KING WORLD PRODUCTIONS, INC.
830 Morris Turnpike
Short Hills, New Jersey 07078
June 23, 1989
Mr. Don Prijatel
1612 Prosser Avenue
Dayton, Ohio 45409
Dear Don:
This letter, when accepted by you, shall constitute an agreement between you and
us:
1. (a) We hereby agree to employ you as Director of Development for
the period commencing on June 26, 1989 and terminating on August 31, 1990,
unless extended by us pursuant to paragraph 1(b) hereof (the "Employment
Period"). You accept such employment, and agree to diligently and faithfully
perform such services as shall from time to time be reasonably assigned to you
by, or pursuant to a resolution of, our Board of Directors or our senior
management, and diligently and faithfully devote your entire business time,
skill and attention to the performance of such services.
(b) You hereby grant to us an option to extend the Employment Period
for (i) the period commencing on September l, 1990 and ending on August 31, 1991
("First Option Period") and (ii) the period commencing on September 1, 1991 and
ending on August 31, 1992 (the "Second Option Period"). We may exercise the
option with respect to the First Option Period by giving you written notice to
such effect at least sixty (60) days prior to the expiration of the initial
Employment Period. We may exercise the option with respect to the Second Option
Period by giving you written notice to such effect at least sixty (60) days
prior to the expiration of the First Option Period, if any. In the event that we
elect to exercise either of such options, the terms and provisions of this
Agreement shall remain in effect and shall apply during the Employment Period as
it may have been extended, as applicable, by the First Option Period and the
Second Option Period, except as otherwise expressly provided herein.
2. (a) We shall pay to you, and you shall accept from us, for your
services during the Employment Period, compensation at the annual rates of (i)
$125,000 for the period commencing on the date on which the Employment Period
commences through and including August 31, 1990; (ii) $137,500 for the period
commencing on September 1, 1990 through and including August 31, 1991, and (iii)
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$150,000 for the period commencing on September 1, 1991 and ending on August 31,
1992. Any compensation payable pursuant to this Paragraph 2(a) shall be paid in
accordance with our payroll policy at the time then in effect.
(b) During each year of the Employment Period you may also be
entitled to a bonus if our Board of Directors, in its sole and absolute
discretion, shall so determine.
(c) Subject to the provisions of this paragraph (c), we shall
cause our Board of Directors to grant to you an option under the King World
Productions, Inc. Incentive Stock Option Plan (the "Plan") to purchase 10,000
shares of King World Common Stock, $.01 par value ("Common Stock"), at an
exercise price equal to the closing price of the Common Stock on the New York
Stock Exchange on the date on which the Employment Period commences. 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 the first
anniversary of the date of grant; 20% on the second
anniversary of the date of grant; 20% on the third
anniversary of the date of grant; and 40% on the fifth
anniversary of the date of grant, and
(ii) if you should cease to be a full-time employee of King
World Productions, Inc. for any reason other than your
death or "disability" (as defined in the Plan), then
you shall have the right only 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.
The foregoing, as well as such other terms and conditions as our Board
of Directors may deem appropriate, shall be set forth in a definitive stock
option agreement between you and us. Your rights as an optionee shall be
governed by the terms and conditions of such agreement and the Plan.
(d) You shall be entitled to participate or continue to
participate, as the case may be, on the same basis as our other employees, in
any pension, profit-sharing, life insurance, health insurance or hospitalization
plan in effect with respect to such employees.
(e) We shall reimburse you for any expenses of the following
nature incurred by you, and approved in advance in writing by us, in connection
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with your relocation to the Los Angeles area: moving your household effects and
one car; coach air travel for you and your immediate family between Dayton, Ohio
and Los Angeles (a total of up to 6 round trips); and temporary housing in Los
Angeles for you for up to six weeks (or until you move into a permanent home, if
sooner).
3. (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 ninety (90) days during the
Employment Period (whether or not such ninety (90) days are consecutive) by
reason of illness or other physical incapacity, we may, after the expiration of
such ninety (90) days, terminate this agreement on thirty (30) days written
notice to you.
4. Except as required in connection with the performance of your
services to us, you shall not, during or after the termination of the Employment
Period use or disclose to any person, partnership or corporation any
confidential business information or trade secrets of ours obtained or learned
by you during the Employment Period, including, without limitation, the type and
nature of the contracts entered into by us in connection with the acquisition of
television programming and the distribution of television programming or the
basis upon which we elect to acquire television programming for distribution.
