Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Fox Kids Worldwide, Inc. Form S-1 159 914K
2: EX-3.1 Certificate of Incorporation 2 16K
3: EX-3.2 Restated Certificate of Incorporation 13 68K
4: EX-3.3 Bylaws of Registrant 21 87K
5: EX-10.1 Strategic Stock Holders Agreement Dated 12/22/95 46 150K
14: EX-10.10 Shuki Levy Employment Agreement Dated 9/1/96 31 93K
15: EX-10.11 LLC Formation Agreement Dated 11/1/95 18 61K
16: EX-10.12 Operating Agreement for Fox Kids Dated 12/22/95 35 137K
17: EX-10.13 Amend No. 1 to Operating Agreement Dated 9/26/96 4 16K
18: EX-10.15 Asset Assignment Agreement Dated 12/22/95 42 140K
19: EX-10.16 Management Agreement Dated 12/22/95 10 29K
20: EX-10.17 Stock Ownership Agreement Dated 12/22/95 12 39K
21: EX-10.18 Amend No. 1 to Stock Ownership Agreement 9/26/96 6 18K
6: EX-10.2 Amend No. 1 to Stockholders Agreement 2/26/96 2 12K
22: EX-10.20 Form of Fox Broadcasting Station Affiliate Agrmnt 11 47K
7: EX-10.3 Amend No. 2 to Stockholders Agreement 9/26/96 12 37K
8: EX-10.4 Amendment No. 3 to Strategic Stockholders Agmt. 10 32K
9: EX-10.5 Form of Indemnification Agreement 10 46K
10: EX-10.6 1996 Stock Incentive Plan 37 122K
11: EX-10.7 Hiam Saban Employment Agreement Dated 12/22/95 9 37K
12: EX-10.8 Margaret Loesch Employment Agreement - 1/1/96 32 108K
13: EX-10.9 Mel Woods Employment Agreement Dated 6/1/94 25 82K
EX-10.7 — Hiam Saban Employment Agreement Dated 12/22/95
Exhibit Table of Contents
EXHIBIT 10.7
MEMORANDUM OF EMPLOYMENT AGREEMENT
This Memorandum of Employment Agreement (this "Agreement"), is made and
entered into as of December 22, 1995, by and between FOX KIDS WORLDWIDE, L.L.C.,
a Delaware limited liability company (the "Company"), and HAIM SABAN
("Executive").
R E C I T A L S
A. Concurrent with the execution of this Agreement, the closing under that
certain LLC Formation Agreement (the "LLC Formation Agreement") dated as of
November 1, 1995, among Saban Entertainment, Inc., a Delaware close corporation
("SEI"), FCN Holding, Inc., a Delaware close corporation ("FCNH") and Fox
Broadcasting Company, a Delaware corporation ("FBC") has occurred; the LLC
Formation Agreement provides, among other things, for the formation and
capitalization of the Company and the negotiation, execution and delivery of
this Agreement; and the execution and delivery of this Agreement is a condition
to that closing.
B. All terms defined in the LLC Formation Agreement which are not otherwise
defined herein shall have the same meanings when used herein; and all terms
defined in the Operating Agreement of the Company (the "Operating Agreement")
dated as of December 22, 1995, by and among SEI, FCNH and FBC, which are not
otherwise defined in the LLC Formation Agreement or this Agreement shall have
the same meanings when used herein.
C. The parties hereto have determined that it is in their respective best
interests to enter into this Agreement.
A G R E E M E N T
NOW, THEREFORE, in consideration of the foregoing facts and the mutual
covenants and agreements contained herein, the parties agree as follows:
1. Engagement. Company hereby employs Executive as the Senior Executive-
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Saban Entertainment of the Company, to manage, control and supervise, in all
respects and particulars, SEI and each of its direct and indirect subsidiaries
(other than as provided in that certain Employment Agreement dated as of July 1,
1994, by and between Executive and Saban International N.V., for certain non-
United States services of Executive (such agreement, as amended by a Memorandum
of Amendment of even date herewith, the "Other Employment Agreement")), and the
other SEI Managed Businesses, and the businesses, activities, operations,
assets, obligations and liabilities of the SEI Managed Businesses. The rights,
powers and duties of Executive as the Senior Executive-Saban Entertainment shall
include all such rights and powers
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delegated to the person holding that title pursuant to the Operating Agreement,
and shall include, without limitation, to the maximum extent permitted by law
and subject to the limitations contained in the Operating Agreement and subject
to any contractual obligations of the SEI Managed Businesses, any and all
rights, powers and obligations with respect to the SEI Managed Businesses which
under Delaware law are granted to the shareholders, Boards of Directors, general
managers and/or executive officers of the SEI Managed Businesses, including but
not limited to, the right to appoint and remove the directors of the SEI Managed
Businesses, to determine the retention, termination, and designation and
appointment of all corporate officers and other employees, and to delegate any
of such duties and responsibilities to other officers and employees of the SEI
Managed Businesses. The rights, powers and authorities delegated to the Senior
Executive-Saban hereunder shall include, but not be limited to, the exercise of
all rights, powers and authorities of the Company with respect to SEI under the
Management Agreement. All other officers of the SEI Managed Businesses shall
report to, and be subject to the final authority of, Executive.
