Exhibit 10.27
Employment Agreement
This Employment Agreement (the "Agreement") is entered into by and
between Gemstar TV-Guide International, Inc. (the "Company") and ▇▇▇ ▇▇▇▇▇▇
("Executive"), effective as of the 1st day of November, 2002 ("Effective Date").
I. EMPLOYMENT.
The Company hereby employs Executive and Executive hereby accepts such
employment, upon the terms and conditions hereinafter set forth, from the
Effective Date to and including December 31, 2005 ("Term"). This Agreement is
subject to renewal only as set forth in Section VI below.
Executive and the Company previously entered into one or more Employment
Agreements (including, without limitation, agreements dated on or about January
3, 2001 and March 8, 2002) (together, the "Prior Employment Agreements").
Without limiting Section XIX below, the parties agree that this Agreement
supercedes the Prior Employment Agreements in their entirety as to the Company's
employment of Executive on and after the Effective Date. Executive further
acknowledges and agrees as follows: (1) except for any accrued and unpaid salary
and vacation time, the Company has satisfied all of its obligations to Executive
pursuant to the Prior Employment Agreements, (2) without limiting the generality
of the foregoing, the stock options previously granted by the Company to
Executive prior to the Effective Date are set forth in the Grant Detail Report
attached hereto as Exhibit A and such grants have satisfied all of the stock
option grant provisions of the Prior Employment Agreements, (3) Executive has no
right to any severance or other compensation or benefits in connection with this
employment renegotiation except as expressly set forth in this Agreement, and
(4) Executive has no right to any future severance or other compensation or
benefits pursuant to any of the Prior Employment Agreements.
II. DUTIES.
A. Executive shall serve during the course of his employment as the
Company's President, Intellectual Property, being responsible for the Company's
intellectual property strategy, and shall have such other related duties and
responsibilities as the Company's Chief Executive Officer and/or the head of the
Company's licensing business segment shall determine from time to time. The
Company shall provide Executive with a staff appropriate to fulfill Executive's
duties and responsibilities, the size and composition of which shall be
determined by the Company, but shall include at least two full-time
professionals of which at least one shall be an attorney.
B. Executive agrees to devote the time and attention necessary to
fulfill his duties for the Company hereunder. Nothing herein shall prevent
Executive, in accordance with Company policy, from serving as a director or
trustee of other corporations or businesses which are not in competition with
the business of the Company or in competition with any present or future
affiliate of the Company. Executive shall give the Company prior
notice before commencing service as a director or trustee of other corporations
or businesses, and the Company shall have ten (10) business days inform
Executive of any applicable Company policy that restricts his ability to so
serve, provided, however, that the foregoing notice requirement shall not apply
to business ventures that Executive may, from time to time, engage in with
family members. Nothing herein shall prevent Executive from investing in real
estate for his own account or from owning less than two percent (2%) of any
publicly traded corporation not in competition with the business of the Company
or in competition with any present or future affiliate of the Company.
C. For the term of this Agreement, Executive shall report to the
Chief Executive Officer of the Company or the head of the Company's licensing
business segment, as determined in the discretion of the Company's Chief
Executive Officer from time to time, and Executive shall serve as a member of
the Company's core executive team. Serving as a member of the core executive
team does not mean that Executive shall necessarily be an "executive officer" of
the Company. For avoidance of doubt, Executive will not be required to report to
the General Counsel or to any legal officer of the Company at any time during
his employment under this Agreement.
D. For the term of this Agreement, Executive's principal office
shall be in the Company's principal executive offices as such offices may be
located from time to time in the greater Los Angeles, California area. Executive
agrees that he may be required to travel for short periods of time and from time
to time in order to fulfill his duties to the Company.
E. Executive agrees that, concurrently with the execution of this
Agreement, he will resign as General Counsel and will resign from the Company's
Board of Directors and as the Secretary of the Company.