5. You hereby agree that you shall not, for a period of two (2) years
following the termination of the Employment Period, (a) induce, directly or
indirectly, any person, partnership or corporation from whom or from which we
acquire television programming during the Employment Period, to terminate its
agreement with us with respect to such programming, to refuse to renew any such
agreement or to refuse to enter into any agreement with us with respect to the
development or production of additional episodes of, or one or more prequels or
sequels to, or any other derivative of, such programming or (b) induce, directly
or indirectly, any employee of ours to terminate his or her employment with us.
6. You hereby agree that all ideas, creations, improvements and other
works of authorship created, developed written or conceived by you at any time
during the Employment Period are works for hire within the scope of your
employment and shall be our property free of any claim whatever by you or any
person claiming any rights or interests through you.
7. You hereby agree to indemnify and hold us harmless from and
against any and all loss, damage, liability, cost and expense, including
reasonable attorney's fees, incurred by us 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.
4 8. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York and constitutes the entire agreement
between the parties hereto on the subject matter hereof. No waiver or
modification of the terms 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.
Yours very truly,
ACCEPTED: KING WORLD PRODUCTIONS, INC.
By: /s/ Don Prijatel By:
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Don Prijatel
KING WORLD PRODUCTIONS, INC.
12400 Wilshire Blvd.
Los Angeles, California 90025
As of September 1, 1991
Mr. Don Prijatel
31758 Kentfield Court
Westlake Village, California 91361
Dear Don:
This letter, when accepted by you, shall constitute an amendment (the
"Amendment") to the letter agreement (the "Letter Agreement"), dated June 23,
1989, between King World Productions, Inc. (the "Company") and you. Unless
otherwise modified herein, all of the terms, definitions and provisions of the
Letter Agreement shall continue in effect and shall govern this Amendment. The
Company and you hereby agree as follows:
1. You hereby grant to the Company an option to extend the
Employment Period for three additional twelve-month periods (the
"Option Periods"), to commence on September 1, 1992 and to end on
August 31, 1993, in the case of the first Option Period, to
commence on September 1, 1993 and to end on August 31, 1994, in
the case of the second Option Period, and to commence on
September 1, 1994 and to end on August 31, 1995, in the case of
the third Option Period. The Company may exercise such option by
giving you written notice to such effect not later than July 1,
1992, in the case of the first Option Period, July 1, 1993, in
the case of the second Option Period, and July 1, 1994 in the
case of the third Option Period. In the event that the Company
elects to exercise one or more of such options, the terms and
provisions of the Letter Agreement, as amended hereby, shall
remain in effect and shall apply during the Employment Period as
extended by the exercise of any such option, except as otherwise
expressly provided in the Letter Agreement and herein.
2. The Company shall pay to you, and you shall accept from the
Company, for your services during the Employment Period, (i)
compensation at the annual rate of $200,000 for the period from
September 1, 1991 through August 31,
1992, (ii) subject to the Company's exercising the option for the
first Option Period, compensation at the annual rate of $225,000
for the period from September 1, 1992 through August 31, 1993,
(iii) subject to the Company's exercising the option for the
second Option Period, compensation at the annual rate of $250,000
for the period from September 1, 1993 through August 31, 1994,
and (iv) subject to the Company's exercising the option for the
third Option Period, compensation at the annual rate of $275,000
for the period from September 1, 1994 through August 31, 1995, in
each case payable in accordance with the Company's customary
payroll policy.
3. You shall be entitled to a bonus of $50,000 payable upon the
execution and delivery of this Amendment by you and the Company.
4. Subject to the provisions of this paragraph 4, as soon as
practicable after the execution and delivery of this Amendment,
the Company will grant to you a "non-qualified stock option"
under the Company's 1989 Stock Option and Restricted Stock
Purchase Plan (the "Plan") to purchase 75,000 shares of the
Company's Common Stock, $.01 par value, at an exercise price
equal to $29.125 per share. You understand and agree, with
respect to such option, that:
(i) your right to exercise such option shall vest over a
five year period as follows: 20% on August 31, 1992; 20% on
August 31, 1993; 20% on August 31, 1994; and 40% on August 31,
1996; 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
the Company 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.
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Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect during the Employment Period.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:
Accepted:
Don Prijatel
KING WORLD PRODUCTIONS, INC.
