SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1995
Commission File Number 0-16099
Telemundo Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3348686
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2290 West 8th Avenue
Hialeah, Florida 33010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 884-8200
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X No __
As of May 10, 1995, 10,000,000 shares of Common Stock of Telemundo Group, Inc.
were outstanding.
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION: No.
Item 1. Financial Statements
Consolidated Statements of Operations for
the Three Months Ended March 31, 1995 and 1994 (Unaudited) 2
Consolidated Balance Sheets at March 31, 1995
(Unaudited) and December 31, 1994 3
Consolidated Statement of Changes in Common
Stockholders' Equity for the Three Months Ended
March 31, 1995 (Unaudited) 4
Consolidated Statements of Cash Flows for
the Three Months Ended March 31, 1995 and 1994 (Unaudited) 5
Notes to Consolidated Financial Statements
(Unaudited) 6
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 8
PART II. OTHER INFORMATION, AS APPLICABLE 11
SIGNATURES 12
<TABLE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
<C> <C>
<S> Predecessor
Three Months Ended March 31 1995 1994
- ---------------------------------------------------------------------------------
Net revenue......................................... $ 34,895,000 $37,974,000
Costs and expenses:
Direct operating costs.......................... 20,040,000 22,440,000
Selling, general and administrative expenses
other than network and corporate............. 8,499,000 8,511,000
Network and corporate expenses.................. 8,724,000 9,447,000
Depreciation and amortization................... 2,821,000 2,574,000
----------- ---------
40,084,000 42,972,000
----------- ----------
Operating loss...................................... (5,189,000) (4,998,000)
Other income (expense).............................. 3,000 (20,000)
Reorganization items................................ - (1,304,000)
Interest expense - net of interest income of
$79,000 in 1995.................................. (3,548,000) (138,000)
Equity in net loss from TeleNoticias................ (1,545,000) -
----------- ----------
Loss before income taxes............................ (10,279,000) (6,460,000)
Income tax provision................................ (845,000) (870,000)
------------ ----------
Net loss............................................ $(11,124,000) $(7,330,000)
============ ===========
Net loss per share.................................. $(1.11) $*
====== ==
Average number of shares outstanding................ 10,000,000 *
========== ==
<FN>
* As a result of the effects of the Company's reorganization, net loss per share and
average number of shares outstanding are not applicable for the 1994 period.
See notes to consolidated financial statements
</TABLE>
<TABLE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION> <C> <C>
<S> March 31 December 31
Assets 1995 1994
- ------------------------------------------------------------------------------------------
(Unaudited)
Current assets:
Cash and cash equivalents............................... $ 5,390,000 $1,850,000
Accounts receivable, less allowance for doubtful
accounts of $2,612,000 and $2,845,000................. 34,056,000 47,673,000
Television programming.................................. 12,486,000 12,410,000
Prepaid expenses and other.............................. 5,241,000 6,296,000
----------- ----------
Total current assets............................... 57,173,000 68,229,000
Property and equipment - net.............................. 61,512,000 62,774,000
Television programming.................................... 4,302,000 3,172,000
Other assets.............................................. 989,000 909,000
Investment in TeleNoticias................................ 2,603,000 4,148,000
Broadcast licenses and reorganization value in
excess of amounts allocable to identifiable assets...... 92,144,000 92,792,000
------------ ------------
$218,723,000 $232,024,000
============ ============
Liabilities and Stockholders' Equity
- ------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable......................................... $ 6,241,000 $ 7,308,000
Accrued expenses and other............................... 20,696,000 23,304,000
Television programming obligations....................... 6,968,000 5,292,000
------------ -----------
Total current liabilities............................ 33,905,000 35,904,000
Long-term debt............................................. 100,906,000 100,724,000
Capital lease obligations.................................. 7,119,000 7,263,000
Television programming obligations......................... 961,000 763,000
Other liabilities.......................................... 16,618,000 17,370,000
----------- ----------
159,509,000 162,024,000
Contingencies and commitments
Common stockholders' equity:
Series A Common Stock, $.01 par value,
14,388,394 shares authorized, 5,086,696 and
4,388,394 shares outstanding at March 31, 1995 and
December 31, 1994...................................... 51,000 44,000
Series B Common Stock, $.01 par value,
5,611,606 shares authorized, 4,913,304 and
5,611,606 shares outstanding at March 31, 1995 and
December 31, 1994...................................... 49,000 56,000
Additional paid-in capital............................... 70,238,000 69,900,000
Retained earnings (deficit).............................. (11,124,000) -
------------ ----------
59,214,000 70,000,000
------------ ---------
$218,723,000 $232,024,000
<FN> ============ ============
See notes to consolidated financial statements
</TABLE>
<TABLE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY (Unaudited)
- ----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Number of
Shares Common
Outstanding Stock
- ----------------------------------------------------------------------------------------------------------------------------
Series A Series B Series A Series B Additional Retained Common
Common Common Common Common Paid-In Earnings Stockholders'
Stock Stock Stock Stock Capital (Deficit) Equity
-------- ------- -------- ------- ----------- --------- ------------
Balance, December 31, 1994...... 4,388,394 5,611,606 $44,000 $56,000 $69,900,000 $ - $ 70,000,000
Net loss........................ - - - - - (11,124,000) (11,124,000)
Stock option transactions....... - - - - 338,000 - 338,000
Stock conversions............... 698,302 (698,302) 7,000 (7,000) - - -
---------- -------- ------- ------ ---------- ----------- ------------
Balance, March 31, 1995......... 5,086,696 4,913,304 $51,000 $49,000 $70,238,000 $(11,124,000) $ 59,214,000
========== ========= ======= ======= =========== ============ ============
(a) Effect of the cancellation and issuance of options to a former officer.
<FN>
See notes to consolidated financial statements
</TABLE>
<TABLE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<CAPTION>
<S> <C> <C>
Predecessor
Three Months Ended March 31 1995 1994
- -------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss.............................................. $(11,124,000) $ (7,330,000)
Charges not affecting cash:
Depreciation and amortization....................... 2,821,000 2,574,000
Interest accretion on 10.25% Senior Notes........... 371,000 -
Equity in net loss from TeleNoticias................ 1,545,000 -
Changes in assets and liabilities:
Accounts receivable................................. 13,617,000 8,413,000
Television programming.............................. (1,206,000) (1,208,000)
Television programming obligations.................. 1,874,000 (90,000)
Accounts payable and accrued expenses and other..... (3,240,000) (3,214,000)
---------- ----------
4,658,000 (855,000)
CASH FLOWS FROM INVESTING ACTIVITY:
Additions to property and equipment.................... (785,000) (2,088,000)
--------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of obligations under capital leases........... (133,000) (244,000)
Payments under revolving credit facility............... (200,000) -
--------- -----------
(333,000) (244,000)
Increase (decrease) in cash and cash equivalents....... 3,540,000 (3,187,000)
Cash and cash equivalents, beginning of period......... 1,850,000 37,675,000
----------- -----------
Cash and cash equivalents, end of period............... $ 5,390,000 $34,488,000
=========== ===========
Supplemental cash flow information:
Interest paid........................................ $ 52,000 $ -
=========== ===========
Income taxes paid, incuding Puerto Rico withholding
taxes.............................................. $ 1,553,0000 $ 1,121,000
============ ===========
<FN>
See notes to consolidated financial statements
</TABLE>
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
- ---------------------------------------------------------------------------
1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited consolidated
financial statements of Telemundo Group, Inc. ("Telemundo") and
subsidiaries (collectively the "Company") include all adjustments
(consisting of normal recurring accruals only) necessary to present fairly
the Company's financial position at March 31, 1995, and the results of
operations and cash flows for all periods presented. The results of
operations for interim periods are not necessarily indicative of the
results to be obtained for the entire year.
For a summary of significant accounting policies, which have not changed
from December 31, 1994, and additional financial information, see the
Company's Annual Report on Form 10-K for the year ended December 31, 1994.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
On December 30, 1994 (the "Consummation Date"), Telemundo consummated its
financial restructuring pursuant to a plan of reorganization under chapter
11 of the Bankruptcy Code (the "Plan"). The period prior to the
consummation of the Plan is presented on a historical cost basis without
giving effect to the reorganization and is separated by a line. For
purposes of these financial statements, the term "Predecessor" refers to
the Company prior to emergence from chapter 11 reorganization.
Broadcast Licenses and Reorganization Value in Excess of Amounts Allocable
to Identifiable Assets
Broadcast licenses and reorganization value in excess of amounts allocable
to identifiable assets represents the portion of reorganization value not
attributable to specific tangible assets of the Company at the time of the
reorganization. This value is attributable primarily to FCC broadcast
licenses ($84,098,000). Intangible assets are being amortized on a straight-
line basis over periods ranging from 10 to 40 years. On an ongoing basis,
the Company will continue to review the carrying value of broadcast licenses
and reorganization value in excess of amounts allocable to identifiable assets
and if such review indicates that the value may not be fully recoverable,
the carrying value will be reduced to estimated fair value.
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
- ---------------------------------------------------------------------------
Net Loss Per Share
Net loss per share for the three months ended March 31, 1995 is calculated
by dividing the net loss by the average number of shares outstanding during
the period. Conversion of stock options and warrants is not considered in
the computation as all stock options and warrants are antidilutive. As a
result of the effects of the reorganization, per share information and
average number of shares outstanding for the 1994 period is not applicable
and therefore have been omitted from the accompanying financial statements.
Reclassifications
Certain reclassifications have been made in the prior period's financial
statements to conform with the current period's presentation.
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
- ---------------------------------------------------------------------------
Introduction
Telemundo Group, Inc. ("Telemundo"), together with its subsidiaries
(collectively, the "Company"), is a Spanish language television network
that, through its owned and operated stations and affiliates, serves 54
markets in the continental United States, including the 31 largest Hispanic
markets, and reaches approximately 85% of all U.S. Hispanic households.
The Company also owns and operates a television station and related
production facilities in Puerto Rico. The Company produces Spanish-
language programming for use on its network and for sale in foreign
countries and sells advertising time on behalf of its owned and operated
television stations and affiliates. The Company also holds a 42% interest
in TeleNoticias del Mundo, L.P. ("TeleNoticias"), a 24-hour Spanish
language news service distributed in Latin America, the United States and
Europe.
The television broadcasting business is seasonal and the first half of the
calendar year, particularly the first quarter, generally produces a lower
level of revenue due to the reduced demand for advertising time. Because
costs are more ratably spread throughout the year, the impact of a lower
level of revenue on operating income in the first quarter is more pronounced.
Transactions Affecting Comparability of Results of Operations and Financial
Condition
On December 30, 1994, Telemundo consummated its financial restructuring
pursuant to a plan of reorganization under chapter 11 of the Bankruptcy
Code. The period prior to the consummation of the plan of reorganization
is presented on a historical cost basis without giving effect to the
reorganization and is separated by a line. For purposes of these financial
statements, the term "Predecessor" refers to the Company prior to emergence
from chapter 11 reorganization.
Results of Operations
Net revenue for the three months ended March 31, 1995 as compared to the
corresponding period of 1994 was as follows:
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
- ---------------------------------------------------------------------------
Three Months Ended
March 31
--------------------------
Predecessor
-----------
--------------------------
1995 1994 Change
-------------------------- ------
Net Commercial Air Time:
Continental U.S.:
Network and National Spot.... $14,542,000 $17,693,000 (18)%
Local........................ 8,588,000 9,675,000 (11)%
----------- -----------
23,130,000 27,368,000 (15)%
Puerto Rico..................... 6,067,000 6,100,000 (1)%
----------- -----------
29,197,000 33,478,000 (13)%
Other............................. 5,698,000 4,496,000 27 %
----------- -----------
$34,895,000 $37,974,000 (8)%
=========== ===========
The decrease in commercial air time revenue is the result of an overall
decline in audience share. A change in audience share typically has a
delayed impact on revenue. The decline in audience share therefore will
continue to impact the Company's revenue for the second quarter and such
revenue is likely to decrease from the prior year. In March 1995, the Company's
President and Chief Executive Officer resigned and a new President and Chief
Executive officer was elected. In addition, the Company hired a new Executive
Vice President for Programming and Production. To attempt to counteract the
audience share decline, the Company's new management has implemented several
measures, including a re-arranging of the Company's network program schedule,
the introduction of new programs, and the formation of a new Los Angeles-based
production unit that began producing certain new network programs in late
April. The Company expects that these measures will address specifically the
interests and culture of the largest cross-section of Hispanics in the United
States.
