Exhibit 10.1
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT made as of May 13, 1999, between College
Television Network, Inc., a Delaware corporation (the "Company"), U-C Holdings,
L.L.C., a Delaware limited liability company ("Holdings") and ▇▇▇▇▇▇ ▇▇▇▇▇
("Executive").
In consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Employment. The Company shall employ Executive, and Executive accepts
----------
employment with the Company, upon the terms and conditions set forth in this
Agreement for the period beginning on the Effective Date and ending as provided
in paragraph 5 hereof (the "Employment Period").
2. Position and Duties.
-------------------
(a) During the Employment Period, Executive shall serve as the
President of the Company and shall have such duties, responsibilities and
authority of the President subject to the direction of the Company's Chairman of
the Board, Chief Executive Officer, and board of directors (the "Board").
Executive shall also become appointed to the Company's Board, at its next
meeting, in accordance with the governing documents of the Company.
(b) Executive shall report to the Chairman of the Board, Chief
Executive Officer, and the Board, and Executive shall devote his full business
time, attention and skills to the business and affairs of the Company, except as
otherwise approved by the Board.
3. Base Salary and Benefits.
------------------------
(a) During the Employment Period, Executive's base salary shall be
Five Hundred Thousand and No/ 100 Dollars ($500,000.00) per annum or such higher
rate as the Board may designate from time to time (the "Base Salary"), which
salary shall be payable semi-monthly in regular installments in accordance with
the Company's general payroll practices.
(b) The Company shall reimburse Executive for all reasonable expenses
incurred by him in the course of performing his duties under this Agreement
which are consistent with the Company's policies in effect from time to time
with respect to travel, entertainment and other business expenses, subject to
the Company's requirements with respect to reporting and documentation of such
expenses. All travel shall be first class accommodations. In addition, during
the Employment Period, the Company shall provide Executive with an automobile
allowance of One Thousand and No/ 100 Dollars ($1,000.00) per month for the
monthly payments, maintenance and operating expenses for any automobile used by
Executive.
(c) In addition to the Base Salary, on a fiscal year basis for the
Company, Executive shall receive an annual bonus of One Hundred Thousand and No/
100 Dollars
($100,000) (increasing to $200,000 as set forth below) (the "Performance
Bonus"), to be paid within 15 days following receipt by the Board of the results
of the yearly audit of the financial statements performed by the Company's
independent auditors for each fiscal year during the Employment Period , or the
determination of the auditors (on a reviewed basis) on a partial year basis for
the last year of the Employment Period. Such Performance Bonus shall be earned
if the Company's television network achieves at least 100% of its gross revenue
projection for the Company's television network for the applicable fiscal year,
which projections are attached hereto as Exhibit A and are subject to adjustment
by the Board in its reasonable judgment from time to time to account for
acquisitions, divestitures, asset sales or asset purchases. For the first year
of the Employment Period only, Executive shall be entitled to receive a
percentage of the Performance Bonus based on the percent of the total 1999
revenue goal for the Company's television network actually achieved, further
prorated for the portion of fiscal 1999 after the Effective Date (i.e. Company
achieves 80% of 1999 revenue goal and Executive works for six months in fiscal
1999 - Performance Bonus is $100,000 x .8 = $80,000 x .5 = $40,000). For any
partial fiscal year during the Employment Period, the Performance Bonus shall be
paid based upon a pro rata portion of $100,000 based upon the portion of the
year worked (nothing herein shall be deemed to grant to Executive the right to
receive a prorata portion of the Performance Bonus upon termination for any
reason and is intended to address partial years during the Employment Period as
contemplated by this Agreement). Other than for fiscal 1999, unless determined
to the contrary by the Board, there shall be no partial payment of a Performance
Bonus for achieving less than 100% of the revenue projection for the Company's
television network. Executive agrees to accept the judgment of the independent
auditors for the Company with regard to the attainment of Company's projections
as final and binding. In addition, if the Company achieves 110% (with no prorata
payments) of the revenue projection for the Company's television network,
Executive shall receive an additional $100,000 bonus.
