TVN Entertainment Corp – ‘S-4’ on 5/20/99 – EX-10.12

As of:  Thursday, 5/20/99   ·   Accession #:  944209-99-871   ·   File #:  333-78957

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               148    806K 
                          Business-Combination Transaction                       
 2: EX-1.1      Placement Agreement                                   27    117K 
 3: EX-3.1      Amended & Restated Certificate of Incorporation       39    131K 
 4: EX-3.2      Tvn Entertainment Corp. Bylaws                        26    104K 
 5: EX-4.1      Securityholder Agreement Dated 8/29/1997              34    127K 
 6: EX-4.2      Amendment to Securityholders Agreement                 3     19K 
 7: EX-4.3      Indenture - Tvn Entertainment Corp & Bank of Ny      104    454K 
 8: EX-4.4      Warrant Agreement-Tvn Entertainment & Bank of Ny      68    232K 
 9: EX-4.5      Warrant Registration Rights Agreement                 15     60K 
10: EX-4.7      Notes Registration Rights Agreement                   22     94K 
11: EX-5.1      Wilson Sonsini Goodrich & Rosati Opinion               3     22K 
12: EX-10.1     Transponder Lease Agmt. - Galaxy Iii R                45    175K 
21: EX-10.10    Employment Agreement - Arthur Fields                   8     42K 
22: EX-10.11    Employment Agreement - Michael Wex                     6     34K 
23: EX-10.12    Severance Agreement - John C. McWilliams               1     12K 
24: EX-10.13    Employment Agreement - David Sears                     4     22K 
25: EX-10.14    Memorandum of Understanding                            8     36K 
13: EX-10.2     Galaxy Iii R Transponder Service Agreement            17     65K 
14: EX-10.3     Transponder Lease Agreement - Galaxy Ix               32    136K 
15: EX-10.4     Galaxy Ix Transponder Service Agreement               16     62K 
16: EX-10.5     1996 Stock Option Plan - Tvn Entertainment Corp.      28    110K 
17: EX-10.6     Service & License Agreement - Hits and Tvn            17     70K 
18: EX-10.7     Csg Master Subscriber Mgmt Systems Agmt               28    143K 
19: EX-10.8     Employment Agreement - Stuart Z. Levin                 8     44K 
20: EX-10.9     Employment Agreement - Jim Ramo                       12     59K 
26: EX-21.1     Subsidiaries of the Registrant                         1      9K 
27: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1     10K 
28: EX-25.1     Statement of Eligibility of Trustee                    4     25K 
29: EX-27.1     Financial Data Schedule                                2     12K 
30: EX-99.1     Form of Letter of Transmittal                         13     63K 
31: EX-99.2     Form of Notice of Guaranteed Delivery                  4     19K 
32: EX-99.3     Form of Exchange Agent Agreement                       9     38K 

EX-10.12   —   Severance Agreement – John C. McWilliams

EX-10.12
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                                                                   EXHIBIT 10.12

[TVN ENTERTAINMENT CORPORATION LETTERHEAD]  

SEVERANCE AGREEMENT 

This Severance Agreement is entered into as of January 23, 1996, between TVN    
Entertainment Corporation, a Delaware Corporation (the "Company"), and John C.  
McWilliams, an individual ("Employee"), with reference to the following:        

Upon termination of Employee's employment by Company for its convenience, in    
full and complete satisfaction of any and all claims Employee has or may have   
against the Company, its officers, directors and employees, including but not   
limited to termination compensation or wrongful termination, the Company agrees 
that it shall continue to pay to Employee, as severance pay, Employee's then    
current full Base Salary for a period of six months after the effective dates of
such termination, less any amounts Employee actually earns in respect of such   
period as a result of his employment by any other employer.  In the event of    
such termination, Employee shall diligently and promptly seek new employment at 
a level commensurate with his duties hereunder.                                 

IN WITNESS HEREOF, the parties have caused this agreement to be duly executed as
of the date hereinabove set forth.                                              

THE COMPANY                                    EMPLOYEE                         

TVN ENTERTAINMENT CORPORATION                                                   
a Delaware Corporation                                                          

By /s/ Art Fields                              /s/ John C. McWilliams           
----------------------------                 ----------------------------   
Art Fields                                     John C. McWilliams               
Sr. Executive Vice President                                                    

Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
Filed on:		5/20/99		None on these Dates
		1/23/96
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