Exhibit 10.10
AMENDED STOCK OPTION AGREEMENT
BETWEEN
PRZEMYSLAW A. SZMYT
AND @ ENTERTAINMENT, INC.
This Amended Stock Option Agreement ("Option Agreement'), dated
March 31, 1998, is made effective as of June 22, 1997 (the "Effective Date"), by
and between Przemyslaw A. Szmyt ("Szmyt") and @ Entertainment, Inc., a Delaware
corporation (the "Company"). This Option Agreement replaces and supersedes the
Stock Option Agreement by and between the Company and Szmyt, date June 22, 1997.
1. Grant of Option and Option Period.
a. The Company hereby grants Szmyt an option (the "Option") to
purchase one hundred thirty one thousand (131,000) shares (the "Shares") of the
Company's common stock (the "Common Stock"), with a par value of $0.01 per
share, pursuant to the terms and conditions set forth in this Option Agreement.
The exercise price for the Option (the "Exercise Price") shall be fifteen
dollars and twenty-four cents (U.S. $15.24) per share.
b. The option to purchase twenty-six thousand two hundred (26,200)
of these Shares will vest each year on the anniversary date of the Effective
Date beginning with the first anniversary of the Effective Date, provided,
however, that (i) the Option shall vest in full immediately on the date of
change in control of the Company (for purposes of this clause, the term "change
in control" shall have the same meaning, except with respect to the Company
rather than Poland Communications, Inc. ("PCI"), as that term has in the
Indenture dated as of October 31, 1996, between PCI and State Street Bank and
Trust Company as trustee with respect to those certain 9 7/8% Senior Notes of
the Company due 2003 and (ii) no portion of such option shall vest after the
date (the "Cut-Off Date") that is the earlier of (a) the date that the
Employment Agreement (as described in Section 16 of this Agreement) is
terminated, and (b) the date on which the Company sends Szmyt a notice referred
to in Section II of the Employment Agreement.
c. If Szmyt's employment with the Company is terminated for any
reason, Szmyt shall have only sixty (60) days after the Cut-Off Date to exercise
that portion of the Option that has vested as of the Cut-Off Date, and Szmyt
shall have no right to exercise any portion of the Option that has not then
vested.
d. Notwithstanding any other provision of this Option Agreement, the
Option shall expire and be of no further force or effect with respect to any
Shares on the earlier to occur of (i) the tenth anniversary of the Effective
Date or (ii) sixty days after the date that Szmyt ceases to be an employee of
the company for any reason whatsoever (including but not limited to Szmyt's
death, disability, voluntary termination or involuntary termination).
e. Each exercise of the Option shall reduce, by an equal number the
total number of shares of Company Common stock tat may thereafter be purchased
by Szmyt under the Option.
2. Manner of Exercise.
Subject to the conditions and restrictions contained in Section 3 below, the
Option shall be exercised by delivering written notice of exercise to the
Secretary of the Company. Such notice shall be irrevocable and must be
accompanied by payment in cash, banker's draft or such other form of
consideration as the Company may approve, and a signed Subscription Agreement,
reasonably acceptable to both parties.
3. Non-transferability.
Neither this Option nor any interest therein may be sold, pledged, assigned,
hypothecated, transferred or disposed of in any manner (other than by will or by
the laws of descent and distribution during the option period described in
Section 1, or in a manner as may be established from time to time by the
Company's Stock Option Committee pursuant to the Company's 1997 Stock Option
Plan). This Option is not assignable by operation of law or subject to
execution, attachment or similar process. During Szmyt's lifetime, the Option
can only be exercised by Szmyt. Any attempted sale, pledge, assignment,
hypothecation or other transfer of the Option or any interest therein contrary
to the provisions hereof, or the levy of any execution, attachment or similar
process upon the Option or any interest therein shall be null and void and
without force or effect. No transfer of the Option by gift in trust to a family
member, by will or by the laws of descent and distribution shall be effective to
bind the Company unless the Company shall have been furnished written notice
thereof executed by the trustee(s) of a trust established for a family member or
the personal representative of the estate of Szmyt which shall be accompanied by
an authenticated copy of the documents appointing such trustee(s) or of the
letters testamentary appointing such personal representative, or such other
evidence as the Company may deem reasonably necessary to establish the validity
of the transfer, and also evidence as the Company may deem reasonably necessary
to establish the acceptance by the transferee or transferees of the terms and
conditions of the Option. The terms of the Option transferred by will or by the
laws of descent and distribution shall be binding upon the executors,
administrators, heirs and successors of Szmyt. The terms of the Option
transferred in trust shall be binding upon the trustee(s) of such trust.
