EXHIBIT 10.15(b)
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Los Angeles, CA
This letter, when executed by both you and Fox/Liberty Networks, L.L.C.
hereinafter referred to as "the Company"), will confirm the agreement between
you and the Company relating to your employment by the Company, and will
supersede all prior agreements between you and the Company relative to your
employment with the Company.
1. (a) The Company hereby employs you for a period of twenty-seven months,
commencing September 1, 1998 and ending December 31, 2000.
(b) One Hundred Eighty (180) days prior to the expiration of the Term,
the parties will enter into good faith negotiations to agree upon the Terms of
an extension of this Agreement. If the parties cannot mutually agree on the
Terms of an extension, and Employee continues to render services to the Company
after the end of the above Term, this Agreement shall be terminable at will by
either party on 30 days notice. Amounts payable to Employee during such
extended period shall be at the rate paid during the last regular payment 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 at the Company's sole cost and expense both within and outside the
United States as shall be determined to be desirable).
3 (a) You shall serve as Chief Operating Officer of Fox/Liberty Networks,
L.L.C., reporting directly to the President and Chief Executive Officer,
Fox/Liberty Networks, L.L.C.
(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 shall render your services in Los Angeles, California and at such
places as the Company shall reasonably designate from time to time on a
temporary basis.
5. You hereby accept such employment and agree to devote the time
and attention necessary to fulfill the duties of your employment hereunder.
6. For your services hereunder, the Company will, during the term
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:
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(a) $700,000 per annum for the twelve month period from September 1, 1998
through August 31, 1999;
(b) $750,000 per annum for the twelve month period from September 1, 1999
through August 31, 2000;
(c) $787,500 per annum for the period from September 1, 2000 through
December 31, 2000.
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.
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) Creative activities unrelated to your duties, including any work product
associated with the production of a movie for Fox Entertainment or Fox
Television Group, are excluded from the
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provision of (a) above and may be pursued by you provided that such activities
do not materially interfere with the full performance of your position.
Furthermore, you understand and agree that the Company, for itself and its
subsidiaries, successors and general assignees reserves the right of first
refusal; during the term of your employment, on any property (which is developed
during that time) for which the Company might reasonably be anticipated to have
an interest. In the event that the Company is interested in the property but you
and the Company are unable to reach a satisfactory purchase agreement within 20
business days after submission by you of any such property, such inability to
successfully conclude negotiations with the prescribed time will be deemed a
refusal and you shall be free to go elsewhere to sell said property provided
that any subsequent sale is for terms more favorable to you than those the
Company offered.
(c) 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.
(d) The Company shall have the right to use your name, approved 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.
(e) 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 available to other comparable executives. During the Term, the Company
shall pay to, or provide you the following additional amounts or rights:
(a) You shall be eligible to participate in, and be granted and additional
12,000 Incentive Units under, the Equity Appreciation rights Plan for Management
and Key Employees. Each additional Incentive Unit granted shall be the value of
an Incentive Unit as of the 12/31/98 valuation date.
(b) In addition to the compensation set forth above you were granted
options to purchase ordinary shares of The News Corporation Limited pursuant to
the then-in-effect provisions of the News
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Corporation Share Option Plan (the "Plan"). All options shall be governed in
accordance with the terms and conditions of the Plan provided that in no event
shall anything contained herein affect your right to retain your currently held
News Corporation options. Your employment hereunder shall count toward any
required additional time for vesting purposes.
(c) You shall participate in the Company's bonus program in the same manner
as other comparable executives and, in any event, second only to the Chief
Executive Officer of Fox/Liberty Networks, L.L.C. provided, however, the payment
of any bonus and the amount of any such payment shall be entirely at the
discretion of the Company.
(d) You will receive twenty round-trip tickets per year for travel within
the continental United States for personal use by you and your family members.
Travel shall be arranged through Fox Travel Department using the most cost-
efficient ticketing available.
(e) Notwithstanding the provisions of Paragraph 12 of this Employment
Agreement, if employment terminates at the expiration of the Agreement you will
be entitled to severance pay in accordance with the Company's then current
severance policy. The calculation of severance pay will be based on your
original hire date at Fox Broadcasting Company.
(f) The Company shall provide you a car allowance in the amount of $1,100
per month.
(g) Business travel shall be in accordance with Company policy.
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. 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
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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.
13. This Agreement shall be governed by the laws of the State of California
applicable to contracts performed entirely therein.
14. 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/LIBERTY NETWORKS, LLC
By /s/ ▇▇▇▇▇▇▇ ▇.▇. ▇▇▇▇
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President and Chief Executive Officer
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Date
THE FOREGOING IS AGREED TO:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Date
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