(d) In addition, the Board may also from time to time, in its sole
discretion, award Executive bonuses, in addition to those bonuses set forth
above.
(e) In addition to the Base Salary and any Performance Bonus payable
to Executive pursuant to this paragraph 3, Executive shall be entitled to
participate in all employee benefit plans and programs of the Company for which
senior executive officers of the Company are eligible, including, to the extent
available or established by the Company, any:
(i) family health insurance, disability insurance, and dental
insurance coverage;
(ii) 401(k), retirement or similar benefit plans; and
(iii) Executive shall be entitled to four (4) weeks paid
vacation from working days per year.
(f) Executive will be granted options to purchase 50,000 shares of
Common Stock of the Company at the beginning of each year of the Employment
Period. The options will vest over three years, with immediate vesting upon a
Sale of the Company. The grant of such options is subject to the approval of
the Board.
2
4. Term.
----
(a) The Employment Period shall commence on May 24, 1999 (the
"Effective Date") and end on May 23, 2002 (the "Expiration Date"); provided,
however, that the Employment Period shall be automatically extended for one year
on the Expiration Date and at the end of each subsequent year of the Executive's
employment (an "Extension Period"; any such Extension Periods shall be included
in the definition of Employment Period) unless at least ninety (90) days prior
to the Expiration Date or the end of the then current Extension Period, either
the Company or the Executive shall give written notice to the other that this
Agreement shall not be so extended; and provided further that (i) the Employment
--------
Period shall terminate prior to such date upon Executive's death, permanent
disability or incapacity (determined as set forth below), or resignation and
(ii) the Employment Period may be terminated by the Company at any time prior to
such date for Cause (as defined below) or without Cause. Permanent Disability or
incapacity shall occur if Executive misses ninety (90) consecutive days of work
due to illness or disability.
(b) If the Employment Period is terminated by the Company without
Cause, Executive shall be entitled to receive an aggregate amount equal to his
Base Salary, payable for the remainder of the Employment Period. This amount
shall be payable by the Company in equal monthly installments over the remainder
of the Employment Period to be paid when other employees of the Company are
paid, so long as Executive has not breached any of the provisions of Paragraphs
8, 9, 10 or 11 hereof. Executive shall be entitled to no other compensation.
(c) If the Employment Period is terminated by the Company for Cause,
upon the Executive's resignation, Executive's death or disability, or upon the
expiration of the Employment Period after either party has given notice of non-
extension pursuant to Paragraph 5(a), Executive shall be entitled to receive his
Base Salary through the date of termination and shall not be entitled to any
other amounts hereunder. Executive shall be entitled to no other compensation
upon termination pursuant to this Section 4(c).
(d) All of Executive's rights to fringe benefits hereunder (if any)
accruing at any time prior to or after the termination of the Employment Period
shall cease upon such termination, provided, however, that if Executive is
--------
terminated by the Company without Cause, the Company shall permit Executive to
continue to receive benefits under the Company's health insurance policies to
the extent permitted by such policies and applicable law by paying for
Executive's COBRA payment, and provided that the Company shall only maintain
--------
such insurance coverage until the earlier of (y) the end of the period for which
Executive is receiving severance payments pursuant to paragraph 5 hereof and (z)
the date Executive accepts other employment.
(e) For purposes of this Agreement, "Cause" shall mean (i) the
conviction of a felony or a crime involving moral turpitude or any other crime
involving dishonesty, disloyalty or fraud with respect to the Company or
Holdings, or (ii) gross negligence or willful misconduct with respect to the
Company, or (iii) any other material breach of this Agreement; or (iv) the
repeated failure to perform Executive's duties as directed by the Chief
Executive Officer of the
3
Company or the Board; provided however, that with respect to clause (iii) or
--------
(iv) above, if such failure or breach is capable of cure as determined by the
Chief Executive Officer of the Company, in his reasonable judgment, such failure
or breach, as the case may be, shall not be deemed to constitute Cause unless
such failure or breach remains uncured after the expiration of ten (10) days
after notice thereof to Executive.
