Sample Business Contracts

Employment Agreement [Amendment No. 2] - Marvel Enterprises Inc. and Bill Jemas

Employment Forms

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          This  is  Amendment  No.  2,  dated  as  of  October  13,  2003  (this
"Amendment")  to the  EMPLOYMENT  AGREEMENT,  dated as of January  26, 2000 (the
"Employment   Agreement"),   between  Marvel   Enterprises,   Inc.,  a  Delaware
corporation (the "Company") and Bill Jemas (the "Executive").

          In consideration of the mutual promises and covenants made herein and
the mutual benefits to be derived herefrom, the parties hereto agree as follows:

     1. Change in Section 1.1. Section 1.1 of the Employment Agreement is
amended to read as follows:

          1.1 Employment, Duties. The Company hereby employs the Executive for
     the Term (as defined in Section 2.1), to render exclusive and full-time
     services to the Company as Chief Marketing Officer or in such other
     position as may be mutually agreed upon by the Company and the Executive.
     The Executive shall report to the Company's Chief Executive Officer and
     Board of Directors, will not be responsible for financial
     reporting/projections, and shall perform such other duties consistent with
     such positions as may be assigned to the Executive by the Company's Chief
     Executive Officer or Board of Directors.

     2. 2003 Bonus. The provisions of Section 3.2(b) of the Agreement, without
reference to Amendment No. 1, shall apply with respect to the Executive's 2003
bonus. The Executive shall not receive any bonus with respect to 2004.

     3. Resignation as Officer. The Executive hereby resigns as an officer of
the Company and as an officer of any of the Company's subsidiaries or
affiliates. The Executive agrees to execute and return to the Company with this
Agreement two signed, undated original resignation letters on Company letterhead
in the form provided in Appendix A hereto. In addition, the Executive shall take
all such further steps as the Company may reasonably deem necessary or
appropriate in order to accomplish the official formalities of his resignation
of the officer position(s) that he holds with the Company's subsidiaries or
affiliates, including but not limited to executing board resolutions.

     4. Change in Section 1.3. Section 1.3 of the Employment Agreement is
amended to read as follows:

          1.3 Location. The duties to be performed by the Executive hereunder
     shall be performed primarily at the principal executive office of the
     Company in New York City, subject to reasonable and customary travel
     requirements on behalf of the Company. Executive will be permitted to work
     from his home two days a week consistent with the business needs of the
     Company and so long as Executive is able to perform his duties hereunder


     5. Notice of Nonrenewal. The "Expiration Date" under the Employment
Agreement remains unchanged as February 12, 2004, subject to earlier termination
pursuant to Section 4 of the Employment Agreement, and this Amendment shall
serve as mutual "Notice of Nonrenewal" by Company and Executive.

     6. Change in Section 6. Section 6 of the Employment Agreement is amended to
read as follows:

          6. Inventions and Patents. The Executive agrees that all processes,
     technologies and inventions, including new contributions, improvements,
     ideas and discoveries, whether patentable or not, conceived, developed,
     invented or made by him during his employment by the Company (collectively,
     "Inventions") shall belong to the Company, provided that such Inventions
     grew out of the Executive's work with the Company or any of its
     subsidiaries, are related to the current and reasonably anticipated
     commercial business of the Company or any of its subsidiaries. The
     Executive shall promptly disclose such Inventions to the Company and shall,
     subject to reimbursement by the Company for all reasonable expenses
     incurred by the Executive in connection therewith, (a) assign to the
     Company, without additional compensation, all patent and other rights to
     such Inventions for the United States and foreign countries; (b) sign all
     papers necessary to carry out the foregoing; and (c) give testimony in
     support of the Executive's inventorship.

     7. Original Creative Writing. Sections 6 and 7 of the Employment Agreement
shall not apply to original creative writing by the Executive provided that (1)
the Executive writes on his own time (2) the writing is not about superheroes,
and (3) the writing does not contain characters which would reasonably be
expected to come within the Marvel universe of characters ("Executive Owned
Writings"). A writing shall not cease to be an Executive Owned Writing solely
because the Executive uses the Company's laptop computer or the writing has
fantasy and/or science fiction elements. Section 7 of the Employment Agreement
shall, however, apply to new characters and stories that Executive may create
within the framework of any licensing arrangements the Company enters into (or
prepares to enter into, or considers entering into) during the Term. The
provisions of this paragraph shall apply notwithstanding anything to the
contrary contained in Section 6 or Section 7 of the Employment Agreement.

     8. Business Acquisitions and Opportunities. At any time commencing
immediately after termination of this Agreement, Executive may pursue
acquisitions and engage in businesses that involve opportunities or ideas that
(i) the Company has informed Executive that it has decided not to pursue or (ii)
the Company rejected during Executive's employment with the Company or (iii) are
unrelated to the business of the Company as conducted, or as contemplated to be
conducted by the Company in the future under its most recent business plan, at
the time of such termination. Acquisitions and businesses other than those
described in the preceding sentence shall not be pursued or engaged in by
Executive for a period of six months from the date of the termination of the
Employment Agreement unless the Executive has requested and received written
approval from the Company. The Company will grant such approval within ten
business days of receiving Executive's request unless the Company believes that
it is reasonably likely to consider the acquisition or business in question on
the Company's own behalf within six months of the Executive's notice.


     9. Consulting Work for Third Parties. With Company's permission, Employee
may undertake consulting work with for third parties during the Term, provided
that all fees for such consulting work are to be agreed upon by, and paid
directly to, Company.

     10. General.

          (a) This Amendment shall be governed by and construed and enforced in
     accordance with the laws of the State of New York applicable to agreements
     made and to be performed entirely in New York, without regard to the
     conflict of law principles of such state.

          (b) The section headings contained herein are for reference purposes
     only and shall not in any way affect the meaning or interpretation of this

          (c) The Employment Agreement, as amended by this Amendment, sets forth
     the entire agreement and understanding of the parties relating to the
     subject matter hereof and supersedes all prior agreements, arrangements and
     understandings, written or oral, relating to the subject matter hereof. No
     representation, promise or inducement has been made by either party that is
     not embodied in the Employment Agreement as amended by this Amendment, and
     neither party shall be bound by or liable for any alleged representation,
     promise or inducement not so set forth. Except as expressly changed by this
     Amendment, the Employment Agreement remains in full force in accordance
     with its terms.


          (d) This Amendment may be executed in one or more counterparts, each
     of which will be deemed to be an original copy of this Amendment and all of
     which, when taken together, will be deemed to constitute one and the same

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.


                                        MARVEL ENTERPRISES, INC.

                                        By:/s/ Allen S. Lipson
                                        Name:   Allen S. Lipson
                                        Title:  Chief Executive Officer


                                        /s/ Bill Jemas
                                        Bill Jemas