EXHIBIT 10.48
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and
between Barry Baker ("Executive") and USA Networks, Inc., a Delaware corporation
(the "Company"), and is effective February 19, 1999 (the "Effective Date").
WHEREAS, the Company desires to establish its right to the
services of Executive, in the capacity described below, on the terms and
conditions hereinafter set forth, and Executive is willing to accept such
employment on such terms and conditions.
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, Executive and the Company have agreed and do hereby agree
as follows:
1. EMPLOYMENT.
(a) DUTIES AND AUTHORITY. During the Term (as defined in
Section 2 below), the Company agrees to employ Executive as President and Chief
Operating Officer of the Company, and Executive accepts and agrees to such
employment. During the Executive's employment, Executive shall be a member of
the Board of Directors of the Company, Ticketmaster Online-City Search Inc.
("TMCS"), and any other subsidiary of the Company whose shares are publicly
traded. Executive shall resign from each of such board memberships upon his
termination of employment. During the Executive's employment, Executive shall
also serve as a member of the Executive Committee of the Board of Directors of
the Company. Except as may be provided herein, Executive agrees to devote all of
his working time, attention and duties to the business of the Company. Under the
direction of the Chairman and Chief Executive Officer of the Company, Executive
shall be responsible for the business, affairs, properties and operations of all
operating units of the Company other than publicly-traded subsidiaries,
including operating units acquired after the Effective Date that are consistent
in size and scope with the Company's existing operating units for which
Executive will be responsible, except with respect to such operating units where
by prior contractual obligations such units need not report to Baker, and such
other business and affairs as the parties may mutually agree. The Company's
Chairman and Chief Executive Officer shall reasonably attempt in good faith to
eliminate such prior contractual obligations by modifying such contracts.
Executive shall have general executive charge, management and control over such
operating units which will report to Executive, with all such powers and
authority with respect to such business, affairs, properties and operations as
may be reasonably incident to such duties and responsibilities; PROVIDED, that
Executive shall not be responsible for any corporate functions for any such unit
other than public relations and administration. During Executive's employment
with the Company, Executive shall report directly to the Chairman and Chief
Executive Officer of the Company. Executive shall have such powers and duties
with respect to the Company as may reasonably be assigned to him by the Board or
the Chairman and Chief Executive Officer, to the extent consistent with his
position and status as set forth above. Executive's principal place of
employment shall be the Company's offices in New York City.
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(b) OTHER ACTIVITIES. It shall not be a violation of this
Agreement for Executive to (a) serve on corporate, civic or charitable boards or
committees, (b) deliver lectures, fulfill speaking engagements or teach at
educational institutions and (c) manage personal investments, so long as in the
case of (a), (b) and (c) above such activities do not significantly interfere
with the performance of Executive's responsibilities as an employee of the
Company in accordance with this Agreement. In addition, it shall not be a
violation of this Agreement for Executive to maintain an investment, with
minimal time and involvement, in the management of certain radio and television
broadcasting properties which may be acquired by Executive pursuant to certain
agreements with Sinclair Broadcast Group, Inc. and its affiliates, so long as
such investments do not interfere with his obligations hereunder. If the
ownership of such broadcasting properties prevents the Company from owning
broadcast stations or properties in such broadcast markets, Executive agrees to
take such action as is reasonably necessary (including transferral of his
ownership of such properties) to remove such impediment to the ownership of
broadcast stations or properties by the Company. During the Term, Executive will
comply with the Company's Code of Conduct, except as specifically contemplated
by this Agreement.
2. TERM OF AGREEMENT. The term ("Term") of this Agreement
shall commence on the Effective Date and shall continue for a period of five
years, unless sooner terminated in accordance with the provisions of Section 4
hereof. The Company acknowledges that although Executive is a part-time employee
as of the Effective Date (and has been a part-time employee of the Company since
February 8, 1999), he shall not be obligated to begin work full-time for the
Company until a date selected by Executive, but in no event later than March 29,
1999. The Company and Executive agree to negotiate in good faith an extension of
the Term commencing one year prior to the expiration of the Term; PROVIDED, that
nothing herein shall require either party to continue the employment
relationship following the end of the Term. If the Company and Executive are
unable to reach agreement upon an extension of the Term by six months prior to
the expiration of the Term, Executive shall be permitted to spend a reasonable
portion of his working time pursuing other employment opportunities, provided
that such employment shall not commence until after expiration of the Term.
