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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/12/13 Warner Music Group Corp. 10-K 9/30/13 123:26M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.83M
2: EX-10.10 Material Contract HTML 55K
3: EX-10.12 Material Contract HTML 55K
4: EX-10.48 Material Contract HTML 192K
5: EX-21.1 Subsidiaries List HTML 61K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 35K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 35K
118: R1 Document and Entity Information HTML 65K
75: R2 Consolidated Balance Sheets HTML 160K
71: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
24: R4 Consolidated Statements of Operations HTML 104K
73: R5 Consolidated Statements of Operations HTML 37K
(Parenthetical)
53: R6 Consolidated Statement of Comprehensive Loss HTML 69K
99: R7 Consolidated Statements of Cash Flows HTML 161K
54: R8 Consolidated Statements of Cash Flows HTML 37K
(Parenthetical)
57: R9 Consolidated Statement of Equity HTML 122K
25: R10 Description of Business HTML 52K
55: R11 Basis of Presentation HTML 40K
98: R12 Summary of Significant Accounting Policies HTML 104K
89: R13 Acquisition of Parlophone Label Group HTML 70K
72: R14 Merger HTML 62K
114: R15 Property, Plant and Equipment HTML 48K
95: R16 Goodwill and Intangible Assets HTML 77K
21: R17 Other Noncurrent Liabilities HTML 44K
29: R18 Debt HTML 68K
113: R19 Income Taxes HTML 120K
117: R20 Employee Benefit Plans HTML 40K
120: R21 Restructuring HTML 54K
116: R22 Share-Based Compensation Plans HTML 61K
80: R23 Related Party Transactions HTML 52K
26: R24 Commitments and Contingencies HTML 64K
52: R25 Derivative Financial Instruments HTML 57K
37: R26 Segment Information HTML 109K
36: R27 Additional Financial Information HTML 39K
59: R28 Fair Value Measurements HTML 76K
79: R29 Subsequent Events HTML 39K
92: R30 Quarterly Financial Information HTML 95K
43: R31 Guarantor And Non-Guarantor Subsidiaries Financial HTML 1.21M
Information
60: R32 Schedule II - Valuation and Qualifying Accounts HTML 63K
105: R33 Basis of Presentation (Policies) HTML 183K
40: R34 Summary of Significant Accounting Policies HTML 61K
(Tables)
87: R35 Acquisition of Parlophone Label Group (Tables) HTML 60K
88: R36 Merger (Tables) HTML 61K
63: R37 Property, Plant and Equipment (Tables) HTML 47K
35: R38 Goodwill and Intangible Assets (Tables) HTML 76K
86: R39 Other Noncurrent Liabilities (Tables) HTML 43K
41: R40 Debt (Tables) HTML 58K
58: R41 Income Taxes (Tables) HTML 123K
93: R42 Restructuring (Tables) HTML 50K
47: R43 Share-Based Compensation Plans (Tables) HTML 51K
82: R44 Commitments and Contingencies (Tables) HTML 52K
70: R45 Segment Information (Tables) HTML 106K
39: R46 Fair Value Measurements (Tables) HTML 71K
102: R47 Quarterly Financial Information (Tables) HTML 93K
31: R48 Guarantor And Non-Guarantor Subsidiaries Financial HTML 1.21M
Information (Tables)
42: R49 Description of Business - Additional Information HTML 44K
(Detail)
69: R50 Summary of Significant Accounting Policies - HTML 44K
Additional Information (Detail)
76: R51 Summary of Significant Accounting Policies - HTML 48K
Schedule of Comprehensive Income (Loss) (Detail)
101: R52 Acquisition of Parlophone Label Group - Additional HTML 51K
Information (Detail)
22: R53 Acquisition of Parlophone Label Group - HTML 86K
Preliminary Estimate of Acquisition Consideration
and Preliminary Purchase Price Allocation to
Estimated Fair Value of Assets Acquired and
Liabilities Assumed (Detail)
84: R54 Acquisition of Parlophone Label Group - Components HTML 44K