4. Adjustment in the Event of Change in Stock.
In the event of any change in the outstanding Common Stock of the Company due to
stock dividends, recapitalizations, reorganizations, mergers, consolidations,
split-ups, rights offering, warrants, or exchange of shares, the number and kind
of the Shares and/or the purchase price per Share will be appropriately
adjusted, upwards or downwards, consistent with such change. The reasonable
determination of the Company regarding any adjustment will be final and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class
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shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of the Shares.
5. Restrictions on Transfer of the Shares.
a. For as long as Szmyt is an employee of the Company or any
Associated Company (as that term is used in the Employment Agreement that is
described in Section 16 of this Option Agreement), Szmyt shall not transfer any
Shares to any person or entity other than the Company, unless such shares shall
have been registered pursuant to a Public Offering.
b. After Szmyt is no longer an employee of the Company or any
Associated Company and provided further that such shares shall not have been
registered pursuant to a Public Offering, Szmyt shall not sell, encumber,
pledge, transfer, hypothecate, assign or otherwise dispose of any of the Shares
until Szmyt shall have first offered to sell such Shares to the Company (the
"Offer") in accordance with the following provisions.
c. The Offer made pursuant to Subsection (b) above shall be in
writing, and shall state that Szmyt offers to sell to the Company a specified
number of the Shares owned by Szmyt. For every Offer of the shares pursuant to
Subsection (b) above, the Company shall have a period of fifteen (15) days from
the time of receiving the Offer to accept it; such acceptance shall be in
writing and shall be sent to Szmyt.
d. The purchase price of any of the Shares sold pursuant to the
provisions of Subsection (b) above shall be equal to the price offered to Szmyt
for such shares by a bona fide third party purchaser, as evidenced by a written
offer to purchase executed by such third party. The purchase price shall be paid
to Szmyt in cash within fifteen (15) days of the Company's acceptance of the
Offer. If any of the Shares which are offered for purchase pursuant to the
provisions of Subsection (c) above are not accepted for purchase by the Company
within the time limitations described in Subsection (c), Szmyt may transfer such
shares to such bona fide third party purchaser in accordance with the terms of
such purchaser's offer to purchase referred to in this Subsection (d).
e. As a condition to the transfer of any of the shares issued
pursuant to this Option Agreement, the Company may require an opinion of
Counsel, reasonably satisfactory to the Company, to the effect that such
transfer will not be in violation of the Securities Act of 1933, as amended
(such Act, or any similar Federal statute then in effect, being hereinafter
referred to as the "Act"), or any other applicable securities laws, rules or
regulations, or that such transfer has been registered under Federal and all
other applicable securities laws.
f. Unless and until the Company shall have received a legal opinion
described in subparagraph (e) hereof, all certificates evidencing any of the
Shares, whether upon initial issuance or any transfer thereof, shall bear the
following legends:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
ANY OTHER SECURITIES LAWS, AND THEREFORE CANNOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR ASSIGNED UNLESS THEY ARE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
ALL OTHER APPLICABLE SECURITIES LAWS, OR UNLESS AN EXEMPTION
THEREFROM IS AVAILABLE.
THIS CERTIFICATE IS TRANSFERABLE ONLY UPON COMPLIANCE WITH THE
PROVISIONS OF THAT CERTAIN STOCK OPTION AGREEMENT, EFFECTIVE AS OF
JUNE 22, 1997, BETWEEN PRZEMYSLAW A. SZMYT AND @ ENTERTAINMENT,
INC., A COPY OF WHICH IS ON FILE IN THE OFFICE OF THE SECRETARY OF @
ENTERTAINMENT, INC.