III. COMPENSATION.
A. For the period of Executive's employment by the Company during
the term of this Agreement, the Company will pay to Executive a base salary at
an annual rate determined in accordance with the following chart:
Period Applicable Annualized Base Salary
------- ---------------------------------
11/1/02 - 12/31/02 US$625,000
1/1/03 - 12/31/03 US$650,000
1/1/04 - 12/31/04 US$675,000
1/1/05 - 12/31/05 US$700,000
Such salary shall be payable in periodic installments no less frequently than
bi-monthly in accordance with the Company's customary practices. The Company may
in its discretion increase Executive's salary beyond these set amounts but it
may not reduce it during the period of Executive's employment by the Company
during the term of this Agreement.
B. Annual Bonus. The Company shall pay Executive a bonus of
US$156,250 on or before December 15, 2002 provided that he is then still
employed by the Company. In addition, the Executive shall be paid annual bonuses
(without interest), on or before
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December 15th each calendar year during the Term beginning in 2003 provided that
Executive is then employed by the Company. The maximum amount of such annual
bonuses shall be determined by the Company in its sole discretion but in no
event will any such bonus be less than twenty five percent (25%) of Executive's
then current annualized rate of base salary set out in the chart in Section
III-A above for the then applicable period.
C. Welfare Benefit Plans. Executive and/or his family, as the case
may be, shall be eligible for participation in and shall receive all benefits
under welfare benefit plans, practices, policies and programs provided by the
Company (including, without limitation, medical, prescription, dental,
disability, salary continuance, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other peer
executives of the Company.
D. Expenses. Executive shall be entitled to receive prompt
reimbursement for all reasonable employment expenses incurred by him in
accordance with the policies, practices and procedures as in effect generally
with respect to other peer executives of the Company. Executive will be
permitted to travel for business on terms no less favorable than those
applicable to executives at his level under the Company's travel policy, which
shall include first class air travel. The Company shall also pay or reimburse up
to $10,000 of expenses incurred by Executive in the negotiation and preparation
of this Agreement.
E. Fringe Benefits. Executive shall be entitled to fringe benefits
in accordance with the plans, practices, programs and policies of the Company as
in effect generally with respect to other peer executives of the Company.
F. Vacation. Executive shall be entitled to four (4) weeks paid
vacation each calendar year to be taken in accordance with the plans, policies,
programs and practices of the Company as in effect generally with respect to
other peer executives of the Company.
G. Stock Options. Stock options granted by the Company to Executive
prior to the Effective Date as set forth in Exhibit A shall, except as
specifically provided otherwise in this Agreement, continue to vest and be
exercisable in accordance with their terms. The Company agrees, that as
additional consideration for Executive entering into this Agreement that
Executive shall, except as specifically provided otherwise in this Agreement, be
entitled to exercise all such options as they become vested irrespective of the
termination or natural expiration of this Agreement until the 10th anniversary
of their applicable grant dates. To the extent any of the terms of any option
agreement with Executive are inconsistent with the terms of this Agreement, the
terms of this Agreement shall control. Executive shall be eligible for
additional annual stock option grants, consistent with his position as a core
executive, in the Company's sole discretion.
H. Car Allowance. As additional compensation for Executive's
services to the Company, the Company shall provide Executive with a car
allowance of seven hundred fifty dollars ($750.00) per month to be used for the
purchase, lease and/or maintenance of an automobile for his use during the term
of this Agreement.
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I. Disability Insurance. The Company agrees to reimburse Executive
for the cost of one or more policies of disability insurance reasonably
satisfactory to the Executive with maximum annual premiums not to exceed
US$22,000. Such policy will contain a feature permitting Executive to continue
the Policy at his cost following the end of the Term.
J. Company Right to Modify Plans. The Company reserves the right to
modify, suspend or discontinue any Welfare Benefit Plans and Fringe Benefits set
forth in Section III-C and III-E at any time without recourse by Executive so
long as such action is taken generally with respect to all other peer executives
of the Company and does not single out Executive.