12400 Wilshire Blvd.
Los Angeles, California 90025
As of September 1, 1995
Mr. Don Prijatel
31758 Kentfield Court
Westlake Village, California 91361
Dear Don:
This letter, when accepted by you, shall constitute an amendment (the
"Second Amendment") to the letter agreement, dated June 23, 1989, as amended
September 1, 1991 (as so amended, the "Letter Agreement"), between King World
Productions, Inc. (the "Company") and you. Unless otherwise modified herein, all
of the terms, definitions and provisions of the Letter Agreement shall continue
in effect and shall govern this Second Amendment. The Company and you hereby
agree as follows:
1. The "Employment Period" (as that term is defined in the Letter
Agreement) shall terminate on August 31, 1998.
2. Your salary compensation for the period (a) from September 1,
1995 through August 31, 1996 shall be payable at the annual rate
of $300,000, (b) from September 1, 1996 through August 31, 1997
shall be payable at the annual rate of $315,000 and (c) from
September 1, 1997 through August 31, 1998 shall be payable at the
annual rate of $325,000.
3. Effective as of the date hereof, you shall be employed as
Senior Vice President, Advertising and Promotion.
4. Subject to the provisions of this paragraph 4, the Company
will grant to you a "non-qualified stock option" under the
Company's 1989 Stock Option and Restricted Stock Purchase Plan
(the "Plan") to purchase 25,000 shares of the Company's Common
Stock, $.01 par value (the "Common Stock"), at an exercise price
equal to $38.50 per share, the closing price of the Common Stock
on the New York Stock Exchange on the date hereof. You understand
and agree with respect to such option that:
(i) your right to exercise such option shall vest as
follows: 20% on August 31, 1996; 20% on August 31, 1997; 20% on
August 31, 1998; and 40% on August 31, 2000; 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
the Company 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.
Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:__________________________________
Accepted:
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Don Prijatel
KING WORLD PRODUCTIONS, INC.
12400 Wilshire Boulevard
Los Angeles, California 90025
July 10, 1998
Mr. Don Prijatel
31758 Kentfield Court
Westlake Village, California 91361
Dear Don:
This letter, when accepted by you, shall constitute an amendment (the
"Third Amendment") to the letter agreement, dated June 23, 1989, as amended
September 1, 1991 and September 1, 1995 (as so amended, the "Letter Agreement"),
between King World Productions, Inc. (the "Company") and you. All of the
definitions of the Letter Agreement shall govern this Third Amendment. The
Company and you hereby agree as follows:
1. The Employment Period shall terminate on August 31, 2001.
2. Your salary compensation for the period (a) from September 1,
1998 through August 31, 1999 shall be payable at the annual rate
of $360,000, (b) from September 1, 1999 through August 31, 2000
shall be payable at the annual rate of $378,000 and (c) from
September 1, 2000 through August 31, 2001 shall be payable at the
annual rate of $397,000.
3. You hereby grant to the Company options to extend the
Employment Period for two additional twelve month periods (the
"Option Periods") to commence on September 1, 2001 and to end on
August 31, 2002, in the case of the first Option Period, and to
commence on September 1, 2002 and to end on August 31, 2003, in
the case of the second Option Period. The Company may exercise
such options by giving you written notice to such effect not
later than May 1, 2001, in the case of the first Option Period,
and May 1, 2002, in the case of the second Option Period. In the
event that the Company elects to exercise the first or both of
such options, the terms and provisions of the Letter Agreement,
as amended hereby, shall remain in effect and shall apply during
the Employment Period as so extended. If the Company shall
exercise the option for the first Option Period, the Company
shall pay to you, and you shall accept from the Company, salary
compensation at the annual rate of $417,000 during such Option
Period, and if the Company shall exercise the option for the
second Option Period, the Company shall pay to you, and you shall
accept from the Company, salary compensation at the annual rate
of $442,000 during such Option Period.
4. Subject to the provisions of this paragraph 4, the Company
will grant to you a "non-qualified stock option" under the
Company's Amended and Restated Stock Option and Restricted Stock
Purchase Plan (the "Plan") to purchase 50,000 shares of the
Company's Common Stock, $.01 par value (the "Common Stock"), at
an exercise price equal to $26.19 per share, the closing price of
the Common Stock on the New York Stock Exchange on the date
hereof. You understand and agree with respect to such option
that:
(i) your right to exercise such option shall vest as
follows: 20% on August 31, 1999; 20% on August 31, 2000; 20% on
August 31, 2001; and 40% on August 31, 2003; 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 the Company 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.
5. Effective September 1, 1998, you shall be employed as
President, Advertising and Promotion.
Except as modified herein, all terms and provisions of the Letter
Agreement shall continue in full force and effect.
Very truly yours,
KING WORLD PRODUCTIONS, INC.
By:__________________________________
Accepted:
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Don Prijatel