6. No Stock Rights.
Szmyt shall not be entitled to vote, be deemed the holder of any Shares, have
the right to receive dividends with respect to any Shares, or otherwise have any
of the rights of a stockholder of the Company with respect to any Shares, unless
and until Szmyt has exercised the Option with respect to such Shares in
accordance with the terms and conditions of this Option Agreement.
7. Reservation and Issuance of Shares.
a. The Company will at all times have authorized, and reserve and
keep available, free from preemptive rights, for the purpose of enabling it to
satisfy any obligation to issue the number of shares of Common Stock deliverable
upon exercise of the Option.
b. The Company covenants that all Shares will, upon issuance in
accordance with the terms of this Agreement, be duly authorized, fully paid and
non-assessable.
8. Lock-Up Agreement
a. Agreement. During the term of this Option Agreement, Szmyt, if
requested by the Company and the lead underwriter of any public offering of the
Common Stock or other securities of the Company (the "Lead Underwriter"), hereby
irrevocably agrees not to sell, contract to sell, grant any option to purchase,
transfer the economic risk of ownership in, make any short sale of, pledge or
otherwise transfer or dispose of any interest in any Common Stock or any
securities convertible into or exchangeable or exercisable for or any other
rights to purchase or acquire Common Stock (except Common Stock included in such
public offering or acquired on the public market after such offering) during the
180-day period following the effective date of a registration statement of the
Company filed under the Securities Act of 1933, as amended, or such shorter
period of time as the Lead Underwriter shall specify. Szmyt further agrees to
sign such documents as may be requested by the Lead Underwriter to effect the
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foregoing and agrees that the Company may impose stop-transfer instructions with
respect to such Common Stock or such other securities subject until the end of
such period. The Company and Szmyt acknowledge that each Lead Underwriter of a
public offering of the Company's stock, during the period of such offering and
for the 180-day period thereafter, is an intended beneficiary of this Section 8.
9. Registration Rights.
a. Incidental Rights. If the Company at any time proposes to file
with the Securities and Exchange Commission (the "Commission") on its behalf
and/or on behalf of any of its security holders (the "demanding security
holders") a Registration Statement under the Securities Act of 1933, as amended
(the "Securities Act") on any form (other than a Registration Statement on Form
S-4 or S-8 or any successor form for securities to be offered in a transaction
of the type referred to in Rule 145 under the Securities Act or to employees of
the Company pursuant to any employee benefit plan, respectively) for the general
registration of securities to be sold for cash with respect to its Common Stock
or any other class of equity security (as defined in Section 3(a)(11) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the
Company, it will give written notice to Szmyt at least sixty (60) days before
the initial filing with the Commission of such Registration Statement, which
notice shall set forth the intended method of disposition of the securities
proposed to be registered by the Company and the intended price range if known.
The notice shall offer to include in such filing the aggregate number of Shares
as Szmyt may request.
Szmyt shall advise the Company in writing within thirty (30) days
after the date of receipt of such offer from the Company, setting forth the
amount of such Shares for which registration is requested. The Company shall
thereupon include in such filing the number of Shares for which registration is
so requested, subject to the next sentence, and shall use its best efforts to
effect registration under the Securities Act of such Shares. If the managing
underwriter of a proposed public offering shall advise the Company in writing
that, in its opinion, the distribution of the Shares requested to be included in
the registration concurrently with the securities being registered by the
Company or such demanding security holder would materially and adversely affect
the distribution of such securities by the Company or such demanding security
holder, then Szmyt shall reduce the amount of securities he intended to
distribute through such offering on a pro rata basis with all other shareholders
requesting registration of a specified number of their shares (other than any
demanding security holder who initially requested such registration) based on
the number of shares Szmyt requested to be registered divided by the total
number of shares requested to be registered which are subject to decrease
pursuant to this sentence, multiplied by the total number of such shares as the
managing underwriter approves to be registered. Except as otherwise provided in
Section 9(c), all expenses of such registration shall be borne by the Company.