On a local revenue level, the ratings decline most significantly impacted
KVEA (Los Angeles).
Other revenue increased primarily due to sales of blocks of broadcast time.
Direct operating costs decreased by $2.4 million, or 11%, for the three
months ended March 31, 1995 from the corresponding period of the prior
year. The reduction in the cost of programming in certain time periods,
including network news, primarily accounted for the decrease. The Company
does not anticipate the new programming initiatives discussed above will
significantly impact its overall cost of programming.
Network and corporate expenses, which represent costs associated with the
network operations center and corporate offices as well as sales,
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
- ---------------------------------------------------------------------------
marketing and other network costs not allocated to specific television
stations, decreased by $723,000, or 8%, over the corresponding period of
the prior year. The decrease primarily reflects the implementation of
certain cost saving measures in response to the decline in revenue, offset
in part by the contracted increases in the cost of the Nielsen national
Hispanic television ratings service.
Interest expense for the three months ended March 31, 1995 totaled $3.6
million as compared to $138,000 for the corresponding period of the prior
year. Interest expense during the three months ended March 31, 1995 primarily
represents interest accrued on the 10.25% Senior Notes and is offset by
$79,000 of interest income. Interest income for the 1994 period was
$213,000 and was offset against reorganization items. Interest was not
accrued during the 1994 period as the Company was in reorganization.
The Company is in a net operating loss position for federal income tax purposes,
and therefore no federal tax benefit was recognized for the periods. The income
tax provision recorded in all periods relates to WKAQ, which is taxed separately
under Puerto Rico income tax regulations, withholding taxes related to
intercompany interest, and certain state and local taxes. The utilization of
net operating loss carryforwards are subject to certain limitations imposed by
Section 382 of the Internal Revenue Code and their use by the Company is
significantly limited.
Liquidity and Sources of Capital
The Company's cash flow provided from operating activities was $4.7 million
for the three months ended March 31, 1995 as compared to a use of $855,000
for the corresponding period of 1994. The increase was the result of changes
in asset and liability accounts, primarily collections of accounts
receivable.
The Company had working capital of $23.3 million at March 31, 1995.
The Company anticipates that capital expenditures of approximately $6.5
million will be made during 1995 for the general replacement of equipment
at all facilities and modifications at the network operations center.
Payments under the Company's capital lease obligations are primarily for
its satellite transponder.
The Company's principal sources of liquidity are cash from operations and a
revolving credit facility. The facility provides for borrowings of up to
$20 million, subject to an accounts receivable borrowing base, which was
maintained at March 31, 1995. No borrowings were outstanding under the
credit facility at March 31, 1995.
In July 1994, the Company entered into a partnership agreement with
subsidiaries of Reuters Holdings PLC, an international news and information
organization, Antena 3 de Television, S.A., a Spanish media company, and
Arte Radiotelevisivo Argentino, S.A., an Argentinean media company, to
launch a 24-hour international Spanish-language news service. The news
service, TeleNoticias, which began transmitting on December 1, 1994, is
produced and distributed from the Company's network operations center in
Hialeah, Florida. The Company holds a 42% interest in the partnership.
The Company is required to make cash contributions to the partnership of up
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION (Continued)
- ---------------------------------------------------------------------------
to $6.5 million during the partnership's first fiscal year, which commenced
on September 16, 1994, and up to an aggregate of $10.0 million through its
sixth fiscal year. The Company made cash contributions totaling $5.5
million to the partnership in 1994, primarily for start up costs. No cash
contributions were made during the three months ended March 31, 1995.
Commencing December 1994, TeleNoticias assumed production of the Company's
network news programs for a six year period at an initial cost of $5
million per year, increasing by $500,000 each year. In addition, the
Company provides certain services to the partnership including the use of a
news studio in the Company's network operations center. The equity in net
loss from TeleNoticias represents 42% of TeleNoticias' net loss for the
three months ended March 31, 1995 and includes depreciation and
amortization of $168,000.
In March 1995, the Company agreed to a settlement in connection with
litigation brought against the Company's retirement and savings plan. The
Company has agreed to pay the settlement amount of $2.3 million on June 30,
1995 on behalf of the plan, which was accrued for at December 31, 1994.
TELEMUNDO GROUP, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
- ---------------------------------------------------------------------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
10.1 Employment Agreement dated as of March 9, 1995 between
the Company and Roland A. Hernandez.
10.2 Nonqualified Stock Option Agreement dated as of March 9,
1995 between the Company and Roland A. Hernandez.
10.3 Agreement and Release dated as of March 17, 1995 between
the Company and Joaquin F. Blaya.
(b) Reports on Form 8-K
-------------------
During the three months ended March 31, 1995, the Company filed
a report on Form 8-K dated January 13, 1995 to report an Item 1
event, which was the change in control of the Company as a
result of the consummation the Plan as of December 30, 1994.
No financial statements were required to be filed with the
report.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TELEMUNDO GROUP, INC.
(Registrant)
/s/ Peter J. Housman II
------------------------------------
Date: May 11, 1995 Peter J. Housman II
(Authorized Officer and Chief Financial
Officer)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000806083
<NAME> Telemundo Group, Inc. And Subsidiaries
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 5,390,000
<SECURITIES> 0
<RECEIVABLES> 36,668,000
<ALLOWANCES> 2,612,000
<INVENTORY> 0
<CURRENT-ASSETS> 57,173,000
<PP&E> 63,685,000
<DEPRECIATION> 2,173,000
<TOTAL-ASSETS> 218,723,000
<CURRENT-LIABILITIES> 33,905,000
<BONDS> 100,895,000
<COMMON> 100,000
0
0
<OTHER-SE> 59,114,000
<TOTAL-LIABILITY-AND-EQUITY> 218,723,000
<SALES> 0
<TOTAL-REVENUES> 34,895,000
<CGS> 0
<TOTAL-COSTS> 40,084,000
<OTHER-EXPENSES> 1,542,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,548,000
<INCOME-PRETAX> (10,279,000)
<INCOME-TAX> 845,000
<INCOME-CONTINUING> (11,124,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (11,124,000)
<EPS-PRIMARY> (1.11)
<EPS-DILUTED> (1.11)
</TABLE>
EMPLOYMENT AGREEMENT
AGREEMENT, between Telemundo Group, Inc., a
Delaware corporation (the "Company"), and Roland A.
Hernandez ("Executive"), dated as of March 9, 1995 (the
"Agreement").
WHEREAS, the Company wishes to secure the services
of Executive and Executive wishes to furnish such services
to the Company pursuant to the terms and provisions of this
Agreement;
IT IS, THEREFORE, AGREED AS FOLLOWS:
1. Employment and Term. The Company hereby
agrees to employ Executive in its employ, and Executive
hereby agrees to enter into such employment as President and
Chief Executive Officer of the Company for the period
commencing on the date first above written and ending on
March 1, 1998, unless terminated sooner pursuant to Section
9 herein (the "Employment Period"). The Executive also
agrees, during the Employment Period, to serve (without
additional compensation) on the board of directors (and
appropriate committees thereof) of the Company, if requested
by the Company.
2. Terms of Employment. (a) During the
Employment Period, Executive agrees to devote all but a
deminimis amount of his business time and attention to the
business and affairs of the "Telemundo Group" (as defined
below) and to use his best efforts to perform faithfully and
efficiently such responsibilities. It is acknowledged and
agreed that, in addition to such deminimis business time as
Executive is permitted to spend other than on the business
and affairs of Telemundo Group described above, Executive
may also serve as a member of the board of directors of (i)
Interspan Communications Ltd., the general partner of
Interspan Communications, a California limited partnership
that is an affiliate of the Company, (ii) Inter-Con
Securities Systems, Inc., (iii) Beneficial Corporation, and
(iv) and any other board seats that the board of directors
of the Company approves in writing in its sole and absolute
discretion, and which activities referred to in (i)-(iv)
above Executive agrees shall, individually or in the
aggregate, not interfere or conflict with the performance of
his duties hereunder. For purposes of this Agreement, the
term "Telemundo Group" shall mean any and all of the Company
and any of its current or future divisions or subsidiaries.
(b) The principal place of employment of
Executive shall be deemed to be the city in which the
Company maintains its principal executive offices.
Executive understands and agrees that in connection with his
employment hereunder, he will be required to travel
extensively on behalf of the Telemundo Group.
3. Base Salary. During the Employment Period,
Executive shall receive a base salary at an annual rate of
$700,000 (the "Base Salary"). The Base Salary shall be
payable consistent with the executive payroll practices of
the Company. In addition, the Company shall pay Executive
$46,027 on the first regularly scheduled payroll payment
date after the date of this Agreement.
4. Bonus. For each fiscal year (or portion
thereof) during the Employment Period, Executive will be
paid a bonus (the "Bonus") as set forth below if the Company
attains the "High Point", "Target" or "Threshold"
performance targets set by the Compensation Committee of the
Board of Directors as set forth on Exhibit A as "Adjusted
Net Contribution" ("ANC"). Subject to the provisions of
Sections 9(a), 9(d) and 9(e), Executive shall receive the
Bonus only if Executive is employed by the Company on the
last day of the fiscal year to which a performance target
relates.
(a) For the fiscal year ended December 31, 1995,
if the Company attains the Threshold ANC but less than the
Target ANC, Executive shall receive a Bonus in the amount
equal to (A)(i) 75% plus (ii) the Threshold\Target
Interpolation Percentage (defined below) multiplied by (B)
the Base Salary for such year. If the Company attains the
Target ANC, but less than the High Point ANC, Executive
shall receive a Bonus in an amount equal to (A)(i) 100% plus
(ii) the Target\High Point Interpolation Percentage (defined
below) multiplied by (B) the Base Salary for such year. If
the Company attains at least the High Point ANC, Executive
shall receive a Bonus equal to 150% of Base Salary for such
year. If the Company shall fail to achieve at least the
Threshold ANC for such year, no Bonus shall be due or
payable for such year.
(b) For the fiscal year ended December 31, 1996
and December 31, 1997, if the Company attains the Threshold
ANC, but less than the Target ANC, Executive shall receive a
Bonus equal to (A)(i) 50% plus (ii) the Threshold\Target
Interpolation Percentage multiplied by (B) the Base Salary
for such year. If the Company attains the Target ANC but
less than the High Point ANC, Executive shall receive a
bonus equal to (A)(i) 100% plus (ii) the Target\High Point
Interpolation Percentage multiplied by (B) the Base Salary
for such year. If the Company attains at least the High
Point ANC, Executive shall receive a bonus equal to 150% of
Base Salary for such year. If the Company shall fail to
achieve at least the Threshold ANC for such year, no Bonus
shall be due or payable for such year.
(c) The "Threshold\Target Interpolation"
Percentage" shall equal (A) 25%, in the case of the fiscal
year ended December 31, 1995, and 50%, in the case of all
other fiscal years, multiplied by (B) the number resulting
from dividing (x) the amount by which the actual ANC exceeds
the Threshold ANC by (y) the amount by which the Target ANC
exceeds the Threshold ANC.
The "Target\High Point Interpolation
Percentage" shall equal (A) 50% multiplied by (B) the number
resulting from dividing (x) the amount by which the actual
ANC exceeds the Target ANC by (y) the amount by which the
High Point ANC exceeds the Target ANC.
(d) The Bonus shall be paid upon certification by
the Compensation Committee (to be made within 30 days after
the certification by the Company's independent auditors of
the financial statements for such fiscal year) that the
performance targets entitling Executive to a bonus with
respect to such fiscal year have been met. If the
Compensation Committee so certifies, the Bonus will be paid
promptly but in no event later than ten days after such
certification.
