|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/17 Twenty-First Century Fox, Inc. 10-Q 9/30/17 80:16M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 873K
2: EX-10.2 Material Contract HTML 43K
3: EX-12.1 Statement re: Computation of Ratios HTML 39K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 32K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 27K
13: R1 Document and Entity Information HTML 48K
14: R2 Unaudited Consolidated Statements of Operations HTML 87K
15: R3 Unaudited Consolidated Statements of Comprehensive HTML 57K
Income
16: R4 Unaudited Consolidated Statements of Comprehensive HTML 26K
Income (Parenthetical)
17: R5 Consolidated Balance Sheets HTML 126K
18: R6 Consolidated Balance Sheets (Parenthetical) HTML 35K
19: R7 Unaudited Consolidated Statements of Cash Flows HTML 112K
20: R8 Basis of Presentation HTML 37K
21: R9 Acquisitions, Disposals and Other Transactions HTML 35K
22: R10 Inventories, Net HTML 110K
23: R11 Investments HTML 66K
24: R12 Fair Value HTML 232K
25: R13 Borrowings HTML 27K
26: R14 Stockholders' Equity HTML 342K
27: R15 Equity-Based Compensation HTML 50K
28: R16 Commitments and Contingencies HTML 37K
29: R17 Segment Information HTML 212K
30: R18 Additional Financial Information HTML 68K
31: R19 Supplemental Guarantor Information HTML 1.34M
32: R20 Summary of Significant Accounting Policies HTML 58K
(Policies)
33: R21 Inventories, Net (Tables) HTML 109K
34: R22 Investments (Tables) HTML 63K
35: R23 Fair Value (Tables) HTML 235K
36: R24 Stockholders' Equity (Tables) HTML 345K
37: R25 Equity-Based Compensation (Tables) HTML 48K
38: R26 Segment Information (Tables) HTML 213K
39: R27 Additional Financial Information (Tables) HTML 67K
40: R28 Supplemental Guarantor Information (Tables) HTML 1.33M
41: R29 Basis of Presentation (Narrative) (Details) HTML 25K
42: R30 Acquisitions (Narrative) (Details) HTML 65K
43: R31 Disposals (Narrative) (Details) HTML 25K
44: R32 Inventories, Net (Schedule of Inventories, Net) HTML 60K
(Details)
45: R33 Inventories, Net (Schedule of Inventories, Net) HTML 33K
(Parenthetical) (Details)
46: R34 Investments (Schedule of Investments) (Details) HTML 39K
47: R35 Investments (Schedule of Investments) HTML 35K
(Parenthetical) (Details)
48: R36 Investments (Narratives) (Details) HTML 39K
49: R37 Fair Value (Schedule of Financial Assets and HTML 62K
Liabilities Carried at Fair Value on a Recurring
Basis) (Details)
50: R38 Fair Value (Narrative) (Details) HTML 33K
51: R39 Fair Value (Borrowings) (Details) HTML 28K
52: R40 Fair Value (Schedule of Financial Instruments Used HTML 37K
to Hedge Certain Exposures to Foreign Currency
Exchange Rate Risks) (Details)
53: R41 Fair Value (Schedule of Financial Instruments Used HTML 33K
to Hedge Certain Exposures to Foreign Currency
Exchange Rate Risks) (Parenthetical) (Details)
54: R42 Fair Value (Schedule of Financial Instruments Used HTML 31K
to Hedge Certain Exposures to Interest Rate Risks)
(Details)
55: R43 Borrowings (Narrative) (Details) HTML 40K
56: R44 Stockholders' Equity (Schedule of Changes in HTML 50K
Stockholders' Equity) (Details)
57: R45 Stockholders' Equity (Schedule of Changes in HTML 27K
Stockholders' Equity) (Parenthetical) (Details)
58: R46 Stockholders' Equity (Other Comprehensive Income) HTML 75K
(Details)
59: R47 Stockholders' Equity (Earnings Per Share Data) HTML 32K
(Details)
60: R48 Stockholders' Equity (Narrative) (Details) HTML 39K
61: R49 Stockholders' Equity (Schedule of Dividends HTML 29K
Declared) (Details)
62: R50 Equity-Based Compensation (Summary of Equity-Based HTML 30K
Compensation) (Details)
63: R51 Equity-Based Compensation (Narrative) (Details) HTML 41K
64: R52 Commitments and Contingencies (Narrative) HTML 41K
(Details)
65: R53 Segment Information (Narrative) (Details) HTML 49K
66: R54 Segment Information (Reconciliation from Income HTML 47K
from Continuing Operations Before Income Tax
Expense to Total Segment OIBDA) (Details)
67: R55 Segment Information (Reconciliation of Revenues HTML 39K
and Segment OIBDA from Segments to Consolidated)
(Details)
68: R56 Segment Information (Reconciliation of HTML 36K
Depreciation and Amortization from Segments to
Consolidated) (Details)