Executive hereby accepts such engagement and agrees to be bound by all of
the terms and conditions hereof.
2. Term. The term of engagement hereunder ("Term") shall commence on
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December 22, 1995 and shall expire on the close of business on June 30, 2002,
unless sooner terminated pursuant to the terms of this Agreement.
3. No Power to Remove or Replace Executive. Except as specifically
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provided in the Operating Agreement, without the prior written consent of
Executive, the Company shall not have the right or power to remove or replace
Executive as Senior Executive-Saban Entertainment, with or without cause, or to
terminate this Agreement or to terminate or modify in any respect or particular
the rights and powers delegated to Executive pursuant to this Agreement, whether
during the Term of this Agreement or thereafter; and notwithstanding the
expiration of the Term, so long as Executive remains Senior Executive-Saban
Entertainment under the terms and conditions of the Operating Agreement, subject
to any written agreement between the parties hereto, the terms and conditions of
this Agreement shall continue to govern the terms of the employment of Executive
as Senior Executive-Saban Entertainment.
4. Exclusive Engagement. Executive shall, during the Term and for so
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long thereafter as he continues as the Senior Executive-Saban Entertainment
under the terms of the Operating Agreement, devote substantially all of his
business time to the business and affairs of the Company and the SEI Managed
Businesses and shall
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give such businesses his highest business priority; provided, however, that
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Executive shall have the right to devote a reasonable amount of time to carry on
for his own account (i) any activity within the scope of that certain music
production agreement between Haim Saban d/b/a Bubale Music and SEI, or (ii) any
activity which is outside the scope of the current or anticipated businesses of
the Company or the SEI Managed Businesses, (including, without limitation, the
management of his own investments (none of which would constitute a "Competitive
Activity" under Section 6 hereof) and/or his continued involvement in charitable
and community activities and pursuits) in each case so long as such activities
do not materially affect Executive's ability to fully and faithfully perform his
duties hereunder.
5. Compensation. In consideration for the services to be rendered by
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Executive hereunder, the Company shall pay to Employee:
(a) A base salary (i) (x) of $1,000,000 per year for each "Contract
Year" of this agreement; and (y) at the rate of $1,000,000 per year for the
period from December 22, 1995 through June 30, 1996, and for any other partial
Contract Year ( "Contract Year" shall mean that 12 calendar month period
commencing on July 1 in a year during which this Agreement is in effect); in
each case less any amounts allocable to Executive's services pursuant to Section
4(a) of the Other Employment Agreement.
If during the period from July 1, 1995 through the date of this
Agreement Executive has received payments of base salary under that certain
Employment Agreement dated as of July 1, 1994 between Executive and SEI (the
"Assumed Agreement") and/or the Other Employment Agreement (without regard to
the amendment to that document effected concurrently with the execution of this
Agreement) with respect to the current Contract Year, which payments in the
aggregate exceeded $473,972, the amount of such excess payments shall be deemed
to be payments of base salary to Executive under this Section 5(a) and Section
4(a) of the Other Employment Agreement, as amended, and shall be applied as a
credit against the first payments of base salary to be made to Executive
hereunder and under the Other Employment Agreement.
(b) Reimbursement for all ordinary and necessary out-of-pocket
expenses incurred by Executive in connection with the business of the Company,
including any entertainment expenses and any expenses incurred by Executive in
carrying on the business of the Company or the Saban Managed Businesses at
Executive's home. In addition, Company shall provide to Executive for
Executive's use Company's limousine and driver and shall further reimburse or
pay directly all gas, oil maintenance, insurance and license and registration
fees for one automobile of Executive, specified by Executive. Executive is
authorized to incur and will be reimbursed
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by the Company for all out-of pocket costs and expenses of Executive for
domestic and international business travel, including, with respect to air
travel, all costs and expenses of private air charter (which may include, if
Executive so determines, aircraft owned or personally leased by Executive or an
Affiliate of Executive, in which case Executive will be entitled to charge the
Company for the use of such aircraft at then-current market rates for comparable
aircraft). Executive shall keep such records and provide such documentation as
shall be required to substantiate such expenses in accordance with applicable
Internal Revenue regulations.