3. COMPENSATION.
(a) BASE SALARY. The Company shall pay Executive an annual
base salary at the rate of $750,000 per year (the "Base Salary"), payable in
equal biweekly installments or at such other time or times as Executive and the
Company shall agree. The Company may, at any time, in the discretion of the
Board, increase, but not decrease, Executive's Base Salary. For all purposes
under this Agreement, the term "Base Salary" shall refer to Base Salary,
including increases made from time to time.
(b) BONUS. During the Term, Executive shall be eligible for
an annual bonus opportunity based on the achievement of reasonable performance
goals established in accordance with the Company's existing practices for peer
executives. Executive may participate in any Company plan applicable to peer
corporate executives that permits deferred payment of all or a
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portion of such annual bonus, including any arrangement to purchase shares of
the common stock, par value $.01 per share, of the Company (the "Common Stock")
at a discount. Executive shall be eligible to participate in all other annual
incentive bonus plans or programs (including, without limitation, any profit
sharing or similar bonus programs or arrangements of the Company in effect from
time to time) maintained by the Company and applicable to peer corporate
executives of the Company, on a basis no less favorable than that provided to
peer corporate executives of the Company.
(c) STOCK OPTIONS. Upon Executive becoming a part-time
employee of the Company on February 8, 1999 (the "Grant Date"), the Company
granted to Executive, pursuant to the terms of the HSN, Inc. 1997 Stock and
Annual Incentive Plan (the "Incentive Plan") non-qualified stock options (the
"Options") to purchase 1,200,000 shares of Common Stock. The exercise price of
the Options shall equal to $37.5625 per share. Such Options shall vest and
become exercisable in four equal installments on the anniversary of the Grant
Date in each of 2000, 2001, 2002 and 2003, provided that the Options shall
become 100% vested and exercisable upon a Change in Control (as such term is
defined below in Section 4(d)); and the Options shall expire ten years from the
Grant Date (the "Option Term"). The Options shall be transferrable by Executive
only to Executive's immediate family members, or certain entities that are owned
by Executive and/or Executive's immediate family members, as provided in the
option agreement, which shall be in substantially the form attached hereto as
Exhibit A. In addition, Executive shall be eligible for additional grants of
stock options on an annual basis consistent with the Company's practices and
commensurate with Executive's position and responsibilities.
(d) RESTRICTED STOCK. Upon the date this Agreement is
executed, Executive shall be granted, pursuant to the terms of the Incentive
Plan, 125,000 restricted shares of Common Stock (the "Restricted Stock"). The
Restricted Stock shall vest and the restrictions shall lapse with respect to 60%
of the shares on the anniversary of the Effective Date in 2002, and an
additional 20% of the shares on the anniversary of the Effective Date in each of
2003 and 2004, provided that the Restricted Stock shall become 100% vested and
all restrictions shall lapse upon a Change in Control. Prior to vesting, the
Restricted Stock shall be transferrable by Executive only to Executive's
immediate family members, or entities that are owned by Executive's immediate
family members, as provided in the option agreement. The Restricted Stock shall
be evidenced by a restricted stock award agreement, which shall be in
substantially the form attached hereto as Exhibit B.
(e) FRINGE BENEFITS. During the Term, Executive shall be
entitled to participate in any fringe, welfare, health and life insurance and
pension benefit and incentive programs (including excise tax reimbursement
payments) as may be adopted from time to time by the Company on the same basis
as that provided generally to peer corporate executives of the Company. Without
limiting the generality of the foregoing, Executive shall be entitled to the
following benefits:
(i) Car Allowance. During the first year of the Term, the
Company shall provide Executive with a car allowance to cover the cost
of purchasing or leasing a suitable vehicle
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and the cost of insuring and maintaining such vehicle in the aggregate
amount of $500 per month. During the entire Term, the Company shall
pay for reasonable costs for parking Executive's vehicle in a garage
in New York City in close proximity to the Company's offices.
(ii) Computer, etc. The Company will provide Executive with a
home facsimile machine, a lap-top computer and a cellular phone for
home and travel use during the Term.