of Intangible Assets Identified and Useful Lives
(Detail)
66: R55 Acquisition of Parlophone Label Group - Business HTML 42K
Acquisition Pro Forma Financial Information
(Detail)
28: R56 Merger - Additional Information (Detail) HTML 40K
34: R57 Merger - Consideration Transferred and Fair Value HTML 91K
of Assets and Liabilities Acquired (Detail)
74: R58 Merger - Components of Intangible Assets HTML 51K
Identified (Detail)
111: R59 Property, Plant and Equipment - Schedule of HTML 50K
Property, Plant and Equipment (Detail)
122: R60 Goodwill and Intangible Assets - Changes in HTML 50K
Goodwill for Each Reportable Segment (Detail)
121: R61 Goodwill and Intangible Assets - Additional HTML 37K
Information (Detail)
90: R62 Goodwill and Intangible Assets - Schedule of Other HTML 56K
Intangible Assets (Detail)
46: R63 Goodwill and Intangible Assets - Expected HTML 51K
Amortization of Intangible Assets (Detail)
44: R64 Other Noncurrent Liabilities - Summary of Other HTML 53K
Noncurrent Liabilities (Detail)
85: R65 Debt - Long-term Debt (Detail) HTML 60K
110: R66 Debt - Long-term Debt (Parenthetical) (Detail) HTML 69K
27: R67 Debt - 2012 Debt Refinancing - Additional HTML 131K
Information (Detail)
115: R68 Debt - Interest Rates - Additional Information HTML 42K
(Detail)
48: R69 Debt - Additional Information (Detail) HTML 54K
64: R70 Income Taxes - Schedule of Domestic and Foreign HTML 49K
Pretax (Loss) Income from Continuing Operations
(Detail)
61: R71 Income Taxes - Current and Deferred Income Taxes HTML 76K
(Detail)
45: R72 Income Taxes - Current and Deferred Income Taxes HTML 37K
(Parenthetical) (Detail)
56: R73 Income Taxes - Differences between U.S. Federal HTML 72K
Statutory Income Tax Rate of 35% and Income Taxes
Provided (Detail)
97: R74 Income Taxes - Significant Components of Company's HTML 72K
Net Deferred Tax Assets/(Liabilities) (Detail)
78: R75 Income Taxes - Additional Information (Detail) HTML 46K
17: R76 Income Taxes - Reconciliation of Unrecognized Tax HTML 48K
Benefits (Detail)
83: R77 Employee Benefit Plans - Additional Information HTML 47K
(Detail)
18: R78 Restructuring - Additional Information (Detail) HTML 46K
77: R79 Restructuring - Summary of Restructuring Activity HTML 49K
(Detail)
32: R80 Restructuring - Summary of Charges in Consolidated HTML 38K
Statement of Operations (Detail)
108: R81 Share-Based Compensation Plans - Additional HTML 64K
Information (Detail)
104: R82 Share-Based Compensation Plans - Summary of HTML 78K
Company's Share Awards (Detail)
112: R83 Related Party Transactions - Additional HTML 76K
Information (Detail)
119: R84 Commitments and Contingencies - Additional HTML 46K
Information (Detail)
123: R85 Commitments and Contingencies - Future Minimum HTML 70K
Payments Under Non-Cancelable Capital and
Operating Leases (Net of Sublease Income) (Detail)
16: R86 Commitments and Contingencies - Schedule of HTML 42K
Capital Lease Amounts Included in Property, Plant
and Equipment (Detail)
30: R87 Derivative Financial Instruments - Additional HTML 63K
Information (Detail)
109: R88 Segment Information - Schedule of Segment HTML 70K
Information (Detail)
91: R89 Segment Information - Long-Lived Assets and HTML 49K
Revenue by Geographical Areas (Detail)
100: R90 Segment Information - Additional Information HTML 39K
(Detail)
96: R91 Additional Financial Information - Additional HTML 43K
Information (Detail)
19: R92 Fair Value Measurements - Schedule of Fair Value HTML 70K
of Financial Instruments (Detail)
49: R93 Fair Value Measurements - Reconciliation of Net HTML 41K
Assets and Liabilities Classified as Level 3
