Employment Agreement - Image Entertainment Inc. and David Borshell
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of this
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1st day of July, 1994, by and between IMAGE ENTERTAINMENT INC., a California
corporation ("Image"), and DAVID BORSHELL, an individual ("Executive").
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RECITALS
A. Image is engaged in the business of licensing, manufacturing,
promoting, marketing and selling laserdisc format programming.
B. Executive has unique experience with respect to sales and marketing,
management and other aspects of the business of Image.
C. Executive desires to render to Image, on an exclusive basis,
Executive's professional services with respect to Executive's
experience and abilities, and Image desires to secure, on an exclusive
basis, Executive's services, on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties hereto agree as follows:
1. TERM OF AGREEMENT.
Except as otherwise expressly set forth herein, this Agreement shall remain
in full force and effect for a 2-year term commencing on the date hereof
and ending on June 30, 1996 (the "Term"); provided, however, that unless
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Executive receives written notice on or before June 30, 1995 that this
Agreement will not be renewed at June 30, 1996 the Term will automatically
extend to June 30, 1997. In the event of any additional extensions, Image
must give Executive at least 1 year's prior written notice if the Term will
not be further extended.
2. ENGAGEMENT.
Subject to the terms and conditions contained herein, Image hereby engages
the services of Executive (the "Services") and Executive hereby accepts
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such engagement and agrees to render Executive's Services to Image for the
Term. Executive shall report directly to the President of Image and shall
have the title of "SR. VICE PRESIDENT OF OPERATIONS."
a. EXTENT OF SERVICES AND DUTIES. Executive shall perform such duties,
compatible with Executive's position as an "Officer" (as defined
below) and as a majority of the Board of Directors of Image may
reasonably require. In rendering Services to Image, Executive shall
use Executive's best efforts and ability to maintain, further and
promote the interests and welfare of Image. For purposes of this
Agreement "Officer" shall include any person similarly designated as
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an "Officer" in that person's Employment Agreement with Image.
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b. EXCLUSIVE ENGAGEMENT. Executive hereby acknowledges and agrees that
the engagement of Executive by Image under this Agreement is exclusive
and that during the Term hereof Executive shall not, directly or
indirectly, whether for compensation or otherwise, engage in any
business that is competitive with the business of Image, or render any
services of a business, commercial or professional nature to any other
person or organization that is a competitor of Image or in a business
similar to that of Image, without the prior written consent of Image.
3. COMPENSATION.
a. BASE SALARY. Image hereby agrees to pay Executive for Services to be
rendered hereunder, including all services to be rendered as an Image
director, a minimum annual base salary of $87,140 for each year of the
Term, payable in equal biweekly installments or as otherwise provided
in accordance with Image's regular Officer compensation procedures in
effect from time to time ("Base Salary").
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b. BONUS COMPENSATION. Executive shall receive such bonus compensation
equal to 5/8% of "Pre-Tax Profits" (as defined in Exhibit A), if any,
as shall be payable to Executive in accordance with the terms and
conditions of that certain Bonus Plan for Officers, attached hereto
and incorporated herein by this reference as Exhibit A. Image may
modify the Bonus Plan from time-to-time and, so long as such
modifications are of general applicability to all participants in such
program, all such modifications shall be applicable to Executive
hereunder ("Bonus Compensation").
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4. STOCK OPTIONS.
In addition to Base Salary and Bonus Compensation, Image may grant stock
options to Executive in such form and amounts, and at such time or times,
as Image's Board of Directors (or, if applicable, Image's stock option plan
administrators) shall determine. If this Agreement is terminated early
"Without "Cause" under Subparagraph 12(b) or due to a "Change In Control"
under Paragraph 13, all unvested options granted to Executive will
immediately vest. Further, unless this Agreement is terminated early for
Cause under Subparagraph 12(a), all vested options granted to Executive
shall be exercisable for the longest period permissible under the grant
after employment ceases.
5. FRINGE BENEFITS.
a. Image agrees to provide Executive with fringe benefits including but
not limited to the medical, dental and life insurance, expense
allowance and vacation time described below:
i. MEDICAL, DENTAL, LIFE & LONG-TERM DISABILITY INSURANCE. Image
shall purchase (or, if applicable, maintain) during the Term
medical, dental and life insurance for Executive,
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and provide coverage under the medical and dental policies for
Executive's direct dependent beneficiaries (e.g., spouse and
minor children), on terms no less favorable than the terms and
conditions in effect as of the date hereof and at all times at
least equal to that received by any other Officer (collectively
"Insurance").