IV. TERMINATION.
A. Death or Disability. Executive's employment shall terminate
automatically upon Executive's death. If the Company's Board of Directors
determines in good faith that the Disability of Executive has occurred (pursuant
to the definition of Disability set forth below), it may give to Executive
written notice of its intention to terminate Executive's employment. In such
event, Executive's employment with the Company shall terminate effective on the
30th day after receipt of such notice by Executive, provided that, within the 30
days after such receipt, Executive shall not have returned to full-time
performance of his duties. For purposes of this Agreement, "Disability" shall
mean a physical or mental impairment which substantially limits a major life
activity of Executive and which renders Executive unable to perform the
essential functions of his position, even with reasonable accommodation which
does not impose an undue hardship on the Company for (i) a period of 120
consecutive days in any consecutive 12 month period or (ii) an aggregate of 150
days in any consecutive 12 month period. The Company's Board reserves the right,
in good faith, to make the determination of disability under this Agreement
based upon information supplied by Executive and/or his medical personnel, as
well as information from medical personnel (or others) selected by the Company
or its insurers.
B. Cause. The Company's Board of Directors may terminate
Executive's employment for "Cause" (as defined below) at anytime upon thirty
(30) days written notice to Executive of the Cause and provided Executive is
given no less than thirty (30) days to cure such Cause. For purposes of this
Agreement, "Cause" shall mean that: (i) Executive is convicted of or pleads nolo
contendre to a felony; or (ii) a court of competent jurisdiction has finally
determined, after all appeals are exhausted, that Executive has committed fraud
or has committed embezzlement during the course of Executive carrying out his
duties for the Company.
C. Other than Cause or Death or Disability. The Company may
terminate Executive's employment at any time without Cause upon thirty (30)
days' written notice.
D. Obligations of the Company Upon Termination.
1. Death or Disability. If Executive's employment is
terminated by reason of Executive's Death or Disability, this
Agreement shall terminate
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without further obligations to Executive or his legal
representatives under this Agreement, other than for:
(a) In the case of death, the Company shall pay within
thirty (30) days of Executive's death to Executive's
beneficiaries or estate, as appropriate, a lump sum payment
equal to the total minimum base salary and minimum annual
bonus(es) that the Company would be obligated to pay Executive
pursuant to Sections III-A and III-B had executive continued to
be employed by the Company through December 31, 2005, plus any
accrued vacation pay to the extent not theretofore paid. The
Company may, but is not obligated to, purchase life insurance on
Executive's life for the purposes of satisfying all or any
portion of such obligation, and Executive shall cooperate with
Company in its attempts to purchase any such life insurance.
Nothing in this Section shall affect any entitlement of
Executive's heirs under any group life insurance plan in which
Executive is a participant or any individual life insurance
policy owned by Executive. All stock options vested as of the
date of Executive's death shall, subject to earlier termination
pursuant to Section 4.2 of the Company's 1994 Stock Incentive
Plan (the "Plan") provided any such termination under such
Section 4.2 is made applicable generally to all other peer
executives of the Company and the Company does not single out
Executive, be exercisable by Executive's estate of beneficiaries
until the 10th anniversary of their respective grant dates.
(b) In the case of Disability, the Company shall pay
within thirty (30) days of termination due to Disability to
Executive a lump sum payment equal to the sum of (i) Executive's
annual base salary and prorated minimum bonus through the date
of termination to the extent not theretofore paid and (ii) any
accrued vacation pay to the extent not theretofore paid. All
stock options vested as of the date of Executive's termination
due to Disability shall, subject to earlier termination pursuant
to Section 4.2 of the Plan provided any such termination under
such Section 4.2 is made applicable generally to all other peer
executives of the Company and the Company does not single out
Executive, be exercisable until the 10th anniversary of their
respective grant dates. A termination due to Disability shall
not affect Executive's rights under any disability plan in which
he is a participant or Executive's rights under the Consolidated
Omnibus Budget Reconciliation Act ("COBRA") to continue
participation in medical, dental, hospitalization and life
insurance coverage. In the event Executive elects COBRA
continuation coverage under some or all of such plans, the
Company shall reimburse Executive for COBRA premiums paid by
Executive through December 31, 2005.