(iii) Reimbursement for Business Expenses. During the Term,
the Company shall reimburse Executive for all reasonable and necessary
expenses incurred by Executive in performing his duties for the
Company, including, without limitation, first class hotel and travel
accommodations on all commercial carriers for travel related to the
business of the Company and entertainment expenses consistent with
Executive's position in the Company. In the event that, in the good
faith determination of Executive, the Company does not provide
Executive with reasonable access to Company-leased airplanes in
connection with travel for multi-destination business trips or any
other destination for which non-stop service is not available from
Executive's point of immediate departure, Executive shall thereafter
be entitled to lease or designate a company (including a company
affiliated with Executive) to lease to the Company an aircraft;
PROVIDED, that the charter rates shall be consistent with the rates
generally applicable for the aircraft leased by Executive, and the
Company and Executive shall reasonably and mutually agree to the size
and type of aircraft to be leased for a particular itinerary.
(iv) Vacation and Sick Leave. During the Term, Executive shall
be entitled to four weeks of paid vacation per year, or such longer
period as may be provided by the Company, in accordance with the
plans, policies, programs and practices of the Company applicable to
peer corporate executives of the Company generally. Executive shall be
eligible for sick leave in accordance with the Company's most
favorable practices generally applicable for executives.
(v) Office and Support Staff. During the Term, Executive shall
be entitled to an office in New York City and such appropriate
secretarial and administrative assistants consistent with the
Company's practices for peer corporate executives.
(vi) Relocation Expenses. In connection with Executive's
relocation to New York, the Company shall engage an executive
relocation service, through which the Company shall purchase
Executive's home for its appraised value. The Company shall also pay
the broker's commission on the sale of Executive's home, temporary
living expenses up to 180 days, the packing, shipping, and unpacking
of Executive's household goods, including up to two cars, from current
home to new home, and four house-hunting trips. The Company will also
pay all normal and customary closing costs for Executive's new and old
homes. Normal and customary closing costs include but are not limited
to: legal fees, stamp taxes, transfer taxes, inspections, loan
application fees, engineering survey, title company fees, brokerage
commissions and moving expenses. The Company shall also reimburse
Executive
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for any taxes imposed upon Executive with respect to the reimbursed
expenses.
(vii) Disability and Life Insurance. Executive shall be
entitled to (A) coverage under a disability insurance arrangement
providing for payments of 60% of Executive's Base Salary in the event
of his disability and continuing until the earlier of his recovery
from such disability or attainment of age 65 and (B) life insurance
coverage equal to $11,000,000, in each case without any cost to
Executive; PROVIDED, HOWEVER, that Executive shall be entitled to
designate the beneficiary or beneficiaries of such life insurance only
with respect to 50% of the proceeds of such life insurance, and the
Company shall be entitled to the balance of such proceeds.
4. TERMINATION OF EXECUTIVE'S EMPLOYMENT.
(a) DEATH. In the event Executive's employment hereunder is
terminated by reason of Executive's death, the Company shall pay Executive's
designated beneficiary or beneficiaries all amounts otherwise payable to
Executive pursuant to Section 4(d).
(b) DISABILITY. If, as a result of Executive's incapacity
due to physical or mental illness ("Disability"), Executive shall have been
absent from the full-time performance of his duties with the Company for a
period of six consecutive months and, within 30 days after written notice is
provided to him by the Company, he shall not have returned to the full-time
performance of his duties, Executive's employment under this Agreement may be
terminated by the Company or Executive for Disability. During any period prior
to such termination during which Executive is absent from the full-time
performance of his duties with the Company due to Disability, the Company shall
continue to pay Executive his Base Salary at the rate in effect at the
commencement of such period of Disability, offset by any amounts payable to
Executive under any disability insurance plan or policy provided by the Company.
Upon termination of Executive's employment for Disability, the Company shall pay
Executive the amounts provided in Section 4(d).
