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Acme Intermediate Holdings LLC – ‘S-4’ on 11/14/97 – EX-10.20

As of:  Friday, 11/14/97   ·   Accession #:  1024739-97-727   ·   File #:  333-40277

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

11/14/97  Acme Intermediate Holdings LLC    S-4                   59:2.7M                                   Global Fin’l … Inc/DC/FA

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               180   1.08M 
                          Business-Combination Transaction                       
 2: EX-3.1      Certificate of Formation                               1     15K 
 3: EX-3.2      Limited Liability Company Agreemen                    35    137K 
 4: EX-3.3      Articles of Incorporation                              2     18K 
 5: EX-3.4      Acme Intermediate Finance, Inc. By-Laws               14     56K 
 6: EX-4.1      Indenture                                            148    473K 
 7: EX-4.2      Indenture                                            135    432K 
 9: EX-5.1-INT  Exhibit 5.1-Int - Opinion Re: Legality                 3     23K 
 8: EX-5.1-INT  Intermediate Opinion                                   3     24K 
10: EX-10.1     Stock Purchase Agreement                              46    204K 
19: EX-10.10    Management Agreement                                  14     53K 
20: EX-10.11    Exhibit 10.11 - Amendment (Channel 32)                 2     20K 
21: EX-10.12    Exhibit 10.12 - Noncompetition Agreement for Kwbp      5     28K 
22: EX-10.13    Exhibit 10.13 - Management Agreement for Station      16     50K 
23: EX-10.14    Management Agreement                                  14     47K 
24: EX-10.15    Exhibit 10.15-Wint Escrow                              9     43K 
25: EX-10.18    Exhibit 10.18 - Affiliation Agreement for Kwbp        21     67K 
26: EX-10.19    Exhibit 10.19 - Commitment Letter From Wb              1     18K 
11: EX-10.2     Exhibit 10.2 - Escrow Agreement for Kplr              14     61K 
27: EX-10.20    Exhibit 10.20 - Employment Agreement With Gealy        6     33K 
28: EX-10.21    Exhibit 10.21 - Employment Agreement With Allen        6     32K 
29: EX-10.22    Exhibit 10.22 - Consulting Agreement With Kellner      6     30K 
30: EX-10.23    Exhibit 10.23 - Commercial Building Lease for Kwbp    15     68K 
31: EX-10.24    Exhibit 10.24 - Lease Agreement for Kwbp Tower        16     65K 
32: EX-10.25    Exhibit 10.25 - Lease Agreement for Wbxx              22     74K 
33: EX-10.26    Exhibit 10.26 - Tower Lease for Wbxx                  13     38K 
34: EX-10.27    Exhibit 10.27 - First Modification to Agreement        4     24K 
12: EX-10.3     Exhibit 10.3 - Time Brokerage Agreement               19     69K 
35: EX-10.30    Exhibit 10.30 - Studio Lease for Kplr                  4     27K 
36: EX-10.31    Exhibit 10.31 - Tower Lease for Kplr                  26     51K 
37: EX-10.32    Exhibit 10.32 - Amendment to Tower Leases for Kplr     3     22K 
38: EX-10.33    Exhibit 10.33 - Koplar/Roberts - Agreement            15     69K 
39: EX-10.35-INT  Exhibit 10.35 - Registration Rights Agreement       34    119K 
40: EX-10.36-INT  Exhibit 10.36 - Membership Unitholders Agreement    31    108K 
41: EX-10.37    Purchase Agreement for Intermediate                   41    152K 
42: EX-10.38-INT  Exhibit 10.38 - Securities Pledge Agreement         21     73K 
13: EX-10.4     Membership Contribution Agreement                     28    102K 
14: EX-10.5     Exhibit 10.5 - Asset Purchase Agreement               25     87K 
15: EX-10.6     Exhibit 10.6 - Purchase Agreement for Wbxx            63    133K 
16: EX-10.7     Exhibit 10.7-Asset Purchase Agreement for Kwbp        38    163K 
17: EX-10.8     Exhibit 10.8 - Amendment                               3     20K 
18: EX-10.9     Exhibit 10.9 - Amendment (Acme)                        3     18K 
43: EX-21.1-INT  Exhibit 21.1 - Subsidiaries                           1     15K 
44: EX-23.2     Consent of Experts and Counsel                         1     15K 
45: EX-23.3     Consents of Experts                                    1     15K 
46: EX-23.4     Consent of Experts and Counsel                         1     15K 
47: EX-24.1-INT  Power of Attorney - Allen                             1     16K 
48: EX-24.2-INT  Power of Attorney - Gealy                             1     16K 
49: EX-24.3-INT  Power of Attorney - Kellner                           1     16K 
50: EX-25.1-INT  Exhibit 25.1-Int - Statement of Eligibility          30    106K 
51: EX-27.1     Financial Data Schedule                                1     19K 
52: EX-99.1-INT  Exhibit 99.1-Int - Letter of Transmittal             20     68K 
53: EX-99.2-INT  Exhibit 99.2-Int - Notice of Guaranteed Delivery      5     26K 
54: EX-99.3-INT  Exhibit 99.3-Int - Letter to Brokers                  2     19K 
55: EX-99.4-INT  Exhibit 99.4-Int - Letter to Clients                  2     18K 
56: EX-99.5-INT  Exhibit 99.5-Int - Instruction to Holder              2     19K 
57: EX-99.6-INT  Exhibit 99.6-Int - Guidelines for Certification       7     27K 
58: EX-99.7     Consent as Member-Koplar                               1     16K 
59: EX-99.8     Consent as Member-Roberts                              1     16K 


