or by sending it by mail, telex or
telegraph to the address set forth on page one hereof, attention
Chairman of the Board, or such other substitute address as Company
may from time to time designate by notice to Executive.
4.4 Governing Law. This Agreement shall be governed by,
construed and enforced and the legality and validity of each term
and condition shall be determined in accordance with the internal,
substantive laws of the State of California applicable to
agreements fully executed and performed entirely in California.
4.5 Captions. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning
or interpretation of this Agreement.
4.6 No Joint Venture. Nothing herein contained shall
constitute a partnership between or joint venture by the parties
hereto or appoint any party the agent of any other party. No party
shall hold itself out contrary to the terms of this Section and,
except as otherwise specifically provided herein, no party shall
become liable for the representation, act or omission of any other
party. This Agreement is not for the benefit of any third party
who is not referred to herein and shall not be deemed to give any
right or remedy to any such third party.
4.7 Modification/Entire Agreement. This Agreement may not be
altered, modified or amended except by an instrument in writing
signed by all of the parties hereto. No person, whether or not an
officer, agent, employee or representative of any party, has made
or has any authority to make for or on behalf of that party any
agreement, representation, warranty, statement, promise, arrange-
ment or understanding not expressly set forth in this Agreement or
in any other document executed by the parties concurrently herewith
("Parol Agreements"). This Agreement and all other documents
executed by the parties concurrently herewith constitute the entire
agreement between the parties and supersede all express or implied,
prior or concurrent, Parol Agreements and prior written agreements
with respect to the subject matter hereof. The parties acknowledge
that in entering into this Agreement, they have not relied and will
not in any way rely upon any Parol Agreements.
Please confirm your agreement to the foregoing by signing
below where indicated.
Dated as of January 1, 1997 Very truly yours,
LIVE Entertainment Inc., a Delaware
corporation
By:
_____________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Chief Financial Officer
AGREED AND ACCEPTED
as of this 1st day of January, 1997
___________________________________
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