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Abc Family Worldwide Inc – IPO: ‘S-1/A’ on 1/26/98 – EX-10.2

As of:  Monday, 1/26/98   ·   Accession #:  944209-98-166   ·   File #:  333-12995

Previous ‘S-1’:  ‘S-1’ on 9/27/96   ·   Next & Latest:  ‘S-1/A’ on 2/20/98

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

 1/26/98  Abc Family Worldwide Inc          S-1/A                 60:3.7M                                   RR Donelley Financial/FA

Initial Public Offering (IPO):  Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment # 1 to Form S-1                            233   1.44M 
 2: EX-1.1      Purchase Agreement Dated October 22, 1997             42    183K 
 3: EX-2.1      Share Transfer Agreement Dated April 15, 1996         12     51K 
 4: EX-2.2      Agreement for the Purchase of Film Assets              9     45K 
 5: EX-2.3      Agreement and Plan of Merger                          40    198K 
 6: EX-2.4      Stock Purchase Agreement Dated as of June 11, 1997    20     90K 
 7: EX-2.5      Stock Purchase Agreement Dated as of June 11, 1997    17     80K 
 8: EX-2.6      Stock Purchase Agreement                              17     80K 
 9: EX-2.7      Amended and Restated Agreement                        16     68K 
10: EX-3.1      Corrected and Restated Certificate                    21    104K 
11: EX-3.2      Amended and Restated Bylaws                           22     95K 
12: EX-4.1      Senior Notes Indenture                               167    574K 
13: EX-4.2      Senior Discount Notes Indenture                      169    585K 
14: EX-4.3      Senior Notes Registration Rights Agreement            37    135K 
15: EX-4.4      Senior Discount Notes Registration Rights             38    142K 
                          Agreement                                              
16: EX-4.5      Senior Notes Liquidated Damages Agreement              5     28K 
17: EX-4.6      Senior Discount Notes Liquidated Damages Agreement     5     28K 
18: EX-10.1     Amended & Restated Strategic Stockholders             38    149K 
                          Agreement                                              
25: EX-10.12    Operating Agreement                                   34    146K 
26: EX-10.14    Amendment No. 2 to Operating Agreement                10     45K 
27: EX-10.17    Stock Ownership Agreement                             11     46K 
28: EX-10.18    Amendment No. 1 to Stock Ownership Agreement           5     26K 
19: EX-10.2     Employment Assumption Agreement                        2     22K 
29: EX-10.20    Form of Fox Broadcasting Co. Station Affiliate        11     55K 
                          Agreement                                              
30: EX-10.21    Merchandising Rights Acquisition Agreement            12     55K 
31: EX-10.22    Indemnification Agreement                              6     30K 
32: EX-10.23    Distribution Rights Acquisition Agreement             27     95K 
33: EX-10.24    Administration Agreement                               2     19K 
34: EX-10.25    Registration Agreement                                20     74K 
35: EX-10.26    Amendment No. 1 to Registration Agreement              4     25K 
36: EX-10.27    Contribution and Exchange Agreement                   30    144K 
37: EX-10.28    Guarantee Dated as of December 22, 1995                9     35K 
38: EX-10.29    First Amendment to Lease                               6     33K 
20: EX-10.3     Employment Assumption Agreement                        2     22K 
39: EX-10.30    Guaranty of Lease                                      7     40K 
40: EX-10.33    Funding Agreement                                     10     48K 
41: EX-10.34    Guaranty Dated as of June 11, 1997                     5     34K 
42: EX-10.35    Distribution Agreement Dated August 21, 1992          20     68K 
43: EX-10.36    Memorandum of Agreement                               10     40K 
44: EX-10.38    10960 Wilshire Boulevard Office Lease                 93    410K 
45: EX-10.39    Production Facility Agreement                         14     57K 
46: EX-10.40    Letter Agreement Dated as of January 1, 1995           3     26K 
47: EX-10.41    Barter Syndication Agreement                           2     19K 
48: EX-10.42    Letter Agreement Dated as of September 26, 1996       22     84K 
49: EX-10.43    First Amendment to the Contribution and Exchange       2     18K 
                          Agreement                                              
50: EX-10.44    Agreement Re Registration Rights                       5     23K 
51: EX-10.46    Agreement Re Transfer of LLC Interests                 3     23K 
52: EX-10.48    Subordinated Promissory Note                          36    146K 
21: EX-10.5     Form of Indemnification Agreement                     10     54K 
53: EX-10.54    Registration Rights Agreement                         18     90K 
22: EX-10.6     Employment Agreement                                   6     38K 
23: EX-10.8     Employment Agreement                                  31    101K 
24: EX-10.9     Employment Agreement                                  25     89K 
54: EX-12.1     Ratio of Earnings to Fixed Charges                     1     19K 
55: EX-21.1     Subsidiaries of the Registrant                         3     21K 
56: EX-23.2     Consent of Independent Auditors                        1     17K 
57: EX-23.3     Consent of Independent Auditors                        1     15K 
58: EX-24.2     Power of Attorney                                      1     18K 
59: EX-25.1     Statement of Eligibility - Bank of New York           10     46K 
60: EX-27.1     Article 5 FDS                                          2     19K 


