Employment Agreement [Amendment] - Marvel Enterprises Inc. and Rick Ungar
April 9, 2002
Rick Ungar
305 Dalehurst Avenue
Los Angeles, CA 90024
Dear Rick:
This will confirm our understanding and agreement that the Employment Agreement
dated October 29, 1999 between Marvel Enterprises, Inc. ("Marvel") and you
("Employment Agreement"), and the Loan Out Agreement dated October 29, 1999,
between Marvel and your wholly owned subsidiary, Brentwood Television Funnies,
Inc., ("Loan Out Agreement"), as such agreements were amended by letter
agreement dated July 19, 2001, shall be further amended as follows:
1. The amendments to the Employment Agreement and Loan Out Agreement contained
in the letter agreement dated July 19, 2001, are hereby revoked in their
entirety.
2. Paragraph 1.3 of the Employment Agreement shall be deleted and the following
substituted in its place:
"1.3 Location.The duties to be performed by the Executive
hereunder shall be performed in Los Angeles and at Executive's primary
residence in Ajijic, Jalisco, Mexico, it being recognized by the
Company that Executive shall be entitled to perform his services at his
residence so long as he is able to perform his duties hereunder
effectively with respect to the supervision and coordination of the
Company's television projects. The Executive understands and agrees
that the Company may require Executive to spend up to seven (7)
business per month away from his principal residence in connection with
his duties hereunder and such additional time as may be reasonably
necessary to supervise and coordinate the Company's television
projects."
3. Paragraph 2.1 of the Employment Agreement shall be amended to read as
follows:
"2.1 The Term. The term of the Executive's employment under
this Agreement (the "Term") shall commence on October 25, 1999 (the
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"Effective Date") and shall end on October 25, 2003 (the "Expiration
Date"). The Term shall end earlier than the Expiration Date if sooner
terminated pursuant to Section 4 hereof."
4. Paragraph 2.of the Loan Out Agreement shall be amended to read as follows:
"2. Term. The term of the engagement under this Agreement
("Term") shall commence on October 25, 1999 (the "Effective Date") and
shall end on October 255, 2003 (the "Expiration Date"). The Term shall
earlier than the Expiration Date if sooner terminated pursuant to
Section 4. hereof."
5. Paragraph 4.6(b) of the Employment Agreement shall be amended to read as
follows:
"(b) Except as provided in Section 4.6(c) of this Agreement, if
the Term is terminated (A) by the Executive pursuant to clauses (i),
(ii) or (iii) of Section 4.5(a) of this Agreement (B) by the Company
other than pursuant to Section 4.1, 4.2, 4.3 or 4.4 of this Agreement,
or (C) by the Executive pursuant to Section 4.5(c) of this Agreement in
connection with or following termination of the Loan Out Term under the
circumstances described in clause (A) or (B) of Section 4.6(b) of the
Loan Out Agreement, the Company shall continue thereafter to provide
the Executive (i) payments of Base Salary in the manner and amounts
specified in Section 3.1 until six (6) months from the date of
termination, a Pro Rata Bonus, and if termination occurs at any time
after a bonus has been awarded under Section 3.2 in respect of a
previously completed fiscal year and prior to the time that the bonus
has been paid, the amount of that bonus, and (iii) fringe benefits in
the manner and amounts specified in Section 3.5 until the earlier of
the Expiration Date, the period ending on the date the Executive begins
work as an employee or consultant for any other entity or twelve (6)
months after the date of termination. In addition, all equity
arrangements provided to the Executive hereunder or under any employee
benefit plan of the Company shall continue to vest for the period
specified in clause (iii) of this Section 4.6(b)(unless vesting is
accelerated upon the occurrence of a Third Party Change in Control as
described in Schedule I) and shall remain exercisable for ninety days
after the end of that period. Bonuses payable pursuant to this Section
4.6(b), other than the Pro Rata Bonus, shall be payable in the manner
described in Section 3.2 within 30 days after the date of termination.