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ii. BUSINESS/TRAVEL EXPENSES. Executive shall be reimbursed in full
for all reasonable and actual out-of-pocket business and travel
expenses incurred in the performance of Executive's Services, on
terms and at all times at least equal to that received by any
other Officer, provided Executive shall first present an
itemized account of such expenditures together with supporting
vouchers.
iii. VACATION TIME. Executive is entitled to 4 weeks of paid vacation
time per year of the Term. Any unused vacation time will
continue to accrue throughout the Term and will not be subject
to any offset, reduction, deduction or maximum accrual
limitation of any kind.
6. SEVERANCE.
Upon expiration of the Term, Executive shall be entitled to receive:
a. Base Salary continuation for a period of 6 months; and
b. a prorated portion of Bonus Compensation, if any, otherwise payable
pursuant to Subparagraph 3(b) for 6 months or any partial fiscal year
that has occurred prior to the expiration of the Term, whichever is
greater; and
c. Insurance continuation for a period of 6 months.
7. WITHHOLDING.
There shall be deducted from all compensation payable to Executive
hereunder (except Paragraph 5(b)(ii) compensation), such sums, including
without limitation, social security, income tax withholding and
unemployment insurance, as Image is by law obligated to deduct.
8. CONFIDENTIALITY.
In consideration of the payments to be received hereunder, Executive agrees
as follows:
a. That during the Term of this Agreement he will have access to and
become acquainted with various "Trade Secrets" (as defined below) and
proprietary information of Image. Except as Executive's duties may
require or as Image may otherwise consent to in writing, Executive
will not at any time disclose or use to the detriment of Image or the
sole benefit of Executive, either directly or indirectly, and either
during or subsequent to theTerm hereof, any information, knowledge or
data he receives in
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confidence or acquires from Image or which relates to the Trade
Secrets of Image. For purposes of this Agreement "Trade Secrets"
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shall include, but not be limited to:
i. Financial information, such as Image's earnings, assets, debts,
prices, pricing structure, volumes of purchases or sales or
other financial data, whether relating to Image generally, or to
particular products, services, geographic areas, or time
periods;
ii. Supply and service information, such as goods and services,
supplier's names or addresses, terms of supply or service
contracts, or of particular transactions, or related information
about potential suppliers, to the extent that such information
is not generally known to the public, and to the extent that the
combination of suppliers or use of a particular supplier, though
generally known or available, yields advantages to Image, the
details of which are not generally known;
iii. Marketing information, such as details about ongoing or proposed
marketing programs or agreements by or on behalf of Image, sales
forecasts or results of marketing efforts or information about
impending transactions;
iv. Licensing or Distribution information, such as details about
ongoing or proposed negotiations or agreements by or on behalf
of Image, terms and details of such negotiations or agreements
or results of licensing or distribution efforts or information
about impending transactions; or,
v. Customer information, such as any compilation of past, existing
or prospective customers, customers' proposals or agreements
between customers and status of customers accounts or credit, or
related information about actual or prospective customers.
b. That all files, records, documents, data information and customer
lists are special, valuable and unique assets of Image and are
essential to its continued business success, and that under no
circumstance during the Term hereof or subsequent thereto will he
influence or attempt to influence any employee of Image to terminate
his or her employment with Image to work for any competitor of Image,
nor shall the Executive solicit, directly or indirectly, any customers
of Image or disclose or use for the purpose of such solicitation,
without the prior written consent of Image, any files, records,
documents, data, information, customer lists or any other proprietary
information of Image.
c. Executive acknowledges that any violation of the terms of this
Paragraph 8 will constitute a material breach of this Agreement and
will cause Image immediate and irreparable harm and that the damages
which Image will suffer may be difficult or impossible to measure.
Therefore, upon any actual or impending violation of this Paragraph 8,
Image shall be entitled to the issuance of a
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restraining order, preliminary and permanent injunction, without bond,
restraining or enjoining such violation by Executive or any entity or
person acting in concert with Executive. Such remedy shall be
additional to and not in limitation of any other remedy which may
otherwise be available to Image.