(f) If Executive is terminated without Cause and he obtains another
job, it shall reduce the payments hereunder.
5. Vesting of Executive Securities.
-------------------------------
(a) In addition to all sums payable to Executive pursuant to paragraph
4 above, Executive shall receive Three Hundred (300) Class A Management Units
and 50 Class B Management Units of Holdings at an aggregate purchase price of
$350.00 (the "Original Cost").
(b) Except as otherwise provided in paragraph 6(c) below, the
Management Units will become vested, over the 36 month period after the date
hereof, in equal proportions on each anniversary date of the Effective Date if,
as of such anniversary date, Executive is employed by Company (i.e. 33.3% on the
anniversary of each 12 month period). The vesting proportion of Class A to
Class B Management Units each year shall be based on the relative percentage of
each to all Management Units (i.e. 1/3 of each of the Class A and Class B
Management Units shall vest each year).
(c) Upon a Sale of the Company or a Sale of Holdings, all of the
Management Units, which have not yet become vested shall become vested at the
time of such event. All of the Management Units which have become vested
pursuant to this paragraph 5 are referred to herein as "Vested Executive
Securities", and all Unvested Management Units are referred to herein as
"Unvested Executive Securities."
(d) Executive shall also receive a warrant to purchase the equivalent
of one half of one percent (.5%) of an Investor Unit ("U C Warrant") in Holdings
from ▇▇▇▇▇ ▇▇▇▇▇, pursuant to a warrant agreement to be entered into on the date
herewith at the same price paid by other executives of the Company.
6. Repurchase Option.
-----------------
(a) General Repurchase Option. Upon the occurrence of the Termination
-------------------------
Date the Executive Securities (whether held by Executive or one or more of
Executive's Permitted Transferees) shall be subject to repurchase by Holdings
pursuant to the terms and conditions set forth in this paragraph 6 (the
"Repurchase Option"). The date on which Executive ceases to be employed by the
Company for any reason, is referred to herein as the "Termination Date."
(b) Termination Without Cause. Notwithstanding anything herein to the
-------------------------
contrary, if Executive is terminated without Cause all Unvested Executive
Securities shall become Vested Executive Securities and such Executive
Securities shall be subject to repurchase at Fair Market Value of such Executive
Securities.
4
(c) Termination for Death or Disability. Subject to paragraph 6(h)
-----------------------------------
below, the purchase price for the Unvested Executive Securities on the
Termination Date if Executive is terminated for death or permanent disability
will be the Executive's Original Cost; and the purchase price for the Vested
Executive Securities shall be the Fair Market Value for such Vested Executive
Securities, as of the date of termination.
(d) Termination for Cause or Resignation. Subject to paragraph 6(h)
------------------------------------
below, the purchase price for all Vested and Unvested Executive Securities if
Executive is terminated for Cause or he resigns shall be the Executive's
Original Cost.
(e) Repurchase Option. As set forth above, Holdings may elect to
-----------------
purchase the applicable Executive Securities by delivering written notice (the
"Holdings Repurchase Notice") to the holder or holders of such Executive
Securities within 90 days after the Termination Date. The Repurchase Notice will
set forth the number of such Executive Securities to be acquired from each
holder, the aggregate consideration to be paid for such Executive Securities and
the time and place for the closing of the transaction, the number of such
Executive Securities to be repurchased by Holdings shall first be satisfied to
the extent possible from the Unvested Executive Securities held by Executive at
the time of delivery of the Repurchase Notice. If the number of such Executive
Securities then held by Executive is less than the total number of Executive
Securities Holdings has elected to purchase, Holdings shall purchase the
remaining Executive Securities elected to be purchased from the other holder(s)
of such Executive Securities under this paragraph 6, pro rata according to the
number of such Executive Securities held by such other holder(s), respectively,
at the time of delivery of the Repurchase Notice (determined as nearly as
practicable to the nearest unit or other applicable denomination).
