EXHIBIT 10.30
Employment Agreement
EMPLOYMENT AGREEMENT, dated as of April 1, 2003 between Panavision Inc., a
Delaware corporation (the "Company") and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Executive").
WHEREAS, the Company wishes to employ the Executive, and the Executive
wishes to accept such employment, on the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, the Company and the Executive hereby agree as follows:
1. Employment, Duties and Acceptance.
1.1 Employment, Duties. The Company hereby employs the Executive for
the Term (as defined in Section 2.1), to render exclusive and full-time services
to the Company as President and Chief Operating Officer, and as a member of the
Board of Directors, or in such other executive position as may be mutually
agreed upon by the Company and the Executive, and to perform such other duties
consistent with such position as may be assigned to the Executive by the Board
of Directors. The Executive will report to the Executive Committee of the Board
of Directors. If during the Term a person other than ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or
▇▇▇▇▇▇ ▇▇▇▇▇▇ is appointed Chief Executive Officer of the Company, such
appointment will constitute a Company breach under Section 4.4 of this
Agreement.
1.2 Acceptance. The Executive hereby accepts such employment and
agrees to render the services described above. During the Term, the Executive
agrees to serve the Company faithfully and to the best of the Executive's
ability, to devote the Executive's entire business time, energy and skill to
such employment, and to use the Executive's best efforts, skill and ability to
promote the Company's interests. The Executive further agrees to accept
election, and to serve during all or any part of the Term, as an officer or
director of the Company and of any subsidiary or affiliate of the Company,
without any compensation therefor other than that specified in this Agreement,
if elected to any such position by the shareholders or by the Board of Directors
of the Company or of any subsidiary or affiliate, as the case may be.
1.3 Location. The duties to be performed by the Executive hereunder
shall be performed primarily at the office of the Company in Woodland Hills,
California, subject to reasonable travel requirements on behalf of the Company.
2. Term of Employment; Certain Post-Term Benefits.
2.1 The Term. The term of the Executive's employment under this
Agreement (the "Term") shall commence on April 7, 2003. The Term shall end on
December 31, 2005, or such later date to which the Term is extended pursuant to
Section 2.2.
2.2 End-of-Term Provisions. At any time after December 31, 2004, the
Company or the Executive shall have the right to give written notice of
non-renewal of the Term. In the event the Company or the Executive gives such
notice of non-renewal, the Term automatically shall be extended so that it ends
twenty four months after the last day of the month in which the Company or
Executive gives such notice. Unless and until the Company or the Executive gives
written notice of non-renewal as provided in this Section 2.2, the Term
automatically shall be extended day-by-day so that it ends twenty four months
after the last day of the month in which the Company or the Executive gives such
notice.
2.3 Special Curtailment. The Term shall end earlier than December 31,
2005 or any extended date of termination provided in Section 2.2, in either case
if sooner terminated pursuant to Section 4. Non-extension of the Term shall not
be deemed to be a wrongful termination of the Term of this Agreement by the
Company pursuant to Section 4.4.
3. Compensation; Benefits.
3.1 Salary. As compensation for all services to be rendered pursuant
to this Agreement, the Company agrees to pay the Executive during the Term a
base salary, payable semi-monthly in arrears, at the annual rate of not less
than $850,000 for calendar year 2003, $900,000 for calendar year 2004 and
$950,000 for calendar year 2005 and thereafter, less such deductions or amounts
to be withheld as required by applicable law and regulations (the "Base
Salary"). In the event that the Company in its sole discretion from time to time
determines to further increase the Base Salary, such increased amount shall,
from and after the effective date of the increase, constitute "Base Salary" for
purposes of this Agreement.