9. INDEMNIFICATION OF EXECUTIVE.
Image will, to the maximum extent permitted by law, indemnify and hold
Executive harmless against expenses, including reasonable attorney's fees,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of Executive's
employment by Image. Image shall advance to Executive any expenses
incurred in defending any proceeding to the maximum extent permitted by
law. Image will at all times maintain directors' and officers' liability
insurance ("D&O Insurance"), or have sufficient funds to self-insure, in
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amounts and on terms at least as favorable as the D&O Insurance policy in
effect on the date hereof.
10. DEATH.
In the event of Executive's death, this Agreement will terminate on the
last day of the calendar month of Executive's death. In such event,
Executive's personal representative, heirs or beneficiaries shall be
entitled to receive:
a. Base Salary continuation for a period of 6 months or the expiration of
the Term, whichever occurs first; and
b. a prorated portion of Bonus Compensation, if any, otherwise payable
pursuant to Subparagraph 3(b) for 6 months or any partial fiscal year
that has occurred prior to the effective date of termination,
whichever is greater; and
c. dependent Insurance continuation for a period of 6 months or the
expiration of the Term, whichever occurs first.
11. PERMANENT DISABILITY/SUSPENSION.
If, for any reason including physical, mental illness, failure, refusal or
other inability, Executive does not perform a majority of Executive's usual
duties for a period of longer than 120 consecutive days, Image's obligation
to pay Base Salary will be suspended. If the suspension is reasonably
anticipated to exceed 180 consecutive days, Image may terminate this
Agreement effective upon 30 days prior written notice to Executive. In
such event, Executive shall be entitled to receive:
a. Base Salary continuation for a period of 6 months or the expiration of
the Term, whichever occurs first; and
b. a prorated portion of Bonus Compensation, if any, otherwise payable
pursuant to Subparagraph 3(b) for 6 months or any partial fiscal year
that has occurred prior to the effective date of termination,
whichever is greater; and
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c. Insurance continuation for a period of 6 months or the expiration of
the Term, whichever occurs first.
Disagreement as to the anticipation of a permanent disability/suspension
and/or the date such permanent disability/suspension commenced shall be
settled by the majority decision of 3 neutral arbitrators (or, if
applicable, licensed physicians) one to be selected by each party to the
dispute, the two thus appointed shall choose the third, and the three thus
appointed shall constitute the board of arbitration. Such board, acting by
majority vote within 30 days after choosing the third arbitrator, shall
resolve such disagreement and their decision shall be final and binding on
Executive, Image and any other person with an interest in the matter.
12. TERMINATION.
a. "CAUSE." In the event of "Cause" (as defined below), Image may
terminate this Agreement at any time effective upon delivery of
written notice to Executive. In such event, all of Image's
obligations hereunder will immediately terminate without further
liability. Moreover, Executive shall not be entitled to receive any
severance, fringe benefits, compensation or other such rights, nor
shall Executive be entitled to receive a pro-rata portion of Bonus
Compensation otherwise payable pursuant to Subparagraph 3(b). For
purposes of this Agreement "Cause" shall include, but is not limited
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to:
i. Executive's (i) fraud, felonious conduct or dishonesty or (ii)
willful misconduct or gross negligence in the performance of
Executive's duties hereunder; provided, however, that bona fide
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disagreements or disputes as to expense reimbursement shall not
be deemed fraud or felonious conduct or Executive's breach of
any material provision of this Agreement; or
ii. Executive's breach of any material provision of this Agreement
or any other material agreement between Image and Executive.
b. "WITHOUT CAUSE." Notwithstanding anything contained herein to the
contrary, in the event this Agreement is terminated prior to
expiration of the Term for any reason other than pursuant to
Paragraphs 10 or 11 or for Cause, this Agreement shall be deemed to
have been terminated "Without Cause" and Executive shall be entitled
to receive all of the compensation, rights and benefits described in
Paragraphs 3, 4 and 5 through the expiration of the Term and the
severance described in Paragraph 6, as if this Agreement were in full
force.
13. CHANGE IN CONTROL.
Notwithstanding anything contained herein to the contrary, the terms and
conditions of this Paragraph 13 shall control following a "Change In
Control" (as defined below).