(f) Closing. Subject to paragraph 6(g) below, the closing of the
-------
purchase of the applicable Executive Securities pursuant to the Repurchase
Option shall take place on the date designated by Holdings in the Repurchase
Notice, which date shall not be more than 60 days nor less than five days after
the later of (i) the delivery of such notice(s) or (ii) the Fair Market
Valuation Date. Payment for such Executive Securities to be purchased pursuant
to the Repurchase Option shall be made by Holdings in four (4) equal
installments, the first installment payable on the closing of such purchase, the
second payable four (4) months after the closing, the third payable eight (8)
months after the closing and the fourth payable twelve (12) months after the
closing, each such payment made by check or wire transfer of funds, at the
option of Holdings. Notwithstanding anything to the contrary contained in this
Agreement, Holdings may withdraw their Repurchase Notice at any time prior to
the closing of a purchase of such Executive Securities pursuant to the
Repurchase Option.
(g) Termination of Repurchase Option. The right of Holdings to
--------------------------------
repurchase Unvested Executive Securities pursuant to this paragraph 6 shall
terminate upon the first to occur of (i) the Sale of Holdings, or (ii) the Sale
-----------------
of the Company. The Repurchase Option set forth in this paragraph 6 will
continue with respect to such Executive Securities following any transfer
thereof other than a transfer to Holdings.
5
(h) Repurchase Restrictions. Notwithstanding anything to the contrary
-----------------------
contained in this Agreement, all repurchases of Executive Securities by Holdings
shall be subject to applicable restrictions contained in the General Corporate
Law of the State of Delaware. If any such restrictions prohibit the repurchase
of the Executive Securities hereunder which Holdings is otherwise entitled or
required to make, Holdings may make such repurchases as soon as it is permitted
to do so under such restrictions.
(i) Section 83B Election. Within 30 days after Executive purchases
--------------------
any Executive Securities from Holdings, Executive shall make an effective
election with the Internal Revenue Service under Section 83(b) of the Internal
Revenue Code and the regulations promulgated thereunder.
(j) Representations and Warranties. Executive hereby represents,
------------------------------
warrants, covenants and agrees that:
(A) Executive has acquired the Management Units, the U C Warrants and
the Investor Units issuable thereunder for investment for an indefinite period,
not with a view to the sale or distribution of any part of all thereof by public
or private sale or disposition.
(B) Executive has been advised that the Management Units, the U C
Warrants and the Investor Units issuable thereunder have not been registered
under the Securities Act or registered or qualified under any other securities
law, on the ground, among others, that no distribution or public offering of the
Management Units is to be effected and the Management Units, the U C Warrants
and the Investor Units issuable thereunder will be issued in connection with a
transaction that does not involve any public offering within the meaning of
Section 4(2) of the Securities Act, or the rules and regulations of the
Securities and Exchange Commission and under comparable exemption provisions of
the securities laws, rules and regulations of other jurisdictions. Executive
understands that Holdings is relying in part on the Executive's representations
as set forth herein for purposes of claiming such exemptions and that the basis
for such exemptions may not be present if, notwithstanding Executive's
representations, Executive has in mind merely acquiring Management Units, the
U C Warrants and the Investor Units issuable thereunder for resale on the
occurrence or non-occurrence of some predetermined event. Executive has no such
intention.
(C) Executive has such knowledge and experience in financial and
business matters that Executive is capable of evaluating the merits and risks of
an investment in the Management Units, the U C Warrants and the Investor Units
issuable thereunder and has the capacity to protect Executive's own interest in
connection with Executive's proposed acquisition of the Management Units, the
U C Warrants and the Investor Units issuable thereunder. Executive is an
"Accredited Investor" as defined in Regulation D promulgated under the
Securities Act.