2. Cause. If Executive's employment is terminated by the
Company for Cause, this Agreement shall terminate without
further obligations to Executive other than for the timely
payment to Executive of the sum of (i) Executive's annual base
salary and prorated bonus through the Date of Termination for
Cause to the extent not theretofore paid and (ii) any accrued
vacation pay to the extent not theretofore paid. All stock
options vested as of
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the Date of Termination for Cause shall, subject to earlier
termination pursuant to Section 4.2 of the Plan provided any
such termination under such Section 4.2 is made applicable
generally to all other peer executives of the Company and the
Company does not single out Executive, be exercisable for a
period of six (6) months following the Date of Termination for
Cause.
3. Other than Cause or Death or Disability. If the Company
terminates Executive's employment for other than Cause or Death
or Disability, or in the case of Executive's termination of his
employment with the Company for Good Reason, Executive shall be
entitled to: (a) the timely payment of any accrued vacation pay
to the extent not theretofore paid; (b) the immediate vesting of
any unvested stock options which would have vested if Executive
had continued his employment with the Company through the end of
the Term and such options shall, subject to earlier termination
pursuant to Section 4.2 of the Plan provided any such
termination under such Section 4.2 is made applicable generally
to all other peer executives of the Company and the Company does
not single out Executive, be exercisable until the 10th
anniversary of the respective grant dates; (c) continued
participation in employee Welfare Benefit Plans referenced in
III-C until the earlier of the end of the Term or the date on
which Executive finds other employment; and (d) payment to
Executive within thirty (30) days of such termination a lump sum
equal to the greater of:
(i) the sum of (A) Executive's annualized rate of base
salary in effect at the time his employment by the
Company terminates multiplied by one plus (B) a minimum
annual bonus payment equivalent to twenty-five percent
(25%) of Executive's annualized rate of base salary in
effect at the time his employment by the Company
terminates; or
(ii) a total amount equal to the minimum base salary and
minimum annual bonus(es) that the Company would be
obligated to pay Executive pursuant to Sections III-A
and III-B had Executive continued to be employed by the
Company through December 31, 2005.
4. Termination By Executive with Good Reason. Executive may
terminate his employment with Company for Good Reason. For the
purposes of this Agreement, "Good Reason" shall mean any of the
following: (i) the Company requires Executive to relocate his
principal office outside of the greater Los Angeles area without
Executive's written consent; (ii) the Company assigns Executive
to a position other than President, Intellectual Property
reporting to someone other than the Company's Chief Executive
Officer or the head of the Company's licensing business segment;
(iii) the Company substantially diminishes Executive's duties or
responsibilities; or (iv) the Company materially breaches this
Agreement. Before terminating his employment with Good Reason,
Executive shall give the Company written notice of his intent to
terminate for Good Reason and the basis
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therefor, and the Company shall have thirty (30) days to cure
(the "Company Cure Period"). If the Company fails to cure the
Good Reason within the Company Cure Period, Executive may
terminate his employment and this Agreement upon an additional
ten (10) days' written notice. For all purposes under this
Agreement, any such termination by Executive with Good Reason
shall be treated as a termination without Cause and Executive
shall be entitled to the payments and benefits set forth in
Section VI-D-3 above.