(Detail)
50: R94 Fair Value Measurements - Additional Information HTML 37K
(Detail)
65: R95 Subsequent Events - Additional Information HTML 57K
(Detail)
51: R96 Quarterly Financial Information - Quarterly HTML 98K
Information (Detail)
107: R97 Quarterly Financial Information - Quarterly HTML 41K
Information (Parenthetical) (Detail)
38: R98 Guarantor And Non-Guarantor Subsidiaries Financial HTML 43K
Information - Additional Information (Detail)
20: R99 Guarantor And Non-Guarantor Subsidiaries Financial HTML 225K
Information - Consolidating Balance Sheet (Detail)
106: R100 Guarantor And Non-Guarantor Subsidiaries Financial HTML 128K
Information - Consolidating Statement of
Operations (Detail)
62: R101 Guarantor And Non-Guarantor Subsidiaries Financial HTML 91K
Information - Consolidating Statement of
Comprehensive Income (Detail)
94: R102 Guarantor And Non-Guarantor Subsidiaries Financial HTML 285K
Information - Consolidating Statement of Cash
Flows (Detail)
81: R103 Guarantor And Non-Guarantor Subsidiaries Financial HTML 42K
Information - Consolidating Statement of Cash
Flows (Parenthetical) (Detail)
103: R104 Valuation and Qualifying Accounts (Detail) HTML 49K
68: XML IDEA XML File -- Filing Summary XML 197K
23: EXCEL IDEA Workbook of Financial Reports XLSX 537K
67: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 4.70M
10: EX-101.INS XBRL Instance -- wmg-20130930 XML 7.15M
12: EX-101.CAL XBRL Calculations -- wmg-20130930_cal XML 405K
13: EX-101.DEF XBRL Definitions -- wmg-20130930_def XML 1.41M
14: EX-101.LAB XBRL Labels -- wmg-20130930_lab XML 1.89M
15: EX-101.PRE XBRL Presentations -- wmg-20130930_pre XML 1.76M
11: EX-101.SCH XBRL Schema -- wmg-20130930 XSD 299K
33: ZIP XBRL Zipped Folder -- 0001193125-13-470757-xbrl Zip 369K
| EX-10.10 |
Exhibit 10.10
Effective January 1, 2013
Rob Wiesenthal
c/o Warner Music Inc.
75 Rockefeller Plaza
Dear Rob,
This letter summarizes the terms of your continued employment with Warner Music Inc. (“Company”), as described below. As of January 1, 2013 (the “Effective Date”), you shall commence “at-will” employment with Company. This means that either you or Company will have the right to end the employment relationship for any reason, at any time, with or without notice and with or without cause. Your at-will status shall not be affected by this letter and your at-will relationship with Company cannot be changed by anything that is said or written or by conduct unless such change is specifically acknowledged in a document that is signed by an authorized executive of Company.
In addition, you and Company both acknowledge and agree that as of the Effective Date, you will (i) become a Service Member (as such term is defined in the in the Limited Liability Company Agreement of WMG Management Holdings, LLC, dated January 1, 2013 (the “LLC Agreement”)) of WMG Management Holdings, LLC and (ii) be eligible to participate in the Warner Music Group Corp. Senior Management Free Cash Flow Plan (the “Plan”), in each case, in accordance with the terms and conditions of the LLC Agreement and the Plan, as applicable, and shall be subject to the applicable terms and conditions therein. For the avoidance of doubt, in the event of a conflict between the terms and conditions of the LLC Agreement or the Plan and the terms and conditions contained herein, the terms of the LLC Agreement or Plan, as applicable, shall govern. Notwithstanding anything to the contrary in this letter, any entitlements that you may have under the Plan shall be treated in accordance with the terms and conditions therein.