(c) TERMINATION FOR CAUSE. The Company may terminate
Executive's employment under this Agreement for Cause on 60 days written notice
prior to expiration of the Term. As used herein, "Cause" shall mean: (i) during
the Term, Executive's conviction or plea of guilty in a court of law of a
felony; (ii) during the Term, Executive's willful gross misconduct or gross
neglect of duties, but in no event shall an action constitute Cause pursuant to
this clause (ii) if Executive believed in good faith that such action or failure
to act was in the best interest of the Company or (iii) a material breach of a
fiduciary duty owed to the Company which is materially injurious to the Company;
provided however, that Executive's employment may not be terminated for Cause
under clause (ii) or (iii) unless Executive shall have first received written
notice from the Board advising him of the specific acts or omissions alleged to
constitute a breach of duty of a failure or refusal to perform his duties, and
such failure or refusal to perform his duties continues after Executive shall
have had a reasonable opportunity to correct the acts or omissions cited in such
notice. In no event shall the alleged mediocre or poor performance of Executive
in his duties hereunder be deemed grounds for termination of his employment for
Cause. Upon a termination for Cause, all of Executive's obligations under this
Agreement (other than under Section 5) shall
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terminate. In the event of termination for Cause, this Agreement shall terminate
without further obligation by the Company, except for (a) its Accrued
Obligations, as defined below, (b) its obligations under Section 5, (c) its
obligations with respect to vested Stock Options, which vested Stock Options
shall remain exercisable for not less than one year, and (d) its obligations
under Section 14.
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(d) TERMINATION BY THE COMPANY OTHER THAN FOR CAUSE OR BY
EXECUTIVE FOR GOOD REASON. If Executive's employment is terminated by the
Company for any reason other than for Cause, including Executive's death or
Disability, or Executive terminates his employment for Good Reason (as defined
below), then (i) the Company shall pay Executive, within 30 days of the date of
such termination, a lump sum cash payment equal to the sum of (A) his Base
Salary, unreduced, through the day on which the Term would have ended (as
extended, if theretofore extended) if not terminated pursuant to this Section 4
(the "Cutoff Date"), and (B) the average of the last two years' bonuses paid to
Executive (unless termination occurs prior to any bonuses being paid to
Executive in which event such average shall be deemed to be 150% of Base
Salary), multiplied by the number of whole and partial years (rounded to the
nearest 100th (.01)) remaining until the Cutoff Date; PROVIDED, HOWEVER, that if
Executive's employment terminates due to death or Disability, the lump sum cash
payment pursuant to this clause (i) shall be equal to the Base Salary Executive
would have earned through the end of the fiscal year in which the death or
Disability occurs; (ii) the Options shall immediately vest and any then
outstanding Options held by Executive shall remain exercisable until the later
of the Cutoff Date or two years from the date of termination; (iii) the
Restricted Stock shall immediately vest and all restrictions shall lapse; (iv)
the Company shall maintain until the Cutoff Date, at its expense (provided that
Executive continues to make all required employee contributions), all insurance
coverages and medical and health benefits in respect of Executive and his family
that shall have been in effect with respect to Executive and his immediate
family immediately prior to the termination of Executive's employment; PROVIDED,
that this clause (iv) shall not apply if Executive's employment terminates due
to death or Disability; and (v) the Company shall pay Executive within 30 days
of the date of such termination in a lump sum cash payment any Accrued
Obligations (as defined in subparagraph 4(f) below). The amounts payable under
clause (i) above shall be discounted from the dates they would otherwise have
been paid had Executive's employment not terminated at a discount rate of 5% per
annum. Furthermore, the Company's obligations (i) under Section 5, (ii) with
respect to vested Stock Options, which vested Stock Options shall remain
exercisable until the later of the Cutoff Date or two years from the date of
termination, and (iii) under Section 14 shall remain in full force and effect.
As used herein, "Good Reason" shall mean the occurrence of any of the following
without the written consent of Executive: (i) Executive is not elected (and
continued) as a director of the Company, TMCS, or any other publicly-traded
subsidiary, or as President and Chief Operating Officer of the Company, or
Executive shall be removed from such Board or office, (ii) the Company's
material breach of any of the provisions of this Agreement; (iii) any material
adverse alteration in Executive's title, position, status, duties, level of
reporting or responsibilities with the Company; (iv) any relocation of
Executive's office outside of the New York metropolitan area; or (v) the
occurrence of a Change in Control, as defined in the Incentive Plan. For an
event to constitute Good Reason hereunder, Executive must provide notice of
termination to the Company within 180 days of his knowledge of such event. No
termination for Good Reason shall be effective unless Executive gives at least
10 days prior written notice of the particular act or failure to act that
constitutes the grounds for such termination and the Company fails, within such
period, to cure such act or failure to act.