69: R57 Segment Information (Reconciliation of Assets from HTML 38K
Segments to Consolidated) (Details)
70: R58 Segment Information (Reconciliation of Revenues by HTML 34K
Components to Consolidated) (Details)
71: R59 Additional Financial Information (Narrative) HTML 29K
(Details)
72: R60 Additional Financial Information (Other, Net) HTML 31K
(Details)
73: R61 Additional Financial Information (Other, Net) HTML 26K
(Parenthetical) (Details)
74: R62 Additional Financial Information (Supplemental HTML 28K
Cash Flows Information) (Details)
75: R63 Supplemental Guarantor Information (Supplemental HTML 100K
Condensed Consolidating Statements of Operations)
(Details)
76: R64 Supplemental Guarantor Information (Supplemental HTML 156K
Condensed Consolidating Balance Sheets) (Details)
77: R65 Supplemental Guarantor Information (Supplemental HTML 99K
Condensed Consolidating Statements of Cash Flows)
(Details)
79: XML IDEA XML File -- Filing Summary XML 151K
78: EXCEL IDEA Workbook of Financial Reports XLSX 79K
7: EX-101.INS XBRL Instance -- fox-20170930 XML 5.67M
9: EX-101.CAL XBRL Calculations -- fox-20170930_cal XML 227K
10: EX-101.DEF XBRL Definitions -- fox-20170930_def XML 613K
11: EX-101.LAB XBRL Labels -- fox-20170930_lab XML 977K
12: EX-101.PRE XBRL Presentations -- fox-20170930_pre XML 922K
8: EX-101.SCH XBRL Schema -- fox-20170930 XSD 159K
80: ZIP XBRL Zipped Folder -- 0001564590-17-022900-xbrl Zip 204K
Exhibit 10.2
Senior Executive Vice President and Group General Counsel
Twenty-First Century Fox, Inc.
1211 Avenue of the Americas
|
|
|
|
Dear Gerson:
This letter agreement (the “Letter Agreement”) is intended to constitute a binding modification to your Employment Agreement dated as of February 1, 2012, and as amended on September 26, 2014, (together, the “Agreement”) with 21st Century Fox America, Inc. (the “Company”), a wholly owned subsidiary of Twenty-First Century Fox, Inc. (“21CF”), and shall confirm the terms and conditions which will apply to your Agreement as from July 1, 2017. All terms and conditions set forth in the Agreement remain in effect unless otherwise amended by the terms and conditions outlined below. Capitalized terms used and not defined herein shall have the meanings given such terms in the Agreement.
The Company and you agree that the Agreement is hereby amended as follows:
1.Duties.
The Company and you hereby agree that Section 1(c) of the Agreement shall be deleted in its entirety and replaced as follows: “in such capacities, report directly to the Chief Executive Officer of 21CF and Lachlan K. Murdoch, the Executive Chairman of 21CF and the Boards of Directors of 21CF, the Company and FEG;”.
2.Term of Employment.
|
|
a. |
Section 2 of the Agreement states that the Term of Employment shall mean the period from February 1, 2012 through June 30, 2017. The Company and you hereby agree to extend the Term of Employment through June 30, 2020. |
|
|
b. |
The Company and you hereby agree that the following shall be added to the end of Section 2 of the Agreement: “Upon such earlier termination of the Term of Employment by Executive without good reason, the Executive shall provide, upon request by the Company, non-exclusive consulting services to the Company and its affiliates through June 30, 2020.” |
3.Compensation.
|
|
a. |
The Company and you hereby agree to amend Section 4 of the Agreement to include that your Annual Target Bonus for the fiscal years ending June 30, 2018, 2019 and 2020 will be no less than $3,500,000 with a maximum bonus of $7,000,000. |
|
|
b. |
The Company and you hereby agree to amend Section 4 of the Agreement to include that for each of the FY 2018-2020, FY 2019-2021 and FY 2020-2022 performance cycles (collectively, the “2020/2021/2022 PSU Awards”), you shall be awarded a target amount of no less than $3,000,000 and the PSU Maximum Opportunity shall be no greater than 150% of the PSU Target Number where the PSU Target Number for such cycles is determined by dividing $3,000,000 (or such other higher award number) by the 20-day average closing price of 21CF’s Class A common stock, par value $0.01 per share, ending on June 30 of the prior Fiscal Year at the start of the performance cycle. |
1
4.Termination Provisions.
