Exhibit 10.1
KING WORLD CORPORATION
830 Morris Turnpike
Short Hills, New Jersey 07078
June 5, 1997
Mr. Steven LoCascio
c/o King World Corporation
830 Morris Turnpike
Short Hills, New Jersey 07078
Dear Steve:
This letter, when accepted by you, shall constitute an agreement
between you and King World Corporation (the "Company") with respect to your
employment by the Company for the Employment Period (as hereinafter
defined).
1. (a) The Company hereby agrees to employ you as Senior Vice
President and Chief Financial Officer of our affiliate King World Produc-
tions, Inc. ("King World") for the period commencing on September 1, 1997
and terminating on August 31, 1998 (the "Employment Period"). You hereby
agree to accept such employment, to diligently, faithfully and competently
perform such services as shall from time to time be reasonably assigned to
you by the Company's or King World's Board of Directors or King World's
Chairman of the Board, Chief Executive Officer or Chief Operating Officer,
and to diligently, faithfully and competently devote your entire business
time, skill and attention to the performance of your duties and responsi-
bilities to the Company. You shall report to King World's Chairman of the
Board, Chief Executive Officer and/or Chief Operating Officer. Your base
of operations shall be located at the Company's New Jersey offices,
although you acknowledge that your services under this Agreement will
require such travel as the Company may reasonable require.
(b) You hereby grant to the Company options to extend the
Employment Period for four additional twelve-month periods (the "Option
Periods") to commence on September 1, 1998 and to end on August 31, 1999,
in the case of the first Option Period, to commence on September 1, 1999
and to end on August 31, 2000, in the case of the second Option Period, to
commence on September 1, 2000 and to end on August 31, 2001, in the case of
the third Option Period, and to commence on September 1, 2001 and to end on
August 31, 2002, in the case of the fourth Option Period. The Company may
exercise such option with respect to any Option Period by giving you
written notice to such effect not later than the June 1st preceding the
commencement of such Option Period. In the event that the Company elects
to exercise any of such options, the terms and provisions of this Agreement
shall remain in effect and shall apply during the Employment Period as so
extended.
2. (a) The Company shall pay to you, and you shall accept, for
your services performed for the Company and its parent, subsidiaries and
affiliates during the Employment Period, salary compensation at the annual
rate of (i) $250,000 for the period commencing September 1, 1997 and ending
August 31, 1998; (ii) subject to the Company's exercising the option for
the first Option Period, $275,000 during such Option Period; (iii) subject
to the Company's exercising the option for the second Option Period,
$285,000 during such Option Period; (iv) subject to the Company's exercis-
ing the option for the third Option Period, $300,000 during such Option
Period; and (v) subject to the Company's exercising the option for the
fourth Option Period, $315,000 during such Option Period. Any compensation
payable pursuant to this paragraph 2(a) shall be paid in accordance with
the Company's normal payroll policy at the time in effect.
(b) During each year of the Employment Period you may also
be entitled to a bonus if the Board of Directors of the Company, in its
sole and absolute discretion, shall so determine.
(c) Subject to the provisions of this paragraph (c), you
are hereby granted a "non-qualified stock option" under the 1996 Amended
and Restated Stock Option and Restricted Stock Purchase Plan (the "Plan")
of King World to purchase 75,000 shares of King World's Common Stock, $.O1
par value (the "Common Stock"), at an exercise price per share equal to the
closing price of the Common Stock on the New York Stock Exchange on June 5,
1997. You understand and agree with respect to such stock option that:
(i) your right to exercise such option shall vest over a five
year period as follows: 20% on August 31, 1998; 20% on August 31, 1999; 20%
on August 31, 2000; and 40% on August 31, 2002; and
(ii) if you should cease to be a full-time employee of the
Company and any of its subsidiaries or affiliates, then you shall only have
the right to exercise the unexercised portion of such option within one
month after the date on which you ceased to be so employed and then only to
the extent that such portion was vested (pursuant to the foregoing vesting
schedule) on the date you ceased to be so employed, and you shall forfeit
all other rights to and under such option, PROVIDED, HOWEVER, that if your
full-time employment ceases by reason of your death or "disability" (within
the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended), then such one month period shall instead be a one-year period
following the cessation of your employment.
The foregoing, as well as such other terms and conditions as King
World shall deem appropriate, shall be set forth in a definitive stock
option agreement. Your rights as an optionee shall be governed by the
terms and conditions of such agreement and the Plan.
3. You shall be entitled to participate, on the same basis as
the other employees of the Company, in any pension, life insurance, health
insurance or hospitalization plan generally in effect with respect to all
such other employees. You shall be entitled to reimbursement of expenses
reasonably incurred by you in connection with the performance of your
duties hereunder, provided that you promptly furnish documentation therefor
reasonably satisfactory to the Company.
4. (a) In the event of your death, the Employment Period shall
automatically terminate, effective upon the date of your death.
(b) In the event that you are unable to perform the duties
required of you pursuant to this Agreement, for (i) ninety (90) days during
the Employment Period (whether or not such ninety (90) days are consecu-
tive) or (ii) any thirty (30) consecutive days during the Employment
Period, by reason of illness or other physical incapacity, the Company may,
after the expiration of such ninety (90) or thirty (30) days, terminate the
Employment Period.