(e) For purposes of this Agreement, the
"Compensation Committee" shall mean a committee consisting
of at least two (2) directors of the Company, all of whom
are "disinterested directors" within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934, as amended,
and "outside directors" within the meaning of Section 162(m)
of the Internal Revenue Code of 1986, as amended.
5. Employee Benefit Plans; Etc. (a) Executive
shall be entitled during the Employment Period to
participate in all retirement, disability, pension, savings,
medical, insurance and other plans of the Company generally
available to all senior executives (other than any
performance based bonus or option (or similar) plans).
Executive shall be entitled to paid vacations during each
year of his employment consistent with the Company's
vacation policy for executive level employees (which shall
provide for at least 20 vacation days per year).
(b) During the Employment Period, the Company
shall lease (or if requested by Executive pay directly or
reimburse Executive for), up to an aggregate of $4,000 per
month, for the lease expenses associated with (i) the
leasing of an automobile in Miami, Florida (including such
insurance as the Company shall deem appropriate) and (ii)
the renting of a furnished apartment in Miami, Florida, all
for use in connection with Executive's responsibilities
hereunder.
(c) The Company shall reimburse Executive, up to
an aggregate of $20,000, for all actual legal expenses and
costs actually incurred by Executive in connection with the
negotiation, preparation and execution of this Agreement and
the related compliance with all applicable reporting
requirements under the federal securities laws that are
attendant to Executive and his beneficial ownership of
securities issued by the Company incurred through March 20,
1995.
(d) The Company agrees that it will continue to
provide Executive, in his capacity as an officer, with
indemnification rights which are not materially less
favorable to the Executive, in his capacity as an officer,
than those provided as of the date hereof in the By-laws of
the Company.
6. Life Insurance. During the Employment Period,
the Company shall, at its own cost and expense (but only to
the extent Executive passes a physical examination and is
insurable at standard rates), maintain a term life insurance
policy or similar coverage on the life of Executive in the
amount of $2,000,000 payable to such beneficiary or
beneficiaries as Executive may designate. The Company may
maintain such other insurance on the life of Executive as it
deems appropriate, and Executive agrees to submit to all
requested medical examinations and procedures required in
connection therewith.
In lieu of the term life insurance described above,
Executive shall have the option to obtain whole life or
other life insurance in an amount equal to or greater than
$2,000,000, in which case the Company shall reimburse
Executive each year during the Employment Period an amount
equal to the premium which it would have paid for $2,000,000
of term life insurance described above.
7. Stock Option Agreement. Contemporaneously
with and in connection with the execution of this Agreement,
the parties hereto are entering into a Nonqualified Stock
Option Agreement For Corporate Officers ("Stock Option
Agreement") with respect to an aggregate 512,500 shares of
the Company's Series A Common Stock, par value $.01 per
share (the "Common Stock").
8. Expenses. The Company shall reimburse
Executive for all reasonable expenses properly incurred by
him in accordance with the policies of the Telemundo Group
in effect from time to time, on behalf of the Telemundo
Group in the performance of his duties hereunder, provided
that proper vouchers are submitted to the Company by
Executive evidencing such expenses and the purposes for
which the same were incurred.
9. Termination. (a) Death or Disability. Except
as otherwise provided herein, this Agreement shall terminate
automatically upon Executive's death.
The Company may terminate this Agreement
after having established Executive's "Disability" (as
defined below), by giving Executive written notice of its
intention to terminate Executive's employment. For purposes
of this Agreement, "Disability" means Executive's inability
to perform substantially all his duties and responsibilities
to the Telemundo Group by reason of a physical or mental
disability or infirmity (i) for a continuous period of three
months or one or more periods aggregating three months in
any twelve month period or (ii) at such earlier time as
Executive submits medical evidence satisfactory to the
Company or the Board of Directors determines in good faith
and upon competent medical advice that Executive has a
physical or mental disability or infirmity that will likely
prevent Executive from substantially performing his duties
and responsibilities for three months or longer. The date
of Disability shall be the day on which Executive receives
notice from the Company pursuant to this Section 9.
Upon termination of Executive's employment
because of death or Disability, the Company shall pay
Executive or his estate or other personal representative (i)
within 60 days, the amount of Executive's Base Salary as
provided in paragraph 3 hereof at the rate in effect
immediately prior to the date of death or Disability, as the
case may be, through the date of termination, (ii) all
benefits and other items referred to in Sections 5 and 8
which are due up to the date of death or Disability and
(iii) when otherwise due in accordance with the provisions
of Section 4, the Bonus, if any, earned for the year in
which such termination occurred.
(a) Cause; Other Termination. The Company shall
have the right to terminate Executive's employment for
"Cause" as defined below. Except as provided in Section 15
herein, upon termination of Executive's employment for Cause
or for any reason (an "Other Reason") not specifically
described in Section 9(a), 9(c), 9(d) or 9(e), this
Agreement shall terminate and the Executive shall not be
entitled to receive any compensation or other benefits other
than Base Salary earned up to the date of termination and
all benefits and other items referred to in Sections 5 and 8
which are due up to the date of termination (and the Company
shall be entitled to terminate any life insurance payments
provided pursuant to Section 6).
For purposes of this Agreement, "Cause" shall mean
(i) the willful and continued failure by Executive to
perform substantially all his duties to the Company or the
failure by the Executive to comply with the reasonable
written policies, procedures and directives of the Board of
Directors (other than any such failure resulting from his
death or Disability), in each case after being given written
notice by the Board of Directors of the Company of a failure
to perform or comply (which notice specifically identifies
the manner in which Executive has failed to perform or
comply) and a reasonable opportunity to cure such non-
compliance or non-performance; (ii) the willful misconduct
by Executive in the performance of his duties to the
Company, provided that (for purposes of this clause (ii)
only and not for any other purpose or interpretation of this
Agreement) an act shall be considered "willful" only if done
in bad faith and not in the best interests of the Company;
(iii) the grossly negligent performance by Executive of his
duties to the Company; (iv) the conviction of Executive by a
court of competent jurisdiction of (x) a felony or (y), a
crime involving moral turpitude; or (v) a material breach by
Executive of Sections 10 or 11 hereof.
Notwithstanding the foregoing, the Company shall not be
entitled to terminate Executive for any of the reasons
specified in clause (i), (ii), (iii) or (v) of the
immediately preceding paragraph unless such termination is
authorized by a resolution adopted by the board of directors
of the Company at a meeting called and held for this purpose
(after reasonable written notice to Executive and after
affording Executive and his counsel an opportunity to be
heard before the board of directors) and prior written
notice of the facts, circumstances or deficiencies
supporting a claim for Cause termination is provided to
Executive at least 5 days prior to any such Board meeting.
This provision shall not restrict the Company from
terminating Executive for any other reason permitted under
this Agreement nor bar it from later considering whether a
for Cause termination could have been made, and if so
established (in accordance with the provisions set forth
above) from treating the termination as a for Cause
termination (provided, that if the requirements of the
following paragraph prerequisite to the Company having a
repurchase option as specified in the second following
paragraph are not satisfied, nothing otherwise contained in
this sentence shall permit the Company to exercise the
repurchase option).
The Company shall have a repurchase option as set forth
below only in the event where (1) (w) the Company has
provided Executive with written notice (the "Notice") of
facts, circumstances or deficiencies (collectively,
"deficiencies") alleged to give a reason to permit, or which
is expected to permit, for Cause termination and what the
Company believes the Executive must do to cure such
deficiency, (x) the Executive is provided a 45 day period
from delivery of such notice to resolve or cure such
deficiencies, (y) the Executive has failed to take
demonstrable, reasonable steps to cure the deficiency as
requested by the Notice, and (z) the board of directors at a
meeting called and held for this purpose (after reasonable
written notice to Executive and his counsel and after
affording Executive and his counsel an opportunity to be
heard before the board), resolves to terminate the Executive
for Cause pursuant to clause (i) or (ii) of the definition
of "Cause" set forth above or (2) pursuant to clause (iv) of
the definition of "Cause", but in the case of clause (iv)
only for a felony involving moral turpitude, or (3) this
Agreement (and the Employment Period) is terminated for any
Other Reason.
Upon the occurrence of the events described in
clause (1) or (2) or (3) of the preceding paragraph the
Company may, upon written notice to Executive given no later
than 30 days after such termination, purchase, at its sole
option, and Executive shall sell to the Company or such
person as the Company shall designate, promptly after the
receipt of such notice, such number of the shares of the
Common Stock received by Executive through the exercise of
any options to purchase such Common Stock granted to
Executive by the Company as the Company shall designate, at
a price equal to the exercise price of the option pursuant
to which such share was acquired; provided, however, that
(i) the Company's right to purchase Common Stock shall not
apply to shares of Common Stock sold or otherwise disposed
of by Executive prior to the giving of such Notice in good
faith (and not with an intent to avoid the provisions of
this section) in an arm's length transaction and other than
to a relative or person or entity owned or controlled,
directly or indirectly, by Executive or a relative of
Executive and Executive shall have the unqualified right to
retain all sales proceeds arising from any such sale of such
shares, and (ii) if such repurchase right is exercised where
Executive is terminated for "Cause", the Company's
repurchase right shall not be effective until 40 days after
such termination, provided, that if prior to the end of such
40 day period, Executive or the Company shall initiate
arbitration to determine if Cause existed for the Company's
termination of Executive, the purchase right shall only be
effective after there has been a final arbitration award or
judicial determination establishing that there was Cause for
the Company's termination of Executive; and, provided
further that the Company may cancel such repurchase right at
any time prior to such final arbitration award or judicial
determination.
(b) Failure to Achieve Adjusted Net Contribution.
The Company may terminate Executive's employment for failure
of the Company and its consolidated subsidiaries to achieve
80% of the Target ANC for the fiscal year ended December 31,
1996 by giving Executive a notice of termination no later
than April 30, 1997 which states a date of termination no
later than 30 days following such notice. Upon termination
of Executive's employment pursuant to the terms of this
Section 9(c), this Agreement shall, except as provided in
Section 15, terminate and Executive shall be entitled to
receive only Base Salary earned up to the date of
termination and all other items referred to in Sections 5
and 8 which are due up to the date of termination.
(c) Termination Without Cause. Notwithstanding
anything to the contrary contained herein, the Company shall
have the right to terminate the employment of Executive at
any time without Cause. In such event, except as provided
in Section 15, this Agreement shall terminate and the
Executive shall not be entitled to receive any compensation
or other benefits other than the Company shall, (i) through
March 1, 1998, continue to pay to Executive the Base Salary
in effect immediately prior to the date of termination, such
payments to be made in installments at the times such
amounts would have been paid if the Agreement had not been
so terminated, and (ii) pay to the Executive, when otherwise
due in accordance with Section 4, the Bonus, if any, earned
for the fiscal year such termination occurs, and (iii)
through March 1, 1998, continue Executive's benefits and
other items referred to in Section 5 or, to the extent the
Company is legally unable to provide any such benefits or
other items as a result of Executive no longer being an
employee, reimburse Executive for his cost (not to exceed
the actual cost to the Company if he were still an employee)
of obtaining the equivalent coverage and benefits. During
such period, Executive shall be subject to the provisions
set forth in Sections 10 and 11 below.
(d) Termination as a Result of Diminution of
Duty.
(i) Executive shall have the right to
terminate his employment under this Agreement upon a
"Diminution in Duty," by giving written notice to the
Company. Upon such termination, except as provided in
Section 15, this Agreement shall terminate and the
Executive shall not be entitled to receive any
compensation or other benefits other than the Company
shall (i) through March 1, 1998, continue to pay to
Executive the Base Salary in effect immediately prior
to the date of termination, such payments to be made in
installments at the times such amounts would have been
paid if the Agreement had not been so terminated, and
(ii) pay to the Executive, when otherwise due in
accordance with Section 4, the Bonus, if any, earned
for the fiscal year such termination occurs, and (iii)
through March 1, 1998, continue Executive's benefits
and other items referred to in Section 5 or, to the
extent the Company is legally unable to provide any
such benefits or other items as a result of Executive
no longer being an employee, reimburse Executive for
his cost (not to exceed the actual cost to the Company
if he were still an employee) of obtaining the
equivalent coverage and benefits. During such period,
Executive shall be subject to the provisions set forth
in Sections 10 and 11 below.