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a. TERMINATION. In the event this Agreement is terminated prior to
expiration of the Term for any reason other than pursuant to
Paragraphs 10 or 11 or for Cause following a Change In Control,
Executive shall be entitled to receive all of the compensation, rights
and benefits described in Paragraphs 3, 4 and 5 for a period of 1 year
following the effective date of termination or through the expiration
of the Term, whichever is longer, and the severance described in
Paragraph 6, as if this Agreement were in full force. If any other
Officer's options are acquired pursuant to a Change In Control,
Executive's options will be acquired on terms and at all times at
least equal to any other Officer. Executive must receive 30 days prior
written notice of termination regardless of the reason for
termination.
b. "CHANGE IN CONTROL." For purposes of this Agreement "Change In
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Control" shall mean and be deemed to have occurred on the earliest of
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the following dates:
i. the date, pursuant to Section 13(d) of the Act and the rules
promulgated thereunder, a person shall have acquired beneficial
ownership of more than 45% of the Voting Stock;
ii. the date the persons who were members of the Board at the
beginning of any 24-month period shall cease to constitute a
majority of the Board, unless the election, or the nomination
for election by Image's shareholders, of each new director was
approved by two-thirds of the members of the Board then in
office who were in office at the beginning of the 24-month
period; or
iii. the date Image's shareholders shall approve a definitive
agreement (a) to merge or consolidate Image with or into another
corporation, unless the holders of Image's capital stock
immediately before such merger or consolidation will,
immediately following such merger or consolidation, hold as a
group on a fully-diluted basis the ability to elect at least a
majority of the directors of the surviving corporation (assuming
cumulative voting, if applicable), or (b) to sell or otherwise
dispose of all or substantially all the assets of Image.
c. EXECUTIVE'S RIGHT TO TERMINATE FOR GOOD REASON. During the Term,
Executive shall be entitled to terminate Executive's employment with
Image for "Good Reason" (as defined below) following a Change In
Control. For purposes of this Agreement "Good Reason" shall mean any
of the following events which occurs without Executive's express
written consent:
i. the assignment of any duties inconsistent with Executive's
status as an Officer or a substantial alteration in the nature
or status of Executive's responsibilities from those in effect
immediately prior to a Change In Control other than any such
alteration primarily attributable to the fact that Image may no
longer be a public company;
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ii. a reduction by Image in Base Salary, except for across-the-board
salary reductions similarly affecting all Officers and any
subsidiaries and all executives of any person, firm or entity in
control of Image;
iii. the relocation of Image's principal executive offices to a
location more than 35 miles from the current locale or Image's
requiring Executive to be based anywhere other than Image's
principal executive offices except for required travel on
Image's business to an extent substantially consistent with
Executive's present travel obligations;
iv. the failure by Image to continue in effect without material
change any compensation or benefit plan in which Executive is
entitled to participate, or the failure by Image to continue
Executive's participation therein, or the taking of any action
by Image which would directly or indirectly materially reduce
any of the benefits of such plans enjoyed by Executive at the
time of the Change In Control, or the failure by Image to
provide Executive with the number of paid vacation days to which
Executive is entitled hereunder, or the taking of any other
action by Image which materially adversely changes the
conditions or perquisites of Executive's employment;
v. the failure of Image to obtain a satisfactory agreement from any
successor to assume and agree to perform the Services
contemplated by this Agreement;
vi. any purported termination of employment which is not effected
pursuant to Subparagraph 13(a), any such purported termination
shall not be effective for purposes of this Agreement;
vii. the failure of Image to maintain adequate D&O insurance coverage
pursuant to the terms of this Agreement; or
viii. the breach by Image of any material term of this Agreement.
d. LEGAL FEES AND EXPENSES. If Executive is terminated following a
Change In Control and Executive shall incur any legal fees or expenses
as a result of (i) seeking to obtain or enforce any right or benefit
provided by this Agreement or (ii) a claim of wrongful discharge or
breach of this Agreement, Image agrees to pay or reimburse Executive
for such fees and expenses; provided, however, that any claims giving
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rise to such fees or expenses must be made in good faith and for good
cause. In the event there is a dispute regarding Executive's good
faith or the merits of Executive's claim, and it is determined by the
court that the claim lacked merit or was made in bad faith, Executive
shall not be entitled to recover any fees and expenses including,
reasonable attorneys' fees under the terms of this Agreement and
Executive shall be limited to recover such fees and expenses, if any,
as the court shall determine.