3.2 Incentive Compensation. In addition to the amounts to be paid to
the Executive pursuant to Section 3.1, the Executive will be eligible to
participate in the Company's Executive Incentive Compensation Plan or any
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successor incentive compensation plan from time to time maintained by the
Company for employees or officers generally (the "Bonus Plan"). The Executive
shall receive a bonus pursuant to the Bonus Plan, with bonus upon achievement of
target performance (as established by the Compensation Committee pursuant to the
Bonus Plan)equal to 75% of Base Salary (the "Target Bonus"), provided, that
during calendar year 2003 the Executive shall receive a minimum bonus of
$425,000 (the "2003 Minimum Bonus") which is equal to 50% of Base Salary,
$250,000 of which shall be payable on April 15, 2003 (the "Advance"). With the
exception of the Advance, a bonus for any given year shall be paid in the next
following year on the earlier to occur of (A) March 15th and (B) the date on
which the Company pays bonuses to officers generally. With the exception of the
2003 Minimum Bonus, for any period of less than a full calendar year during the
Term or the Damage Period, as applicable, the Executive shall be paid a bonus in
an amount equal to the Target Bonus prorated for the number of full calendar
months of service rendered by the Executive during such year. The Bonus is
subject to approval by the stockholders of the Company at the Annual Meeting of
Stockholders of the Company next following the execution and delivery of this
Agreement.
3.3 Equity Participation. In addition to the amounts to be paid to the
Executive pursuant to Section 3.1 and Section 3.2, the Executive shall be
entitled to receive a payment (the "Equity Participation Payment") at the time
and in an amount determined pursuant to this Section 3.3. The Equity
Participation Payment shall be made to the Executive within fifteen (15) days
following issuance of audited financial statements of the Company for fiscal
year 2005, or sooner in the event of death, disability, Company breach or Change
of Control, under Sections 4.1, 4.2, 4.4 and 4.5, respectively (such fiscal
year, the "Final Fiscal Year"). The Equity Participation Payment shall be in an
amount equal to two and one half percent (2.5%) of (i) EBITDA (without any
deduction for the Equity Participation Payment to Executive or similar equity
participation payments to other persons) for the Final Fiscal Year multiplied by
8.0, (ii) less the sum of (A) $600 million and (B) any contributions to the
capital of the Company since September 30, 2002 and (iii)(A) less if an increase
or (B) plus if a decrease, the change in debt (reduced by any unrestricted cash)
of the Company and its consolidated subsidiaries outstanding between September
30, 2002 and the last day of the Final Fiscal Year; provided, that in no event
shall the Equity Participation Payment be less than $1,000,000. In the event of
a Company breach under Section 4.4 of this Agreement, Executive will receive
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an Equity Participation Payment based upon growth in the Company's equity though
the end of the fiscal year in which the Company breaches. In the event of a
Change of Control under Section 4.5 of this Agreement, Executive will receive an
Equity Participation Payment based upon growth in the Company's equity though
the end of the fiscal year in which the Change of Control occurs. In the event
of death or disability under Sections 4.1 or 4.2, respectively, of this
Agreement, Executive will receive an Equity Participation Payment based upon
growth in the Company's equity though the end of the fiscal year in which the
death or disability occurred. In the event that this Agreement is renewed or the
term of this Agreement is extended, Executive will be eligible to receive an
additional Equity Participation Payment or its equivalent, the equity percentage
component of which shall not be less than the equity percentage on which the
Equity Participation Payment described in this Section 3.3 is based. The Equity
Participation Payment is subject to approval by the stockholders of the Company
at the Annual Meeting of Stockholders of the Company next following the
execution and delivery of this Agreement.
3.4 Business Expenses. The Company shall pay or reimburse the
Executive for all reasonable expenses actually incurred or paid by the Executive
during the Term in the performance of the Executive's services under this
Agreement, upon presentation of expense statements or vouchers or such other
supporting information as the Company customarily may require of its officers;
provided, however, that the maximum amount available for such expenses during
any period may be fixed in advance by the Chairman of the Board of Directors or
the Executive Committee of the Board of Directors.
3.5 Vacation. During the Term, the Executive shall be entitled to a
vacation period or periods of four weeks in accordance with the vacation policy
of the Company during each year of the Term.
3.6 Fringe Benefits. During the Term, the Executive shall be entitled
to all benefits for which the Executive shall be eligible under any qualified
pension plan, 401(k) plan, group insurance or other so-called "fringe" benefit
plan which the Company provides to its employees and officers generally.