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b. Registration Procedures. If the Company is required by the
provisions of this Section 9 to use its best efforts to effect the registration
of any of its securities under the Securities Act, the Company will, as
expeditiously as possible:
(I) prepare and file with the Commission a Registration
Statement with respect to such securities and use its best efforts to cause such
Registration Statement to become and remain effective for a period of time
required for the disposition of such securities by Szmyt, but not to exceed one
hundred eighty (180) days.
(ii) prepare and file with the Commission such amendments and
supplements to such Registration Statement and the prospectus used in connection
therewith as may be necessary to keep such Registration Statement effective and
to comply with the provisions of the Securities Act with respect to the sale or
other disposition of all securities covered by such Registration Statement until
the earlier of such time as all of such securities have been disposed of in a
public offering or the expiration of one hundred eighty (180) days;
(iii) furnish to Szmyt such number of copies of a summary
prospectus or other prospectus, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other
documents, as Szmyt may reasonably request; and
(iv) use its best efforts to register or qualify the
securities covered by such Registration Statement under such other securities or
blue sky laws of such jurisdictions within the United States and Puerto Rico as
Szmyt shall reasonably request (provided, however, that the Company shall not be
obligated to qualify as a foreign corporation to do business under the laws of
any jurisdiction in which it is not then qualified or to file any general
consent to service of process), and do such other reasonable acts and things as
may be required of it to enable Szmyt to consummate the disposition in such
jurisdiction of the securities covered by such Registration Statement.
It shall be a condition precedent to the obligation of the Company
to take any action pursuant to this Section 9 in respect of the securities which
are to be registered at the request of Szmyt that Szmyt shall furnish to the
Company such information regarding the securities held by Szmyt and the intended
method of disposition thereof as the Company shall reasonably request and as
shall be required in connection with the action taken by the Company.
c. Expenses. All expenses incurred in complying with Section 9,
including, without limitation, all registration and filing fees (including all
expenses incident to filing with the NASD), printing expenses, fees and
disbursements of counsel for the Company, expenses of any special audits
incident to or required by any such registration and expenses of complying with
the securities or blue sky laws of any jurisdictions pursuant to this Section 9,
shall be paid by the Company, except that (i) the Company shall not be liable
for any fees, discounts or commissions to any underwriter in respect of the
securities sold by Szmyt; and (ii) the Company shall not be liable for any fees
or expenses of counsel for Szmyt in connection with any registration.
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d. Indemnification and Contribution.
(i) In the event of any registration of any of the Shares
under the Securities Act pursuant to this Section 9, the Company shall indemnify
and hold harmless Szmyt, against any losses, claims, damages or liabilities,
joint or several, to which Szmyt may become subject under the Securities Act or
any other statute or at common law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon (1)
any alleged untrue statement of any material fact contained, on the effective
date thereof, in any Registration Statement under which such securities were
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereto, or (2) any
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and shall reimburse
Szmyt for any legal or any other expenses reasonably incurred by Szmyt in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon any alleged untrue statement or alleged omission
made in such Registration Statement, preliminary prospectus, prospectus or
amendment or supplement in reliance upon and in conformity with written
information regarding Szmyt or his stock furnished to the Company by Szmyt
specifically for use therein or so furnished for such purposes by any
underwriter. Such indemnity shall remain in full force and effect regardless of
any investigation made by or on behalf of Szmyt, and shall survive the transfer
of such securities by Szmyt.
(ii) Szmyt by acceptance hereof, agrees to indemnify and hold
harmless the Company, its directors and officers and each other person, if any,
who controls the Company within the meaning of the Securities Act against any
losses, claims, damages or liabilities, joint or several, to which the Company
or any such director or officer or any such person may become subject under the
Securities Act or any other statute or at common law, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon information regarding Szmyt or his stock in writing provided to
the Company by Szmyt specifically for use in the following documents and
contained, on the effective date thereof, in any Registration Statement under
which securities were registered under the Securities Act at the request of
Szmyt, any preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereto.
