Exhibit 10.1
As of May 1, 2004
Dear Avi:
Reference is made to the Employment Agreement between Toy Biz, Inc., now known
as Marvel Enterprises, Inc.("Marvel") and you ("Executive") dated as of
September 30, 1998 (the "Employment Agreement"), as amended by letter agreements
dated January 3, 2001 and December 9, 2002. All terms defined in the Employment
Agreement shall have the same meaning as set forth therein.
In consideration of One Dollar ($1.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
Marvel and Executive hereby agree that the Employment Agreement is amended
effective May 1, 2004 in the following respects:
1. The Term is hereby amended by extending the expiration date from December
31, 2004 until December 31, 2007.
2. Section 3.2 of the Employment Agreement ("Bonus") is hereby amended by
deleting the sentence (added pursuant to the December 9, 2002 amendment
referred to above), "Executive's target bonus amount shall be $250,000" and
by adding the following sentence in its place: "Executive's target bonus
amount shall be $612,500 per year."
3. Section 4.4 is hereby deleted. Subsequent sections of the Employment
Agreement shall not, however, be deemed to have been correspondingly
renumbered. All references in the Employment Agreement to termination by
Marvel pursuant to Section 4.4 of the Employment Agreement are deemed
deleted. All references in the Employment Agreement to termination by
Executive pursuant to Section 4.4 are deemed, instead, to refer to
termination by Executive in breach of the Employment Agreement.
4. The following Section 4.7 shall be added to the Agreement:
4.7 Equitable Relief for Breach. Executive acknowledges that the services
to be rendered by Executive under the terms of this Agreement are of a
special, unique, unusual, extraordinary and intellectual character,
which gives them a peculiar value, the loss of which cannot be
reasonably or adequately compensated in damages in any action at law,
and that a material breach by Executive of any of the provisions
contained in this Agreement will cause the Company great and
irreparable injury and damage. Executive acknowledges that the Company
shall be entitled, in addition to any other remedies it may have at
law, to seek the remedies of injunction, specific performance, and
other equitable relief for any breach of this Agreement by Executive.
This provision shall not, however, be construed as a waiver of any of
the rights which the Company may have for damages, or otherwise.
5. Any controversy or claim arising out of or relating to the Employment
Agreement, its enforcement or interpretation, or because of an alleged
breach, default, or misrepresentation in connection with any of its
provisions, or arising out of or relating in any way to Executive's
employment or termination thereof, shall be submitted to binding
arbitration administered by JAMS pursuant to its Employment Arbitration
Rules & Procedures and subject to JAMS Policy on Employment Arbitration
Minimum Standards of Procedural Fairness. The arbitration shall be held in
Los Angeles County, California. Judgment on the arbitration award may be
entered in any court having jurisdiction. Notwithstanding the foregoing,
Company shall have the right to obtain injunctive relieve against Executive
from an appropriate court as provided in Sections 4.7 and 5.3.1 of the
Employment Agreement.
6. Executive may enter into an agreement with any motion-picture studio
containing such terms as are reasonably acceptable to Marvel, pursuant to
which Executive will be compensated by such studio for serving as a
producer on certain motion pictures. Executive shall be permitted to retain
50% of all compensation received by Executive under such an agreement,
including payments received as a gross or adjusted gross participation, up
to a maximum of $1 million for each motion picture. All other compensation
received by Executive shall be promptly paid over to Marvel by Executive.
Marvel shall have the right to audit Executive's records in order to verify
the amounts received by Executive under such agreements.
7. If Marvel or any of its affiliates independently produces a motion picture
with third-party, non-recourse financing and Executive continues to be
employed at the time the motion picture (including post-production) is
completed, Executive shall be entitled to a fee of $1 million for each such
motion picture upon release of the motion picture to the public or when
that fee is paid out of the production budget, whichever is earlier. If
Executive is employed by Marvel at the time the motion picture is
completed, Executive shall be entitled to receive that fee whether or not
Executive is employed by Marvel at the time of payment.
8. Executive shall receive 500,000 options to purchase shares (the "Shares")
of the common stock, par value $.01 per share ("Common Stock"), of the
Company pursuant to the terms of the Marvel Enterprises, Inc. 1998 Stock
Incentive Plan (the "Stock Option Plan") and related Stock Option Agreement
subject to the terms and conditions approved by the committee of the Board
of Directors of the Company which administers the Stock Option Plan. The
options shall be scheduled to vest as to one-third of the Shares on each of
the first, second and third anniversaries of the date they are granted,
shall vest as to all of the Shares upon a Third Party Change in Control and
shall be subject to all other terms and conditions of the Stock Option Plan
and the related Stock Option Agreement between the Company and the
Executive. In the event of any conflict between this Agreement and the
Stock Option Plan or the related Stock Option Agreement, or any ambiguity
in any such agreements, the Stock Option Plan and the related Stock Option
Agreement shall control.
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Except as otherwise expressly hereinabove provided, the terms and conditions of
the Employment Agreement shall remain in full force and effect.
If the foregoing accurately reflects your understanding of our agreement, please
indicate by signing in the appropriate place below.
Very truly yours,
/s/ Allen S. Lipson
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Allen S. Lipson
President & CEO
Agreed and Accepted:
/s/ Avi Arad
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Avi Arad
May 4, 2004
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