EXHIBIT 10.14(b)
Mr. Robert Thompson
Los Angeles, California
Dear Mr.Thompson:
This letter, when executed by both you and Fox/Liberty Networks, L.L.C.
(hereinafter referred to as "the Company"), will confirm the agreement between
you and the Company relating to your employment by the Company, and will
supersede all prior agreements between you and the Company relative to your
employment with the Company.
1. (a) The Company hereby employs you for a period of two years, commencing
May 1, 1998 and ending April 30, 2000. In addition, the Company shall have
one irrevocable option exercisable at its discretion to employ you for one
additional one-year period pursuant to this agreement, commencing on May 1,
2000 and ending April 30, 2001. The exercise of such option shall be on not
less than 90 days written notice to you prior to the expiration of the term
set forth above.
(b) If the option is exercised, ninety (90) days prior to the expiration
of the one-year option period, the parties will enter into good faith
negotiations to agree upon the Terms of an extension of this Agreement. If
the parties cannot mutually agree on the Terms of an extension, and you
continue to render services to the Company after April 30, 2001, this
Agreement shall be terminable at-will by either party on 30 days written
notice. Amounts payable to you during such extended period shall be at the
rate paid during the last regular payment period hereunder.
2. You shall perform such duties consistent with your position set forth in
Paragraph 3, as are assigned to you from time to time (and agree to take
such trips both within and outside the United States as shall be determined
to be desirable) by the President and Chief Executive Officer.
3. (a) You shall serve as Executive Vice President, Fox Sports International
and Executive Vice President, Fox Sports Net, L.L.C. and report directly to
the President and Chief Executive Officer of Fox/Liberty Networks, L.L.C.
(b) You shall assume the title of Chief Operating Officer Fox Sports
International no later than December 31, 1998.
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(c) If you are elected a member of the Board of Directors or to any other
office of the Company or any of its affiliates, you agree to serve in such
capacity or capacities without additional compensation.
4. You hereby accept such employment and agree to devote the time and
attention necessary to fulfill the duties of your employment hereunder.
5. For your services hereunder, the Company will, during the term of your
employment described in Paragraph 1 hereof, on regular pay dates as then in
effect under applicable Company policy, pay you at the rate of:
(a) $450,000 per annum for the twelve month period from May 1, 1998
through April 30, 1999;
(b) $500,000 per annum for the twelve month period from May 1, 1999
through April 30, 2000;
(c) If the option for the additional period is exercised by the Company,
$550,000 per annum for the twelve month period from May 1, 2000
through April 30, 2001.
6. (a) If you substantially neglect the duties of your position, or fail to
perform your duties in compliance with applicable law, are convicted of any
crime or offense of a serious nature, willfully refuse or fail to comply
with policies or directives of the Company's management, materially breach
any affirmative or negative covenant or undertaking hereunder, or have
engaged in conduct which has injured or would injure the business or
reputation of the Company or otherwise adversely affect its interests,
then, and in any such event, the Company may give you written notice of
default and, if the default is of a type that is curable, a ten-day period
within which to cure such default. If the default is not cured within such
ten-day period or is of a type which cannot be cured, the Company may at
any time thereafter by written notice to you terminate your employment
hereunder, and you shall have no right to receive any compensation or
benefit hereunder on and after the effective date of such notice.
(b) The Company retains the right to discharge you and terminate your
employment hereunder and the Term without cause at any time by written
notice thereof given to you. If the Company discharges you pursuant to this
Paragraph 6(b), prior to April 30, 2000, you shall continue to receive, as
severance compensation, the greater of (i) all of the compensation provided
in Paragraphs 5(a) and (b) hereof payable through April 30, 2000, or (ii)
six months salary whichever is greater. If the Company discharges you
pursuant to this Paragraph 6 (b), after April 30, 2000 and prior to April
30,
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2001, you shall continue to receive, as severance compensation, the greater
of (i) all of the compensation provided in Paragraph 5(c) hereof payable
through April 30, 2001, or (ii) six months salary whichever is greater. It
the Company discharges you pursuant to this Paragraph 6 (b) after April 30,
2001, you shall receive six months severance pay.
7. (a) You agree that during the term of your employment, you will have no
interest, directly or indirectly, in any motion picture or television
program producing, distributing or exhibiting business, or in any
broadcasting, cable or film laboratory business or in any related business
other than the Company and its affiliates, and you will perform no services
for any person, firm or corporation engaged in any such business. The
foregoing does not prohibit your ownership of less than one percent (1%) of
the outstanding common stock of any company whose shares are publicly
traded.