The terms of your at-will employment shall be as follows:
1. Position: Chief Operating Officer/Corporate
2. Annual salary: $1,500,000 per year. You will be paid in accordance with Company’s normal payroll practices.
3. Annual FCF Bonus: You shall be entitled to receive an Annual FCF Bonus (as such term is defined in the Plan) in accordance with, and subject to the terms and conditions of, the Plan; provided that Free Cash Flow (as defined in the Plan) for the relevant fiscal year is greater than zero. You acknowledge and agree that, for all periods from and after the Effective Date, an Annual FCF Bonus shall be your only bonus from Company and its affiliates. In addition, with respect to the 2013 fiscal year only, you shall be paid an annual bonus in the amount of $500,000.
4. Benefits: While you are employed hereunder, you shall be entitled to all fringe benefits generally accorded to employees of Company at your level from time to time, including, but not limited to, vacation, medical health and accident, group insurance and similar benefits, provided that you are eligible under the general provisions of any applicable plan or program and Company continues to maintain such plan or program during the term of your employment.
5. Exclusivity: Your employment with Company shall be full-time and exclusive, except for your services to WMG Management Holdings, LLC; provided, however, to the extent such activities do not interfere with the performance of your duties hereunder, you shall not be precluded from the activities listed on Schedule A hereto. During the term of your employment, you shall be subject to the Non-Competition restrictions as set forth in Section 3.6(a) of the LCC Agreement.
6. Reporting: You shall work under the supervision and direction of the senior executive officers of Company and shall perform such duties as you shall reasonably be directed to perform by such senior officers.
7. Termination by Company for “Cause”: Company may at any time while you are employed by Company, by written notice, terminate your employment for Cause (as defined below), such Cause to be specified in the notice of termination. The following acts shall constitute “Cause” hereunder: (i) ceasing to perform your material duties to Company or any of its affiliates (other than as a result of vacation, approved leave, or your incapacity due to physical or mental illness or injury), which failure amounts to an extended neglect of such duties, (ii) engaging in conduct that is demonstrably and materially injurious to the business of Company or any of its affiliates, (iii) conviction of, or plea of guilty or no contest to, any misdemeanor involving as a material element fraud, dishonesty or sale or possession of illicit substances, or to a felony, (iv) failing to follow the lawful instructions of Company’s board of directors or your direct superiors to the extent such instructions have been communicated to you, or (v) your breach of any material covenant contained in this letter. Notice of termination given to you by Company shall specify the reason(s) for such termination, and in the case where a cause for termination described in clause (i), (iv) or (v) above shall be susceptible of cure, if you fail to cure such cause for termination within fifteen (15) days after the date of such notice, termination shall be effective upon the expiration of such fifteen (15)-day period, and if you cure such cause within such fifteen (15)-day period, such notice of termination shall be ineffective. In all other cases, notice of termination shall be effective on the date thereof. In the event of a termination of your employment by Company for Cause, you shall have no further rights to payments or benefits from Company other than the right to receive any accrued but unpaid salary, accrued vacation pay, any unreimbursed expenses and any accrued but unpaid benefits, in each case to the date of your termination and in accordance with the applicable Company plan or policy (collectively, the “Basic Termination Payments”), except that any entitlements you may have under the Plan shall be governed by its terms.