5. By Executive Without Good Reason. The Executive may
terminate his employment at any time during the Term by
providing the Company thirty (30) days written notice. In the
event the Executive provides such notice to end his employment
without Good Reason he shall be entitled to: (a) payment of his
then current annual base salary through the date of termination,
(b) payment of a prorated bonus through the date of termination;
(c) payment of any accrued vacation pay to the extent not
theretofore paid; and (d) all stock options vested as of the
date of termination shall, subject to earlier termination
pursuant to Section 4.2 of the Plan provided any such
termination under such Section 4.2 is made applicable generally
to all other peer executives of the Company and the Company does
not single out Executive, be exercisable for a period of one
year following the date of such termination.
6. Exclusive Remedy. Executive agrees that the payments
contemplated by Section IV-D (and subsections) of this Agreement
shall constitute the exclusive and sole remedy for any
termination of his employment and Executive covenants not to
assert or pursue any other remedies, at law or in equity, with
respect to any termination of employment. The Company and
Executive acknowledge and agree that there is no duty of
Executive to mitigate damages under this Agreement. All amounts
paid to Executive pursuant to Section IV-D (and subsections)
shall be paid without regard to whether Executive has taken or
takes actions to mitigate damages.
V. ARBITRATION.
Any controversy arising out of or relating to this Agreement, its
enforcement or interpretation, or because of an alleged breach, default, or
misrepresentation in connection with any of its provisions, or any other
controversy arising out of Executive's employment, including, but not limited
to, any state or federal statutory claims, shall be submitted to arbitration in
Los Angeles, California, before a sole arbitrator selected from the judicial
arbitration mediation services ("JAMS"), and shall be conducted in accordance
with the JAMS rules for the resolution of Employment Disputes as the exclusive
forum for the resolution of such dispute; provided, however, that provisional
injunctive relief may, but need not, be sought by either party to this Agreement
in a court of law while arbitration proceedings are pending, and any provisional
injunctive relief granted by such court shall remain effective until the matter
is finally determined by the Arbitrator. Final resolution of any dispute through
arbitration may include any remedy or relief which the Arbitrator deems just and
equitable, including any and all remedies provided by applicable state or
federal
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statutes. At the conclusion of the arbitration, the Arbitrator shall issue a
written decision that sets forth the essential findings and conclusions upon
which the Arbitrator's award or decision is based. Any award or relief granted
by the Arbitrator hereunder shall be final and binding on the parties hereto and
may be enforced by any court of competent jurisdiction. The parties acknowledge
and agree that they are hereby waiving any rights to trial by jury in any
action, proceeding or counterclaim brought by either of the parties against the
other in connection with any matter whatsoever arising out of or in any way
connected with this Agreement or Executive's employment. Executive and Company
further agree that in any proceeding to enforce the terms of this Agreement, the
prevailing party shall be entitled to its or his reasonable attorneys' fees and
costs. Notwithstanding the foregoing, in the event of arbitration, the Company
shall pay all of the forum costs of such arbitration, including filing fees and
the cost of the arbitrator.
VI. RENEWAL.
This Agreement may be renewed by mutual written agreement of the
parties. Executive acknowledges and agrees that the Company has no obligation to
renew this Agreement or to continue Executive's employment after any termination
of, or the expiration of, this Agreement, and expressly acknowledges that no
promises or understandings to the contrary have been made or reached.
VII. ANTISOLICITATION.
Executive promises and agrees that during the term of this Agreement or
renewal in accordance with Section VI above, and for a period of twelve (12)
months thereafter, he will not influence or attempt to influence customers of
the Company or any of its present or future subsidiaries or affiliates, either
directly or indirectly, to divert their business to any individual, partnership,
firm, corporation or other entity then in competition with the business of the
Company, or any subsidiary or affiliate of the Company.
VIII. SOLICITING EMPLOYEES.
Executive promises and agrees that he will not, during the term of this
Agreement and for a period of twelve (12) months following termination of his
employment or the expiration of this Agreement or renewal in accordance with
Section VI above, directly or indirectly solicit any of the Company employees
who earned annually $50,000 or more as a Company employee during the last six
months of his or his own employment to work for any business, individual,
partnership, firm, corporation, or other entity then in competition with the
business of the Company or any subsidiary or affiliate of the Company.