(ii) A "Diminution in Duty" means a change
in Executive's responsibilities which represents a
material demotion or material diminution from his
responsibilities as in effect on the date hereof. A
Diminution in Duty shall not be deemed to have occurred
prior to the giving of written notice by the Executive
to the Company specifically describing the alleged
diminution or demotion, and the actions the Executive
believes are necessary to cure such alleged Diminution
in Duty, and the Company's failure to so cure within 15
days of receipt of such notice. The giving of such
notice and the action or failure to take action by the
Company shall be irrelevant in determining whether a
material demotion or material diminution constituting a
Diminution in Duty has in fact occurred.
(e) Officer and Board Positions. Upon the
termination of employment with the Company for any reason,
Executive shall be deemed to have resigned his position as
an officer and a member of the board of directors of the
Company and any of its subsidiaries and as a member of any
committees of such boards, effective on the date of
termination; provided, however, that Executive shall not be
so obligated to resign from the board of directors of the
Company so long as Hernandez Partners is entitled to
designate a nominee for election as a director of the
Company under that certain Shareholders Agreement dated as
of December 20, 1994 among Hernandez Partners, TLMD Partners
II, L.L.C. Bastion Capital Fund, L.P., Leon Black, GRS
Partners II, L.P. and The Value Realization Fund, L.P.
(f) Certain Condition. Notwithstanding anything
to the contrary contained in this Section 9, the obligations
of the Company under this Section 9 shall continue only so
long as the Executive does not breach his obligations under
Section 10 and 11.
(g) Certain Effect. As used in this Agreement,
termination of this Agreement shall also result in and mean
termination of the Employment Period hereunder.
10. Confidentiality, etc. Executive will not
divulge, furnish or make accessible to anyone (otherwise
than in the regular course of business of the Telemundo
Group) any confidential information, plans or materials or
trade secrets of the Telemundo Group, or with respect to any
other confidential or secret aspects of the business of the
Telemundo Group. All memoranda, notes, lists, records and
other documents or papers (and all copies thereof),
including such items stored in computer memories, on
microfiche or by any other means, made or compiled by or on
behalf of Executive, or made available to him relating to
the Telemundo Group are and shall be the Company's property
and shall be delivered to the Company promptly upon the
termination of his employment with the Company; provided,
however, that (i) this obligation shall not apply to
information that (1) is not confidential (other than as a
result of Executive's breach of this Section) and (2) does
not contain trade secrets of the Company, (ii) Executive
shall have the right to retain such of the foregoing as
shall be reasonably necessary to enforce his rights under
this Agreement and to comply with and enforce his rights,
including the right to defend himself against claims,
provided copies of such retained information are provided to
the Company and the retained information remain subject to
the provision of this Section, and (iii) Executive shall
have no obligation to return information that is no longer
in his possession, custody or control. This Section 10
shall survive the expiration or termination of this
Agreement, the Employment Period and the term of employment.
11. No Interference; Affiliate Transactions.
(a) During the Employment Period and for one year
thereafter, Executive will not, directly or indirectly, for
himself, or as agent of or on behalf of, or in conjunction
with, any person, firm, corporation, or other entity, engage
or participate in the Company Business (as hereinafter
defined), whether as employee, consultant, partner,
principal, shareholder or representative, or render advisory
or other services to or for any person, firm, corporation or
other entity, which is engaged, directly or indirectly, in
the Company Business; provided, however, that (i) Executive
may continue to own, manage and engage in the television
business activities of Interspan Communications, a
California limited partnership at such time, to the extent
it does not compete with the Company Business other than the
business that Interspan Communications now presently
conducts as it relates to the Dallas-Fort Worth television
station Channel KFWD, and (ii) Executive may own less than
5% of the common stock of a publicly traded company that is
engaged in the Company Business and (iii) Executive may own
Common Stock and securities convertible into Common Stock
(or securities into which Common Stock is converted in any
business combination transaction). For purposes of this
Section 11(a), "Company Business" shall mean and be limited
to any of (x) the provision of Spanish language television
programming in the United States (which includes Puerto
Rico), (y) the ownership of television broadcast stations,
networks or any over-the-air television signal, and cable in
the United States (which includes Puerto Rico) that
broadcast primarily Spanish language programming, and (z)
the sale of television advertising time and programs inside
and outside the United States (which includes Puerto Rico)
for Spanish language television stations, cable and
networks.
(b) During the Employment Period and for one year
after such period, Executive agrees and covenants that he
will not interfere directly or indirectly in any way with
the Company. "Interfere" means to influence or attempt to
influence, directly or indirectly, present or active
prospective customers, employees, suppliers, performers,
directors, representatives, agents or independent
contractors of the Company, or any of its network affiliates
to restrict, reduce, sever or otherwise alter their
relationship with the Telemundo Group or any of its network
affiliates; provided, that this provision shall not restrict
the Executive from conducting the ordinary course business
that Interspan Communications now presently conducts as it
relates to the Dallas-Ft. Worth television station KFWD to
the extent such business is conducted in good faith and
without an adverse effect (it being understood that the
solicitation for employment or employment of Company
employees would have an adverse effect) on the Company
(other than any such effects which have no greater adverse
effect on the Company than the effect that such presently
conducted business of Interspan Communications presently has
on the Company).
(c) Executive agrees that during the Employment
Period, he will not at any time enter into, on behalf of the
Telemundo Group, or cause the Telemundo Group to enter into,
directly or indirectly, any transactions (each, a
"Transaction") with any business organization in which he
or, to his knowledge after due inquiry, any member of his
family may be interested as a partner, trustee, director,
officer, employee, shareholder, lender of money or
guarantor, except to the extent disclosed to the Company and
agreed to by the board of directors of the Company in
writing. Executive will use his best efforts to ensure that
any Transaction is disclosed to the board of directors and
approved thereby prior to entering into a contract relating
thereto and/or consummation thereof, as contemplated by the
preceding sentence.
(d) From and after the termination of this
Agreement, the Executive shall not disparage the Company,
its officers, directors, employees or business and the
Company shall not disparage the Executive and neither party
shall disclose any facts relating to such termination;
provided, that nothing contained in this Section 11(d) shall
restrict the parties from making any statements or
disclosure believed necessary to enforce in any judicial or
similar proceeding the provisions of this Agreement or as a
party believes may be required by applicable law.
(e) In the event any court having jurisdiction
determines that any part of this Section 11 is
unenforceable, such court shall have the power to reduce the
duration or scope of such provision and such provision, in
its reduced form, shall be enforceable. This Section 11
shall survive the expiration or termination of this
Agreement, the Employment Period and the term of employment.
12. Injunctive Relief. Executive acknowledges
that the provisions of Sections 10 and 11 herein are
reasonable and necessary for the protection of the Telemundo
Group and that the Telemundo Group will be irrevocably
damaged if such provisions are not specifically enforced.
Accordingly, Executive agrees that, in addition to any other
relief to which the Company may be entitled in the form of
damages, the Company shall be entitled to seek and obtain
injunctive relief from a court of competent jurisdiction
(without the posting of a bond therefor) for the purposes of
restraining Executive from any actual or threatened breach
of such provisions.
13. Remedies; Service of Process.
(a) Except when a party is seeking an injunction
or specific performance hereunder, the parties agree to
submit any dispute concerning this Agreement to binding
arbitration. The parties may agree to submit the matter to
a single arbitrator or to several arbitrators, may require
that arbitrators possess special qualifications or expertise
or may agree to submit a matter to a mutually acceptable
firm of experts for decision. In the event the parties
shall fail to thus agree upon terms of arbitration within
twenty (20) days from the first written demand for
arbitration, then such disputed matter shall be settled by
arbitration under the Rules of the American Arbitration
Association, by three arbitrators appointed in accordance
with such Rules. Such arbitration shall be held in Los
Angeles, California. Once a matter has been submitted to
arbitration pursuant to this section, the decision of the
arbitrators reached the promulgated as a result thereof
shall be final and binding upon all parties. The cost of
arbitration shall be shared equally by the parties and each
party shall pay the expenses of his/its attorneys, except
that the arbitrators shall be entitled to award the costs of
arbitration, attorneys and accountants' fees, as well as
costs, to the party that they determine to be the prevailing
party in any such arbitration.
(b) Executive hereby irrevocably consents to the
jurisdiction of the Courts of the State of New York and of
any Federal Court located in such State in connection with
any action or proceedings arising out of or relating to the
provisions of Sections 10 and 11 of this Agreement.
Executive further agrees that he will not commence or move
to transfer any action or proceeding arising out or relating
to the provisions of Sections 10 and 11 of this Agreement to
in any Court other than one located in the State of New
York. In any such litigation, Executive waives personal
service of any summons, complaint or other process and
agrees that the service thereof may be made by certified
mail directed to Executive at his address for purposes of
notice under Section 17(b) hereof.
14. Successors. This Agreement and the rights
and obligations hereunder are personal to Executive and
without the prior written consent of the Company and
Executive shall not be assignable.
15. Survival of Provisions. Notwithstanding
anything to the contrary contained herein, the provisions of
Sections 9, 10, 11, 12, 13, 14, 15 and 17 hereof shall
survive the termination or expiration of this Agreement,
irrespective of the reason therefor.
16. Shareholder Approval. Section 4 hereof (and
the option contemplated by Section 7 hereof) is subject to
the approval of holders of a majority of the voting shares
of the Company, which vote shall be taken at the next
meeting of shareholders of the Company. In the event that
such shareholder approval is not received at the next annual
meeting of shareholders of the Company (or if the next
meeting of shareholders is a special meeting, at such
special meeting), Executive may, by giving written notice to
the Company within 15 days of the date of such meeting,
terminate this Agreement and, in such case, the Company
shall pay Executive his Base Salary, when due in accordance
with Section 3, through December 31, 1995, and the $46,027
payable pursuant to the second sentence of Section 3, and
the Company shall have no further obligations to the
Executive under this Agreement or the Stock Option
Agreement.
17. Miscellaneous. (a) This Agreement shall be
governed by and construed in accordance with the laws of the
State of New York, without reference to principles of
conflict of laws.
(a) All notices and other communications
hereunder shall be in writing and shall be deemed to have
been duly given if delivered, telecopied or mailed,
certified or registered mail, return receipt requested:
If to Executive:
Roland Hernandez
900 South Grand Avenue
Alhambra, CA 91801
Phone: (213) 283-2732
with a copy to:
Alan J. Barton, Esq.
Paul, Hastings, Janofsky & Walker
555 S. Flower Street
23rd Floor
Los Angeles, California 90071
Phone: (213) 627-0705
If to the Company:
Telemundo Group, Inc.
2290 West 8th Avenue
Hialeah, Florida 33010
Attention: Chairman
Phone: (305) 884-8200
Telecopy No.: (305) 889-7997
or to such other address as either party shall have
furnished to the other in writing in accordance herewith.
Notices and communications shall be effective when actually
received by the addressee or upon refusal if properly
delivered.
(b) The Company may withhold from any
amounts payable under this Agreement such Federal, state or
local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.
(c) Executive represents and warrants that
he is not a party to any agreement, contract or
understanding, whether employment or otherwise, which would
in any way restrict or prohibit him from undertaking or
performing employment in accordance with the terms and
conditions of this Agreement.
(d) This Agreement (and, as relevant, the
Stock Option Agreement) sets forth the entire understanding
of the parties with respect to the subject matter hereof,
and no statement, representation, warranty or covenant has
been made by either party except as expressly set forth
herein. This Agreement shall not be changed or terminated
orally. This Agreement supersedes and cancels all prior
agreements between the parties, whether written or oral,
relating to the employment of Executive. The heading and
captions contained in this Agreement are for convenience
only and shall not be deemed to affect the meaning or
construction of any provision hereof.