8. Termination by Company other than for “Cause”: Company may at any time while you are employed by Company terminate your employment for any reason other than for Cause. In the event of a termination by Company other than for Cause, death or disability, your sole remedy shall be that you shall be eligible to receive (i) the Basic Termination Payments and (ii) subject to your execution of a release, in Company’s standard form, as in effect at the time of your termination (the “Release”), and such Release having become irrevocable, within seventy (70) days following the date of termination of your employment, the Termination Payments (as such term is defined below), except that any entitlements you may have under the Plan shall be governed by its terms. Any Termination Payments payable to you under this letter shall be made by Company in accordance with its regular payroll practices, commencing on the next possible pay cycle following your date of termination, at the same salary rate as was in effect as of your date of termination, for the applicable period as is necessary to cause the full amount due to be paid; provided, that such period shall not exceed fifty-two weeks (such period, the “Payment Period”); provided further that (i) the first installment shall not be paid prior to the first possible payroll cycle after the Release becomes non-revocable or (ii) if the seventy (70) day period for execution and non-revocation of the Release begins in one calendar year and ends in a subsequent calendar year, the first of the installments of your severance pay shall be paid on the first payroll cycle after the seventieth (70th) day following the date your employment terminates, and in each case will include any installments that would previously have been paid if the Release had been effective on the date of your termination of employment. Following the delivery of an executed release pursuant to this section, you shall have no duty to seek substitute employment, and Company shall have no right of offset against any amounts paid to you under this section with respect to any compensation or fees thereafter received by you from any employment thereafter obtained or consultancy arrangement thereafter entered into by you.
For the purposes of this letter, the “Termination Payments” shall mean an amount equal to (x) seventy-five percent (75%) of your annual salary in effect at the time of your termination if the termination or resignation, as applicable, to which such payment relates occurs on or prior to the first anniversary of the Effective Date; or (y) fifty percent (50%) of your annual salary in effect at the time of your termination if the termination or resignation, as applicable, to which such payment relates occurs following the first anniversary of the Effective Date.
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9. Termination by You for “Good Reason”: In the event that your employment is terminated due to a resignation by you for “Good Reason” (as defined below), (i) you shall be eligible to receive (A) the Basic Termination Payments and (B) subject to your execution of the Release, and such release having become irrevocable, within seventy (70) days of the date of your termination of employment, the Termination Payments, payable on the terms, condition and schedule set forth in Section 8 hereof. For the avoidance of doubt, any entitlements you may have under the Plan shall be governed by its terms. “Good Reason” shall mean: (x) a material reduction in your annual salary or your Annual FCF Bonus percentage, (y) a failure by Company to pay to you any annual salary which has become payable and due to you in accordance with the terms herein, or (z) a failure by Company to pay to you any entitlement which has become payable and due to you in accordance with the terms of the Plan; provided that, within thirty (30) days following any such reduction or failure, (1) you shall have delivered written notice to Company of your intention to terminate your employment for Good Reason, which notice specifies in reasonable detail the circumstances claimed to give rise to your right to terminate your employment for Good Reason, (2) you shall have provided Company with thirty (30) days after receipt of such notice to cure such circumstances, and (3) failing a cure, you shall have terminated your employment within thirty (30) days after the expiration of the thirty (30)-day period set forth in clause (2).
10. COBRA Benefits: Under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), as amended, you may have the right, at your expense, to elect to continue your and/or your dependents’ current medical health insurance coverage including dental and vision insurance coverage under the group insurance plan maintained by Company. Further information regarding COBRA’s coverage, including enrollment forms and premium quotations, will be sent to you separately.
11. Restrictive Covenants: You hereby agree that you shall comply with and be subject to the Restrictive Covenants set forth in Section 3.6 of the LLC Agreement.
12. Indemnity: During the term of your employment and thereafter, Company shall indemnify you against expenses (including but not limited to final judgments and amounts paid in settlement to which Company has consented in writing, which consent shall not be unreasonably withheld) in connection with litigation against you arising out of the performance of your duties hereunder; provided that (i) the foregoing indemnity shall only apply to matters for which you perform your duties for Company in good faith and in a manner you reasonably believe to be in or not opposed to the best interests of Company and not in contravention of the instructions of any senior officer of Company and (ii) you shall have provided Company with prompt notice of the commencement of any such litigation. Company will provide defense counsel selected by Company. You agree to cooperate in connection with any such litigation.