(iii) If the indemnification provided for in this Section 9
from the indemnifying party is unavailable to an indemnified party hereunder in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then the indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party and indemnified parties in connection with the actions which resulted in
such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such
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indemnifying party and indemnified parties shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by
such indemnifying party or indemnified parties, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such action. The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such party in
connection with any investigation or proceeding.
(iv) The parties hereto agree that it would not be just and
equitable if contribution pursuant to this Section 9(d) were determined by pro
rata allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.
10. Representations and Warranties of Szmyt. In order to induce the
Company to accept this Option Agreement, Szmyt hereby represents and warrants to
the Company as follows:
a. Szmyt has received no solicitation or general advertisement
concerning the Company, but rather has become knowledgeable regarding the
business of the Company through personal interaction with the Company.
b. Szmyt confirms that no representations or warranties have been
made to Szmyt regarding the Company and that Szmyt has not relied upon any
representation or warranty in making or confirming this Option Agreement.
c. Szmyt has the ability to bear the economic investment, and can
afford a complete loss of his investment, with respect to the Option and to the
Shares.
d. Szmyt, either by himself or together with his purchaser
representative, has sufficient knowledge and experience in financial and
business matters so as to be capable of evaluating the merits and risks of his
investment in the Option and in the Shares.
e. Szmyt is accepting the Option, and will be purchasing the Shares,
for investment purposes, for Szmyt's own account and not with a view to, or for
sale in connection with, the distribution thereof.
f. Szmyt is familiar with the nature of, and the risks attending,
investments in securities such as the Option and the Shares, and he has
determined that the acceptance of the Option and the purchase of the Shares is
and will be consistent with his investment objectives.
g. Szmyt has been advised and understands that an investment in the
Option and in the Shares is speculative and involves a high degree of risk.
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h. Szmyt has no reason to anticipate any change in his personal
circumstances, financial or otherwise, which may cause or require sale or
distribution by him of all or any part of the Option or the Shares.
i. Szmyt confirms that he has been given an opportunity to make any
inquiries of the Company and its representatives that he desires to make.
j. Szmyt is at least twenty-one (21) years of age.
k. Szmyt is aware of and understands the following:
(i) The business of the Company and the risks inherent in that
business;
(ii) That no federal or state agency has made a finding or
determination as to the advisability or fairness of an investment in the Option
or in the Shares or any recommendation or endorsement of the Option or of the
Shares;
(iii) That the Option and the Shares have not been registered
for sale under the Securities Act of 1933, as amended, or under any state "Blue
Sky Law"; and
(iv) That there are substantial restrictions on the
transferability of the Option and of the Shares; there is no public market, and
there will not necessarily be any public market, for the Option or the Shares in
the United States; Szmyt will not be able to avail himself of the provisions of
Rule 144 adopted by the Securities and Exchange Commission under the Securities
Act of 1933, as amended, unless all of the conditions of Rule 144 are met, and
accordingly, Szmyt may have to hold the Option and the Shares and bear the
economic risk of this investment for an indefinite period.
1. If in the future Szmyt desires to offer or dispose of the Option
or any of the Shares or any interest therein, he will do so only in compliance
with applicable securities laws and this Option Agreement.
m. Szmyt understands and agrees that the Company has no obligation
to complete any public or private offering and sale of its Common Stock to other
investors, and that the Company shall have no liability to Szmyt if it cannot
complete any such offering and sale upon terms which, in the Company's sole
discretion, are favorable to the Company.
n. Szmyt acknowledges that there may be restrictions under the
securities laws of the jurisdiction(s) in which he resides on the sale of the
Shares he obtains on exercise of the Option, and that he should seek legal
assistance before proceeding with the purchase or sale of said Shares.
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o. Szmyt agrees that the representations and warranties of Szmyt set
forth in this Section 10 shall survive the exercise of the Option and the
termination or expiration of this Option Agreement for a period of six months.