IX. INDEMNITY AND D&O INSURANCE
The Company shall provide coverage for Executive under the Company's
Director and Officers liability insurance policy, which the Company shall
maintain during the term of Executive's employment hereunder and for a period
thereafter of no less than the applicable statutes of limitation. To the fullest
extent permitted by applicable law, the Company shall defend, indemnify, and
hold Executive and his heirs, executors, administrators, conservators,
beneficiaries, and successors harmless from and against any and all claims,
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liabilities, judgments, costs and expenses (including, without limitation,
reasonable attorneys' fees) (collectively "Claims") suffered or incurred by
Executive in any and all threatened, pending or completed actions, suits or
proceedings arising by reason of Executive's status, actions or inaction as an
employee or agent of the Company or of an affiliate of the Company so long as
his conduct was undertaken in good faith. Executive shall have the right to
engage independent counsel and the Company shall advance all reasonable legal
and attorneys' fees and costs as and when incurred by Executive in defense of
any such Claim.
X. CONFIDENTIAL INFORMATION.
A. Executive, in the performance of Executive's duties on behalf of
the Company, shall have access to, receive and be entrusted with confidential
information, including but in no way limited to development, marketing,
organizational, financial, management, administrative, production, distribution
and sales information, data, specifications and processes presently owned or at
any time in the future developed, by the Company or its agents or consultants,
or used presently or at any time in the future in the course of its business
that is not otherwise part of the public domain (collectively, the "Confidential
Material"). All such Confidential Material is considered secret and will be
available to Executive in confidence. Except in the performance of duties on
behalf of the Company, Executive shall not, directly or indirectly for any
reason whatsoever, disclose or use any such Confidential Material, unless such
Confidential Material ceases (through no fault of Executive's) to be
confidential because it has become part of the public domain. All records,
files, drawings, documents, equipment and other tangible items, wherever
located, relating in any way to the Confidential Material or otherwise to the
Company's business, which Executive prepares, uses or encounters, shall be and
remain the Company's sole and exclusive property and shall be included in the
Confidential Material. Upon termination of this Agreement by any means, or
whenever requested by the Company, Executive shall promptly deliver to the
Company any and all of the Confidential Material, not previously delivered to
the Company, that may be or at any previous time has been in Executive's
possession or under Executive's control.
B. Executive hereby acknowledges that the sale or unauthorized use
or disclosure of any of the Company's Confidential Material by any means
whatsoever and any time before, during or after Executive's employment with the
Company shall constitute Unfair Competition. Executive agrees that Executive
shall not engage in Unfair Competition either during the time employed by the
Company or any time thereafter.
XI. COOPERATION IN LITIGATION.
Executive agrees that he will reasonably consult and cooperate in and
make himself available to the Company to assist with any litigation and
potential litigation that arises out of events occurring prior to the
termination of his employment with the Company (including, but not limited to,
serving as a witness and/or consultant for the Company or one of its affiliates
and producing documents and information relevant to the Company or one of its
affiliates). The Company agrees to reimburse Executive for his reasonable costs
and expenses incurred with his obligation pursuant to this Section XI and,
following the
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termination of his employment with the Company, to additionally compensate him
at a reasonable hourly rate of not less than $500.00 per hour for his time spent
in connection therewith.
XII. TAXES.
Any amount otherwise payable pursuant to this Agreement shall,
notwithstanding anything else contained herein to the contrary, be subject to
standard withholding and other authorized deductions.
XIII. PROVISIONS THAT SURVIVE TERMINATION.
Notwithstanding anything else contained herein to the contrary, Sections
V, VII through XII, XIV through XXIII and this Section XIII shall survive any
purported termination of this Agreement.