(e) If, at any time subsequent to the date
hereof, any provision of this Agreement shall be held by any
court of competent jurisdiction to be illegal, void or
unenforceable, such provision shall be of no force and
effect, but the illegality or unenforceability of such
provision shall have no effect upon and shall not impair the
enforceability of any other provision of this Agreement.
(f) The Company's failure to insist upon
strict compliance with any provision hereof shall not be
deemed to be a waiver of such provision or any other
provision hereof. Executive's failure to insist upon strict
compliance with any provision hereof shall not be deemed to
be a waiver of such provision or any other provision hereof.
(g) In the event the Company and Interspan
Communications do not enter into a mutually acceptable
written agreement in principle relating to the existing
affiliate agreement by April 9, 1995, this Agreement shall
terminate and the only obligation of the Company hereunder
or under the Stock Option Agreement shall be to pay
Executive the Base Salary due him through April 9, 1995 and
the $46,027 payable pursuant to the second sentence of
Section 3.
IN WITNESS WHEREOF, Executive has hereunto
set his hand and, pursuant to the authorization from its
Board of Directors, the Company has caused these presents to
be executed in its name and on its behalf, all as of the day
and year first above written.
Roland A. Hernandez
TELEMUNDO GROUP, INC.
By:
Name: Leon D. Black
Title: Chairman
JEK\TELEMUND\EEAGR.011
EXHIBIT A
Telemundo Group, Inc.
Bonus Schedule
(dollars in thousands)
Adjusted Net Contribution
As of December 31,
Targets 1995 1996 1997
High Point 31,625 37,950 45,540
Target 27,500 33,000 39,600
Threshold 24,750 28,050 33,660
"Adjusted Net Contribution" means operating income plus depreciation
and amortization determined in accordance with generally accepted
accounting principals without giving effect to any income, gain or loss
associated with Telenoticias del Mundo, LP., but determined consistent with
the accounting method for determining "Net Contribution before
Telenoticias" on the Company's internal financial statements in prior
periods and adjusted to eliminate the impact of changes in accounting
principles after the date of this Agreement and of acquisitions or
divestitures of operating units after the date of this Agreementif taking
such operating units into account would either increase or decrease the
actual Net Contribution by at least 5% of the Adjusted Net Contribution
target in the year of acquisition or divestiture on an annualized basis,
and also adjusted to eliminate (i) all monetary compensation paid to
presently serving executive officers who are terminated during calendar
year 1995 (but only such compensation paid after such termination), (ii)
any legal fees and costs paid by the Company with respect to item (i),
(iii) $95,000 of expenses in 1995, (iv) the expense associated with the
exercise of options to acquire common stock held on March 7,1995 by the
executive officers of the Company, to the extent not in the Company's
budget, (v) the expenseassociated with the exercise of options issued to
those person who are executive officers of the Company on March 7, 1995 in
connection with their termination prior to July, 1995, to the extent not in
the Company's budget,(vi) direct costs incurred in the Company's bankruptcy
reorganization, to the extent not included in the Company's budget, (vii)
direct costs incurred in settling the Blair litigation, to the extent not
included in the Company's budget and (viii) certain contingent expenses
relating to Puerto Rico as discussed between the parties, to the extent not
included in the Company's budget. The adjustments set forth in clauses
(i)-(viii)(other than clause (iii)) shall occur only when and to the extent
actually expensed by the Company and to the extent considered in the
calculation of Adjusted Net Contribution.
(..continued)
AGREEMENT AND RELEASE
AGREEMENT AND RELEASE (the "Agreement"), executed March 17,
1995 (the "Effective Date") between Joaquin F. Blaya ("Blaya") and
Telemundo Group, Inc., a Delaware corporation (the "Company").
WHEREAS, Blaya was, prior to the Effective Date, a member of
the Board of Directors (the "Board"), President and Chief Executive Officer
and an employee of the Company and served as an officer and/or director of
numerous direct and indirect subsidiaries of the Company and joint ventures
or entities in which the Company has, directly or indirectly, a minority
investment (including Telenoticias del Mundo) (collectively,
"Subsidiaries");
WHEREAS, Blaya and the Company are parties to (i) an Employment
Agreement dated as of May 26, 1992 (the "1992 Employment Agreement"), (ii)
an Employment Agreement dated as of May 15, 1994, as amended by Amendment
No. 1 dated as of December 30, 1994 (the "1994 Employment Agreement"), and
(iii) a Nonqualified Stock Option Agreement dated as of December 31, 1994
(the "Option Agreement");
WHEREAS, Blaya and the Company mutually desire to terminate
Blaya's employment with the Company and to enter into certain other
arrangements between Blaya and the Company, and Blaya and the Company
mutually desire to take certain other actions contemplated herein, upon the
terms and conditions contained herein;
NOW, THEREFORE, in consideration of the mutual agreements of
the parties hereto contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
and in reliance upon the representations of the other party hereto
contained herein, each of the parties hereto agrees as follows:
1. Resignation of Blaya. Effective as of the Effective
Date, Blaya hereby resigns all appointments he holds as a director,
officer, employee or agent of the Company and all Subsidiaries (the
"Resignations"). Simultaneously with the execution of this Agreement,
Blaya shall execute and deliver to the Company a letter of resignation from
all appointments he holds with the Company and the Subsidiaries
substantially in the form of Exhibit A hereto, which shall be deemed
effective as of the Effective Date. From and after the Effective Date,
Blaya shall not hold himself out as a director, officer, employee, agent of
the Company or the Subsidiaries (except as permitted by Section 6 hereof).
2. Certain Agreements. 2. 1992 Employment Agreement.
Blaya and the Company each agrees that, except as contemplated by Section
10 hereof, the 1992 Employment Agreement is hereby terminated and Blaya
shall not have any rights or obligations with respect to or arising out of
the 1992 Employment Agreement.
3. 1994 Employment Agreement. Blaya and the Company
each agrees that, except as contemplated by Section 10 hereof, the 1994
Employment Agreement is hereby terminated and Blaya shall not have any
rights or obligations with respect to or arising out of the 1994 Employment
Agreement.
4. Option Agreement. Blaya and the Company each
agrees that the Option Agreement is hereby terminated and Blaya shall not
have any rights or obligations with respect to or arising out of the Option
Agreement.
5. Certain Payments. In consideration of Blaya's
resignation and release of all claims that may exist against the Company
and others in connection with Blaya's employment and termination of
employment and other matters, as more specifically set forth below in
Section 5, and in consideration of Blaya's compliance with all of the terms
and conditions of this Agreement, the Company agrees that Blaya will
receive the following payments or benefits:
6. The Company shall pay Blaya at the annual rate of
$900,000 from and after March 8, 1995 through and including May 25, 1997,
such amounts to be paid (less any required withholding taxes) in arrears in
equal installments bi-weekly.
7. The Company shall provide, until May 25, 1997,
medical benefits to Blaya substantially similar to those provided to Blaya
immediately prior to the Effective Date. The provision of such medical
benefits shall be in satisfaction of the Company obligations, if any, under
Section 4980B of the Internal Revenue Code of 1986, as amended, or any
similar state law relating to the continuation of such benefits, with
respect to the period of time during which such benefits are made
hereunder.
8. The Company hereby grants Blaya an option to
purchase 150,000 shares of Series A Common Stock, $.01 par value, at an
exercise price of $7.00 per share. Such option shall be exercisable from
and after January 1, 1996 through and including December 31, 1998. This
option is not transferable other than by will or by the law of descent and
distribution, and during Blaya's lifetime, is only exercisable by Blaya.
The method of exercising the option and adjustment for changes in
capitalization shall be consistent with Sections 6, 11 and 12 of the Option
Agreement, and the Company shall be permitted to withhold tax as
contemplated by Section 13 of the Option Agreement. Any exercise of the
option is subject to compliance with all applicable laws, including federal
and state securities laws.
9. Representations. Blaya acknowledges and agrees that the
payments and benefits provided in Section 3:
10. represent valuable consideration over and above
what he is otherwise entitled to in connection with his Resignations, his
employment, and the termination of his employment and further acknowledges
that his release of claims in Section 5 and his agreement to comply with
his obligations in this Agreement are in return for this consideration;
11. shall be in lieu of any and all claims for
severance pay, additional wages, salary, accrued vacation and sick leave
pay or other compensation or claim of damages he may have as of his last
date of employment;
12. arise out of the terms of this Agreement and are
not part of any Company severance plan;
13. do not confer any special rights other than those
stated in this Agreement and shall not be deemed to amend or modify any
plan or policy of the Company; and
14. constitute payments in consideration of the release
and other commitments made by Blaya in this Agreement.
15. Waiver and Release. As a material inducement for Blaya
and Company to enter into this Agreement, each of them hereby irrevocably
and unconditionally releases and forever discharges the other as detailed
below.
16. Except as set forth in clause (e) below, Blaya, on
behalf of himself and his heirs, spouse, successors and legal
representatives ("Releasors") hereby irrevocably and unconditionally
releases, waives and forever discharges any and all claims (i) against the
Company and its Subsidiaries arising out of any circumstances or matters
occurring or existing at any time prior to the signing and delivery of this
Agreement, which Releasors may have had, have, or may have in the future
against the Company and its Subsidiaries and (ii) against the Company, its
Subsidiaries, affiliates, parents, predecessors, and all officers,
directors, attorneys, representatives, agents or employees (collectively,
"Releasees"), arising directly or indirectly out of, related to or
attributable to his employment and termination of employment or his
service, termination or resignation as a director or officer of the Company
or its Subsidiaries; provided, that this release shall not serve to
eliminate any rights to indemnification which Blaya may have in respect of
third party actions pursuant to the Certificate of Incorporation or By-laws
of the Company or its Subsidiaries.
"Any and all claims" means all of the rights, claims,
agreements, causes of action, demands, damages, costs and other obligations
Releasors now have (whether actual or contingent, choate or inchoate) to
any relief of any kind whether or not Releasors now know about those
rights. This includes but is not limited to, claims for breach of
contract; fraud or misrepresentation; violation of Title VII of the Civil
Rights Act of 1964, as amended, including the amendments established by the
Civil Rights Act of 1991; the Age Discrimination in Employment Act, as
amended by the Older Workers Benefit Protection Act; the Americans with
Disabilities Act; or other federal, state, or local civil rights laws based
upon age, national origin, or other protected characteristic; defamation;
intentional or negligent infliction of emotional distress;
misrepresentation; breach of the covenant of good faith and fair dealing;
reliance; promissory estoppel; negligent interference with contractual
relations or prospective economic advantage; and any other claims in
contract or tort or otherwise.
17. Blaya agrees not to institute any legal or
administrative proceeding against the Company or the Releasees as to any
claim or matter based upon, arising out of, or related to, his employment,
compensation during his employment, severance of his employment with the
Company or any Subsidiary, or arising out of or related to his service,
termination or resignation as a director or officer.
18. Except as set forth in clause (e) below, the
Company, and, to the extent but only to the extent, the Company has the
legal authority, the Company on behalf of its Subsidiaries, officers,
directors, employees, agents, attorneys, successors, assigns and related
entities hereby releases Blaya, his heirs, assigns and representatives from
any and all claims, liabilities, damages, costs and other obligations
arising directly or indirectly out of, related to or attributable to his
employment and termination of employment or his service, termination or
resignation as a director or officer of the Company or its Subsidiaries
and, in the case of the Company and, to the extent but only to the extent,
the Company has the legal authority, the Company on behalf of its
Subsidiaries, hereby releases Blaya, his heirs, assigns and representatives
from any and all claims, liabilities, damages, costs and other obligations
occurring or existing at any time prior to the signing and delivery of this
Agreement which the Company or its Subsidiaries may have had, have or may
have in the future against Blaya, his heirs, assigns and representatives.
19. Blaya agrees to give up any rights that he may
have, if any, to reinstatement to any position of employment with the
Company or to any position with any of the Company's Subsidiaries,
affiliates, parents, successors, or any related companies.