3.7 Additional Benefits. During the Term, the Executive shall be
entitled to such other benefits as are specified in Appendix I to this
Agreement.
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4. Termination.
4.1 Death. If the Executive shall die during the Term, the Term shall
terminate and no further amounts or benefits shall be payable hereunder, except
that the Executive's legal representatives shall be entitled to receive (i) an
Equity Participation Payment as described in Section 3.3 and (ii) continued
payments in an amount equal to 60% of the Base Salary, in the manner specified
in Section 3.1, until the end of the Term (as in effect immediately prior to the
Executive's death) or, if the Company has not then given written notice of
non-renewal pursuant to Section 2.2, for a period of twelve months after the
last day of the month in which termination described in this Section 4.1
occurred, whichever is longer.
4.2 Disability. If during the Term the Executive shall become
physically or mentally disabled, whether totally or partially, such that the
Executive is unable to perform the Executive's services hereunder for (i) a
period of six consecutive months or (ii) for shorter periods aggregating six
months during any twelve month period, the Company may at any time after the
last day of the six consecutive months of disability or the day on which the
shorter periods of disability shall have equaled an aggregate of six months, by
written notice to the Executive (but before the Executive has recovered from
such disability), terminate the Term and no further amounts or benefits shall be
payable hereunder, except that the Executive shall be entitled to receive (i) an
Equity Participation Payment as described in Section 3.3 and (ii) continued
payments in an amount equal to 60% of the Base Salary, in the manner specified
in Section 3.1, until the end of the Term (as in effect immediately prior to
such termination) or, if the Company has not then given notice of non-renewal
pursuant to Section 2.2, for a period of twenty four months after the last day
of the month in which termination described in this Section 4.2 occurred. If the
Executive shall die before receiving all payments to be made by the Company in
accordance with the foregoing, such payments shall be made to a beneficiary
designated by the Executive on a form prescribed for such purpose by the
Company, or in the absence of such designation to the Executive's legal
representative.
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4.3 Cause. In the event (i) of gross neglect by the Executive of the
Executive's duties hereunder, (ii) conviction of the Executive of any felony,
(iii) conviction of the Executive of any lesser crime or offense involving the
property of the Company or any of its subsidiaries or affiliates, (iv) willful
misconduct by the Executive in connection with the performance of any material
portion of the Executive's duties hereunder, (v) breach by the Executive of any
material provision of this Agreement or (vi) breach by the Executive of the
Company's official written Code of Conduct as in effect from time to time, the
Company may at any time by written notice to the Executive terminate the Term;
provided, however, that in the case of any matter covered by clause (v), the
Company shall have first given the Executive written notice of the conduct (or
lack thereof) at issue and 10 business days notice within which to cure. Upon
such termination, this Agreement shall terminate and the Executive shall be
entitled to receive no further amounts or benefits hereunder, except Base Salary
and benefits as shall have been earned to the date of such termination.
4.4 Company Breach. In the event of the breach of any material
provision of this Agreement by the Company, the Executive shall be entitled to
terminate the Term upon 60 days' prior written notice to the Company. Upon such
termination, or in the event the Company terminates the Term of this Agreement
other than pursuant to the provisions of Sections 4.2 or 4.3, the Company shall
continue to provide the Executive (i) payments of (A) Base Salary, in the manner
and amount specified in Section 3.1, (B) bonus in the manner and amount
specified in Section 3.2 for the year in which this Agreement is terminated
pursuant to this Section 4.4 and, in each additional remaining year of the Term,
a payment of 50% of what otherwise would have been the Target Bonus payment to
Executive for such year, and (C) Equity Participation Payment in the manner and
amount specified in Section 3.3 and (ii) fringe benefits and additional benefits
in the manner and amounts specified in Sections 3.6 and 3.7 until the end of the
Term (as in effect immediately prior to such termination) or, if the Company has
not then given written notice of non-renewal pursuant to Section 2.2, for a
period of twenty-four months after the last day of the month in which
termination described in this Section 4.4 occurred, whichever is longer (the
"Damage Period"). The Company's obligations pursuant to this Section 4.4 are not
subject to any duty of the Executive to mitigate damages or subject to any
offset for compensation which Executive earns subsequent to the Company breach.
