EXHIBIT 10.1
AMENDMENT TO THE EMPLOYMENT AGREEMENT AS AMENDED
BY AND BETWEEN THE COMPANY AND MARTHA STEWART
AMENDMENT, dated as of March 15, 2004 (this "Amendment") to the
Employment Agreement, dated October 22, 1999, as amended (the "Agreement"), by
and between Martha Stewart Living Omnimedia, Inc. (the "Company"), a Delaware
corporation, and Martha Stewart (the "Executive"). Capitalized terms used in
this Amendment but not defined herein shall have the meanings provided in the
Agreement.
W I T N E S S E T H:
WHEREAS, the parties hereto entered into the Agreement in connection with
the Company's initial public offering;
WHEREAS, the Executive was the founder of the Company's predecessor entity
and has been instrumental in the growth of the Company since its inception;
WHEREAS, until June 4, 2003, the Executive served as the Company's
Chairman of the Board and Chief Executive Officer;
WHEREAS, on June 4, 2003, the Executive voluntarily resigned as Chairman
of the Board and Chief Executive Officer of the Company and the parties agreed
to the Executive's continuation of her employment with the Company as its Chief
Creative Officer;
WHEREAS, on March 15, 2004, the Executive voluntarily resigned her
positions as a director and Chief Creative Officer of the Company and assumed
the position of Founding Editorial Director;
WHEREAS, the Company recognizes that the Executive's creative talents and
contributions to the Company are unique and have been integral to the success of
the Company and that continuing to have the benefit of Executive's unique
creative talents and contributions is in the best interests of the Company and
its shareholders;
WHEREAS, the parties agree that it is in the best interests of the Company
and its shareholders for the Executive to continue her employment with the
Company as its Founding Editorial Director, a non-officer position; and
WHEREAS, the parties desire to amend the Agreement to reflect the changes
in the Executive's position and responsibilities;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to Section 1 (Employment). Section 1 of the
Agreement is hereby amended and restated as follows:
"Effective as of March 15, 2004, the Company hereby agrees to
continue the employment of the Executive in the position of Founding
Editorial Director of the Company, and the Executive hereby agrees to
continue her employment in such capacity, on the terms and conditions set
forth below."
2. Amendments to Section 3 (Position and Duties). The first two
sentences of Section 3 of the Agreement are hereby amended and
restated as follows:
"Effective as of March 15, 2004 and until the end of the
Employment Period, the Executive shall serve as the Founding Editorial
Director of the Company, with the duties, authority and responsibilities
described on Schedule A. The Executive shall report to the Chief Executive
Officer of the Company."
3. Amendments to Section 6(d) (Termination - Good Reason). The
second sentence of Section 6(d) of the Agreement is hereby
amended by deleting the words "or her approval in her capacity
as the Chairman of the Board".
4. Continuing Effect of the Agreement. This Amendment shall not
constitute an amendment of any provision of the Agreement not
expressly referred to herein. Except as expressly amended
hereby, the provisions of the Agreement are and shall remain
in full force and effect.
5. Counterparts. This Amendment may be executed by the parties
hereto in separate counterparts (including facsimile
counterparts), each of which shall be deemed to be an
original, and which taken together shall be deemed to
constitute one and the same instrument.
6. No Waiver. It is understood and acknowledged that none of the
changes to the Agreement effected by this Amendment and no
action or inaction by any party in connection therewith shall
be construed as a waiver of any rights of the Executive or the
Company arising under any agreement between the Executive and
the Company or under applicable law all of which are expressly
reserved.
7. Governing Law. This Amendment shall be governed by, and
construed and interpreted in accordance with, the laws of the
State of New York, without regard to its conflict of laws or
choice of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment as of the date first above written.
MARTHA STEWART LIVING OMNIMEDIA, INC.
By: /s/ Sharon Patrick
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Name: Sharon Patrick
Title: President & Chief Executive Officer
EXECUTIVE
/s/ Martha Stewart
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Martha Stewart