6. Noncompetition. Executive agrees that for so long as Executive
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remains Senior Executive -- Saban Entertainment under the Operating Agreement,
and for a period terminating five years thereafter (excluding, however, any
period following termination of Executive as a result of the breach of this
Agreement by the Company), he will not, directly or indirectly, provide
consultative services to, or own, manage, operate, control, participate in, or
be connected as a stockholder, partner or otherwise with, any Person (including
that Person's Affiliates) that is engaged in competition with the business of
the Company or any subsidiary of the Company, as such business has been
conducted during the 12-month period ending on the date of termination of
Executive's employment as Senior Executive - Saban Entertainment (such
activities collectively, the "Competitive Activities"). Notwithstanding the
foregoing, Executive shall not be deemed to be engaged in a Competing Activity
by reason of owning up to five percent of any class of the outstanding debt or
equity securities of a Person, any of whose securities are listed on a national
securities exchange, registered under Section 12(g) of the Securities Exchange
Act of 1934, as amended, or otherwise regularly traded in the over-the-counter
market. The provisions of Section 11 of the Assumed Agreement shall apply to any
breach by Executive of the provisions of this Section 7.
7. Additional Right to Terminate. Notwithstanding the provisions of
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Section 16 of the Assumed Agreement (as modified by the provisions of Section 8
of this Agreement), this Agreement may be terminated by the Company at any time
subsequent to the date upon which a "Terminating Event" (as that term is defined
in Section 4.10 of the Operating Agreement) has occurred, by delivery to
Executive of written notice of the Company's election to terminate Executive
pursuant hereto, accompanied by payment, in immediately available funds, and
without offset, of an amount equal to Executive's base salary for the balance of
the Term, determined by multiplying Executive's annual base salary as in effect
at the date of such notice by the number of Contract Years, and fractions of a
Contract Year, between the date of such notice and June 30, 2002.
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8. Assumed Agreement; Incorporation by Reference. All of the terms of
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the Assumed Agreement, a copy of which is attached hereto as Exhibit "A", which
are not inconsistent with this Agreement are incorporated herein by reference
and shall form a part of this Agreement, as if they had been fully set forth
herein; provided, that all references therein to "Employer," "Employee" and
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"TVE" shall refer instead, mutatis mutandis, to the Company, Executive, and the
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Senior Executive-Children's Network; the following provisions are not
incorporated herein, and shall be of no force or effect: Section 1, Section 2,
the first four sentences of Section 3, Section 4, Section 6(a)(iii), Section
7(a)(iii), the last sentence of Section 16 and Section 18; and the Company's
right to terminate the Agreement pursuant to Section 16 shall be subject to
Section 3 of this Agreement (provided, however, that Section 16 shall apply in
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full at such time as either a "Triggering Event" or a "Terminating Event," as
those terms are defined in Section 4.10 of the Operating Agreement, has
occurred); and the following provisions are modified as follows: all references
to "Section 4(a)" shall refer instead to Section 5(a) of this Agreement; and the
address set forth in Section 19 shall refer instead to 10960 Wilshire Boulevard,
Los Angeles, California 90024. Except as incorporated herein and assumed hereby,
the Assumed Agreement shall not be applicable for any periods subsequent to the
date of this Agreement, and Executive shall be the employee of the Company, and
not SEI, effective December 22, 1995.
9. Miscellaneous Provisions.
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9.1 In this Agreement, headings are for convenience only and shall
not affect interpretation, and except to the extent that the context otherwise
requires: (i) references to any legislation or to any provision of any
legislation include any modification or re-enactment of, or any legislative
provision substituted for, and all statutory instruments issued under, such
legislation or such provision; (ii) words denoting the singular include the
plural and vice versa; (iii) words denoting individuals include corporations and
other Persons and vice versa; (iv) words denoting any gender include all
genders; (v) references to any document, agreement or other instrument
(including this Agreement) include references to such document, agreement or
other instrument as amended, novated, supplemented or replaced from time to
time; (vi) references to clauses, sub-clauses, sections, sub-sections, Schedules
and Exhibits are to clauses, sub-clauses, sections, sub-sections, Schedules and
Exhibits of this Agreement; (vii) "or" is not exclusive; (viii) "$", and all
other references to dollar amounts, are in U. S. currency; (ix) references to
any party to this Agreement or any other document, agreement or other instrument
includes its successors or permitted assigns; and (x) "writing" and
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cognate expressions include all means of reproducing words in a tangible and
permanently visible form.
9.2 Notices. All notices, demands or other communications hereunder
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shall be in writing and shall be deemed to have been duly given (i) if delivered
in person, upon delivery thereof, or (ii) if mailed, certified first class mail,
postage pre-paid, with return receipt requested, on the fifth day after the
mailing, or (iii) if sent by telex or facsimile transmission, with a copy mailed
on the same day in the manner provided in (ii) above, when transmitted and
receipt is confirmed by telephone or telex or facsimile response, or (iv) if
otherwise actually delivered, when delivered:
9.2.1 If to Company, the registered agent in the State of
Delaware.