13. Complete Agreement: This letter, the Plan, the LLC Agreement and the election form that you executed and submitted to Company on or prior to the Effective Date in connection with your participation in the Plan set forth the entire agreement and understanding between you and Company with respect to your at-will employment with Company, and supersede and terminate any and all prior agreements, arrangements and understandings governing the subject matter thereof. No representation, promise or inducement with respect to your at-will employment with Company has been made by either party that is not embodied in this letter, and neither party shall be bound by or liable for any such alleged representation, promise or inducement not herein set forth.
14. Miscellaneous:
a. You acknowledge that services to be rendered by you under this letter are of a special, unique and intellectual character which gives them peculiar value, and that a breach or threatened breach of any provision in this letter, will cause Company immediate irreparable injury and damage which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, without limiting any right or remedy which Company may have in such event, you specifically agree that Company shall be entitled to injunctive relief to enforce and protect its rights under this letter. The provisions of this section shall not be construed as a waiver by Company of any rights which Company may have to damages or any other remedy.
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b. This letter shall be governed by and construed according to the laws of the State of New York as applicable to agreements executed in and to be wholly performed within such State. In the unlikely event that differences arise between the parties related to or arising from this letter that are not resolved by mutual agreement, to facilitate a judicial resolution and save time and expense of both parties, Company and you agree not to demand a trial by jury in any action, proceeding or counterclaim.
c. As an at-will employee, you will be expected to comply with all of Company’s policies and procedures, including Company’s Compliance & Ethics Program, as in effect from time to time. Please understand that Company reserves the right to interpret, change, supplement and discontinue any policies, rules, benefit plans and programs at any time in its sole discretion.
d. All payments made to you hereunder shall be subject to applicable withholding and social security taxes and other ordinary and customary payroll deductions.
e. This letter is intended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will be interpreted in a manner intended to comply with Section 409A of the Code (and any related regulations or other pronouncements). Amounts payable under this letter shall be deemed not to be a “deferral of compensation” subject to Section 409A of the Code to the extent provided in the exceptions set forth in Treas. Reg. Section 1.409A-1(b)(4) (“short-term deferrals”) and Treas. Reg. Section 1.409A-1(b)(9) (“separation pay plans”) and other applicable provisions of Treas. Reg. Section 1.409A-1 through A-6. References under this letter to a termination of your employment shall be deemed to refer to the date upon which you have experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of your separation from service with Company you are a “specified employee” as defined in Section 409A of the Code (and any related regulations or other pronouncements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to you) until the date that is six months following your separation from service (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Paragraph 14(e) shall be paid to you in a lump sum and (ii) if any other payments of money or other benefits due to you hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by Company, that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to you under this letter constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to you in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this letter shall be designated as a “separate payment” within the meaning of Section 409A of the Code. For the avoidance of doubt, any continued health benefit plan coverage that you are entitled to receive following your termination of employment is expected to be exempt from Section 409A of the Code and, as such, shall not be subject to delay pursuant to this paragraph.
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If the foregoing correctly sets forth our understanding, please sign below and return this letter to Company.
Yours Sincerely,
WARNER MUSIC INC.
By: /s/ STEVE COOPER
Accepted and Agreed:
/s/ ROB WIESENTHAL
Rob Wiesenthal
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Schedule A
1. Service on the Boards of Directors of the following:
(i) TripAdvisor,
(ii) Starz, and
(iii) Jawbone; provided that Jawbone is not engaged in any business that is directly competitive with any business of Warner Music Group.
2. Rendering services to Access Industries
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/12/13 | 8-K | ||
| For Period end: | 9/30/13 | |||
| 1/1/13 | ||||
| 12/20/12 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/14 SEC UPLOAD¶ 10/06/17 1:36K Warner Music Group Corp. 3/17/14 SEC UPLOAD¶ 10/06/17 1:159K Warner Music Group Corp. |