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EXHIBIT 10.14
Mr. Robert Thompson
Dear Mr. Thompson:
This Letter Agreement ("Agreement"), when executed by both you and Fox Channels
Services, LLC (the "Company"), will confirm the agreement between you and the
Company relating to your employment by the Company. The terms of this Agreement
will become effective upon full execution and will then supersede any and all
prior agreements, whether express or implied oral or written, between you and
the Company relative to your employment with the Company.
1. (a) The Company hereby employs you for a period of two years and eight
months, commencing May 1, 2000 and ending December 31, 2002 ("the Term").
(b) In the event you continue in the employ of the Company after the
end of the Term, your employment shall be solely on an at will basis. This
means that, after the Term, you may resign or the Company may terminate you
with or without cause and with or without advance notice. During any such
period of at-will employment, you will be paid at the weekly salary rate
for the last regular pay period hereunder.
2. You shall perform such duties consistent with your position set forth in
Paragraph 3.(a), as are assigned to you from time to time (and agree to take
such trips both within and outside the United States as shall be determined to
be desirable).
3. (a) You shall serve as President, Fox Sports Cable Networks and President
Fox Sports International and report directly to the President Fox Cable
Networks Group. You shall be responsible for regional rights and
production, digital sports networks including World, Speedvision and
Outdoor Life, and International operations. If the Company shall be
reorganized (by merger, dissolution or otherwise), your title and reporting
relationship will be adjusted to give appropriate effect to the
reorganization, it being understood that any new title and reporting
relationship will be commensurate with the title and reporting relationship
you have heretofore held with the Company.
(b) If you are elected a member of the Board of Directors or to any other
office of the Company or any of its affiliates, you agree to serve in such
capacity or capacities without additional compensation.
4. You hereby accept such employment and agree to devote the time and
attention necessary to fulfill the duties of your employment hereunder.
5. As compensation for your services, the Company will, during the term of
your employment described in Paragraph 1.(a) herein, on regular pay dates as
then in effect under applicable Company policy, pay you at the rate of:
(a) $700,000 per annum for the period from May 1, 2000 through April 30,
2001; and
(b) $725,000 per annum for the period from May 1, 2001 through April 30,
2002; and
(c) $750,000 per annum for the period from May 1, 2002 through December
31, 2002; and
(c) You shall receive a car allowance in the amount of $1100 per month.
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(d) You shall be eligible to participate in the Company's bonus and stock
option programs in the same manner as other Presidents; provided, however,
that payment of any bonus and/or granting of any stock options and the
amount of any such payment and or/grant shall be entirely at the discretion
of the Company.
6. (a) You agree that during the term of your employment, either pursuant
to the terms of this Agreement or on an at will basis thereafter, you will
have no interest, directly or indirectly, in any motion picture or
television program producing, distributing or exhibiting business, or in
any broadcasting, cable, sports programming, or film laboratory business or
in any related business other than the Company and its affiliates, and you
will perform no services for any person, firm or corporation engaged in any
such business. The foregoing does not prohibit your ownership of less than
one percent (1%) of the outstanding common stock of any company whose
shares are publicly traded.
(b) Enclosed is a copy of the News Corporation Standards of Business
Conduct. You agree to abide by the provisions of this statement at all
times during your employment by the Company.
7. You will not during the term of your employment and for a period of
two (2) years thereafter, directly or indirectly, induce or solicit or attempt
to induce or solicit any managerial, sales or supervisory employee of the
Company or its affiliates to render services to any other person, firm or
corporation. This provision shall survive any termination of this Agreement.
8 (a) You acknowledge that the relationship between the parties hereto is
exclusively that of employer and employee and that the Company's
obligations to you are exclusively contractual in nature. The Company
shall be the sole owner of all the fruits and proceeds of your services
hereunder, including, but not limited to, all ideas, concepts, formats,
suggestions, developments, arrangements, designs, packages, programs,
promotions and other intellectual properties which you may create in
connection with and during the term of your employment hereunder, free and
clear of any claims by you (or anyone claiming under you) of any kind or
character whatsoever (other than your right to compensation hereunder).
You shall, at the request of the Company, execute such assignments,
certificates or other instruments as the Company may from time to time deem
necessary or desirable to evidence, establish, maintain, perfect, protect,
enforce or defend its right, title and interest in or to any such
properties.