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4.5 Change of Control. For a period of six months immediately following
a Change of Control (defined below), the Executive shall be entitled to elect to
terminate his employment with the Company for any reason or no reason upon 30
days' advance written notice to the Company. The Company shall continue to
provide the Executive (i) payments of (A) Base Salary, in the manner and amount
specified in Section 3.1, (B) bonus in the manner and amount specified in
Section 3.2 and (C) Equity Participation Payment in the manner and amount
specified in Section 3.3 and (ii) fringe benefits and additional benefits in the
manner and amounts specified in Sections 3.6 and 3.7 until the end of the Term
(as in effect immediately prior to such termination) or, if the Company has not
then given written notice of non-renewal pursuant to Section 2.2, for a period
of twelve months after the last day of the month in which termination described
in this Section 4.5 occurred, whichever is longer. For purposes of this
Agreement, "Change of Control" shall mean the acquisition by any Person or group
(within the meaning of Rule 13D-5 under The Securities Exchange Act of 1934, as
amended) other than Mafco Holdings Inc. and its affiliates of beneficial
ownership, directly or indirectly, through a purchase, merger, consolidation or
other acquisition transaction of more than 50% of the total voting power of all
issued and outstanding shares of capital stock of the Company entitled to vote
generally in the election of directors of the Company.
4.6 Litigation Expenses. Except as provided for in Section 5.7, if the
Company and the Executive become involved in any action, suit or proceeding
relating to the alleged breach of this Agreement by the Company or the
Executive, and if a judgment in such action, suit or proceeding is rendered in
favor of the Executive, the Company shall reimburse the Executive for all
expenses (including reasonable attorneys' fees) incurred by the Executive in
connection with such action, suit or proceeding.
5. Protection of Confidential Information; Non-Competition.
5.1 In view of the fact that the Executive's work for the Company will
bring the Executive into close contact with many confidential affairs of the
Company, its subsidiaries and affiliates not readily available to the public,
and plans for future developments, the Executive agrees:
5.1.1 To keep and retain in the strictest confidence all confidential
matters of the Company, its
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subsidiaries and affiliates, including, without limitation, "know how", trade
secrets, customer lists, pricing policies, operational methods, technical
processes, formulae, inventions and research projects, other business affairs of
the Company, its subsidiaries and affiliates, and any information whatsoever
concerning any director, officer, employee or agent of the Company, its
subsidiaries and affiliates or their respective family members learned by the
Executive heretofore or hereafter, and not to disclose them to anyone outside of
the Company, either during or after the Executive's employment with the Company,
except in the course of performing the Executive's duties hereunder or with the
Company's express written consent. The foregoing prohibitions shall include,
without limitation, directly or indirectly publishing (or causing, participating
in, assisting or providing any statement, opinion or information in connection
with the publication of) any diary, memoir, letter, story, photograph,
interview, article, essay, account or description (whether fictionalized or not)
concerning any of the foregoing, publication being deemed to include any
presentation or reproduction of any written, verbal or visual material in any
communication medium, including any book, magazine, newspaper, theatrical
production or movie, or television or radio programming or commercial; and
5.1.2 To deliver promptly to the Company on termination of the
Executive's employment by the Company, or at any time the Company may so
request, all memoranda, notes, records, reports, manuals, drawings, blueprints
and other documents (and all copies thereof), including data stored in computer
memories or on other media used for electronic storage or retrieval, relating to
the Company's business, or the business of its subsidiaries or affiliates, and
all property associated therewith, which the Executive may then possess or have
under the Executive's control.
5.1.3 The Executive shall not disclose to the Company, or induce the
Company to use, any inventions, confidential or proprietary information or
material belonging to any previous employer or any other party.