|
|
a. |
The Company and you hereby agree that the last paragraph of Section 4 of the Agreement shall be deleted in its entirety and replaced as follows: “In the case of any termination of the Executive which is on or prior to the last day of the performance period of any outstanding PSU Award, the Executive shall continue to be eligible to earn the full value of such PSU Award which shall be calculated and paid at the end of the applicable performance period as if no termination had occurred, except if the Executive is terminated for cause pursuant to Section 8(c), all benefits under the LTIP, including but not limited to the Performance-Based LTIPs, will be forfeited.” |
|
|
b. |
The Company and you hereby agree that the following shall be added to the end of Section 4 of the Agreement: “Notwithstanding the foregoing, in the event that the Agreement expires during a performance cycle of a PSU Award, the Executive shall continue to be eligible to earn the full value of such PSU Award.” |
|
|
c. |
The second proviso of the first sentence of Section 10(d) of the Agreement states that upon the expiration of the Agreement on June 30, 2017, the Executive shall be entitled to the payment of any Unpaid Prior Year Bonus and annual bonus for the fiscal year ending June 30, 2017 and all PSU Awards shall be treated as provided for in Section 4 hereof. The Company and you hereby agree that the reference to “June 30, 2017” shall be amended to reference “June 30, 2020” and the “annual bonus for the fiscal year ending June 30, 2017” in this clause shall be deleted in its entirety and replaced with the “annual bonus for the fiscal year ending June 30, 2020”. |
5.Confidentiality; Covenants; Restriction on Competition.
|
|
a. |
The Company and you hereby agree that the following shall be added to the end of Section 7(a) of the Agreement: “The Executive understands that notwithstanding the foregoing, nothing in this Agreement prohibits him from truthfully reporting to any governmental agency or governmental entity information concerning possible violations of law, rule or regulation. Pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an employer for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to his or her attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order.” |
|
|
b. |
The Company and you hereby agree that Section 7(c)(i) shall be deleted in its entirety and replaced as follows: “Executive covenants that, while he is an Executive of the Company and for a period ending one year after the expiration or termination of this Agreement (whether by the Executive or by the Company for any reason) or, if Executive terminates the Agreement without good reason, June 30, 2020, if later (“Restrictive Period”), he will not engage in or participate in, directly or indirectly, any business in the United States or any other country in which the Company or 21CF is currently doing business or Executive was aware that the Company or 21CF intends to do business (as an agent, officer, executive, employee, partner, consultant, advisor or otherwise), which is in competition with the Company or 21CF; provided, however, that nothing herein contained shall prohibit the Executive from (i) owning not more than five (5%) percent of the outstanding stock of any publicly held corporation or (ii) accepting employment with, or providing services to, any entity that is in competition with the Company or 21CF so long as the Executive works solely in a subsidiary, division or other distinct unit of such entity that does not engage in, and is not actively planning to engage in, such competition with the Company or 21CF.” |
2
By counter-signing this letter agreement, you acknowledge and agree to be bound by the terms hereof.
|
Sincerely, |
||
|
|
|
|
|
21ST CENTURY FOX AMERICA, INC. |
||
|
|
|
|
|
By: |
|
/s/ John Nallen |
|
Name: John Nallen |
||
|
Title: SEVP, CFO |
||
|
Acknowledged and Agreed: |
|
|
|
/s/ Gerson Zweifach |
3
The undersigned guarantees the performance of the foregoing amendment in all respects.
|
TWENTY-FIRST CENTURY FOX, INC. |
||
|
|
|
|
|
By: |
|
/s/ John Nallen |
|
Name: John Nallen |
||
|
Title: SEVP, CFO |
||
4
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 6/30/20 | ||||
| 6/30/19 | ||||
| 6/30/18 | 10-K, 5 | |||
| Filed as of: | 11/9/17 | |||
| Filed on: | 11/8/17 | 8-K | ||
| For Period end: | 9/30/17 | |||
| 7/1/17 | ||||
| 6/30/17 | 10-K | |||
| 4/19/17 | 4 | |||
| 9/26/14 | 8-K | |||
| 2/1/12 | 3, 8-K | |||
| List all Filings | ||||