Exhibit 10.2
May 5, 1997
▇▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇'▇ Entertainment, Inc.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RE: Amendment to Employment Agreement
Dear ▇▇. ▇▇▇▇▇:
Pursuant to action taken by the Board of Directors on February 21,
1997, this letter agreement ("this Amendment") amends your Employment Agreement
dated February 25, 1994 (the "Agreement") between you and ▇▇▇▇▇▇'▇
Entertainment, Inc. (formerly The Promus Companies Incorporated) (the
"Company").
In consideration of the mutual covenants herein contained, it is agreed
as follows:
1. All references in the Agreement to "Chief Executive
Officer" are changed to read "Chairman of the Board and
Chief Executive Officer."
2. The reference to your salary of "$450,000" in the
first sentence of paragraph 4 of the Agreement is changed to
read "$800,000."
It is understood these changes are effective as of January 1,
1997.
3. Notwithstanding any provision in the Agreement to the
contrary, in the event your active employment as an executive officer
with the Company, or its direct or indirect subsidiaries, terminates
for any reason, any TARSAP shares granted to you which are unvested on
the date of such termination of active employment will be forfeited as
of 12:00 p.m. on such date, provided, it is understood that the Human
Resources Committee of the Board of Directors could approve an
exception, in its discretion, based on its review of the circumstances
at that time.
4. Except as specifically amended herein, all terms
and conditions of the Agreement remain unchanged and
continue in full force and effect.
If this Amendment sets forth our agreement on the subject matter
hereof, please sign and return to the Company the enclosed copy of this
Amendment which will then constitute our binding agreement on this subject.
Very truly yours,
▇▇▇▇▇▇'▇ ENTERTAINMENT, INC.
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇, ▇▇.
-------------------------
Title: Senior Vice President
AGREED:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-2-