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14. GENERAL PROVISIONS.
a. SUCCESSORS AND ASSIGNS. This Agreement is binding upon and shall
inure to the benefit of the parties hereto, and any of their heirs,
legatees, devisees, personal representatives, assigns and successors
in interest of every kind and nature whatsoever. The parties hereto
agree that Executive's services are personal and that this Agreement
is executed with respect thereto. Executive shall have no right to
sell, transfer or assign this Agreement in any manner whatsoever.
b. ENTIRE UNDERSTANDING. This Agreement, and the Exhibits hereto,
constitute the entire understanding and agreement between the parties
with respect to the subject matter hereof; supersedes (I) any and all
prior and preliminary discussions, and (ii) any and all prior written
or oral and any and all contemporaneous written or oral agreements,
understandings and negotiations between the parties; including but not
limited to prior written or oral employment agreements and severance
agreements, and, there are no warranties, representations or other
agreements between the parties in connection with the subject matter
hereof except as set forth or referred to herein. This Agreement
shall not be modified, amended or altered except by an instrument in
writing executed by the parties hereto.
c. SEVERABILITY. In case one or more of the provisions contained in this
Agreement (or any portion of any such provision) shall for any reason
be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement (or any portion of any such provision),
but this Agreement shall be construed as if such invalid, illegal or
unenforceable provision (or portion thereof) had never been contained
herein.
d. WAIVER. The failure by Image, at any time, to require performance by
Executive of any of the provisions hereof, shall not be deemed a
waiver of any kind nor shall it in any way affect Image's rights
thereafter to enforce the same.
e. NOTICES. All notices, requests, demands and other communications
provided for by this Agreement shall be in writing and shall be deemed
to have been given 24 hours after deposit there of for mailing at any
general or branch United States Post Office, enclosed in a registered
or certified postpaid envelope and addressed as follows:
To Image: IMAGE ENTERTAINMENT, INC.
9333 Oso Avenue
Chatsworth, CA 91311
Attn: General Counsel
To Executive: DAVID BORSHELL
679 Washington Blvd.
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Los Angeles, CA 90292
The parties hereto may designate a different place at which notice
shall be given; provided, however, that any such notice of change of
address shall be effective only upon receipt.
f. GOOD FAITH. The parties hereto shall perform, fulfill and discharge
their duties and obligations hereunder in a reasonable manner in good
faith.
g. GOVERNING LAW. This Agreement and all rights, obligations and
liabilities arising hereunder shall be construed and enforced in
accordance with the laws of the State of California.
h. ATTORNEYS' FEES. In the event it becomes necessary to commence any
proceeding or action to enforce the provisions of this Agreement, the
court before whom the same shall be tried may award the prevailing
party all costs and expenses thereof, including without limitation,
reasonable attorney's fees, the usual, customary and lawfully
recoverable court costs, and all other expenses in connection
therewith.
i. ADVICE OF COUNSEL. The parties represent and warrant that in
executing this Agreement, they have each had the opportunity to obtain
independent financial, legal, tax and other appropriate advice, and
are not relying upon any other party (or the attorneys or other agents
of such other party) for any such advice
j. SUBJECT HEADINGS AND DEFINED TERMS. Subject headings and choice of
defined terms are included for convenience only and shall not be
deemed part of this Agreement.
k. CUMULATIVE RIGHTS AND REMEDIES. The rights and remedies provided for
in this Agreement shall be cumulative; resort to one right or remedy
shall not preclude resort to another or to any other right or remedy
provided for by law or in equity.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the date first above written.
"Image":
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IMAGE ENTERTAINMENT, INC.,
a California corporation
By:/s/ MARTIN W. GREENWALD
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MARTIN W. GREENWALD, President
"Executive":
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/s/ DAVID BORSHELL
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<PAGE>
DAVID BORSHELL, an individual
<PAGE>
EXHIBIT A to David Borshell's Employment Agreement
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OFFICER
BONUS COMPENSATION PLAN
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. OBJECTIVES OF THE PLAN. In addition to Base Salary and stock options, to
provide Officer incentive compensation based upon Image's operating
profits.
. "PRE-TAX PROFIT" PERCENTAGE. The incentive compensation plan is designed
to provide Officers with a bonus based on Image's "Pre-Tax Profits," as
defined on the attached. The actual amount earned pursuant to the Plan
shall be based upon audited fiscal year end numbers and determined using
the calculation method attached. Concurrent with the payment of Bonus
Compensation, Image shall deliver to Executive a detailed statement setting
forth the numbers and method of calculation.
