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.
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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: /s/ Jonathan Birkhahn
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Accepted:
/s/ Don Prijatel
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Don Prijatel
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