Atari Inc – ‘10-K’ for 3/31/99 – EX-10.52

On:  Tuesday, 6/29/99   ·   For:  3/31/99   ·   Accession #:  950123-99-6067   ·   File #:  0-27338

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Gt Interactive Software Corp.                         69    427K 
 2: EX-10.50    Warehouse Services Contract                           16     52K 
 3: EX-10.51    Letter Agreement                                       2     11K 
 4: EX-10.52    Agreement With Ronald Chaimowitz                       2±    11K 
 5: EX-10.53    Employment Agreement                                  14     66K 
 6: EX-10.54    Amendment to Employment Agreement With Chemerow        2     12K 
 7: EX-21.1     Subsidiaries of the Registrant                         2      8K 
 8: EX-23.1     Consent of Arthur Andersen LLP                         1      6K 
 9: EX-27.1     Financial Data Schedule                                1      7K 

EX-10.52   —   Agreement With Ronald Chaimowitz

EX-10.52
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                                                                   EXHIBIT 10.52

 AGREEMENT

        AGREEMENT, dated as of February 19, 1999, between GT
INTERACTIVE SOFTWARE CORP., a Delaware corporation (the "Company"), and RONALD  
CHAIMOWITZ, the undersigned individual ("Executive").                           

                 WHEREAS, effective February 8, 1999, the Company employed Mr.
Thomas Heymann as Chairman and Chief Executive Officer of the Company, and such 
employment would entitle the Executive to exercise his rights under Sections    
5(d)(i)(B) and 5(d)(ii)(C) of the Employment Agreement, dated April 28, 1998,   
between Executive and the Company (the "Employment Agreement").                 

               NOW THEREFORE, IN CONSIDERATION of the mutual covenants and
agreements hereinafter set forth, the Company and Executive agree as follows:   

             1. CEO of OZM. Executive agrees to remain employed by the
Company, subject to Section 3 hereof, as the Chairman and Chief Executive       
Officer of the Company's One Zero Media internet subsidiary ("OZM") and in that 
capacity to produce a business plan for OZM (the "Business Plan"), which        
Business Plan shall include a strategic plan, as well as business strategies,   
projected income, expense, capital expenditure and cash flow through the period 
March 31, 2000, which will be delivered to the Board of Directors of the Company
not later than March 17, 1999 and prior thereto discussed with Mr. Heymann.     

                  2. Amount in Lieu of Bonus. The Company shall pay to Executive
the amount of One Million Four Hundred Thousand Dollars ($1,400,000) in cash on 
or before March 31, 1999, as full payment of all amounts referred to as "60% of 
such Base Salary in lieu of bonus," pursuant to Section 5(d)(i) of the          
Employment Agreement.                                                           

               3. Termination. If on or before March 31, 1999, the Company
and the Executive do not execute the Amended Employment Agreement in the form   
attached hereto as Exhibit A, then either the Company or the Executive may      
notify the other that it is not prepared to proceed with the Business Plan, and 
in such case, Executive shall promptly terminate his employment with the Company
and OZM and the terms of the Employment Agreement shall govern (except for      
amounts referred to as "60% of such Base Salary in lieu of bonus" under Section 
5(d)(i) of the Employment Agreement, which amounts will be discharged by the    
Company by complying with Section 2 above) and Executive shall be deemed to have
resigned for Good Reason (as defined in Section 5(b) of the Employment          
Agreement).                                                                     

                IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed on its behalf by an officer thereunto duly authorized and      
Executive has duly executed this Agreement, all as of the date and year first   
written above.                                                                  

GT INTERACTIVE SOFTWARE CORP.:              EXECUTIVE:                          

By: /s/ JOSEPH CAYRE                        /S/ RONALD CHAIMOWITZ               
  --------------------------               -----------------------------------
Name:    Joseph Cayre                       Ronald Chaimowitz                   
Title:  Chairman Emeritus                                                       

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
		3/31/00		10-K,  10-K/A
Filed on:		6/29/99		8-K
For Period End:		3/31/99		10-K405/A
		3/17/99
		2/19/99
		2/8/99
		4/28/98
				List all Filings