(b) Enclosed is a copy of the News Corporation Limited Standard of
Business Conduct Statement. You agree to abide by the provisions of this
statement at all times during your employment by the Company.
8. You will not during the term of your employment and for a period of two
years thereafter, directly or indirectly, induce or attempt to induce any
managerial, sales or supervisory employee of the Company or its affiliates
to render services to any other person, firm or corporation.
9. (a) You acknowledge that the relationship between the parties hereto is
exclusively that of employer and employee and that the Company's
obligations to you are exclusively contractual in nature. The Company shall
be the sole owner of all the fruits and proceeds of your services
hereunder, including, but not limited to, all ideas, concepts, formats,
suggestions, developments, arrangements, designs, packages, programs,
promotions and other intellectual properties which you may create in
connection with and during the term of your employment hereunder, free and
clear of any claims by you (or anyone claiming under you) of any kind or
character whatsoever (other than your right to compensation hereunder). You
shall, at the request of the Company, execute such assignments,
certificates or other instruments as the Company may from time to time deem
necessary or desirable to evidence, establish, maintain, perfect, protect,
enforce or defend its right, title and interest in or to any such
properties.
(b) All memoranda, notes, records and other documents made or compiled by
you, or made available to you during the term of this Agreement concerning
the business of the Company or its affiliates shall be the Company's
property and shall be delivered to the Company on the termination of this
Agreement
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or at any other time on request. You shall keep in confidence and shall not
use for yourself or others, or divulge to others, any information
concerning the business of the Company or its affiliates which is not
otherwise publicly available and which is obtained by you as a result of
your employment, including but not limited to, trade secrets or processes
and information deemed by the Company to be proprietary in nature, unless
disclosure is permitted by the Company or required by law.
(c) The Company shall have the right to use your name, biography and
likeness in connection with its business, including in advertising its
products and services, and may grant this right to others, but not for use
as a direct endorsement.
(d) The covenants set forth above in this paragraph shall survive the
termination of this Agreement.
10. (a) You shall be eligible to participate in all employee benefit plans of
the Company available to other comparable executives of the Company. You
shall participate in the stock appreciation plan and bonus plan, and your
eligibility to participate in such plans shall be governed by the rules
applicable to comparable executives.
(b) Liberty Media has granted you certain rights to compensation pursuant
to the provisions of what has been referred to as Liberty's stock
appreciation rights ("SAR"). It is acknowledged that in executing this
employment agreement neither you nor the Company shall be deemed to have
waived or lost any rights, claims or position with respect to the issue of
the SAR. Your employment hereunder shall count toward any required
additional time for vesting purposes.
11. The services to be furnished by you hereunder and the rights and privileges
granted to the Company by you 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 a breach by you of any of the provisions
contained herein will cause the Company irreparable injury and damage. You
expressly agree that the Company shall be entitled to seek injunctive and
other equitable relief to prevent a breach of this Agreement by you.
Resort to such equitable relief, however, shall not be construed as a
waiver of any preceding or succeeding breach of the same or any other term
or provision. The various rights and remedies of the Company hereunder
shall be construed to be cumulative and no one of them shall be exclusive
of any other or of any right or remedy allowed by law.
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12. Any prior agreements that do not relate to your current employment,
including but not limited to any Consulting Agreement, Business Agreement,
Development Agreement, Production Agreement, General Release, and
Settlement Agreement shall remain in full force and effect, notwithstanding
this Agreement.
13. This Agreement shall be governed by the laws of the State of California
applicable to contracts performed entirely therein.
14. This Agreement shall inure to the benefit of the successors and general
assigns of the Company and to the benefit of any other corporation or
entity which is a parent, subsidiary or affiliate of the Company to which
this Agreement is assigned, and any other corporation or entity into which
the Company may be merged or with which it may be consolidated. Except as
herein provided, this Agreement shall be nonassignable.
Sincerely,
Fox/Liberty Networks, L.L.C.
By /s/ Anthony F. E. Ball
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Anthony F. E. Ball
President and Chief Executive Officer
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Date
THE FOREGOING IS AGREED TO:
/s/ Robert Thompson
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Robert Thompson
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Date
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