5.2 During the Executive's employment with the Company and for a period
of twenty four months thereafter, the Executive shall not, directly or
indirectly, enter the employ of, or render any services to, any person, firm or
corporation engaged in any business competitive with the business of the Company
or of any of its subsidiaries or affiliates; the Executive shall not engage in
such business on the Executive's own account; and the Executive shall not
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become interested in any such business, directly or indirectly, as an
individual, partner, shareholder, director, officer, principal, agent, employee,
trustee, consultant, or in any other relationship or capacity; provided,
however, that nothing contained in this Section 5.2 shall be deemed to prohibit
the Executive from acquiring, solely as an investment, up to five percent (5%)
of the outstanding shares of capital stock of any public corporation; and
provided further, that the foregoing provisions of this Section shall apply in
California only to the extent that the Executive is receiving payments or
benefits pursuant to Sections 4.4 or 4.5. In addition, during the Executive's
employment with the Company and for a period of twenty four months thereafter,
the Executive shall not solicit or encourage any person who, within six (6)
months prior to the expiration or earlier termination of the Term, was an
employee of the Company or any of its subsidiaries or affiliates to (i)
terminate his or her employment with the Company or any such subsidiary or
affiliate or (ii) engage in any activity prohibited to the Executive by the
first sentence of this Section 5.2. During the Executive's employment with the
Company and for a period of twenty four months thereafter, the Executive shall
not, directly or indirectly, solicit, induce, or attempt to solicit or induce
any person who is (or has been within the then immediately preceding
twelve-month period) a customer, client, vendor, supplier or consultant of or to
the Company or any of its subsidiaries or affiliates (a) to become a customer,
client, vendor, supplier or consultant of or to Executive or any entity for
which Executive performs services for any business which is competitive with the
business of the Company or any of its subsidiaries or affiliates, or (b)
otherwise to terminate or decrease the amount of business that it conducts with
the Company or any of its subsidiaries or affiliates.
5.2.1 Employee acknowledges that his agreement to Sections 5.1, 5.1.1
and 5.2 constitutes a material inducement to the Company's agreement to provide
the payments and benefits described in Sections 4.4. and 4.5.
5.3 If the Executive commits a breach, or threatens to commit a breach,
of any of the provisions of Sections 5.1 or 5.2 hereof, the Company shall have
the following rights and remedies:
5.3.1 The right and remedy to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, it being
acknowledged and agreed that any such breach or threatened breach will cause
irreparable injury to the Company and that money damages
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will not provide an adequate remedy to the Company; and
5.3.2 With regard to 5.1 only, the right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits (collectively "Benefits") derived
or received by the Executive as the result of any transactions constituting a
breach of any of the provisions of Sections 5.1, and the Executive hereby agrees
to account for and pay over such Benefits to the Company.
5.3.3 Each of the rights and remedies enumerated above shall be
independent of the other, and shall be severally enforceable, and all of such
rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company under law or in equity.
5.4 If any of the covenants contained in Sections 5.1 or 5.2, or any
part thereof, hereafter are construed to be invalid or unenforceable, the same
shall not affect the remainder of the covenant or covenants, which shall be
given full effect, without regard to the invalid portions.
5.5 If any of the covenants contained in Sections 5.1 or 5.2, or any
part thereof, are held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or area of
such provision and, in its reduced form, said provision shall then be
enforceable.
5.6 The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 5.1 and 5.2 upon the courts of the
state of California.
5.7 In the event that any action, suit or other proceeding in law or in
equity is brought to enforce the covenants contained in Sections 5.1 and 5.2 or
to obtain money damages for the breach thereof, and such action results in the
award of a judgment for money damages or in the granting of any injunction in
favor of the Company and a determination by the court that the Company is the
prevailing party, all expenses (including reasonable attorneys' fees) of the
Company in such action, suit or other proceeding shall (on demand of the
Company) be paid by the Executive. In the event the Company fails to obtain a
judgment for money damages or an injunction in favor of the Company and a
determination by the court that the Company
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is the prevailing party, all expenses (including reasonable attorneys' fees) of
the Executive in such action, suit or other proceeding shall (on demand of the
Executive) be paid by the Company.