5. (a) Except as required in connection with the performance
of your services for the Company, you shall not, during or after the
termination of the Employment Period, use or disclose to any person, firm,
partnership or corporation any confidential or proprietary information or
trade secrets of the Company, King World or any of their subsidiaries or
affiliates obtained or learned by you during the Employment Period, includ-
ing, without limitation, the type and nature of the contracts entered into
by the Company, King World or any of their subsidiaries or affiliates in
connection with the acquisition of television programming or the acquisi-
tion of distribution rights with respect to any such programming (includ-
ing, without limitation, the acquisition of advertising time within any
television programming or acting as sales agent for any such advertising
time, irrespective of whether the Company, King World or any of its
subsidiaries or affiliates distributes such programming to television
stations ("Advertising Time")), the sale or other distribution of televi-
sion programming (including, without limitation, Advertising Time), or the
basis upon which the Company, King World or any of their subsidiaries or
affiliates elects to acquire television programming or distribution rights
with respect to any such programming (including, without limitation,
Advertising Time) for sale or other distribution.
(b) You also agree that during and for a period of two (2)
years following the termination of the Employment Period, you will not work
for, or render services to or for the benefit of, or otherwise be interest-
ed in (whether as an employee, consultant, independent contractor, propri-
etor, investor, lender or in any other manner), any business or portion of
a business of any person, firm, partnership, corporation or other entity
which supplied television programming (including, without limitation,
Advertising Time) to, or which entered into a distribution (including,
without limitation, sales agency) agreement for television programming
with, the Company, King World or any of its subsidiaries or affiliates at
any time within the two (2) year period preceding the termination of the
Employment Period.
6. You hereby agree that during and for a period of two (2)
years following the termination of the Employment Period, you shall not (a)
induce, directly or indirectly, any person, firm, partnership, corporation
or other entity from whom or from which the Company, King World or any of
their subsidiaries or affiliates acquired television programming or
distribution (including, without limitation, sales agency) rights with
respect thereto (including, without limitation, Advertising Time) during
the Employment Period to terminate its agreement with the Company, King
World or such subsidiary or affiliate with respect to such programming or
distribution rights (including any such Advertising Time), to elect not to
renew any such agreement or not to furnish to the Company, King World or
any such subsidiary or affiliate any other television programming or
distribution rights (including, without limitation, Advertising Time) or
(b) induce, directly or indirectly, any employee of the Company, King World
or any of their subsidiaries or affiliates to terminate his or her employ-
ment with the Company, King World or any such subsidiary or affiliate.
7. You hereby agree that all ideas, creations, improvements and
other works of authorship created, developed, written or conceived by you
within the scope of your employment hereunder at any time during the
Employment Period are works for hire within the scope of your employment
and shall be the property of the Company free of any claim whatever by you
or any person claiming any rights or interests through you. Notwithstand-
ing any other provision of this Agreement that may be to the contrary,
nothing contained in this Agreement shall require the Company to utilize
your services under this Agreement, the Company's only obligation to you
being payment of your compensation and reimbursable expenses under this
Agreement during the Employment Period.
8. (a) You hereby agree to indemnify and hold the Company
harmless from and against any and all loss, damage, liability, cost and
expense, including reasonable attorneys' fees, incurred by the Company as a
result of, arising out of or in connection with a violation of any term or
condition of this Agreement required to be performed or observed by you.
(b) The Company hereby agrees to indemnify and hold you
harmless from and against any and all loss, damage, liability, cost and
expense, including reasonable attorneys' fees, incurred by you as a result
of, arising out of or in connection with a violation of any term or
condition of this Agreement required to be performed or observed by the
Company.
9. (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey. This Agreement
constitutes the entire agreement between the parties hereto with respect to
the subject matter hereof. The failure of a party to insist upon strict
compliance with any provision of this Agreement shall not be deemed to be a
waiver of such provision or of any other provision of this Agreement. No
waiver or modification of the terms or conditions hereof shall be valid
unless in writing signed by the party to be charged and only to the extent
therein set forth. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their successors, assigns, heirs,
administrators and executors.
(b) Any legal suit, action or proceeding arising out of or
based upon this Agreement may be instituted in the federal courts of the
United States of America or the courts of the State of New York, in each
case located in the City and County of New York (collectively, the "Speci-
fied Courts"), and each party irrevocably submits to the exclusive juris-
diction (except for proceedings instituted in regard to the enforcement of
a judgment of any such court, as to which such jurisdiction is non-exclu-
sive) of such courts in any such suit, action or proceeding. Service of
any process, summons, notice or document by mail to such party's address
set forth above shall be effective service of process for any suit, action
or other proceeding brought in any such court. The parties irrevocably and
unconditionally waive any objection to the laying of venue of any suit,
action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court
that any such suit, action or other proceeding brought in any such court
has been brought in an inconvenient forum.
Yours very truly,
KING WORLD CORPORATION
By:
__________________________
ACCEPTED:
________________
Steven LoCascio
<Page 6>
KING WORLD CORPORATION
830 Morris Turnpike
Short Hills, New Jersey 07078
June 5, 1997
Mr. Steven LoCascio
c/o King World Corporation
830 Morris Turnpike
Short Hills, New Jersey 07078
Dear Steve:
This letter, when accepted by you, shall constitute an amendment
(the "Third Amendment") to the letter agreement, dated September 1, 1989,
as amended May 20, 1991, between King World Productions, Inc. ("King
World") and you, which letter agreement was assigned, as of January 1,
1992, by King World to its wholly-owned subsidiary, King World Corporation
(the "Company"), and was further amended on January 4, 1994. Such letter
agreement, as so amended and assigned, is hereinafter referred to as the
"Letter Agreement." All of the definitions of the Letter Agreement shall
govern this Amendment.
The Company agrees that, effective as of the date hereof, the
Company employs you as Senior Vice President and Chief Financial Officer of
King World.
Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect.
Very truly yours,
KING WORLD CORPORATION
By:_______________________
ACCEPTED:
_____________________
Steven LoCascio