(D) Executive acknowledges that Executive has been furnished with such
financial and other information concerning the Company and Holdings as Executive
considers necessary in connection with Executive's acquisition of the Management
Units, the U C Warrants and the Investor Units issuable thereunder. Executive
has carefully reviewed such
6
information and is thoroughly familiar with the proposed business, operations,
properties and financial condition of the Company and Holdings and has discussed
with representatives of the Company and Holdings any questions the acquisition
may have with respect thereto. Executive understands: (i) the risks involved in
this offering, including the speculative nature of the investment; (ii) the
financial hazards involved in this offering, including the risk of losing such
Executive's entire investment; (iii) the lack of liquidity and restrictions on
transfers of the Management Units, the U C Warrants and the Investor units
issuable thereunder; and (iv) the tax consequences of this investment. Executive
has consulted with Executive's own legal, accounting, tax, investment and other
advisers with respect to the tax treatment of an investment by Executive in the
Management Units, the U C Warrants and the Investor Units issuable thereunder
and the merits and risks of an investment in the Management Units, the U C
Warrants and the Investor Units issuable thereunder.
(E) The execution, delivery and performance by Executive of this
Agreement have been duly authorized by Executive. This Agreement constitutes a
valid and binding obligation of Executive, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights and subject, as to enforceability, to general principles of
equity (regardless of whether enforcement is sought in a proceeding in equity or
at law).
(F) Executive understands that the Management Units, the U C Warrants
and the Investor Units issuable thereunder will be "restricted securities" as
the term is defined in Rule 144 under the Securities Act, that the Management
Units, the U C Warrants and the Investor Units issuable thereunder must be held
indefinitely unless they are subsequently registered under the Securities Act
and qualified under any other applicable securities law or exemption from such
registration and qualification are available. Executive understands that
Holdings is under no obligation to register or qualify the Management Units, the
U C Warrants and the Investor Units issuable thereunder under the Securities
Act, or any other securities law.
(G) Executive agrees to be bound by the terms, conditions,
obligations, covenants and restrictions of the LLC Agreement and by the
execution of this Agreement Executive shall become and the Managing Member of
the LLC does hereby admit Executive as a "Member" and "Management Holder" of
Holdings.
7. Definitions.
-----------
"Executive Securities" mean: (i) any Management Units acquired by
Executive, and (ii) any equity or debt securities issued or issuable directly or
indirectly with respect to the Executive Securities referred to in clauses (i)
above by any of a conversion, split, distribution or dividend or in connection
with a combination of securities, recapitalization, merger, consolidation or
other reorganization. Executive Securities shall continue to be Executive
Securities in the hands of any holder thereof (other than Holdings or any of its
members).
"Fair Market Valuation Date" with respect to any Executive Securities
means the date on which its Fair Market Value is finally determined pursuant to
the definition of "Fair Market Value."
7
"Fair Market Value" of the Management Units means the Fair Market
Value as shall be determined jointly in good faith by Holdings and Executive;
provided that if Holdings and Executive cannot so agree, then such value shall
be determined by an independent investment banking firm of national or regional
reputation utilizing valuation techniques then commonly used for the valuation
of such investment interests, which investment banking firm will be jointly
selected by Holdings and Executive in good faith, or if such parties cannot
agree on an investment banking firm, then such value shall be determined by an
investment banking firm selected by a lot from a group of six firms possessing
the above described qualifications (three of whom shall be selected by Holdings
and three of whom shall be selected by Executive) from which one firm designated
as objectionable by each of Holdings and Executive shall be eliminated (in
either case, the investment banking firm's determination shall be conclusive).
The expense of any such appraisal shall be borne equally by the parties. In
determining the Fair Market Value of the Management Units to be purchased
pursuant to he exercise of the Repurchase Option, the parties or the investment
bank, as the case may be, shall use the average of the thirty (30) day trading
price of Common Stock of the Company as a partial determining factor, taking
into account the limitations, restrictions and payment preferences of the
Management Units. References in this definition to Executive shall mean
Executive's personal representative if he is deceased or incapacitated.
"Investor Units" shall have the meaning, ascribed in the LLC
Agreement.
"LLC Agreement" shall mean the Second Amended and Restated Limited
Liability Company Agreement of U-C Holdings, L.L.C. dated May 15, 1997, as
amended from time to time.
"Management Units" shall have the meaning ascribed to it in the LLC
Agreement.
