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Lancit Media Entertainment Ltd – ‘8-K’ for 3/6/98 – EX-99

As of:  Friday, 3/6/98   ·   For:  3/6/98   ·   Accession #:  868796-98-6   ·   File #:  0-23414

Previous ‘8-K’:  ‘8-K’ on 5/8/97 for 5/6/97   ·   Latest ‘8-K’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size

 3/06/98  Lancit Media Entertainment Ltd    8-K:5       3/06/98    7:177K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report on Form 8-K                             4     17K 
 2: EX-2        Agreement and Plan of Merger                          45±   225K 
 4: EX-99       Agreement With Susan Solomon                           2±     8K 
 5: EX-99       Consulting Agreement                                   4±    16K 
 3: EX-99       Voting Agreement                                       4±    18K 
 6: EX-99       Waiver With Cecily Truett                              1      8K 
 7: EX-99       Waiver With Laurence A. Lancit                         1      8K 


EX-99   —   Waiver With Laurence A. Lancit



Waiver Reference is made to the Employment Agreement ("Employment Agreement") dated as of October 1, 1995 between Laurence A. Lancit (the "Executive") and Lancit Media Entertainment ("Lancit"). Reference is made to the Agreement and Plan of Merger ("Merger Agreement") among RCN Corporation ("RCN'), LME Acquisition Corporation ("LME") and Lancit. Pursuant to the Merger Agreement, LME, a wholly owned subsidiary of RCN, will be merged with and into Lancit whereupon Lancit will become a wholly owned subsidiary of RCN (the "Merger"); In consideration of RCN entering the Merger Agreement, (i) the Executive hereby agrees that he will not exercise his right to terminate the Employment Agreement under Paragraph 8.F(2) thereof as a result of a Change of Control (defined in the Employment Agreement) arising pursuant to the Merger or any other transactions contemplated by the Merger Agreement, including, without limitation, approval of the Merger by Lancit's shareholders, and (ii) Executive hereby waives any right to terminate the Employment Agreement under Paragraph 8.F(2) by reason of any such Change of Control arising pursuant to the Merger or any other transactions contemplated by the Merger Agreement, including, without limitation, approval of the Merger by Lancit's shareholders. For avoidance of doubt, Paragraph 8.F(3) will not apply to termination of the Executive's employment by Executive by reason of any such Change of Control arising pursuant to the Merger or any other transactions contemplated by the Merger Agreement, including, without limitation, approval of the Merger by Lancit's shareholders. As modified hereby, the Employment Agreement remains in full force and effect. This Waiver shall terminate in the event the Merger Agreement is terminated pursuant to Section 7.01 thereof or the Merger is otherwise abandoned. /s/ Laurence A. Lancit --------------------------------- LAURENCE A. LANCIT RCN CORPORATION By: /s/ PAUL SIGMUND ------------------------------------------- Name: Paul Sigmund Title: Executive Vice President LANCIT MEDIA ENTERTAINMENT, LTD By: /s/ SUSAN L. SOLOMON ------------------------------------------- Name: Susan L. Solomon Title: Chairman of the Board and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
3/9/98
Filed on / For Period End:3/6/98SC 13D
10/1/95
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Filing Submission 0000868796-98-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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