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EXHIBIT 10.30
EMPLOYMENT AGREEMENT
AGREEMENT by and between Silver King Communications, Inc., a Delaware
corporation (the "Company"), and Adam Ware (the "Executive"), dated as of the
28th day of May, 1996.
WHEREAS, the Board of Directors of the Company (the "Board") has
determined that it is in the best interests of the Company and its shareholders
to employ the Executive as an Executive Vice President of its Broadcasting
Division (the "Broadcasting Division") and the Executive desires to serve in
that capacity;
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Employment Period. The Company shall employ the Executive, and the
Executive shall serve the Company, on the terms and conditions set forth in
this Agreement, for the period beginning on June 10, 1996 (the "Commencement
Date") and ending on the third anniversary of the Commencement Date (the
"Employment Period").
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2. Position and Duties. (a) During the Employment Period, the Executive
shall be employed as an Executive Vice President of the Broadcasting Division,
with responsibilities for the Company's broadcasting properties. In such
capacity, the Executive shall report to the most senior person in the
Broadcasting Division (the "Broadcasting Head") who, it is contemplated, will be
the President of the Broadcasting Division. The Broadcasting Head will report
to the Chief Executive Officer of the Company (the "CEO"). Until the
appointment of the Broadcasting Head, the Executive shall report to the CEO.
During the Employment Period, the Executive shall be responsible for strategy
and implementation of development of the Company's broadcast properties, subject
to direction of the Broadcasting Head or CEO, as the case may be.
(b) During the Employment Period, and excluding any periods of vacation
and sick leave to which the Executive is entitled, the Executive shall devote
full attention and time during normal business hours to the business and
affairs of the Company and use the Executive's
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reasonable best efforts to carry out such responsibilities faithfully and
efficiently.
(c) The Executive's services shall, subject to required travel, be
performed primarily in Los Angeles, California.
3. Compensation. (a) Base Salary. During the Employment Period, the
Executive shall receive an annual base salary ("Annual Base Salary"), payable
in accordance with the regular payroll practices of the Company as follows:
(i) from the Commencement Date until (but not including) the first anniversary
thereof, the Annual Base Salary shall be $275,000; (ii) from the first
anniversary of the Commencement Date until (but not including) the second
anniversary of the Commencement Date, the Annual Base Salary shall be $300,000;
and (iii) from the second anniversary of the Commencement Date through the end
of the Employment Period, the Annual Base Salary shall be $325,000.
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(b) Bonus. In addition to the Annual Base Salary, the Executive shall be
eligible to participate in an incentive bonus plan or program to be adopted by
the Company or the Broadcasting Division during the first year of the
Employment Period, with the amount and timing of any such bonus awarded
thereunder (a "Bonus") to be determined pursuant to such plan or program.
(c) Other Benefits. During the Employment Period: (i) the Executive
shall be eligible to participate in all incentive, savings and retirement
plans, practices, policies and programs of the Company maintained for the
benefit of peer executives of the Company, provided that in determining the
Executive's participation in such plans the Stock Options granted to the
Executive under the Company's 1995 Stock Incentive Plan shall be taken into
account; and (ii) the Executive and/or the Executive's family, as the case may
be, shall be eligible for participation in, and shall receive all benefits
under, all welfare benefit plans, practices, policies and programs provided by
the Company (including, without limitation, those benefits currently provided
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by the Company and listed on Schedule I hereto) to the same extent as peer
executives of the Company (it being understood that the Company shall be
entitled to modify or discontinue any such benefits so long as the benefits
provided to the Executive, in the aggregate, are no less favorable than those
set forth on Schedule I hereto).
(d) Expenses. During the Employment Period, the Executive shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred
by the Executive in carrying out the Executive's duties under this Agreement,
provided that the Executive complies with the generally applicable policies,
practices and procedures of the Company for submission of expense reports,
receipts, or similar documentation of such expenses.
(e) Fringe Benefits. During the Employment Period, the Executive shall
be entitled to fringe benefits and perquisites in accordance with the plans,
practices, programs and policies of the Company as in effect at the time with
respect to peer executives of the Company,
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including, without limitation, an automobile allowance of $1,000 per calendar
month and first-class hotel and travel accommodations on all commercial carriers
for travel related to the business of the Company.