"Original Cost" of the Executive Securities will be the price per such
security paid by Executive pursuant to this Agreement or otherwise (in each
case, as proportionately adjusted for all subsequent security splits, security
dividends, security distributions and other recapitalizations affecting the
Executive Securities).
"Sale of Company" shall mean the sale of substantially all of the
stock of Company held by Holdings or the sale of all or substantially all of the
assets of Company.
"Sale of Holdings" shall mean the sale of substantially all of the
equity interest of Holdings or the sale of all or substantially all the assets
of Holdings in Company.
"Securities Act" means the Securities Act of 1933, as amended from
time to time.
8. Confidential Information. The Executive acknowledges that the
------------------------
information, observations and data obtained by him while employed by the
Company, or during the due diligence process in connection with Holdings
investment in the Company, concerning the business or affairs of the Company
("Confidential Information") are the property of the Company. Therefore.
Executive agrees that, except in the performance of duties for the Company, he
shall not disclose to any unauthorized person or use for his own account any
8
Confidential Information without prior written consent of the Board, except (i)
to the extent that the aforementioned matters become generally known to and
available for use by the public other than as a result of Executive's wrongful
acts or omissions to act, (ii) as necessary to comply with compulsory legal
process, provided that Executive shall provide prior notice to the Company
--------
regarding such disclosure and the Company, as applicable, shall have the right
to contest such disclosure, (iii) as necessary to counsel and other professional
advisors retained by the Executive, subject to the attorney/client privilege or
a valid and binding non-disclosure agreement between Executive and such
professional and (iv) disclosures of information obtained from a third party
free of restrictions or disclosure of information in Executive's possession
prior to the date hereof which was obtained from a source other than the Company
or its predecessors. Executive shall deliver to the Company at the termination
of the Employment Period, all memoranda, notes, plans, records, reports,
computer tapes and software and other documents and data (and copies thereof)
relating to Confidential Information, Work Product or the business of the
Company which he may then possess or have under his control.
9. Inventions and Patents. Executive agrees that all ideas, concepts,
----------------------
marketing strategies, management techniques, product development, methods,
designs, analyses, drawings, reports, and all similar or related information
which relates to the Company's actual or anticipated business, research and
development or existing or future products or services and which are conceived,
developed or made by Executive while employed by the Company ("Work Product")
belong to the Company. Executive will promptly disclose such Work Product to the
Board and perform all actions reasonably requested by the Board (whether during
or after the Employment Period) to establish and confirm such ownership
(including, without limitation, assignments, consents, powers of attorney and
other instruments).
10. Non-Compete, Non-Solicitation.
-----------------------------
(a) Executive acknowledges that in the course of his employment with
the Company he will become familiar with the Company's trade secrets and with
other confidential information concerning the Company and that his services will
be of special, unique and extraordinary value to the Company. Therefore,
Executive agrees that, during the Employment Period, during any period in which
he is receiving payments pursuant to paragraph 4 or for which he has received a
lump sum payment pursuant to this Agreement or any subsequent agreement, and, if
terminated for Cause or by Executive's resignation before the Expiration Date,
for two years after such termination (the "Non-Compete Period"), he shall not
directly or indirectly own, manage, control, participate in, consult with,
render services for, or in any manner engage in any business competing with the
businesses of the Company (which business is an information or entertainment
network marketing to colleges and universities), within any geographical area in
which the Company engages or plans to engage in such businesses.
Notwithstanding the foregoing, nothing herein shall prohibit Executive from (i)
continuing his ownership, management and/or control of any business in which and
to the extent which he held such interests and managed such interests prior to
the Non-Compete Period, or (ii) being a passive owner of not more than 5% of the
outstanding stock of any class of a company which is publicly traded, so long as
Executive has no active participation in the management or the business of such
company.
9
(b) During the Employment Period and for eighteen months thereafter,
Executive shall not directly or indirectly through another entity (i) solicit,
encourage, interview, entice, discuss with or induce or attempt to induce any
employee of the Company to leave the employ of the Company, or in any way
interfere with the relationship between the Company and any employee thereof,
(ii) hire any person who was an employee of the Company at any time during the
Employment Period or (iii) induce or attempt to induce or attempt to induce any
customer, supplier, licensee or other business relation of the Company with whom
he had contact to cease doing business with the Company, or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company.