EX-10.20   —   Exhibit 10.20 – Employment Agreement With Gealy

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EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of the 17th day of June, 1997 by and between ACME TELEVISION HOLDINGS, LLC, a Delaware limited liability company, with offices at 2450 Kiser, Tustin, California 92782 (hereinafter "Company") and DOUGLAS E. GEALY, residing at 7125 Bluffstream Court, Columbus, Ohio 43235 (hereinafter "Executive"). STATEMENT OF PURPOSE Executive is one of the Management Members of the Company as that term is defined in the Limited Liability Company Operating Agreement for the Company (the capitalized terms used in this Agreement that are not defined herein are defined in the LLC Agreement). Company wishes to employ Executive, and Executive is willing to undertake such employment on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the premises, the parties agree as follows: 1. EMPLOYMENT. The Company hereby employs Executive as President and Chief Operating Officer to perform such management and executive duties on behalf of the Company as the Chief Executive Officer or Board of Advisors of the Company may from time to time determine. 2. DUTIES. Executive hereby accepts such employment and agrees that throughout the period of his employment hereunder, he will devote his full professional time, attention, knowledge and skills faithfully, diligently and to the best of his ability in furtherance of the business of the Company. Executive currently resides with his family in Columbus, Ohio. If the Board of Advisors or 60% in interest of the holders of the Class B Founders Units, as that term is defined in the LLC Agreement, determine that it is in the best interest of the Company, Executive will relocate to a city in a Company station market (along with a majority of the Company's staff). In that event, Executive will be entitled to a relocation package satisfactory to both Executive and 60% in interest of the holders of the Class B Founders Units. 3. TERM. Executive shall be employed for a term of six (6) years subject to a reduction to five (5) years in the event of an initial public offering of the Company prior to the fifth anniversary of this Agreement, unless Executive's employment is terminated prior to the expiration of that term pursuant to the provisions hereof. After the expiration of the term, employment of the Executive shall continue at will until terminated for any reason by either the Executive or the Company upon ninety (90) days prior written notice to the other.
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4. COMPENSATION. As compensation for his services hereunder, the Company will pay Executive the following: 4.1 BASE SALARY. A Base Salary ("Base Salary") of a minimum of $250,000.00 retroactive to January 1, 1997 per annum payable in monthly installments in accordance with the Company's normal payroll practices. Starting in 1998, the Base Salary shall increase annually as of January 1 by the amount of the increase in the Consumer Price Index (All Urban Consumers) during the previous year, and shall be reviewed annually by the Company's Compensation Committee to determine whether an additional increase is appropriate. Executive's Base Salary shall be subject to reduction (and subsequent restoration) as provided in Section 4.08 of the LLC Agreement. 4.2 PERFORMANCE BONUS. Starting in 1998, Executive shall receive a performance bonus in respect of each fiscal year during the term of this Agreement in an amount up to 50% of his Base Salary in effect at the end of such fiscal year in which the Company achieves between 101% and 130% of its projected earnings before interest, taxes, depreciation and amortization, which projections have been delivered to and accepted by, the Company's Class B Founders as contemplated by the LLC Agreement and the Investment Agreement referred to therein, and adjusted as contemplated in the Investment Agreement for subsequent acquisitions (the "EBITDA Projections"). The bonus shall be awarded on a straightline basis in proportion to the EBITDA actually achieved, e.g. a bonus equal to 1 2/3% of salary for each 1% by which actual EBITDA exceeds EBITDA Projections. 4.3 MANAGEMENT CARRY. In addition to his Base Salary, performance bonus and additional benefits, Executive shall be entitled to receive a participating interest in distributions of the Company referred to as the Management Carry, which is subject to vesting and divestment, all as governed by and more particularly set out in the LLC Agreement for the Company. 4.4 ADDITIONAL BENEFITS. During the term of this Agreement, Executive shall be entitled to participate, to the extent he is eligible under the terms and conditions thereof, in any pension, profit sharing, retirement, hospitalization, insurance, medical service or other employee benefit plan generally available to the executives of the Company which may be in effect from time to time during the period of his employment hereunder, it being understood that the Company shall pay the entire costs of any health insurance or disability insurance maintained by the Company for Executive in accordance with Company's policies generally in effect. 2