6. Inventions and Patents.
6.1 The Executive agrees that all processes, technologies and
inventions (collectively, "Inventions"), including new contributions,
improvements, ideas and discoveries, whether patentable or not, conceived,
developed, invented or made by him during the Term shall belong to the Company,
provided that such Inventions grew out of the Executive's work with the Company
or any of its subsidiaries or affiliates, are related in any manner to the
business (commercial or experimental) of the Company or any of its subsidiaries
or affiliates or are conceived or made on the Company's time or with the use of
the Company's facilities or materials. The Executive shall further: (a) promptly
disclose such Inventions to the Company; (b) assign to the Company, without
additional compensation, all patent and other rights to such Inventions for the
United States and foreign countries; (c) sign all papers necessary to carry out
the foregoing; and (d) give testimony in support of the Executive's
inventorship.
6.2 If any Invention is described in a patent application or is
disclosed to third parties, directly or indirectly, by the Executive within two
years after the termination of the Executive's employment with the Company, it
is to be presumed that the Invention was conceived or made during the Term.
6.3 The Executive agrees that the Executive will not assert any rights
to any Invention as having been made or acquired by the Executive prior to the
date of this Agreement, except for Inventions, if any, disclosed to the Company
in writing prior to the date hereof.
6.4 The Executive understands that the provisions of this Agreement
requiring assignment of Inventions to the Company do not apply to any invention
which qualifies fully under the provisions of California Labor Code Section 2870
(attached hereto as Exhibit A). The Executive will advise the Company promptly
in writing of any inventions that the Executive believes meet such provisions
and are not otherwise disclosed on Exhibit B and will at that time provide to
the Company in writing all evidence necessary to substantiate that belief.
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7. Intellectual Property.
The Company shall be the sole owner of all the products and proceeds of
the Executive's services hereunder, including, but not limited to, all
materials, ideas, concepts, formats, suggestions, developments, arrangements,
packages, programs and other intellectual properties that the Executive may
acquire, obtain, develop or create in connection with and during the Term, free
and clear of any claims by the Executive (or anyone claiming under the
Executive) of any kind or character whatsoever (other than the Executive's right
to receive payments hereunder). The Executive 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 or
interest in or to any such properties.
8. Indemnification.
The Company will indemnify the Executive, to the maximum extent
permitted by applicable law, against all costs, charges and expenses incurred or
sustained by the Executive in connection with any action, suit or proceeding to
which the Executive may be made a party by reason of the Executive entering into
this Agreement and being an officer, director or employee of, and rendering
services for, the Company or of any subsidiary or affiliate of the Company.
9. Notices.
All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if delivered personally, sent by overnight courier or mailed
first class, postage prepaid, by registered or certified mail (notices mailed
shall be deemed to have been given on the date mailed), as follows (or to such
other address as either party shall designate by notice in writing to the other
in accordance herewith):
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If to the Company, to:
Panavision Inc.
▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
with a copy to:
MacAndrews & Forbes Holdings Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
If to the Executive, to:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
c/o Munger, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
with a copy to:
▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
10. General.
10.1 This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California applicable to agreements
made and to be performed entirely in California.
10.2 The section headings contained herein are for reference purposes
only and shall not in any way affect the meaning or interpretation of this
Agreement.
10.3 This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof, and supersedes all prior
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof. No representation, promise or inducement has been made by
either party that is not embodied in this Agreement, and neither party shall be
bound by or liable for any alleged representation, promise or inducement not so
set forth.
10.4 This Agreement, and the Executive's
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rights and obligations hereunder, may not be assigned by the Executive. The
Company may assign its rights, together with its obligations, hereunder (i) to
any affiliate or (ii) to third parties in connection with any sale, transfer or
other disposition of all or substantially all of its business or assets; in any
event the obligations of the Company hereunder shall be binding on its
successors or assigns, whether by merger, consolidation or acquisition of all or
substantially all of its business or assets.
