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-10.13 — Employment Agreement – David Sears
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EXHIBIT 10.13
[TVN ENTERTAINMENT CORPORATION LETTERHEAD]
November 24, 1997
David Sears Personal & Confidential
704 Magnolia Avenue
Pasadena, CA 91106 Via Fax: (323) 964-9446
Dear David:
We are very pleased that you have agreed to join our Sales and Marketing
department, to head up affiliate sales and marketing for DCTV. This position is
essential to our continued growth, so you will be an important and valued member
of our TVN team.
Summarized below are the terms agreed upon for your employment by TVN
Entertainment Corp:
1. You will be employed on a full time basis as a Senior Vice President,
Affiliate Sales and Marketing, reporting to me as President of TVN.
2. Your duties will include those usually attendant to a position involving
national affiliate sales and relations, and such other duties consistent
with your position as we may assign you from time-to-time. Your employment
will begin no later than Monday, December 8, 1997, and will continue
thereafter for a two (2) year term, unless terminated earlier by TVN for
cause. TVN will have the option to renew this agreement for an additional
two (2) year term by written notice exercising such option, sent to you at
least sixty (60) days prior to the expiration of the initial term.
3. You will be paid based on an annual salary of $170,000.00 (Annual Salary),
in accordance with TVN's payroll policies (currently bi-monthly). You will
receive a $25,000 bonus after you have signed this Agreement and commenced
your employment (Signing Bonus), and a $45,000 guaranteed bonus payable
promptly after TVN's March 31, 1998 fiscal year-end (Guaranteed Bonus). You
will receive an annual bonus equal to fifty percent (50%) of your Annual
Salary (Annual Bonus), if we attain the annual affiliate and subscriber
milestones in our DCTV Business Plan. These Plan milestones are for each
calendar year will be payable promptly after each March 31 fiscal year-end,
when the applicable milestone figures have been compiled by TVN's Finance
Department. You will be reimbursed for reasonable out-of-pocket expenses
incurred by you on behalf of TVN, upon presentation of appropriate
documentation and in accordance with TVN's expense reimbursement policies.
David Sears
November 24, 1997
Page -2-
4. You will be granted a stock option, which shall be, to the extent permitted
under the applicable rules of Section 422(d) of the Internal Revenue Code
of 1986 (IRC), as amended, an "incentive stock option" (as defined in
Section 422 of the IRC), to purchase a total of 50,000 shares of TVN Common
Stock, with a per share exercise price as determined by TVN's Board of
Directors, after receiving information from our ouTVNde auditors, Coopers &
Lybrand. This option shall be exercisable for a term of ten (10) years (or
shorter upon any termination of your employment as provide for herein other
than for "cause") and shall vest at the rate of 20% of the shares
originally subject to the option one year from the commencement date of
your employment, and one-sixtieth (1/60th) of the shares originally subject
to the option each month thereafter, conditioned upon your continued
employment with TVN as of each vesting date. This option grant will be
subject to the terms, definitions and provisions of TVN's Stock Option Plan
and the standard form Stock Option Agreement which will be entered into by
you and TVN, both of which will be provided to you upon signing this letter
agreement.
5. Subject to meeting eligibility requirements, you will be included in TVN's
employee benefit plans then available to other employees at your level.
Currently, we offer a health care plan that has a first complete calendar
month waiting period for eligibility. It also has certain qualification
requirements, including those applicable to pre-existing medical
conditions, all as described in the plan, a copy of which will be provided
to you. You will be entitled to a total of 15 days per year of paid
vacation, for use at your discretion upon reasonable advance coordination
with me.
6. You acknowledge and agree that TVN shall own, in perpetuity and throughout
the universe, all creative and ownership rights in and to all materials
created, written, produced or worked on by you, or under your direction,
including, without limitation, all affiliate sales, marketing and
promotional materials created by you or under your direction, and all
property rights of any kind therein emanating from your work. You hereby
assign to TVN all such creative materials, and the copyright, publishing,
and other enumerated and related rights, which TVN shall be entitled to own
and register, as it sees fit, in TVN's name and for its sole benefit.
7. Upon any termination of your employment other than for "cause" as defined
below, TVN's sole obligations to you shall be to pay you (i) any unpaid
portion of the agreed Annual Salary for time worked prior to termination,
(ii) any unpaid Annual Bonus due, for a full year's work and with annual
milestones attained, and (iii) unpaid reimbursable expenses properly
incurred and documented prior to the date of such termination. In the event
of your termination by TVN for "cause", you shall be entitled only to
payment for items 7(i) and 7(iii) above, and the
David Sears
November 24, 1997
Page -3-
exercise of the option shares which have fully vested as of the date of
such termination, subject to any damage caused to TVN or as a result of the
conduct giving rise to such termination for cause by TVN. Upon any
termination of your employment, including for cause by TVN, you shall (a)
return to TVN all materials, including all work in progress, work papers,
computer discs and files, information and documents created or worked on by
you for TVN, (b) provide a final report, if requested on the status of any
work in progress or remaining to be done, (c) continue to comply with your
separately documented non-disclosure and confidentiality obligations. For
purposes of this agreement, "cause" is defined as (i) an act of dishonesty
in connection with your duties and responsibilities as an employee and
which either causes substantial harm to TVN or results in your substantial
personal enrichment (ii) conviction of a felony, (iii) a willful act which
constitutes gross misconduct or which results in material injury to TVN, or
(iv) continued, substantial failure to perform your employment duties after
you have received one or more written demands for performance which set
forth the factual basis for the determination that you have substantially
failed to perform your duties, and you have had a reasonable time period in
which to cure defaults that are capable of being cured by subsequent
action. Termination for cause shall be effective upon delivery to you of a
notice stating that you have engaged in any of the above described "for
cause" conduct, specifying the particulars thereof, and that you have not
timely cured such defaults.
8. This contains our entire agreement for your employment by TVN; all prior
discussions, conversations and/or negotiations are merged herein; no
representations have been made to you by TVN or by any agent or
representative of TVN, or by you to TVN, other than those set forth herein
and in your employment application; and no agreements have been entered
into, other than those expressly described or set forth herein. The terms
of this employment agreement may not be modified or amended except by a
document signed both by you and on behalf of TVN. The laws of the State of
California applicable to agreements which are to be performed wholly within
such state shall govern this agreement, including its interpretation,
construction, performance and enforcement. All claims, disputes or issues
relating to your employment, including your hiring, work performance,
bonuses, and/or termination for any reason, shall be resolved by
arbitration in Burbank, California under the Commercial Arbitration Rules
of the American Arbitration Association then in effect. Accordingly, each
party hereby waives any right to a trial by jury of any dispute between you
and TVN, and/or its employees, officers, directors and agents .
9. Since you will have access to TVN confidential information during the
course of performing your duties, you are asked to sign a TVN
Confidentiality and Non-Disclosure Agreement, a copy of which is attached
hereto.
David Sears
November 24, 1997
Page -4-
All of us at TVN look forward to working with you. Welcome aboard!
Sincerely,
/s/ James B. Ramo
James B. Ramo
JR:cd
Attachments
ACKNOWLEDGED AND AGREED:
I acknowledge and agree to the foregoing terms of my employment by TVN, and the
provisions of the attached TVN Confidentiality and Non-Disclosure Agreement,
both of which I have signed.
/s/ David Sears 11/24/97, 1997
------------------------------- --------
David Sears Date Signed
Dates Referenced Herein
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Filed on: | | 5/20/99 | | | | | | | None on these Dates |
| | 3/31/98 | | 1 |
| | 12/8/97 | | 1 |
| | 11/24/97 | | 1 | | 4 |
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