(e) NO MITIGATION. In no event shall Executive be required
to seek other employment or take any other action by way of mitigation of the
amounts payable under Section 4
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hereof; PROVIDED, that if Executive obtains other employment during the Term,
the amount of any payment provided to Executive pursuant to Section 4 hereof in
the form of Common Stock or Options (or the vesting of Restricted Stock or
Options) shall be refunded to the Company by Executive to the extent of any
compensation paid in the form of stock, stock options or other equity-based
compensation (including any profit-sharing payments), earned by Executive as a
result of employment with or services provided to another employer after the
date of Executive's termination of employment and prior to the Cutoff Date. In
no event will Executive be obligated to refund any cash compensation paid
pursuant to this Section 4 as a result of this Section 4(e). The Company may
also offset any amounts owed to Executive under Section 4 by any claim or right
the Company may have against Executive.
(f) ACCRUED OBLIGATIONS. As used in this Agreement, "Accrued
Obligations" shall mean the sum of (i) any portion of Executive's Base Salary
through the date of death, Disability or termination, as the case may be, which
has not yet been paid; (ii) any compensation previously deferred by Executive
(together with any interest or earnings thereon) that has not yet been paid; and
(iii) any earned but unpaid bonuses or other earned but unpaid incentive
compensation as of the date of death, Disability or termination, as the case may
be.
5. CONFIDENTIAL INFORMATION.
(a) CONFIDENTIALITY. Executive acknowledges that in his
employment hereunder he will occupy a position of trust and confidence.
Executive shall not, except as may be required to perform his duties hereunder
or as required by applicable law, without limitation in time or until such
information shall have become public other than by Executive's unauthorized
disclosure, disclose to others or use, whether directly or indirectly, any
Confidential Information regarding the Company or any of its respective
subsidiaries. "Confidential Information" shall mean information about the
Company or any of its respective subsidiaries, and their respective clients and
customers that is not disclosed by the Company or any of its respective
subsidiaries for financial reporting purposes and that was learned by Executive
in the course of his employment by the Company or any of its respective
subsidiaries, including (without limitation) any proprietary knowledge, trade
secrets, data, formulae, information and client and customer lists and all
papers, resumes, and records (including computer records) of the documents
containing such Confidential Information. Executive acknowledges that such
Confidential Information is specialized, unique in nature and of great value to
the Company and its respective subsidiaries, and that such information gives the
Company and its respective subsidiaries a competitive advantage. Executive
agrees to deliver or return to the Company, at the Company's request at any time
or upon termination or expiration of his employment or as soon thereafter as
possible, all documents, computer tapes and disks, records, lists, data,
drawings, prints, notes and written information (and all copies thereof)
furnished by the Company and its respective subsidiaries or prepared by
Executive in the course of his employment by the Company and its respective
subsidiaries.
(b) NON-SOLICITATION OF EMPLOYEES. Executive recognizes that
he will possess confidential information about other employees of the Company
and its respective subsidiaries relating to their education, experience, skills,
abilities, compensation and benefits, and
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inter-personal relationships with suppliers to and customers of the Company and
its respective subsidiaries. Executive recognizes that the information he will
possess about these other employees is not generally known, is of substantial
value to the Company and its respective subsidiaries in developing their
respective businesses and in securing and retaining customers, and will be
acquired by him because of his business position with the Company. Executive
agrees that, during the Term (and for a period of 12 months beyond the
expiration of the Term), he will not, directly or indirectly, solicit or recruit
any employee of the Company or any of its respective subsidiaries for the
purpose of being employed by him or by any business, individual, partnership,
firm, corporation or other entity on whose behalf he is acting as an agent,
representative or employee and that he will not convey any such confidential
information or trade secrets about other employees of the Company or any of its
respective subsidiaries to any other person except within the scope of
Executive's duties hereunder.
