EXHIBIT 10.107
EMPLOYMENT CONTRACT
as of August 6, 1998
Andrew Reimer
c/o Trimark Pictures, Inc.
2644 30th Street
Santa Monica, CA 90405
Dear Andy:
This letter shall set forth the principal terms of employment agreement
(the "Agreement") with Trimark Pictures, Inc. ("Trimark").
1. TITLE: Senior Vice President, Worldwide Television.
2. BASE SALARY: One hundred sixty-five thousand dollars ($165,000.00) per
year for the first year of the Term and one hundred seventy-five thousand
dollars ($175,000.00) per year for the second year of the term.
3. TERM: Two years. From August 6, 1998 through August 5, 2000 (the
"Term").
4. RESPONSIBILITIES: You shall be responsible for the sale and
exploitation of Trimark's product by means of all forms of television
(including, without limitation, free, cable, pay, pay-per-view, satellite,
pay-per-transaction, network and syndication) exploitation throughout the
world. You shall also work with the Vice President of Television Production
in connection with the creation and development of TV movies and other
television productions. In addition, we have agreed that at some time during
the Term, Trimark shall have the right (but not the obligation) to transfer
the responsibilities for the non-theatrical exploitation of Trimark's product
to you.
EXHIBIT 10.107. (CONTINUED)
5. BONUS PROVISIONS:
1. DEFINITIONS:
1. "DOMESTIC" shall mean the United States, Canada and their
respective territories, possessions, military and diplomatic stations and
posts, wherever located as well as all ships, planes and space craft flying
the U.S. or Canadian flag.
2. "FOREIGN" shall mean the world excluding the Domestic territory.
3. "MOVIE" shall mean either a Theatrical Movie or a Video Movie.
4. "MOVIES" shall mean one or more Movie.
5. "THEATRICAL MOVIE" shall mean a motion picture released by
Trimark during the Term in the U.S. theatrical marketplace that earns no less
than one million dollars in box office receipts during its initial U.S.
theatrical release.
6. "THEATRICAL MOVIES" shall mean one or more Theatrical Movie.
7. "VIDEO MOVIE" shall mean a motion picture distributed by Trimark
during the term that is not a Theatrical Movie.
8. "VIDEO MOVIES" shall mean one or more Video Movie.
9. "FOREIGN REVENUE" shall mean all sums actually received or
credited to the account of Trimark from all Foreign distribution sources (be
it theatrical, home video or television) as a license fee payable from such
sources with respect to any or all Movies while you are rendering services
for Trimark.
10. "VIDEO REVENUE" shall mean the aggregate of the following amounts:
(1) all sums actually received by or credited to the account of
Trimark from all U.S. and Canadian television distribution sources (be it
free, cable, premium, pay-per-view or otherwise) as a license fee payable
from such sources with respect to any or all Video Movies while you are
rendering services for Trimark;
EXHIBIT 10.107. (CONTINUED)
(2) during the time period that you are responsible for the
Non-Theatrical exploitation of the Video Movies, all sums actually received
by or credited to the account of Trimark from all U.S. and Canadian
non-theatrical sources, as such term is customarily used in the entertainment
industry (be it airlines, ships-at-sea, colleges, armed forces or otherwise),
as a license fee payable from such sources with respect to any or all Video
Movies;
(3) all sums actually received by or credited to the account of
Trimark from all television production sources (i.e., revenues derived from
television networks or other co-production partners with respect to the
television exploitation of a motion picture produced by Trimark) while you
are rendering services for Trimark.
11. "NON-THEATRICAL MOVIES" shall mean those Video Movies that are
exploited in the non-theatrical medium and for which you have responsibility
for overseeing such non-theatrical exploitation.
12. "THEATRICAL REVENUE" shall mean the aggregate of the following
amounts:
(1) all sums actually received by or credited to the account of
Trimark from all U.S. and Canadian television distribution sources (be it
free, cable, premium, pay-per-view or otherwise) as a license fee payable
from such sources with respect to any or all Theatrical Movies while you are
rendering services for Trimark;
(2) during the time period that you are responsible for the
Non-Theatrical exploitation of the Video Movies, all sums actually received
by or credited to the account of Trimark from all U.S. and Canadian
non-theatrical sources, as such term is customarily used in the entertainment
industry (be it airlines, ships-at-sea, colleges, armed forces or otherwise),
as a license fee payable from such sources with respect to any or all
Theatrical Movies.
2. DOMESTIC BONUS
At the conclusion of each year of the Term, Trimark shall calculate the
Video Revenue and the Theatrical Revenue received for said year. Provided
that the Domestic Video Revenue for such year exceeds four million dollars
($4,000,000.00) for said year,
EXHIBIT 10.107. (CONTINUED)
you will receive a sum (the "Bonus") which shall be calculated as follows:
1. The Video Revenue in excess of four million dollars
($4,000,000.00) and all of the Theatrical Revenues shall be deemed to be the
"Domestic Bonus Pool".