20. This Section does not act to release either party
from its obligations under this Agreement (or the 1992 Employment Agreement
or the 1994 Employment Agreement to the extent applicable as contemplated
by Section 10 hereof) nor preclude the Company from instituting legal
action or Blaya or the Company from instituting arbitration as contemplated
by Section 24 hereof for the purposes of enforcing rights conferred to each
other under this Agreement.
21. Consulting Arrangement. 21. In consideration of the
amounts payable to Blaya hereunder, and for no additional consideration,
until May 25, 1997, unless earlier terminated (the "Consulting Term"), the
Company hereby engages Blaya to serve as a consultant to the Company, and
Blaya hereby accepts such engagement.
22. During the Consulting Term, Blaya shall furnish
such consulting and advisory services to the Company as the Company may
reasonably request (and only
such consulting and advisory services as the Company shall so request) and
shall report to the Chief Executive Officer or a designee of the Board.
Notwithstanding the above, Blaya shall only be required to provide services
which are consistent with the expertise Blaya has in business conducted by
the Company, and in no event shall he be required to devote more than 20
days per year to the affairs of the Company. Blaya will be provided with
such support staff and equipment as the Company deems appropriate for the
conduct of duties hereunder requested by the Company. Blaya will be
permitted to schedule the time of performance of his duties hereunder,
giving due regard to the needs of the Company in scheduling such
performance.
23. The Company shall reimburse Blaya for all
reasonable and necessary out-of-pocket expenses incurred by him in
connection with the consulting and advisory services he performs at the
request of the Company pursuant to this Agreement upon presentation of
proper vouchers evidencing such expenses and the purposes for which they
were incurred.
24. In performing his duties as a consultant, Blaya
shall be, and only hold himself out as, an independent contractor. Nothing
contained herein shall make Blaya the agent, employee, joint venturer or
partner of the Company or provide Blaya with the power or authority to bind
the Company to any contract, agreement or arrangement with any person or
entity.
25. The consulting arrangement established by this
Section 6 may be terminated by either Blaya or the Company for any reason
upon 5 days written notice to the other party.
26. Confidentiality. Blaya will not, directly or indirectly,
use, disseminate or disclose any Confidential Information. Promptly upon
execution of this Agreement, all documents, records and similar
repositories of or containing Confidential Information, including copies
thereof, then in Blaya's possession, custody or control, whether prepared
by Blaya or others, will be left with the Board of Directors of the
Company. "Confidential Information" means non-public information relating
to the Company or any affiliate of the Company. Blaya agrees to cooperate,
for a period of five years after the date of this Agreement with respect to
legal matters and for a period of one year with respect to all other
matters, with the Company and its affiliates with respect to matters with
which Blaya was involved during his employment with the Company.
27. Covenant Not to Interfere. 27. Blaya agrees and
covenants that, for a period of one year after the date of this Agreement,
he will not interfere directly or indirectly in any way with the Company.
"Interfere" means to influence or attempt to influence, directly or
indirectly, present or prospective customers, employees, performers,
directors, representatives, agents, Subsidiaries, joint venture or similar
partners, network affiliates or independent contractors of the Company or
any of its Subsidiaries or any of its network affiliates to restrict,
reduce, sever or otherwise alter their relationship with the Company, its
Subsidiaries or any of its network affiliates.
28. Blaya agrees and covenants that, for a period of
one year after the date of this Agreement, he will not own, operate, be
employed by or provide consultation in any manner to or for any entity or
person which broadcasts primarily Spanish language programming in any
location or market in the United States or Puerto Rico where a Company
owned or Company network affiliate owned television broadcasting station is
presently located. For one year after the date of this Agreement, Blaya
further agrees that he will not, directly or indirectly, own, be employed
by or provide consultation in any manner to the Company or any Subsidiary
or joint venture or similar partner of the Company or any Subsidiary except
as expressly requested by the Company in accordance with Section 6.
29. Public Statements. The Company shall not disparage
Blaya, and Blaya shall not disparage the Company, or any of its officers,
directors, employees or stockholders, at any time, in any manner or in any
respect nor will either party disclose the nature or details of the
arrangements contemplated by this Agreement; provided, that nothing
contained in this Agreement shall restrict the parties hereto from making
any statements or disclosures believed necessary to enforce in any judicial
or similar proceeding the provisions of this Agreement or as a party
reasonably believes may be required by applicable law.
30. Certain Effects. The invalidity or unenforceability of
any paragraph, term or provision of this Agreement shall in no way affect
the validity or enforceability of the remaining paragraphs, terms and
provisions of this Agreement. In the event of any such invalidity or
unenforceability, it is the parties' intention and agreement that any such
paragraph, term or provision which is held or determined to be invalid or
unenforceable, as written, shall nonetheless be in force and binding to the
fullest extent permitted by law as though such paragraph, term or provision
had been written in such a manner and to such an extent as to be
enforceable under the circumstances (except that it is expressly intended
that the releases contemplated by Section 5 are mutual and an integral part
of this Agreement and that if or any reason Blaya shall be entitled to
receive any amount or benefit under the 1992 Employment Agreement, the 1994
Employment Agreement or the Option Agreement, the amounts and benefits
payable hereunder are intended to be commensurately reduced and, if for any
reason Section 7 or 8 hereof shall not be valid and enforceable against
Blaya, the covenants contained in Sections 10 and 11 of the 1992 Employment
Agreement and in Sections 9 and 10 of the 1994 Employment Agreement shall
be deemed not to have been terminated by this Agreement, and shall continue
for the periods set forth therein). Without limiting the foregoing, with
respect to any confidentiality requirement or restrictive covenant
contained herein, if it is determined that any such provision is excessive
as to duration or scope, it is intended that it nevertheless be enforced
for such shorter duration or with such narrower scope as will render it
enforceable.
31. Effect of Breach. The Company's obligation to make the
payments contemplated by Section 3(a) shall continue only so long as Blaya
does not breach his obligations under Sections 7, 8 and 9 hereof (or if
Sections 10 and 11 of the 1992 Employment Agreement and Sections 9 and 10
of the 1994 Employment Agreement are applicable as contemplated by Section
10 of this Agreement, such sections). In the event of a breach by Blaya of
any of such obligations, the Company shall, in its sole and absolute
discretion, have the right to terminate making the payments contemplated by
Section 3(a). The cessation of such payments as provided by the preceding
sentence shall not otherwise affect the validity of the remainder of this
Agreement. In all other cases (except as limited by Sections 5 and 14(b)),
a party may seek equitable or legal relief as contemplated by the
provisions of this Agreement.
32. Acknowledgement of Voluntary Nature of Agreement and
Release. By signing this Agreement Blaya and the Company acknowledge:
33. That each has entered into this Agreement
voluntarily and fully understands all of its terms and the Agreement is a
valid and binding obligation of such party enforceable in accordance with
its terms;
34. That Blaya has been advised and has had the
opportunity to consult with his attorney prior to signing this Agreement;
35. That Blaya has been given the opportunity to
consider the Agreement for a period of at least (twenty-one) 21 days, and,
if he executes this Agreement prior to the expiration of the 21 day period,
voluntarily and freely waives the right to consider the Agreement for the
full 21-day period; and,
36. That Blaya is not relying on any statement or
promise other than as contained in this Agreement.
37. Revocation Period. Blaya understands that he has a seven
(7) day period after signing this Agreement in which to revoke or rescind
his agreement and release of claims by informing the Company's Chairman in
writing of his decision to revoke. To be effective, the rescission must be
delivered to the Company's Chairman either by hand or by mail within the
seven (7) day period. If sent by mail, the rescission must be postmarked
within the seven day period; properly addressed to the Company's Chairman,
and sent by certified mail, return receipt requested to the following
address: Telemundo Group, Inc., 2290 West 8th Avenue, Hialeah, Florida
33010. If this Agreement is revoked or is otherwise determined to be
unenforceable or invalid, the parties agree (which agreement will survive
such unenforceability, revocation or invalidity) that the terms hereof are
not intended to be evidence of the parties position or intentions regarding
the relative merits of any claims the parties may have against each other,
and may not be used as evidence in that regard in any forum.
38. Binding Agreement.
39. Blaya and the Company agree that this Agreement
will be final and binding:
40. upon execution of this Agreement by both
parties; and,
41. following the expiration of the seven-day
revocation period referred to in Section 13.
42. Blaya and the Company agree that, after the
Agreement becomes final and binding as set forth above, they will not
pursue any claim which has been waived under the Agreement and will not
challenge the enforceability of the Agreement by filing or instigating any
lawsuit or administrative complaint or investigation or similar action
arising out of Blaya's employment or termination of employment.
43. Expenses. Each party shall bear his or its own expenses
with respect to this Agreement.
44. Notices. Except as required by Section 13, all notices,
consents and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given when (a) delivered by hand, (b)
sent by telecopier or mailed, certified or registered, return receipt
requested, or (c) when received by addressee, if sent by Express Mail,
Federal Express or other express delivery service (receipt requested), in
each case to such addresses or telecopier numbers as the parties may from
time to time designate.
45. Entire Agreement. This Agreement is intended to express
the complete agreement and understanding among the parties hereto on the
matters set forth herein and to supersede any and all other agreements and
understandings, whether oral or written, between or among the parties
hereto on the matters set forth herein.
46. Binding Effect. The rights and obligations of the
parties under this Agreement shall inure to the benefit of and shall be
binding upon their respective heirs, successors and legal representatives.
47. Headings. The descriptive headings are for the
convenience of the parties only and shall not be deemed to affect the
meanings or construction of any provision hereof.
48. Amendment; Third Parties. This Agreement shall be
amended or modified only by a written instrument signed by the parties
hereto. Except for the provisions contained in Section 5, nothing in this
Agreement, expressed or implied, is intended to confer upon any third
person any rights or remedies under or by reason of this Agreement.
49. No Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties.
50. Governing Law. This Agreement shall be construed under
the laws of the State of New York applicable to agreements made and to be
performed fully therein, without regard to its conflicts of laws rules.
51. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same
agreement.
52. Remedies; Service of Process.
53. Except when the Company is seeking to enforce its
rights as contemplated by Section 25 relating to an injunction or specific
performance hereunder, the parties agree to submit any dispute concerning
this Agreement to binding arbitration. The parties may agree to submit the
matter to a single arbitrator or to several arbitrators, may require that
arbitrators possess special qualifications or expertise or may agree to
submit a matter to a mutually acceptable firm of experts for decision. In
the event the parties shall fail to thus agree upon terms of arbitration
within twenty (20) days from the first written demand for arbitration, then
such disputed matter shall be settled by arbitration under the Rules of the
American Arbitration Association, by three arbitrators appointed in
accordance with such Rules. Such arbitration shall be held in New York
City. Once a matter has been submitted to arbitration pursuant to this
section, the decision of the arbitrators reached the promulgated as a
result thereof shall be final and binding upon all parties. The cost of
arbitration shall be shared equally by the parties and each party shall pay
the expenses of his/its attorneys, except that the arbitrators shall be
entitled to award the costs of arbitration, attorneys and accountants'
fees, as well as costs, to the party that they determine to be the
prevailing party in any such arbitration.
54. Blaya hereby irrevocably consents to the
jurisdiction of the Courts of the State of New York and of any Federal
Court located in such State in connection with any action or proceedings
arising out of or relating to the provisions of Sections 7, 8 and 9 of this
Agreement. Blaya further agrees that he will not commence or move to
transfer any action or proceeding, arising out or relating to the
provisions of Sections 7, 8 and 9 of this Agreement, in any Court other
than one located in the State of New York. In any such litigation, Blaya
waives personal service of any summons, complaint or other process and
agrees that the service thereof may be made by certified mail directed to
Blaya at his address for purposes of notice under Section 16 hereof.
55. Injunctive Relief. Blaya acknowledges that the
provisions of Sections 7, 8 and 9 herein are reasonable and necessary for
the protection of the Company and that the Company will be irrevocably
damaged if such provisions are not specifically enforced. Accordingly,
Blaya agrees that, in addition to any other relief to which the Company may
be entitled in the form of damages, the Company shall be entitled to seek
and obtain injunctive relief from a court of competent jurisdiction
(without the posting of a bond therefor) for the purposes of restraining
Blaya from any actual or threatened breach of such provisions.