(f) Office and Support Staff. During the Employment Period, the
Executive shall be entitled to an office in Los Angeles and an executive
assistant of his choice, subject to the Company's reasonable approval.
(g) Vacation. During the Employment Period, the Executive shall be
entitled to three weeks of paid vacation annually.
4. Termination of Employment. (a) Death or Disability. The Executive's
employment shall terminate automatically upon the Executive's death during the
Employment Period. The Company shall be entitled to terminate the Executive's
employment because of the Executive's Disability during the Employment Period.
"Disability" means that (i) the Executive has been unable,
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for a period of 180 consecutive days, to perform the Executive's duties under
this Agreement, as a result of physical or mental illness or injury, and (ii) a
physician selected by the Company or its insurers, and acceptable to the
Executive or the Executive's legal representative, has determined that the
Executive's incapacity is total and permanent. A termination of the Executive's
employment by the Company for Disability shall be communicated to the Executive
by written notice, and shall be effective on the 30th day after receipt of such
notice by the Executive (the "Disability Effective Date"), unless the Executive
returns to full-time performance of the Executive's duties before the Disability
Effective Date.
(b) By the Company. The Company may terminate the Executive's employment
during the Employment Period for Cause or without Cause. "Cause" means:
A. a material breach of the terms of this Agreement after the
Company has given the Executive notice of such breach and a
reasonable opportunity to cure.
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B. illegal conduct or gross misconduct by the Executive, in
either case that results in material and demonstrable damage to the
business or reputation of the Company.
(c) Good Reason. (i) The Executive may terminate employment for Good
Reason. "Good Reason" means a material breach by the Company of the provisions
of this Agreement after the Executive has given the Company notice of such
breach and a reasonable opportunity to cure.
(ii) A termination of the Executive's employment by the Executive without
Good Reason shall be effected by giving the Company at least 10 business days'
advance written notice of the termination.
(d) Date of Termination. The "Date of Termination" means the date of the
Executive's death, the Disability Effective Date, the date on which the
termination of the Executive's employment by the Company for Cause or by the
Executive for Good Reason or without Good Reason, as the case may be, is
effective.
5. Obligations of the Company upon Termination. (a) By the Company
Other Than for Cause, Death or Disability or By
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the Executive for Good Reason. If, during the Employment Period, the Company
terminates the Executive's employment, other than for Cause or Disability or by
reason of the Executive's death, or the Executive terminates employment for
Good Reason, the Company, in complete satisfaction of its obligations under
this Agreement, shall pay to the Executive in a lump sum in cash within ten
business days after the Date of Termination the Executive's accrued but unpaid
cash compensation (the "Accrued Obligations"), which shall equal the sum of (1)
any portion of the Executive's Annual Base Salary through the Date of
Termination that has not yet been paid, (2) any compensation previously
deferred by the Executive (together with any accrued interest or earnings
thereon) that has not yet been paid; and (3) any accrued but unpaid Bonuses and
vacation pay; and, subject to Section 7 hereof, shall also continue to pay the
Executive his Annual Base Salary for the remainder of the Employment Period at
regular payroll intervals.
(b) Death or Disability. If the Executive's employment is terminated by
reason of the Executive's death or Disability during the Employment Period, the
Company shall pay
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the Accrued Obligations to the Executive or the Executive's estate or legal
representative, as applicable, in a lump sum in cash within ten business days
after the Date of Termination, and the Company shall have no further obligations
under this Agreement.
(c) Cause Other than for Good Reason. If the Executive's employment is
terminated by the Company for Cause or by the Executive without Good Reason
during the Employment Period, the Company shall pay the Executive the Accrued
Obligations and the Company shall have no further obligation to the Executive.
The payment of Accrued Obligations shall not prejudice the Company in pursuing
remedies at law or in equity as a result of a breach by the Executive of this
Agreement.