With a copy to:
Squadron, Ellenoff, Plesent & Scheinfeld, LLP
555 Fifth Avenue
New York, New York 10176
Fax: (212) 697-6686
Attn: Harvey Horowitz, Esq.
9.2.2 If to Executive:
Haim Saban
Saban Entertainment, Inc.
10960 Wilshire Boulevard
Los Angeles, CA 90024
Fax:
With a copy to:
Matthew G. Krane, Esq.
2051 Hercules Drive
Los Angeles, CA 90046
Fax: 213-851-1178
and with a copy to:
Troop Meisinger Steuber & Pasich
10940 Wilshire Boulevard, Suite 800
Los Angeles, California 90024
Attention: Richard E. Troop, Esq.
Fax: 310-443-8503
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or at such other address or addresses as may have been furnished by such Person
in like manner to the other parties.
9.3 Severability. Should any Section or any part of a Section within
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this Agreement be rendered void, invalid or unenforceable by any court of law
for any reason, such invalidity or unenforceability shall not void or render
invalid or unenforceable any other Section or part of a Section in this
Agreement.
9.4 Governing Law. THE TERMS OF THIS AGREEMENT SHALL BE GOVERNED BY
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AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE
TO CONTRACTS MADE WITHIN, AND TO BE PERFORMED WITHIN, SUCH STATE, EXCLUDING
CHOICE OF LAW PRINCIPLES OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE
LAWS OF A JURISDICTION OTHER THAN SUCH STATE.
9.5 Amendments and Waivers. Neither this Agreement nor any term
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hereof may be changed, waived, discharged or terminated orally or in writing,
except that any term of this Agreement may be amended and the observance of any
such term may be waived (either generally or in a particular instance and either
retroactively or prospectively) with (but only with) the written consent of both
parties hereto. No delay or omission to exercise any right, power or remedy
accruing to any party hereto shall impair any such right, power or remedy of
such party nor be construed to be a waiver of any such right, power or remedy
nor constitute any course of dealing or performance hereunder.
9.6 Entire Agreement. This Agreement contains the entire
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understanding of the parties, and there are no further or other agreements or
understandings, written or oral, in effect between the parties relating to the
subject matter hereof unless expressly referred to herein. No party to this
Agreement makes any representation or warranty except as expressly set forth
herein.
9.7 Formal Documentation. Pursuant to Section 4.4 of the LLC
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Formation Agreement, Executive and FCNH were to negotiate and cause to be
prepared, and to be executed and delivered, the "Saban Employment Agreements"
therein referred to. This Agreement and the amendment to the Other Employment
Agreement constitute such agreements, and are fully binding on the parties
hereto. However, in the interests of time, the terms of the Assumed Employment
Agreement incorporated herein by reference, and the terms of the Other
Employment Agreement, have not been fully negotiated by the parties; and each
party reserves the right at any time on or prior to June 30, 1996 to require
both parties to enter into negotiations with respect thereto, and to cause an
integrated contract resulting therefrom to be executed by the parties; all
disputes arising in such negotiations shall be subject to the dispute resolution
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procedures set forth in said Section 4.4. In no event shall any proposed
modifications to the provisions of Sections 1 through 5 hereof be subject to
such proceedings.
9.8 Rules of Precedence. In the event of any conflict between the
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provisions of this Agreement and either the LLC Formation Agreement, the
Operating Agreement or the Assumed Agreement, the conflicts will be resolved in
the following order of precedence: the Operating Agreement, this Agreement, the
LLC Formation Agreement and the Assumed Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Memorandum of
Employment Agreement to be duly executed and delivered as of the date first
written above.
/s/ Haim Saban
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HAIM SABAN
FOX KIDS WORLDWIDE, L.L.C
By: /s/ Jay Itzkowitz
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Its: _________________________
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CONSENT
THE UNDERSIGNED, Saban Entertainment, Inc., hereby consents to the
foregoing assumption by Fox Kids Worldwide, L.L.C., of the Employment Agreement
of Haim Saban dated as of July 1, 1994.
DATED: December 22, 1995
SABAN ENTERTAINMENT, INC.
By: /s/ Mel Woods
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Mel Woods
Its: Chief Operating Officer
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 6/30/02 | | 2 | | 4 | | | 10-Q |
| Filed on: | | 9/27/96 |
| | 6/30/96 | | 3 | | 7 |
| | 12/22/95 | | 1 | | 9 |
| | 11/1/95 | | 1 |
| | 7/1/95 | | 3 |
| | 7/1/94 | | 1 | | 9 |
| List all Filings |
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