11. Governing Law.
This Option Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware without regard to the principles of conflicts of
laws or choice of law.
12. Benefit
This Option Agreement shall be binding upon the Company, Szmyt, their heirs,
executors, administrators, legal representatives, successors, and permitted
assigns, and Szmyt in furtherance thereof may execute a will directing Szmyt's
executor to perform this Option Agreement and to execute all documents necessary
to effectuate the purposes of this Option Agreement, but the failure to execute
such a will shall not affect the rights of the Company or the obligations of
Szmyt's estate as provided in this Option Agreement. Nothing in this Option
Agreement, expressed or implied, is intended to confer upon any person, other
than the parties hereto, any rights or remedies under or by reason of this
Option Agreement.
13. Specific Performance.
a. The parties to this Option Agreement hereby agree that an award
of damages alone is inadequate to remedy a breach of terms of this Option
Agreement and that specific performance, injunctive relief or other equitable
remedy is the only way by which the intent of this Option Agreement may be
adequately realized upon breach by one or more of the parties. Such remedy
shall, however, be cumulative and not exclusive, and shall be in addition to any
other remedy which the parties may have.
b. In furtherance of and not in limitation of the foregoing, should
any dispute arise concerning a sale, purchase, encumbrance, pledge, transfer,
hypothecation, assignment or other disposition of the Option or any of the
Shares which is alleged to contravene the provisions of this Option Agreement,
an injunction may be issued restraining any such transaction pending the
determination of such controversy.
14. Waiver.
Failure to insist upon strict compliance with any of the terms, covenants or
conditions of this Option Agreement shall not be deemed a waiver of such terms,
covenants or conditions, nor shall any waiver or relinquishment of any right or
power hereunder at any one time or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
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15. Notice.
a. All notices required to be given under the terms of this
Agreement or which any of the Parties may desire to give hereunder shall be in
writing and delivered personally or sent by express delivery, by facsimile, or
by registered or certified mail with proof of receipt, postage and expenses
prepaid and with return receipt requested addressed as follows:
If to the Company:
@ Entertainment, Inc.
c/o Chase Enterprises
One Commercial Plaza
Hartford, Connecticut 06103
U.S.A.
Facsimile: (860) 293-4297
Attention: John Frelas
With a copy to:
Marc R. Paul
Baker & McKenzie
815 Connecticut Avenue
Washington, D.C. 20006
U.S.A.
Facsimile: (202) 452-7074
If to Szmyt:
Przemyslaw A. Szmyt
Orzechowa #3
05830 Madarzyn
Poland
Facsimile: 48-22-729-8397
b. Notice given in accordance with this Section 15 shall be deemed
to have been given when delivered personally, or when received if sent via
express delivery, facsimile, or registered or certified mail, postage prepaid
and return receipt requested.
c. Any party may change its address for notices by communicating
its new address in writing to the other party.
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16. Entire Agreement. This Option Agreement is subject to that certain
Employment Agreement between Szmyt and Poland Communications, Inc., which was
assigned to the Company as of June 22, 1997, and in the event of a conflict
between them, the provisions of the Employment Agreement shall prevail. Except
as provided in the foregoing sentence, this Option Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter
hereof and may be amended only by writing executed by all of the parties.
17. Severability.
The invalidity or unenforceability of any provisions of this Option Agreement
shall in no way affect the validity or enforceability of any other provision
hereof
18. Headings.
The headings to the sections of this Option Agreement are used for reference
only and are not to be construed as limiting or extending the provisions hereof.
19. Counterparts.
This Option Agreement may be executed in any number of counterparts, each of
which shall be considered an original but all of which shall constitute the
Option Agreement by and among the parties.
IN WITNESS THEREOF, the undersigned have executed this Option
Agreement effective as of the date first above written.
@ Entertainment, Inc., a
Delaware corporation
By: /s/ Robert E. Fowler, III
-------------------------
Robert E. Fowler, III
Its: Chief Executive Officer
/s/ Przemyslaw A. Szmyt
-----------------------------
Przemyslaw A. Szmyt