EXHIBIT ▇▇.▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇
Dear ▇▇. ▇▇▇▇▇▇▇:
This Letter Agreement, when executed by both you and Fox Cable Networks
Services, LLC (hereinafter referred to as "the Company"), will confirm the
Agreement between you and the Company relating to your employment by the
Company. Once effective this Agreement will supersede any and all prior
agreements, whether express or implied, oral or written, between you and the
Company relative to you employment with the Company.
1. (a) The Company hereby employs you for a period of four years and eight
months, commencing November 1, 2000 and ending June 30, ▇▇▇▇ ("▇▇▇ ▇▇▇▇"). If
you continue in the employ of the Company after the end of the above Term, your
employment shall be on an at-will basis at the weekly salary rate paid during
your last regular pay period hereunder.
2. You shall perform such duties consistent with your position set forth in
paragraph 3.(a), as are assigned to you from time to time (and agree to take
such trips both within and outside the United States as shall be determined to
be desirable) by the Company.
3. (a) You shall serve as President, Fox Cable Networks Group Sales. For
purposes of this Agreement, Fox Cable Networks Group will be considered the set
of businesses currently known as Fox Sports Networks (including the Fox Sports
Regional Sports Networks, Fox Sports Net, and Fox Sports World),FX, FXM,
Healtheon/WebMD, and National Geographic Channel. Additional
networks/responsibilities may be added during the Term and/or
networks/responsibilities may be reduced during the Term. You agree to serve in
such capacities, or any other office of the Company or any of its affiliates,
without additional compensation.
(b) If you are elected a member of the Board of Directors or to any other
office of the Company or any of its affiliates, you agree to serve in such
capacity or capacities without additional compensation.
4. You hereby accept such employment and agree to devote the time and attention
necessary to fulfill the duties of your employment hereunder.
5. For your services hereunder, the Company will, during the term
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of your employment described in Paragraph 1.(a) hereof, on regular pay dates as
then in effect under applicable Company policy, pay you at the rate of:
(a) $665,000 per annum for the twelve month period from
November 1, 2000 through June 30, 2001;
(b) $720,000 per annum for the twelve month period from
July 1, 2001 through June 30, 2002;
(c) $850,000 per annum for the twelve month period from
July 1, 2002 through June 30, 2003;
(d) $950,000 per annum for the twelve month period from
July 1, 2003 through June 30, 2004.
(e) $1,050,000 per annum for the twelve month period from
July 1, 2004 through June 30, 2005.
6. In addition to the amounts to be paid to you pursuant to
Section 5, the Company shall provide the following:
(a) You shall be eligible to participate in the Company's bonus and stock
option programs in the same manner as comparable executives; provided, however,
that payment of any bonus and/or granting of any stock options and the amount of
any such payment and/or grant shall be entirely at the discretion of the
Company.
(b) The Company shall reimburse you, upon presentation of an expense
statement, for all reasonable periodic dues for membership in a club.
(c) You shall receive a car allowance in the net amount of $1100.00 per
month.
7. (a) You agree that during the term of your employment, you will have no
interest, directly or indirectly, in any motion picture or television program
producing, distributing or exhibiting business, or in any broadcasting, cable or
film laboratory business or in any related business other than the Company and
its affiliates, and you will perform no services for any person, firm or
corporation engaged in any such business. The foregoing does not prohibit your
ownership of less than one percent (1%) of the outstanding common stock of any
company whose shares are publicly traded.
(b) Enclosed is a copy of the News Corporation Limited Standard of
Business Conduct Statement. You agree to abide by the provisions of this
statement at all times during your employment by the Company.
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8. You will not during the term of your employment and for a period of two
years thereafter, directly or indirectly, induce or attempt to induce any
managerial, sales or supervisory employee of the Company or its affiliates to
render services to any other person, firm or corporation.
9. (a) You acknowledge that the relationship between the parties hereto is
exclusively that of employer and employee and that the Company's obligations to
you are exclusively contractual in nature. The Company shall be the sole owner
of all the fruits and proceeds of your services hereunder, including, but not
limited to, all ideas, concepts, formats, suggestions, developments,
arrangements, designs, packages, programs, promotions and other intellectual
properties which you may create in connection with and during the term of your
employment hereunder, free and clear of any claims by you (or anyone claiming
under you) of any kind or character whatsoever (other than your right to
compensation hereunder). You shall, at the request of the Company, execute such
assignments, certificates or other instruments as the Company may from time to
time deem necessary or desirable to evidence, establish, maintain, perfect,
protect, enforce or defend its right, title and interest in or to any such
properties.
(b) All memoranda, notes, records and other documents made or compiled by
you, or made available to you during the term of this Agreement concerning the
business of the Company or its affiliates shall be the Company's property and
shall be delivered to the Company on the termination of this Agreement or at any
other time on request. You shall keep in confidence and shall not use for
yourself or others, or divulge to others, any information concerning the
business of the Company or its affiliates which is not otherwise publicly
available and which is obtained by you as a result of your employment, including
but not limited to, trade secrets or processes and information deemed by the
Company to be proprietary in nature, unless disclosure is permitted by the
Company or required by law.
(c) The Company shall have the right to use your name, biography and
likeness in connection with its business, including in advertising its products
and services, and may grant this right to others, but not for use as a direct
endorsement.
(d) The covenants set forth above in this paragraph shall survive the
termination of this Agreement.
10. You shall be eligible to participate in all employee benefit plans of the
Company to the extent available to other comparable employees of the Company,
and your eligibility to participate in such plans shall be governed by the rules
applicable to comparable executives.
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11. The services to be furnished by you hereunder and the rights and privileges
granted to the Company by you are of a special, unique, unusual, extraordinary,
and intellectual character which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and a breach by you of any of the provisions contained herein will cause the
Company irreparable injury and damage. You expressly agree that the Company
shall be entitled to seek injunctive and other equitable relief to prevent a
breach of this Agreement by you. Resort to such equitable relief, however,
shall not be construed as a waiver of any preceding or succeeding breach of the
same or any other term or provision. The various rights and remedies of the
Company hereunder shall be construed to be cumulative and no one of them shall
be exclusive of any other or of any right or remedy allowed by law.
12. Any prior agreements that do not relate to your current employment,
including but not limited to any Consulting Agreement, Business Agreement,
Development Agreement, Production Agreement, General Release, and Settlement
Agreement shall remain in full force and effect, notwithstanding this Agreement.
13. In consideration of the making of this Agreement, as well as of the other
consideration stated herein, you expressly agree that any contract, agreement or
understanding between you and the Company with respect to severance or
termination pay, notice of severance or termination, or pay in lieu of notice of
severance or termination previously extended to you whether by way of contract,
letter, or Company termination policy, is hereby rescinded. You further agree
that if you continue in the employ of the Company after the end of this
Agreement, your employment may be terminated in accordance with the provisions
of such then existing Company policies as may then be in effect applicable to
comparable executives of the Company.
14. This Agreement shall be governed by the laws of the State of
California applicable to contracts performed entirely therein.
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15. This Agreement shall inure to the benefit of the successors and general
assigns of the Company and to the benefit of any other corporation or entity
which is a parent, subsidiary or affiliate of the Company to which this
Agreement is assigned, and any other corporation or entity into which the
Company may be merged or with which it may be consolidated. Except as herein
provided, this Agreement shall be nonassignable.
Sincerely,
Fox Cable Networks Services, LLC
By /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
President & Chief Executive Officer
Fox Cable Networks Group
December 18, 2000
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Date
THE FOREGOING IS AGREED TO:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇
November 28, 2000
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Date
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