11. Enforcement. If, at the time of enforcement of paragraphs 8, 9, or 10
-----------
of this Agreement, a court holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parities hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope and area.
Because Executive's services are unique and because Executive has access to
Confidential Information and Work Product, the parties hereto agree that money
damages would be an inadequate remedy for any breach of this Agreement.
Therefore, in the event a breach or threatened breach of this Agreement, the
Company or its successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance and/or injunctive or other relief in order to enforce,
or prevent any violations of, the provision hereof (without posting a bond or
other security).
12. Executive Representations. Executive hereby represents and warrants
-------------------------
to the Company that (i) the execution, delivery and performance of this
Agreement by Executive does not and will not conflict with, breach, violate or
cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which he is bound, (ii) Executive is
not a party to or bound by any employment agreement, non-compete agreement or
confidentiality agreement with any other person or entity, which would prohibit
his performance under this Agreement, and (iii) upon the execution and delivery
of this Agreement by the Company, this Agreement shall be valid and binding
obligation of Executive, enforceable in accordance with its terms.
13. Survival. Paragraphs 8, 9, 10, 11, 12 and 13 shall survive and
--------
continue in full force in accordance with their terms notwithstanding any
termination of the Employment Period.
14. Notices. Any notice provided for in this Agreement shall be in
-------
writing and shall be either personally delivered, mailed by first class mail
(postage prepaid and return receipt
10
requested) or sent by telecopy or reputable overnight courier service (charges
prepaid) to the recipient at the address or telecopy number below indicated:
Notices to Holdings:
U-C Holdings, L.L.C.
c/o ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P.
▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: Avy ▇. ▇▇▇▇▇
With a copy to:
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.
Notices to Executive:
▇▇▇▇▇▇ ▇▇▇▇▇
2 Sleepy Hollow
▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
__________________________________
__________________________________
__________________________________
Telecopy: (_____) _______________
Attention: ▇▇▇▇ Lever
Notices to Company:
College Television Network, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
11
With a copy to:
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇.
1600 Atlanta Financial Center
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
or such other address or telecopy number or to the attention of such other
person as the recipient party shall have specified by prior written notice to
the sending party, any notice under this Agreement will be deemed to have been
given when so delivered or sent or, if mailed, five days after deposit in the
U.S. mail.
15. Severability. Whenever possible, each provision of this Agreement
------------
will be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.
16. Complete Agreement. This Agreement and those documents expressly
------------------
referred to herein and other documents of even date herewith embody the complete
agreement and understanding among the parties and supersede and preempt any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way.
17. Counterparts. This Agreement may be executed in separate
------------
counterparts, each of which to be an original and all of which taken together
constitute one and the same agreement.
18. Successors and Assigns. This Agreement is intended to bind and inure
----------------------
to the benefit of and be enforceable by all parties and their respective heirs,
successors and assigns, except that Executive may not assign his rights or
delegate his obligations hereunder without the prior written consent of the
Company.
19. Choice of Law. This Agreement will be governed by the internal law,
--------------
and not the laws of conflicts, of the State of Georgia.
20. Amendment and Waiver. The provisions of this Agreement may be amended
---------------------
or waived with the prior written consent of the Company and Executive, and no
course of conduct or failure or delay in enforcing the provisions of this
Agreement shall affect the validity binding effect or enforceability of this
Agreement.
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
COLLEGE TELEVISION NETWORK, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Its: Chief Executive Officer
---------------------------------
U-C HOLDINGS, ▇.▇▇.
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P.
Its: Managing Member
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Its: Manager
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇
By Managing Member of U-C Holdings, L.L.C.
as to Section 6(j)(G) hereof
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.P.
Its: Managing Member
By: ▇▇▇▇▇▇ ▇▇▇▇▇ & Partners, L.L.C.
Its: General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Its:Manager
13