The Pro Rata Bonus to which the Executive is entitled, if any, shall be
paid within the time period provided in Section 4.6(a) of this
Agreement. The Executive shall have no duty or obligation to mitigate
the amounts or benefits required to be provided pursuant to this
Section 4.6(b), nor shall any such amounts or benefits be reduced or
offset by any other amounts to which Executive may become entitled;
provided, that if the Executive becomes eligible to receive medical or
other welfare benefits under another employer provided plan, the
corresponding medical and other welfare benefits provided under this
Section 4.6(b) shall be terminated."
6. Paragraph 4.6 (b) of the Loan Out Agreement shall be amended to read as
follows:
"(b) Except as provided in Section 4.6(c) of this
Agreement, if the Term is terminated (A) by the Lender pursuant to
clauses (i) or (ii) of Section 4.5(a) of this Agreement, (B) by the
Company other than pursuant to Section 4.1, 4.2, 4.3 or 4.4 of this
Agreement, or (C) by the Lender pursuant to Section 4.5(c) of this
Agreement in connection with or following termination of the Employment
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Term under the circumstances described in clause (A) or (B) of Section
4.6(b) of the Employment Agreement, the Company shall continue
thereafter to pay the Producer Fee to the Lender for a period of six
(6) months. The Lender shall have no duty or obligation to mitigate the
amounts or benefits required to be provided pursuant to this Section
4.6(b), nor shall any such amounts or benefits be reduced or offset by
any other amounts to which Lender may become entitled."
7. Paragraph 4.6(c) of the Employment Agreement shall be amended to read as
follows:
"(c) If the Term is terminated upon or following the
occurrence of a Third Party Change in Control (as defined in Section
4.6(d)) or in contemplation of a Third Party Change in Control, and
such termination is by the Executive pursuant to Section 4.5(a) of this
Agreement, by the Company other than pursuant to Section 4.1, 4.2, 4.3
or 4.4 of this Agreement or by the Executive pursuant to Section 4.5(c)
of this Agreement in connection with or following termination of the
Loan Out Agreement under the circumstances described in to clause (A)
or (B) of Section 4.6(b) of the Loan Out Agreement, the Company shall
thereafter provide the Executive (i) an amount equal to two (2) times
the sum of (x) the then current Base Salary and (y) the average of the
two most recent annual bonuses paid (treating any annual bonus which is
not paid as a result of the Executive's failure to attain the Bonus
Performance Goals as having been paid in an amount equal to zero) to
the Executive during the Term (or if only one annual bonus has been
paid, the amount of that annual bonus, and if that termination occurs
prior to the time at which the 1999 Bonus is paid, $100,000), to be
paid in a lump sum within 30 days after the date of termination, and
(ii) benefits in the manner and amounts specified in Section 3.5 until
the second anniversary of the date of termination or, with respect to
medical and other welfare benefits, when the Executive becomes eligible
to receive medical or other welfare benefits under another employer
provided plan if sooner than the second anniversary of the date of
termination. In addition, all equity arrangements provided to the
Executive hereunder or under any employee benefit plan of the Company
shall continue to vest until the second anniversary of the date of
termination unless vesting is accelerated upon the occurrence of the
Third Party Change in Control as described in Schedule I."
8. Paragraph 4.6(c) of the Loan Out Agreement shall be amended to read as
follows:
"(c) If the Term is terminated upon or following the
occurrence of a Third Party Change in Control (as defined in Section
4.5(d)) or in contemplation of a Third Party Change in Control, and
such termination is by the Lender pursuant to Section 4.5(a) of this
Agreement, by the Company other than pursuant to Section 4.1, 4.2, 4.3
or 4.4 of this Agreement, or by the Lender pursuant to Section 4.5(c)
of this Agreement in connection with or following termination of the
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Employment Term under the circumstances described in clause (A) or (B)
of Section 4.6(b) of the Employment Agreement, the Company shall
thereafter pay to the Producer an amount equal to two (2) times the
then current Producer Fee."
If the foregoing correctly sets forth our agreement, please sign and return a
copy of this letter to me.
Sincerely
Marvel Enterprises, Inc.
/s/ Allen S. Lipson
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By: Allen S. Lipson,
Agreed to and accepted
This 25th day of April, 2002
/s/ Richard Ungar
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Richard Ungar
Brentwood Television Funnies, Inc.
By: /s/ Richard Ungar
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Rick Ungar, President