10.5 This Agreement may be amended, modified, superseded, canceled,
renewed or extended, and the terms or covenants hereof may be waived, only by a
written instrument executed by both of the parties hereto, or in the case of a
waiver, by the party waiving compliance. The failure of either party at any time
or times to require performance of any provision hereof shall in no manner
affect the right at a later time to enforce the same. No waiver by either party
of the breach of any term or covenant contained in this Agreement, whether by
conduct or otherwise, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such breach, or a waiver of
the breach of any other term or covenant contained in this Agreement.
10.6 This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original but all of which shall be considered one
and the same agreement.
11. Subsidiaries and Affiliates.
11.1 As used herein, the term "subsidiary" shall mean any corporation
or other business entity controlled directly or indirectly by the corporation or
other business entity in question, and the term "affiliate" shall mean and
include any corporation or other business entity directly or indirectly
controlling, controlled by or under common control with the corporation or other
business entity in question.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
PANAVISION INC.
By: /S/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇▇
Vice Chairman
/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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APPENDIX I
Additional Benefits:
1. Medical Examination; Additional Benefits. The Executive shall be
reimbursed by the Company for the reasonable cost of one annual medical
examination upon presentation of an expense statement. In addition, the
Executive shall be reimbursed by the Company for medical expenses not otherwise
covered by insurance in an aggregate amount up to $10,000 per year.
2. Automobile. The Company shall afford the Executive the right to use
an automobile on a continuing basis and shall provide garaging near the
Executive's residence, all on the following basis. The Company shall pay, upon
presentation of an expense statement, all reasonable expenses associated with
the operation of such automobile and the rental of such garage space in the same
manner as is, from time to time, in effect with respect to executive officers of
the Company generally, including, without limitation, all reasonable maintenance
and insurance expenses. The automobile furnished by the Company shall be a late
model top-of-the-line vehicle (the fair market value of which shall not exceed
$60,000) to be reasonably selected by the Executive. At the request of the
Executive, the Company shall replace the Executive's automobile with a new model
at such time as the automobile is three or more years old. Upon the expiration
of the Term, the Executive promptly shall return the automobile to the Company.
Alternatively, the Executive shall have the right to elect to forego the use of
a Company-provided automobile and receive from the Company instead a monthly
cash payment in an amount equal to what would have been the direct out-of-pocket
cost to the Company of providing to the Executive the benefit described in this
paragraph. The Executive shall be grossed up for any federal and state taxes
which are payable by him on account of Executive's automobile benefits under
this paragraph.
3. Life Insurance. The Company agrees to provide the Executive with
additional term life insurance coverage with a face amount of three times the
then current Base Salary, subject to the insurer's satisfaction with the results
of any required medical examination to which the Executive hereby agrees to
submit. The Executive may select a plan of his choice and may designate the
beneficiary of such plan. The Company shall pay, or reimburse to the Executive
if the Executive purchases term life insurance coverage himself, in an amount
not to exceed what such
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coverage would cost if purchased directly by the Company, upon presentation of
an expense statement, the periodic premiums relating to such additional term
life insurance payable during the Term.
4. Airline Club. The Company shall pay the cost of membership for the
Executive in an "executive" or similar commercial airline "club" or preferred
passenger program.
5. Estate and Tax Planning. The Executive shall be reimbursed by the
Company, upon presentation of expense statements, for fees and disbursements for
tax advice, preparation of tax returns and estate planning, up to an amount of
$10,000 in each calendar year.
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EXHIBIT A
Section 2870 of the California Labor Code provides as follows:
(a) Any provision in an employment agreement which provides that an employee
shall assign, or offer to assign, any of his or her rights in an invention to
his or her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer's equipment,
supplies, facilities, or trade secret information except for those inventions
that either:
(1) Relate at the time of conception or reduction to practice of the invention
to the employer's business, or actual or demonstrably anticipated research or
development of the employer; or
(2) Result from any work performed by the employee for the employer.
(b) To the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable.
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EXHIBIT B
LIST OF PRIOR INVENTIONS
AND ORIGINAL WORKS OF AUTHORSHIP
EXCLUDED FROM SECTION 6
Title Date Identifying Number
or Brief Description
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X No inventions or improvements
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Additional Sheets Attached
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Signature of Employee: /S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Print Name of Employee: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Date: March 28, 2003
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