EX-10.2   —   Employment Assumption Agreement
Exhibit Table of Contents

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11st Page   -   Filing Submission
"Agreement
2Employee
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EXHIBIT 10.2 EMPLOYMENT ASSUMPTION AGREEMENT THIS EMPLOYMENT ASSUMPTION AGREEMENT (the "Agreement") is made and entered into as of July 31, 1997, by and among Saban Entertainment, Inc., a Delaware corporation ("Saban"), Fox Kids Worldwide, Inc., a Delaware corporation ("FKWW") and Mel Woods ("Employee"). R E C I T A L S - - - - - - - - A. Employee is a party to that certain Employment Agreement entered into as of June 1, 1994, with Saban (the "Saban Employment Agreement"). B. On June 11, 1997, FKWW, Saban, Fox Broacasting Company, Inc., a Delaware corporation ("FBC"), Fox Broadcasting Sub, Inc., a Delaware corporation ("Fox Broadcasting Sub"), Allen & Company Incorporated, a New York corporation ("Allen"), Haim Saban and the other stockholders of Saban entered into that certain Agreement pursuant to which FBC, Fox Broadcasting Sub, Allen, Haim Saban and the other SEI Stockholders would contribute to FKWW stock of Saban and FCN Holding for stock of FKWW, such that FKWW will own the business and operations of Saban, FCN Holding, and of all of their respective subsidiaries (the "Reorganization"). C. As part of the Reorganization, FKWW desires to assume, and Employee desires FKWW to assume, the obligations of Saban under the Saban Employment Agreement. D. In order to confirm such assumption, FKWW, Saban and Employee have agreed to execute and deliver this Agreement. A G R E E M E N T - - - - - - - - - NOW, THEREFORE, in consideration of the foregoing facts, the parties hereby agree as follows: 1. Employment and Assumption. FKWW hereby employs Employee to render ------------------------- services as President, Chief Operating Officer and Chief Financial Officer of FKWW, pursuant to the same terms and conditions of the Saban Employment Agreement, and FKWW hereby assumes all the duties and obligations of Saban arising from and in connection with the Saban Employment Agreement. This assumption shall not affect the calculation of the Contingent Bonus pursuant to Section 5(b) and 5(c) of the Saban Employment Agreement, and, for purposes of this Agreement, the term "Company" in the second sentence of Section 5(b), and in Section 5(c), shall continue to refer to Saban Entertainment, Inc. In addition, after this assumption, for purposes of
EX-10.2Last Page of 2TOC1stPreviousNextBottomJust 2nd
determining the fair market value of the Option Shares pursuant to Section 5(f)(ix) and 5(f)(xii) of the Saban Employment Agreement, the fair market value of International Family Entertainment, Inc. ("IFE") shall be equal to the acquisition price paid for IFE by FKWW, subject only to adjustment (using a valuation multiplier derived from the acquisition price) for the actual performance of IFE (compared with currently projected performance) subsequent to the acquisition by FKWW. 2. Governing Laws. This Agreement has been executed and delivered in the -------------- State of California and shall be governed by, and construed in accordance with, the substantive laws of the State of California. 3. Assigns. This Agreement and all representations, warranties, powers ------- and rights herein contained or resulting therefrom are binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. SABAN ENTERTAINMENT, INC. By: /s/ Haim Saban ---------------- Name: Haim Saban Title: Chief Executive Officer FOX KIDS WORLDWIDE, INC. By: /s/ Haim Saban -------------- Name: Haim Saban Title: Chief Executive Officer EMPLOYEE: /s/ Mel Woods ------------- Mel Woods 2

Dates Referenced Herein

Referenced-On Page
This ‘S-1/A’ Filing    Date First  Last      Other Filings
Filed on:1/26/98None on these Dates
7/31/971
6/11/971
6/1/941
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Filing Submission 0000944209-98-000166   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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