56. Taxes. The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
57. Waivers. The Company's failure to insist upon strict
compliance with any provision hereof shall not be deemed to be a waiver of
such provision or any other provision hereof. Blaya's failure to insist
upon strict compliance with any provision hereof shall not be deemed to be
a waiver of such provision or any other provision hereof.
58. Cooperation. Blaya shall cooperate with the Company (at
no expense to the Company) in connection with his transition from President
and Chief Executive Officer to a consultant. Additionally, each of the
parties to this Agreement shall execute and deliver any and all other
documents deemed necessary by counsel to the Company to effectuate the
terms, conditions or intent hereof.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
Joaquin Blaya
WITNESS:
Name:
TELEMUNDO GROUP, INC.
By:
Name: Roland A. Hernandez
Title: President and Chief
Executive Officer
WITNESS:
Name:
PJD\TELEMUND\SEV-V.007
EXHIBIT A
March 17, 1995
The Board of Directors
Telemundo Group, Inc.
2470 West Eighth Ave.
Hialeah, Florida 33010
Re: Letter of Resignation
Dear Sirs:
Effective immediately, I hereby resign as a member of the Board of
Directors, as President and Chief Executive Officer and as an employee of
Telemundo Group, Inc. and Telenoticias del Mundo and also resign all
positions as an officer and director of any direct or indirect Subsidiary
of Telemundo Group, Inc.
Yours
sincerely,
Joaquin Blaya
AGREEMENT AND RELEASE
AGREEMENT AND RELEASE (the "Agreement"), executed March 17,
1995 (the "Effective Date") between Joaquin F. Blaya ("Blaya") and
Telemundo Group, Inc., a Delaware corporation (the "Company").
WHEREAS, Blaya was, prior to the Effective Date, a member of
the Board of Directors (the "Board"), President and Chief Executive Officer
and an employee of the Company and served as an officer and/or director of
numerous direct and indirect subsidiaries of the Company and joint ventures
or entities in which the Company has, directly or indirectly, a minority
investment (including Telenoticias del Mundo) (collectively,
"Subsidiaries");
WHEREAS, Blaya and the Company are parties to (i) an Employment
Agreement dated as of May 26, 1992 (the "1992 Employment Agreement"), (ii)
an Employment Agreement dated as of May 15, 1994, as amended by Amendment
No. 1 dated as of December 30, 1994 (the "1994 Employment Agreement"), and
(iii) a Nonqualified Stock Option Agreement dated as of December 31, 1994
(the "Option Agreement");
WHEREAS, Blaya and the Company mutually desire to terminate
Blaya's employment with the Company and to enter into certain other
arrangements between Blaya and the Company, and Blaya and the Company
mutually desire to take certain other actions contemplated herein, upon the
terms and conditions contained herein;
NOW, THEREFORE, in consideration of the mutual agreements of
the parties hereto contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
and in reliance upon the representations of the other party hereto
contained herein, each of the parties hereto agrees as follows:
1. Resignation of Blaya. Effective as of the Effective
Date, Blaya hereby resigns all appointments he holds as a director,
officer, employee or agent of the Company and all Subsidiaries (the
"Resignations"). Simultaneously with the execution of this Agreement,
Blaya shall execute and deliver to the Company a letter of resignation from
all appointments he holds with the Company and the Subsidiaries
substantially in the form of Exhibit A hereto, which shall be deemed
effective as of the Effective Date. From and after the Effective Date,
Blaya shall not hold himself out as a director, officer, employee, agent of
the Company or the Subsidiaries (except as permitted by Section 6 hereof).
2. Certain Agreements. 2. 1992 Employment Agreement.
Blaya and the Company each agrees that, except as contemplated by Section
10 hereof, the 1992 Employment Agreement is hereby terminated and Blaya
shall not have any rights or obligations with respect to or arising out of
the 1992 Employment Agreement.
3. 1994 Employment Agreement. Blaya and the Company
each agrees that, except as contemplated by Section 10 hereof, the 1994
Employment Agreement is hereby terminated and Blaya shall not have any
rights or obligations with respect to or arising out of the 1994 Employment
Agreement.
4. Option Agreement. Blaya and the Company each
agrees that the Option Agreement is hereby terminated and Blaya shall not
have any rights or obligations with respect to or arising out of the Option
Agreement.
5. Certain Payments. In consideration of Blaya's
resignation and release of all claims that may exist against the Company
and others in connection with Blaya's employment and termination of
employment and other matters, as more specifically set forth below in
Section 5, and in consideration of Blaya's compliance with all of the terms
and conditions of this Agreement, the Company agrees that Blaya will
receive the following payments or benefits:
6. The Company shall pay Blaya at the annual rate of
$900,000 from and after March 8, 1995 through and including May 25, 1997,
such amounts to be paid (less any required withholding taxes) in arrears in
equal installments bi-weekly.
7. The Company shall provide, until May 25, 1997,
medical benefits to Blaya substantially similar to those provided to Blaya
immediately prior to the Effective Date. The provision of such medical
benefits shall be in satisfaction of the Company obligations, if any, under
Section 4980B of the Internal Revenue Code of 1986, as amended, or any
similar state law relating to the continuation of such benefits, with
respect to the period of time during which such benefits are made
hereunder.
8. The Company hereby grants Blaya an option to
purchase 150,000 shares of Series A Common Stock, $.01 par value, at an
exercise price of $7.00 per share. Such option shall be exercisable from
and after January 1, 1996 through and including December 31, 1998. This
option is not transferable other than by will or by the law of descent and
distribution, and during Blaya's lifetime, is only exercisable by Blaya.
The method of exercising the option and adjustment for changes in
capitalization shall be consistent with Sections 6, 11 and 12 of the Option
Agreement, and the Company shall be permitted to withhold tax as
contemplated by Section 13 of the Option Agreement. Any exercise of the
option is subject to compliance with all applicable laws, including federal
and state securities laws.
9. Representations. Blaya acknowledges and agrees that the
payments and benefits provided in Section 3:
10. represent valuable consideration over and above
what he is otherwise entitled to in connection with his Resignations, his
employment, and the termination of his employment and further acknowledges
that his release of claims in Section 5 and his agreement to comply with
his obligations in this Agreement are in return for this consideration;
11. shall be in lieu of any and all claims for
severance pay, additional wages, salary, accrued vacation and sick leave
pay or other compensation or claim of damages he may have as of his last
date of employment;
12. arise out of the terms of this Agreement and are
not part of any Company severance plan;
13. do not confer any special rights other than those
stated in this Agreement and shall not be deemed to amend or modify any
plan or policy of the Company; and
14. constitute payments in consideration of the release
and other commitments made by Blaya in this Agreement.
15. Waiver and Release. As a material inducement for Blaya
and Company to enter into this Agreement, each of them hereby irrevocably
and unconditionally releases and forever discharges the other as detailed
below.
16. Except as set forth in clause (e) below, Blaya, on
behalf of himself and his heirs, spouse, successors and legal
representatives ("Releasors") hereby irrevocably and unconditionally
releases, waives and forever discharges any and all claims (i) against the
Company and its Subsidiaries arising out of any circumstances or matters
occurring or existing at any time prior to the signing and delivery of this
Agreement, which Releasors may have had, have, or may have in the future
against the Company and its Subsidiaries and (ii) against the Company, its
Subsidiaries, affiliates, parents, predecessors, and all officers,
directors, attorneys, representatives, agents or employees (collectively,
"Releasees"), arising directly or indirectly out of, related to or
attributable to his employment and termination of employment or his
service, termination or resignation as a director or officer of the Company
or its Subsidiaries; provided, that this release shall not serve to
eliminate any rights to indemnification which Blaya may have in respect of
third party actions pursuant to the Certificate of Incorporation or By-laws
of the Company or its Subsidiaries.
"Any and all claims" means all of the rights, claims,
agreements, causes of action, demands, damages, costs and other obligations
Releasors now have (whether actual or contingent, choate or inchoate) to
any relief of any kind whether or not Releasors now know about those
rights. This includes but is not limited to, claims for breach of
contract; fraud or misrepresentation; violation of Title VII of the Civil
Rights Act of 1964, as amended, including the amendments established by the
Civil Rights Act of 1991; the Age Discrimination in Employment Act, as
amended by the Older Workers Benefit Protection Act; the Americans with
Disabilities Act; or other federal, state, or local civil rights laws based
upon age, national origin, or other protected characteristic; defamation;
intentional or negligent infliction of emotional distress;
misrepresentation; breach of the covenant of good faith and fair dealing;
reliance; promissory estoppel; negligent interference with contractual
relations or prospective economic advantage; and any other claims in
contract or tort or otherwise.
17. Blaya agrees not to institute any legal or
administrative proceeding against the Company or the Releasees as to any
claim or matter based upon, arising out of, or related to, his employment,
compensation during his employment, severance of his employment with the
Company or any Subsidiary, or arising out of or related to his service,
termination or resignation as a director or officer.
18. Except as set forth in clause (e) below, the
Company, and, to the extent but only to the extent, the Company has the
legal authority, the Company on behalf of its Subsidiaries, officers,
directors, employees, agents, attorneys, successors, assigns and related
entities hereby releases Blaya, his heirs, assigns and representatives from
any and all claims, liabilities, damages, costs and other obligations
arising directly or indirectly out of, related to or attributable to his
employment and termination of employment or his service, termination or
resignation as a director or officer of the Company or its Subsidiaries
and, in the case of the Company and, to the extent but only to the extent,
the Company has the legal authority, the Company on behalf of its
Subsidiaries, hereby releases Blaya, his heirs, assigns and representatives
from any and all claims, liabilities, damages, costs and other obligations
occurring or existing at any time prior to the signing and delivery of this
Agreement which the Company or its Subsidiaries may have had, have or may
have in the future against Blaya, his heirs, assigns and representatives.
19. Blaya agrees to give up any rights that he may
have, if any, to reinstatement to any position of employment with the
Company or to any position with any of the Company's Subsidiaries,
affiliates, parents, successors, or any related companies.
20. This Section does not act to release either party
from its obligations under this Agreement (or the 1992 Employment Agreement
or the 1994 Employment Agreement to the extent applicable as contemplated
by Section 10 hereof) nor preclude the Company from instituting legal
action or Blaya or the Company from instituting arbitration as contemplated
by Section 24 hereof for the purposes of enforcing rights conferred to each
other under this Agreement.
21. Consulting Arrangement. 21. In consideration of the
amounts payable to Blaya hereunder, and for no additional consideration,
until May 25, 1997, unless earlier terminated (the "Consulting Term"), the
Company hereby engages Blaya to serve as a consultant to the Company, and
Blaya hereby accepts such engagement.
22. During the Consulting Term, Blaya shall furnish
such consulting and advisory services to the Company as the Company may
reasonably request (and only
such consulting and advisory services as the Company shall so request) and
shall report to the Chief Executive Officer or a designee of the Board.
Notwithstanding the above, Blaya shall only be required to provide services
which are consistent with the expertise Blaya has in business conducted by
the Company, and in no event shall he be required to devote more than 20
days per year to the affairs of the Company. Blaya will be provided with
such support staff and equipment as the Company deems appropriate for the
conduct of duties hereunder requested by the Company. Blaya will be
permitted to schedule the time of performance of his duties hereunder,
giving due regard to the needs of the Company in scheduling such
performance.
23. The Company shall reimburse Blaya for all
reasonable and necessary out-of-pocket expenses incurred by him in
connection with the consulting and advisory services he performs at the
request of the Company pursuant to this Agreement upon presentation of
proper vouchers evidencing such expenses and the purposes for which they
were incurred.
24. In performing his duties as a consultant, Blaya
shall be, and only hold himself out as, an independent contractor. Nothing
contained herein shall make Blaya the agent, employee, joint venturer or
partner of the Company or provide Blaya with the power or authority to bind
the Company to any contract, agreement or arrangement with any person or
entity.