2. You shall receive a sum equal to (i) one percent (1%) of the
Domestic Bonus Pool for said year that is in excess of four million dollars
($4,000,000.00) but less than six million five hundred thousand dollars
($6,500,000.00); and (ii) one-half percent (0.5%) of the Domestic Bonus Pool
for said year that is in excess of six million five hundred thousand dollars
($6,500,000.00).
3. Notwithstanding anything herein to the contrary, in no event
shall the Domestic Bonus exceed forty-five thousand dollars ($45,000.00) per
year of the Term.
3. FOREIGN BONUS
You shall receive a sum equal to point two seven five percent (0.275%)
of the Foreign Revenue per year, to a maximum of forty-five thousand dollars
($45,000.00).
4. CORPORATE BONUS
In the event that Trimark institutes a corporate bonus (the "Corporate
Bonus") policy that you are entitled to participate in, the following shall
apply with respect to the Domestic Bonus, the Foreign Bonus and the Corporate
Bonus:
1. In the event that the combined sum of the Domestic Bonus and the
Foreign Bonus (the "Performance Sum") is less than sixty-five thousand
dollars ($65,000.00), you shall be entitled to receive one hundred percent
(100%) of all monies otherwise due you with respect to the Corporate Bonus.
2. In the event that the Performance Sum is sixty-five thousand
dollars ($65,000.00) or more, the following shall apply:
(1) First, you shall first receive all sums otherwise due you
with respect to the Corporate Bonus until such Corporate Bonus amounts, when
combined with the Performance Sum, is equal to ninety thousand dollars
($90,000.00).
EXHIBIT 10.107. (CONTINUED)
(2) Then, we shall calculate the "Difference Amount" by
subtracting sixty-five thousand dollars ($65,000) from the Performance Sum.
(3) The next dollars due you with respect to the Corporate
Bonus to a maximum of the Difference Amount shall be retained by Trimark for
its own account.
(4) All sums, if any, otherwise due you thereafter with
respect to the Corporate Bonus shall be payable to you.
5. LIBRARY BONUS
In the event that you license a sufficient amount of Trimark's library
product (as Trimark shall reasonably determine, in good faith), Trimark shall
pay you an additional bonus as Trimark shall, in its good faith, determine.
6. ACCOUNTINGS
Trimark shall provide you with semi-annual statements (and payments, if
applicable) with respect to the Domestic Bonus and Foreign Bonus and,
provided that you are not in breach of this Agreement, for the five (5) year
period of time following the termination of this Agreement, Trimark shall
provide you with semi-annual royalty statements (and payments, if applicable)
with respect to the Domestic Bonus and Foreign Bonus for the first two years
following the termination of this Agreement and annual royalty statements
(and payments, if applicable) for the subsequent three (3) years.
6. BENEFITS: You will be eligible for all Employee Benefits, Medical,
Dental, Vision, Life, Long Term Disability Insurance and 401(k) per The
Companies standard benefit program. Vacation will accrue at a rate equal to
15 days a year.
7. RENEWAL: You agree that for the period commencing 90 days prior to the
conclusion of the above mentioned term and continuing for 30 days, you will
enter into exclusive negotiations regarding the renewal of this agreement.
If at the end of the Term you and Trimark are unable to reach an agreement
regarding the renewal of your employment with Trimark, your employment with
Trimark shall continue on a month to month basis
EXHIBIT 10.107. (CONTINUED)
at the same terms contained in this agreement unless terminated by Trimark or
you upon 30 days prior written notice.
8. MITIGATION: If you are terminated by Trimark for any reason other than
cause, Trimark will pay you the remaining sums due you pursuant to this
Agreement, in accordance with your regular payment schedule, throughout the
Term until such time as you shall become otherwise employed in a job of equal
or greater compensation, otherwise Trimark shall make up the difference
through the duration of the Term. You will also be eligible to receive all
employee benefits, medical, dental, vision, life and 401(k) per Trimark's
standard benefit program through the duration of the Term or until such time
as you become otherwise employed with equivalent Employee Benefits.
9. CONFIDENTIAL INFORMATION; RESULTS AND PROCEEDS: You hereby expressly
agree that while employed by Trimark you will not disclose any confidential
matters of Trimark prior to, during or after your employment including the
specifics of this contract. In addition, you agree that Trimark shall own
all rights of every kind and character throughout the universe, in perpetuity
to any material and/or idea suggested or submitted by you or suggested or
submitted to you by a third party that occurs during the Term and are within
the scope of your employment and responsibilities hereunder. You agree also
that during the Term, Trimark shall own all other results and proceeds of
your services that are related to your employment and responsibilities
hereunder.
This Agreement shall be binding and supersedes any and all other
agreements, either oral or in writing. Any modification of this agreement
will be effective only if signed by Trimark and you.
Sincerely,
Tim Swain
Executive Vice President
If the above meets with your approval, please countersign this letter
and return the fully executed letter to me.
AGREED TO AND ACCEPTED BY:
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Andrew Reimer Date
Social Security Number: ###-##-####