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4.5 VACATIONS. Executive shall be entitled to four (4) weeks of paid vacation (in addition to Company-wide holiday periods) annually, two weeks of which may be carried forward to the following year. 5. REIMBURSEMENT. The Company shall reimburse Executive for all expenses reasonably incurred by him in connection with the performance of his duties hereunder or in the business of the Company. 6. NON-COMPETITION AND BUSINESS OPPORTUNITIES. Executive is subject to and agrees to be bound by the provisions of Section 9.02 of the LLC Agreement regarding restrictions on competition with the Company and business opportunities which provisions shall be deemed to be incorporated herein by reference as if fully set out. 7. TERMINATION. (a) The employment relationship of Executive with the Company may be terminated prior to the expiration of the term of this Agreement as contemplated by the provisions of Section 4.09 of the LLC Agreement which shall be deemed to be incorporated herein as if fully set out. In addition, the employment relationship may be terminated upon any sale of the Company or all or substantially all of the Company's assets (a "Company Sale"). (b) Severance pay shall be payable in connection with the termination of this Agreement as follows: (i) In the event of early termination by reason of Executive's death or disability, Executive or his estate will be entitled to one year's Base Salary as severance pay, payable in monthly installments in advance. (ii) In the event Executive's employment is terminated by the Company after the occurrence of a "Sales Event" as that term is defined in the Investment Agreement regarding the Company, he shall be entitled to receive one year's Base Salary as severance pay, payable in monthly installments in advance; provided, however, that in the event that the Executive has breached his FCC Cooperation obligations as set forth in the Investment Agreement, he may be terminated without any severance payment and if he subsequently breaches such FCC cooperation obligations he shall not thereafter receive any further severance payments. (iii) In the event Executive's employment is terminated by the Company, without Cause, as that term is defined in the LLC Agreement, 3
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he shall be entitled to receive severance pay for a period of 18 months, based upon his Base Salary in effect at the time of his termination, payable in monthly installments in advance. (iv) In the event that the Executive's employment is terminated as a result of his resignation, termination for Cause or a Company Sale, he shall not be entitled to any severance payments. 8. EXECUTIVE'S REPRESENTATIONS AND WARRANTIES. Executive represents and warrants to the Company that: (i) the Executive has the unfettered right to enter into this Agreement on the terms and subject to the conditions hereof and (ii) neither the execution and delivery of this Agreement nor the performance by Executive of any of Executive's obligations hereunder constitute or will constitute a violation or breach of or a default under any agreement, arrangement or understanding or any other restriction of any kind to which Executive is a party or by which Executive is bound. 9. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings among the parties or any of them. There are no representations, warranties, agreements or understandings other than those expressly contained herein. No termination, alteration, modification, variation or waiver of this Agreement or any of the provisions hereof shall be effective unless in writing and signed by the party against whom enforcement thereof is sought. 10. NOTICE. Any notice required, permitted or desired to be given pursuant to any of the provisions of this Agreement shall be deemed to have been sufficiently given or served for all purposes if sent by certified or registered mail, return receipt and postage prepaid, hand delivered, overnight delivery service or sent by telephone facsimile as follows: If to the Company, to it at: Acme Television Holdings, LLC 2450 Kiser, Tustin, CA 92782 Attention: Tom Allen Facsimile No.: (714) 832-4307 4
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If to Executive, to him at: 7125 Bluffstream Court Columbus, Ohio 43235 Either of the parties hereto may at any time and from time to time change the address to which notice shall be sent hereunder by notice to the other party given under Paragraph 10. The date of the giving of any notice sent by mail shall be the date of the posting of the mail; by any other means of delivery it shall be the date of receipt. 11. ASSIGNMENT. Neither this Agreement nor the right to receive any payments hereunder may be assigned by Executive nor Company. 12. WAIVER. No course of dealing nor any delay on the part of the Company in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach of this Agreement shall be deemed a continuing waiver or a waiver of any other breach or default. 13. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to agreements executed and to be performed entirely therein. 14. SEVERABILITY. Should any clause, paragraph or part of this Agreement be held or declared to be void or illegal for any reason, all other clauses, paragraphs or parts of this Agreement which can be effected without such illegal clause, paragraph or part shall nevertheless remain in full force and effect. If, in the opinion of any court, any clause, paragraph or part of this Agreement is unreasonable or unenforceable, such court shall have the right, power and authority to excise or modify such provisions, or portions thereof, of this Agreement as the court shall find not be reasonable or enforceable and to enforce the remainder of such clause, paragraph or part as so excised or modified. 15. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and Executive's heirs and personal representatives. 16. HEADINGS. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement. 5
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written. ACME TELEVISION HOLDINGS, LLC By: /s/ Thomas D. Allen _________________________________ Thomas D. Allen Executive Vice President /s/ Douglas E. Gealy _________________________________ Douglas E. Gealy President 6

Dates Referenced Herein

Referenced-On Page
This ‘S-4’ Filing    Date First  Last      Other Filings
11/19/97None on these Dates
Filed on:11/14/97
1/1/972
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Filing Submission 0001024739-97-000727   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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