XIV. ANNOUNCEMENT.
After the execution of this Agreement, any Company announcement or
disclosure, public or otherwise, regarding Executive's promotion to President of
Intellectual Property shall be characterized very positively. Executive's
resignation from the Board of Directors and as Company Secretary shall not be
characterized negatively in any way or be associated with the restructuring of
the CFO and CEO positions. Any public releases or disclosures describing such
resignation or promotion shall be approved in advance by Executive, which
approval shall not be unreasonably withheld, prior to the release or disclosure.
XV. SUCCESSORS.
A. This Agreement is personal to Executive and shall not, without
the prior written consent of the Company, be assignable by Executive.
B. This Agreement may not be assigned by the Company without
Executive's prior written consent, unless such assignment is made in connection
with a sale of substantially all of the stock of the Company or substantially
all of the assets of the Company, in which case, this Agreement shall inure to
the benefit of and be binding upon the Company and its successors and assigns
and any such successor or assignee shall be deemed substituted for the Company
under the terms of this Agreement for all purposes. No assignment of this
Agreement by Company shall relieve the Company or its successors or assigns of
their obligations or liability hereunder unless Executive otherwise agrees in
writing.
XVI. WAIVER.
No waiver of any breach of any term or provision of this Agreement shall
be construed to be, nor shall be, a waiver of any other breach of this
Agreement. No waiver shall be binding unless in writing and signed by the party
waiving the breach.
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XVII. MODIFICATION.
This Agreement may not be amended or modified other than by a written
agreement executed by Executive and the Company's Chief Executive Officer.
XVIII. SAVINGS CLAUSE.
If any provision of this Agreement or the application thereof is held
invalid, the invalidity shall not affect other provisions or applications of
this Agreement which can be given effect without the invalid provisions or
applications and to this end the provisions of this Agreement are declared to be
severable.
XIX. COMPLETE AGREEMENT.
This Agreement constitutes and contains the entire agreement and final
understanding concerning Executive's employment with the Company and the other
subject matters addressed herein between the parties. It is intended by the
parties as a complete and exclusive statement of the terms of their agreement.
It supersedes and replaces all prior negotiations and all agreements proposed or
otherwise, whether written or oral, concerning the subject matter hereof. The
Company warrants and represents to Executive that the Company's Compensation
Committee has validly met to review and approve the terms and conditions of this
Agreement, and the Company shall provide to Executive a letter from outside
Company counsel on or before January 10, 2003, confirming the foregoing meeting
and approval of the terms and conditions of this Agreement. Any representation,
promise or agreement not specifically included in this Agreement shall not be
binding upon or enforceable against either party. This is a fully integrated
agreement.
XX. GOVERNING LAW.
This Agreement shall be deemed to have been executed and delivered
within the State of California, and the rights and obligations of the parties
hereunder shall be construed and enforced in accordance with, and governed by,
the laws of the State of California without regard to principles of conflict of
laws.
XXI. CONSTRUCTION.
Each party has cooperated in the drafting and preparation of this
Agreement. Hence, in any construction to be made of this Agreement, the same
shall not be construed against any party on the basis that the party was the
drafter. The captions of this Agreement are not part of the provisions hereof
and shall have no force or effect.
XXII. COMMUNICATIONS.
All notices, requests, demands and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered or if
mailed by registered or certified mail, postage prepaid, addressed to Executive
at ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or addressed to the Company
at ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention Chief Executive Officer. Either party may
change the address at which notice shall be given by written notice given in the
above manner.
XXIII. EXECUTION.
This Agreement is being executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Photographic copies of such signed counterparts may
be used in lieu of the originals for any purpose.
[signatures on the following page]
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In witness whereof, the parties hereto have executed this Agreement
effective as of the date first above written.
GEMSTAR-TV GUIDE INTERNATIONAL, INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------------
Its CEO
----------------------------
▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇ ▇▇▇▇▇▇
-------------------------------
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