. PAYMENT. Bonus Compensation, if any, for the applicable fiscal year will
be paid, using best efforts, at the earliest practicable date following
completion of Image's annual audit, as conducted by Image's independent
certified public accountants, and the filing of Image's Annual Report on
Form 10-K for that fiscal year.
. AUDIT RIGHTS. Executive shall be entitled to audit, at Executive's own
expense, Image's records in order to verify any Bonus Compensation
statement rendered hereunder. Any such audit shall be conducted by a
certified public accountant upon reasonable notice to Image and during
Image's normal business hours. Any statement not questioned by Executive
in writing within 3 years from the date of such statement shall be deemed
final and conclusive. In the event an audit reveals a discrepancy of 5% or
more, Image shall bear the full cost of the audit and pay Executive
interest on any underage at the highest rate permitted by law.
. DISPUTES. Disagreement as to the computation of Bonus Compensation and/or
any numbers used in such computation shall be settled by the majority
decision of 3 certified public accountants, one to be selected by each
party to the dispute, the two thus appointed shall choose the third, and
the three thus appointed shall constitute the board of arbitration. Such
board, acting by majority vote within 30 days after choosing the third
arbitrator, shall resolve such disagreement and their decision shall be
final and binding on Executive, Image and any other person with an interest
in the matter.
. PRORATION OF BONUS COMPENSATION. For any partial fiscal year for which
Executive is entitled to receive Bonus Compensation, the proration shall be
determined by multiplying total Net Profits for the fiscal year within
which such partial fiscal year occurs by (a) the decimal equivalent of the
applicable percentage bonus and by (b) a number equal to the number of
months during any such partial fiscal year in which Executive was employed
by Image (or, if applicable, such longer period as is set forth in the
Employment Agreement), divided by 12.
<PAGE>
AMENDMENT #1 TO
EMPLOYMENT AGREEMENT DATED JULY 1, 1994
Reference is made to that certain Employment Agreement dated as of July 1,
1994 (the "Agreement"), by and between Image Entertainment, Inc., a California
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corporation ("Image"), and David Borshell, an individual ("Borshell"). All
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defined terms not defined herein will have the meanings set forth in the
Agreement.
1. EFFECTIVE DATE. All of the terms and conditions of this Amendment will be
applicable commencing on and effective as of September 1, 1994 (the
"Effective Date").
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2. EXECUTIVE OFFICER STATUS & TITLE. Paragraph 2 of the Agreement is amended
to the following extent:
a. Borshell's status will be increased from an "Officer" to an
"Executive Officer," such that all references to "Officer" in the
Agreement will hereinafter automatically be "Executive Officer,"
except as set forth in Paragraph 4(a) below; and,
b. Borshell's title will "Sr. Vice President of Operations, Sales &
Marketing," subject to the approval of the Company's Board of
Directors.
3. BASE SALARY. "Base Salary," in Paragraph 3(a) of the Agreement is hereby
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increased from $87,140 to $100,000.
4. FRINGE BENEFITS. Borshell's fringe benefits will be amended as follows:
a. "Insurance," in Paragraph 5(a)(i) of the Agreement will be upgraded
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to that of an Executive Officer as of July 1, 1995; and,
b. "Vacation," in Paragraph 5(a)(iii) of the Agreement is hereby
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increased from 3 to 4 weeks.
5. GENERAL PROVISIONS.
a. Headings. Article and paragraph headings, as used in this
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Amendment, are for convenience only and are not a part hereof, and
will not be used to interpret any provision of this Amendment or the
Agreement.
b. Integration. The parties hereby acknowledge and agree that the
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Agreement as amended hereby constitutes the entire agreement between
the parties with respect to the subject matter hereof.
c. Severability. In the event that any provision of the Agreement as
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amended hereby will be held invalid or unenforceable, such provision
will be severable from, and such invalidity or unenforceability will
not be construed to have any effect on, the remaining provisions of
the Agreement.
<PAGE>
d. Ratification and Confirmation of Agreement. Except as set forth
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herein to the contrary, the Agreement is hereby ratified and
affirmed; provided, however, that in the event of any
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inconsistencies, the terms, conditions and definitions set forth
herein will control.
IN WITNESS WHEREOF, each of the parties has executed and entered into this
Amendment as of the Effective Date set forth above.
IMAGE ENTERTAINMENT, INC. DAVID BORSHELL
/s/ MARTIN W. GREENWALD /s/ DAVID BORSHELL
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Martin W. Greenwald, President David Borshell, an individual