25. The consulting arrangement established by this
Section 6 may be terminated by either Blaya or the Company for any reason
upon 5 days written notice to the other party.
26. Confidentiality. Blaya will not, directly or indirectly,
use, disseminate or disclose any Confidential Information. Promptly upon
execution of this Agreement, all documents, records and similar
repositories of or containing Confidential Information, including copies
thereof, then in Blaya's possession, custody or control, whether prepared
by Blaya or others, will be left with the Board of Directors of the
Company. "Confidential Information" means non-public information relating
to the Company or any affiliate of the Company. Blaya agrees to cooperate,
for a period of five years after the date of this Agreement with respect to
legal matters and for a period of one year with respect to all other
matters, with the Company and its affiliates with respect to matters with
which Blaya was involved during his employment with the Company.
27. Covenant Not to Interfere. 27. Blaya agrees and
covenants that, for a period of one year after the date of this Agreement,
he will not interfere directly or indirectly in any way with the Company.
"Interfere" means to influence or attempt to influence, directly or
indirectly, present or prospective customers, employees, performers,
directors, representatives, agents, Subsidiaries, joint venture or similar
partners, network affiliates or independent contractors of the Company or
any of its Subsidiaries or any of its network affiliates to restrict,
reduce, sever or otherwise alter their relationship with the Company, its
Subsidiaries or any of its network affiliates.
28. Blaya agrees and covenants that, for a period of
one year after the date of this Agreement, he will not own, operate, be
employed by or provide consultation in any manner to or for any entity or
person which broadcasts primarily Spanish language programming in any
location or market in the United States or Puerto Rico where a Company
owned or Company network affiliate owned television broadcasting station is
presently located. For one year after the date of this Agreement, Blaya
further agrees that he will not, directly or indirectly, own, be employed
by or provide consultation in any manner to the Company or any Subsidiary
or joint venture or similar partner of the Company or any Subsidiary except
as expressly requested by the Company in accordance with Section 6.
29. Public Statements. The Company shall not disparage
Blaya, and Blaya shall not disparage the Company, or any of its officers,
directors, employees or stockholders, at any time, in any manner or in any
respect nor will either party disclose the nature or details of the
arrangements contemplated by this Agreement; provided, that nothing
contained in this Agreement shall restrict the parties hereto from making
any statements or disclosures believed necessary to enforce in any judicial
or similar proceeding the provisions of this Agreement or as a party
reasonably believes may be required by applicable law.
30. Certain Effects. The invalidity or unenforceability of
any paragraph, term or provision of this Agreement shall in no way affect
the validity or enforceability of the remaining paragraphs, terms and
provisions of this Agreement. In the event of any such invalidity or
unenforceability, it is the parties' intention and agreement that any such
paragraph, term or provision which is held or determined to be invalid or
unenforceable, as written, shall nonetheless be in force and binding to the
fullest extent permitted by law as though such paragraph, term or provision
had been written in such a manner and to such an extent as to be
enforceable under the circumstances (except that it is expressly intended
that the releases contemplated by Section 5 are mutual and an integral part
of this Agreement and that if or any reason Blaya shall be entitled to
receive any amount or benefit under the 1992 Employment Agreement, the 1994
Employment Agreement or the Option Agreement, the amounts and benefits
payable hereunder are intended to be commensurately reduced and, if for any
reason Section 7 or 8 hereof shall not be valid and enforceable against
Blaya, the covenants contained in Sections 10 and 11 of the 1992 Employment
Agreement and in Sections 9 and 10 of the 1994 Employment Agreement shall
be deemed not to have been terminated by this Agreement, and shall continue
for the periods set forth therein). Without limiting the foregoing, with
respect to any confidentiality requirement or restrictive covenant
contained herein, if it is determined that any such provision is excessive
as to duration or scope, it is intended that it nevertheless be enforced
for such shorter duration or with such narrower scope as will render it
enforceable.
31. Effect of Breach. The Company's obligation to make the
payments contemplated by Section 3(a) shall continue only so long as Blaya
does not breach his obligations under Sections 7, 8 and 9 hereof (or if
Sections 10 and 11 of the 1992 Employment Agreement and Sections 9 and 10
of the 1994 Employment Agreement are applicable as contemplated by Section
10 of this Agreement, such sections). In the event of a breach by Blaya of
any of such obligations, the Company shall, in its sole and absolute
discretion, have the right to terminate making the payments contemplated by
Section 3(a). The cessation of such payments as provided by the preceding
sentence shall not otherwise affect the validity of the remainder of this
Agreement. In all other cases (except as limited by Sections 5 and 14(b)),
a party may seek equitable or legal relief as contemplated by the
provisions of this Agreement.
32. Acknowledgement of Voluntary Nature of Agreement and
Release. By signing this Agreement Blaya and the Company acknowledge:
33. That each has entered into this Agreement
voluntarily and fully understands all of its terms and the Agreement is a
valid and binding obligation of such party enforceable in accordance with
its terms;
34. That Blaya has been advised and has had the
opportunity to consult with his attorney prior to signing this Agreement;
35. That Blaya has been given the opportunity to
consider the Agreement for a period of at least (twenty-one) 21 days, and,
if he executes this Agreement prior to the expiration of the 21 day period,
voluntarily and freely waives the right to consider the Agreement for the
full 21-day period; and,
36. That Blaya is not relying on any statement or
promise other than as contained in this Agreement.
37. Revocation Period. Blaya understands that he has a seven
(7) day period after signing this Agreement in which to revoke or rescind
his agreement and release of claims by informing the Company's Chairman in
writing of his decision to revoke. To be effective, the rescission must be
delivered to the Company's Chairman either by hand or by mail within the
seven (7) day period. If sent by mail, the rescission must be postmarked
within the seven day period; properly addressed to the Company's Chairman,
and sent by certified mail, return receipt requested to the following
address: Telemundo Group, Inc., 2290 West 8th Avenue, Hialeah, Florida
33010. If this Agreement is revoked or is otherwise determined to be
unenforceable or invalid, the parties agree (which agreement will survive
such unenforceability, revocation or invalidity) that the terms hereof are
not intended to be evidence of the parties position or intentions regarding
the relative merits of any claims the parties may have against each other,
and may not be used as evidence in that regard in any forum.
38. Binding Agreement.
39. Blaya and the Company agree that this Agreement
will be final and binding:
40. upon execution of this Agreement by both
parties; and,
41. following the expiration of the seven-day
revocation period referred to in Section 13.
42. Blaya and the Company agree that, after the
Agreement becomes final and binding as set forth above, they will not
pursue any claim which has been waived under the Agreement and will not
challenge the enforceability of the Agreement by filing or instigating any
lawsuit or administrative complaint or investigation or similar action
arising out of Blaya's employment or termination of employment.
43. Expenses. Each party shall bear his or its own expenses
with respect to this Agreement.
44. Notices. Except as required by Section 13, all notices,
consents and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given when (a) delivered by hand, (b)
sent by telecopier or mailed, certified or registered, return receipt
requested, or (c) when received by addressee, if sent by Express Mail,
Federal Express or other express delivery service (receipt requested), in
each case to such addresses or telecopier numbers as the parties may from
time to time designate.
45. Entire Agreement. This Agreement is intended to express
the complete agreement and understanding among the parties hereto on the
matters set forth herein and to supersede any and all other agreements and
understandings, whether oral or written, between or among the parties
hereto on the matters set forth herein.
46. Binding Effect. The rights and obligations of the
parties under this Agreement shall inure to the benefit of and shall be
binding upon their respective heirs, successors and legal representatives.
47. Headings. The descriptive headings are for the
convenience of the parties only and shall not be deemed to affect the
meanings or construction of any provision hereof.
48. Amendment; Third Parties. This Agreement shall be
amended or modified only by a written instrument signed by the parties
hereto. Except for the provisions contained in Section 5, nothing in this
Agreement, expressed or implied, is intended to confer upon any third
person any rights or remedies under or by reason of this Agreement.
49. No Assignment. Neither this Agreement nor any of the
rights, interests or obligations hereunder shall be assigned by any of the
parties hereto without the prior written consent of the other parties.
50. Governing Law. This Agreement shall be construed under
the laws of the State of New York applicable to agreements made and to be
performed fully therein, without regard to its conflicts of laws rules.
51. Counterparts. This Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same
agreement.
52. Remedies; Service of Process.
53. Except when the Company is seeking to enforce its
rights as contemplated by Section 25 relating to an injunction or specific
performance hereunder, the parties agree to submit any dispute concerning
this Agreement to binding arbitration. The parties may agree to submit the
matter to a single arbitrator or to several arbitrators, may require that
arbitrators possess special qualifications or expertise or may agree to
submit a matter to a mutually acceptable firm of experts for decision. In
the event the parties shall fail to thus agree upon terms of arbitration
within twenty (20) days from the first written demand for arbitration, then
such disputed matter shall be settled by arbitration under the Rules of the
American Arbitration Association, by three arbitrators appointed in
accordance with such Rules. Such arbitration shall be held in New York
City. Once a matter has been submitted to arbitration pursuant to this
section, the decision of the arbitrators reached the promulgated as a
result thereof shall be final and binding upon all parties. The cost of
arbitration shall be shared equally by the parties and each party shall pay
the expenses of his/its attorneys, except that the arbitrators shall be
entitled to award the costs of arbitration, attorneys and accountants'
fees, as well as costs, to the party that they determine to be the
prevailing party in any such arbitration.
54. Blaya hereby irrevocably consents to the
jurisdiction of the Courts of the State of New York and of any Federal
Court located in such State in connection with any action or proceedings
arising out of or relating to the provisions of Sections 7, 8 and 9 of this
Agreement. Blaya further agrees that he will not commence or move to
transfer any action or proceeding, arising out or relating to the
provisions of Sections 7, 8 and 9 of this Agreement, in any Court other
than one located in the State of New York. In any such litigation, Blaya
waives personal service of any summons, complaint or other process and
agrees that the service thereof may be made by certified mail directed to
Blaya at his address for purposes of notice under Section 16 hereof.
55. Injunctive Relief. Blaya acknowledges that the
provisions of Sections 7, 8 and 9 herein are reasonable and necessary for
the protection of the Company and that the Company will be irrevocably
damaged if such provisions are not specifically enforced. Accordingly,
Blaya agrees that, in addition to any other relief to which the Company may
be entitled in the form of damages, the Company shall be entitled to seek
and obtain injunctive relief from a court of competent jurisdiction
(without the posting of a bond therefor) for the purposes of restraining
Blaya from any actual or threatened breach of such provisions.
56. Taxes. The Company may withhold from any amounts payable
under this Agreement such Federal, state or local taxes as shall be
required to be withheld pursuant to any applicable law or regulation.
57. Waivers. The Company's failure to insist upon strict
compliance with any provision hereof shall not be deemed to be a waiver of
such provision or any other provision hereof. Blaya's failure to insist
upon strict compliance with any provision hereof shall not be deemed to be
a waiver of such provision or any other provision hereof.
58. Cooperation. Blaya shall cooperate with the Company (at
no expense to the Company) in connection with his transition from President
and Chief Executive Officer to a consultant. Additionally, each of the
parties to this Agreement shall execute and deliver any and all other
documents deemed necessary by counsel to the Company to effectuate the
terms, conditions or intent hereof.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
Joaquin Blaya
WITNESS:
Name:
TELEMUNDO GROUP, INC.
By:
Name: Roland A. Hernandez
Title: President and Chief
Executive Officer
WITNESS:
Name:
PJD\TELEMUND\SEV-V.007
EXHIBIT A
March 17, 1995
The Board of Directors
Telemundo Group, Inc.
2470 West Eighth Ave.
Hialeah, Florida 33010
Re: Letter of Resignation
Dear Sirs:
Effective immediately, I hereby resign as a member of the Board of
Directors, as President and Chief Executive Officer and as an employee of
Telemundo Group, Inc. and Telenoticias del Mundo and also resign all
positions as an officer and director of any direct or indirect Subsidiary
of Telemundo Group, Inc.
Yours
sincerely,
Joaquin Blaya