(c) SURVIVAL OF PROVISIONS. The obligations contained in
this Section 5 shall, to the extent provided in this Section 5, survive the
termination or expiration of Executive's employment with the Company and, as
applicable, shall be fully enforceable thereafter in accordance with the terms
of this Agreement. If it is determined by a court of competent jurisdiction in
any state that any restriction in this Section 5 is excessive in duration or
scope or is unreasonable or unenforceable under the laws of that state, it is
the intention of the parties that such restriction may be modified or amended by
the court to render it enforceable to the maximum extent permitted by the law of
that state.
6. NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be given by first-class mail, certified
or registered with return receipt requested or hand delivery acknowledged in
writing by the recipient personally, and shall be deemed to have been duly given
three days after mailing or immediately upon duly acknowledged hand delivery to
the respective persons named below:
If to the Company: USA Networks, Inc.
152 West 57th Street
New York, New York 10019
Attention: Office of the Chairman
If to Executive: Barry Baker
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With a copy to:
Andrew M. Baker, Esq.
Baker & Botts, L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
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Either party may change such party's address for notices by notice duly given
pursuant hereto.
7. TERMINATION OF PRIOR AGREEMENTS. This Agreement
constitutes the entire agreement between the parties and terminates and
supersedes any and all prior agreements and understandings among the parties
with respect to Executive's employment and compensation by the Company. The
Company acknowledges and agrees that neither Executive nor anyone acting on his
behalf has made, and is not making, and in executing this Agreement, the Company
has not relied upon, any representations, promises or inducements except to the
extent the same is expressly set forth in this Agreement.
8. ASSIGNMENT; SUCCESSORS. This Agreement is personal in its
nature and none of the parties hereto shall, without the consent of the others,
assign or transfer this Agreement or any rights or obligations hereunder,
provided that, in the event of the merger, consolidation, transfer, or sale of
all or substantially all of the assets of the Company with or to any other
individual or entity, this Agreement shall, subject to the provisions hereof, be
binding upon and inure to the benefit of such successor and such successor shall
discharge and perform all the promises, covenants, duties, and obligations of
the Company hereunder, and all references herein to the "Company" shall refer to
such successor.
9. GOVERNING LAW. This Agreement and the legal relations
thus created between the parties hereto shall be governed by and construed under
and in accordance with the laws of the State of New York.
10. WITHHOLDING. The Company shall make such deductions
and withhold such amounts from each payment made to Executive hereunder as may
be required from time to time by law, governmental regulation or order.
11. HEADINGS. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.
12. WAIVER; MODIFICATION. Failure to insist upon strict
compliance with any of the terms, covenants, or conditions hereof shall not be
deemed a waiver of such term, covenant, or condition, nor shall any waiver or
relinquishment of, or failure to insist upon strict compliance with, any right
or power hereunder at any one or more times be deemed a waiver or relinquishment
of such right or power at any other time or times. This Agreement shall not be
modified in any respect except by a writing executed by each party hereto.
13. SEVERABILITY. In the event that a court of competent
jurisdiction determines that any portion of this Agreement is in violation of
any law or public policy, only the portions of this Agreement that violate such
law or public policy shall be stricken. All portions of this Agreement that do
not violate any statute or public policy shall continue in full force and
effect. Further, any court order striking any portion of this Agreement shall
modify the stricken terms as narrowly as possible to give as much effect as
possible to the intentions of the parties under this Agreement.
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14. INDEMNIFICATION. The Company shall indemnify and hold
Executive harmless from any liability, damage, cost or expense (including
reasonable attorneys fees) resulting from acts and omissions in his capacity as
an officer, director or employee of the Company, or as a result of his being or
having been an officer, director or employee of the Company or any subsidiary or
affiliate of the Company, or as a result of his serving or having served at the
request of the Company as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust, business organization,
enterprise or other entity, including service with respect to employee benefit
plans, to the maximum extent permitted under Delaware law; PROVIDED, HOWEVER,
that neither the Company, nor any of its respective subsidiaries shall indemnify
Executive for any losses incurred by Executive as a result of acts described in
Section 4(c) of this Agreement.
15. COUNTERPARTS. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
[END OF PAGE]
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IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed and delivered by its duly authorized officer and Executive has
executed and delivered this Agreement on February 19, 1999.
USA NETWORKS, INC.
/s/ MICHAEL DURNEY
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By: Michael Durney
VP and Controller
BARRY BAKER
/s/ BARRY BAKER
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