6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or
limit the Executive's continuing or future participation in any plan, program,
policy or practice provided by the Company or any of its affiliated companies
for which the Executive may qualify, nor, subject
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to paragraph (f) of Section 10, shall anything in this Agreement limit or
otherwise affect such rights as the Executive may have under any contract or
agreement with the Company or any of its affiliated companies. Vested benefits
and other amounts that the Executive is otherwise entitled to receive under any
plan, policy, practice or program of, or any contract or agreement with, the
Company or any of its affiliated companies on or after the Date of Termination
shall be payable in accordance with such plan, policy, practice, program,
contract or agreement, as the case may be, except as explicitly modified by this
Agreement.
7. Mitigation. In no event shall the Executive be obligated to seek
other employment or take any other action by way of mitigation of the amounts
payable to the Executive under any of the provisions of this Agreement,
provided that if the Executive obtains other employment during the Employment
Period, the amounts otherwise required to be paid hereunder (other than Accrued
Obligations) shall be reduced by any amounts he is paid as a result of such
other employment during the Employment Period.
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8. Confidential Information; Nonsolicitation; No Conflict. (a) The
Executive shall hold in a fiduciary capacity for the benefit of the Company all
secret or confidential information, knowledge or data relating to the Company
or any of its affiliated companies and their respective businesses that the
Executive obtains during the Executive's employment by the Company or any of
its affiliated companies and that is not public knowledge (other than as a
result of the Executive's violation of this paragraph (a) of Section 8)
("Confidential Information"). The Executive shall not communicate, divulge or
disseminate Confidential Information at any time during or after the
Executive's employment with the Company, except in the good faith performance
of his duties hereunder, with the prior written consent of the Company or as
otherwise required by law or legal process.
(b) The Executive agrees that he will not, for a period of one year after
the expiration or termination of the Executive's employment with the Company,
without the prior written consent of the Company, solicit the employment
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of, any person who is or at any time during the six month period immediately
preceding the date of expiration or termination of the Executive's employment
with the Company was an employee (not including any clerical or secretarial
employee), representative, officer or director of the Company or any of its
subsidiaries.
(c) Executive represents to the Company that neither his commencement of
employment hereunder nor the performance of his duties hereunder conflicts with
any contractual commitment on his part to any third party or violates or
interferes with any rights of any third party (it being understood that the
Company is aware that the Executive is prohibited from soliciting the
employment of Fox employees for a two-year period).
9. Successors. (a) This Agreement is personal to the Executive and,
without the prior written consent of the Company, shall not be assignable by
the Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
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(b) This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.
(c) The Company shall require any successor (whether direct or indirect,
by purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Company expressly to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would have been required to perform it if no such succession had taken
place. As used in this Agreement, "Company" shall mean both the Company as
defined above and any such successor that assumes and agrees to perform this
Agreement, by operation of law or otherwise.
10. Miscellaneous. (a) This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without
reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or
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effect. This Agreement may not be amended or modified except by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.
(b) All notices and other communications under this Agreement shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
Adam Ware
c/o Robert Lange
Kleinberg Lopez Lange Brisbin & Cuddy
2049 Century Park East, Suite 3180
Los Angeles, California 90067
If to the Company:
Silver King Communications, Inc.
12425 28th Street, North
St. Petersburg, Florida 33716
Attention: Corporate Secretary
or to such other address as either party furnishes to the other in writing in
accordance with this paragraph (b) of
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Section 10. Notices and communications shall be effective when actually
received by the addressee.
(c) The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement. If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable and
continue in full force and effect to the fullest extent consistent with law.
(d) Notwithstanding any other provision of this Agreement, the Company
may withhold from amounts payable under this Agreement all federal, state,
local and foreign taxes that are required to be withheld by applicable laws or
regulations.
(e) The Executive's or the Company's failure to insist upon strict
compliance with any provision of, or to
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assert any right under, this Agreement shall not be deemed to be a waiver of
such provision or right or of any other provision of or right under this
Agreement.
(f) The Executive and the Company acknowledge that this Agreement
supersedes any other agreement between them concerning the subject matter
hereof.
(g) This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and said counterparts shall constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization of its Board of Directors, the Company has
caused this Agreement to be executed in its name on its behalf, all as of the
day and year first above written.
Adam Ware
SILVER KING COMMUNICATIONS, INC.
By
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