(b) All memoranda, notes, records and other documents made or compiled by
you, or made available to you during the term of this Agreement or
subsequently during any at will employment period concerning the business
of the Company or its affiliates shall be the Company's property and shall
be delivered to the Company on the termination of this Agreement or at any
other time on request. You understand and agree that in the course of
employment with the Company, you may acquire confidential information and
trade secrets concerning the Company's operations, its future plans and its
method of doing business and the operations, future plans and method of
doing business of Company's affiliates, including, by the way of example,
but by no means limited to, highly proprietary information about the
Company's and its affiliates' customers, processes, product development,
financial, marketing, pricing, cost, and compensation, (hereinafter
collectively "Trade Secrets"), all of which information you understand and
agree would be extremely damaging to the Company if disclosed to a
competitor or made available to any other person or corporation. As used
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herein, the term "competitor" includes, but is not limited to, any
corporation, firm or business engaged in a business similar to that of the
Company or its subsidiary companies. You understand and agree that such
information is divulged to you in confidence and you understand and agree
that, at all times, you shall keep in confidence and will not disclose or
communicate Trade Secrets or any other secret and confidential information
on your own behalf, or on behalf of any competitor, if such information is
not otherwise publicly available, unless disclosure is made pursuant to
written approval by the Company, or is required by law. In view of the
nature of your employment and information and Trade Secrets which you may
receive during the course of your employment, you likewise agree that the
Company would be irreparably harmed by any violation of this Agreement and
that, therefore, the Company shall be entitled to seek an injunction
prohibiting you from any violation or threatened violation of this
Agreement.
(c) The Company shall have the right to use your name, biography and
likeness in connection with its business, including in advertising its
products and services, and may grant this right to others, but not for use
as a direct endorsement.
(d) The covenants set forth above in this Paragraph shall survive the
termination of this Agreement.
9. During the Term, the Company shall pay or provide to you the following
additional amounts or rights:
(a) You shall be eligible to participate in all employee benefit plans of
the Company to the extent available to other comparable employees of the
Company, and your eligibility to participate in such plans shall be governed by
the rules applicable to comparable employees.
(b) Fox/Liberty Networks, LLC has granted you certain rights to
compensation pursuant to the provision of Fox/Liberty Networks, LLC Equity
Appreciation Rights Plan for Management and Key Employees ("EAP"). It is
acknowledged that in executing this employment agreement neither you nor the
Company shall be deemed to have waived or lost any rights, claims or position
with respect to the issue of the EAP. Your employment hereunder shall count
toward the required additional time for vesting purposes.
(c) The Company shall reimburse you, or assume your obligation for the
cost of a reasonable apartment lease and an automobile lease in the Los Angeles
area.
10. The services to be furnished by you hereunder and the rights and privileges
granted to the Company by you are of a special, unique, unusual, extraordinary,
and intellectual character which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any action at law,
and a breach by you of any of the provisions contained herein will cause the
Company irreparable injury and damage. You expressly agree that the Company
shall be entitled to seek injunctive and other equitable relief to prevent a
breach of this Agreement by you. Resort to such equitable relief, however,
shall not be construed as a waiver of any preceding or succeeding breach of the
same or any other term or provision. The various rights and remedies of the
Company hereunder shall be construed to be cumulative and no one of them shall
be exclusive of any other or of any right or remedy allowed by law.
11. In consideration of the making of this Agreement, as well as of the other
consideration stated herein, you expressly agree that any contract, agreement or
understanding between you and the Company with respect to severance or
termination pay, notice of severance or termination, or pay in lieu of notice of
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severance or termination previously extended to you whether by way of contract,
letter, or Company termination or severance policy is hereby rescinded. You
further agree that if you continue in the employ of the Company after the end of
this Agreement, your employment shall be at will and shall otherwise be in
accordance with the provisions of such then existing Company policies as may
then be in effect applicable to comparable executives of the Company.
12. This Agreement shall be governed by the laws of the State of California
applicable to contracts performed entirely therein.
13. This Agreement shall inure to the benefit of the successors and general
assigns of the Company and to the benefit of any other corporation or entity
which is a parent, subsidiary or affiliate of the Company to which this
Agreement is assigned, and any other corporation or entity into which the
Company may be merged or with which it may be consolidated. Except as herein
provided, this Agreement shall be nonassignable.
Sincerely,
FOX CHANNELS SERVICES, LLC
By /s/ Gloria Dickey
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Gloria Dickey
Date 6/29/2000
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THE FOREGOING IS AGREED TO:
/s/ Robert Thompson
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Robert Thompson
6/29/2000
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Date
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