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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
16KB total |
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Price: |
$35 |
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ID: |
#855705 |
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First Amendment to the
Employment Agreement
WHEREAS, Panavision Inc. (the Company) entered into an employment agreement (the Employment Agreement) with Robert L. Beitcher, dated April 1, 2003.
WHEREAS, the Company and Robert L. Beitcher now desire to amend the Employment Agreement on the terms and conditions described herein (the Amendment);
NOW, THEREFORE, the Company and the Executive hereby agree to amend the Employment Agreement, effective January 1, 2006, as follows:
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| 1. | Section 2.1 shall be amended and restated as follows: |
2.1 The Term. The term of the Executives employment under this Agreement (the Term) shall commence on April 7, 2003. The Term shall end on December 31, 2008, or such later date to which the Term is extended pursuant to Section 2.2.
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| 2. | Section 3.1 shall be amended and restated as follows: |
3.1 Salary. As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay the Executive, from January 1, 2006 through the remainder of the Term a base salary, payable semi-monthly in arrears, at the annual rate of not less than $850,000 for calendar year 2003, $900,000 for calendar year 2004, $950,000 for calendar year 2005 and $1,000,000 per calendar year thereafter less such deductions or amounts to be withheld as required by applicable law and regulations (the Base Salary). In the event that the Company in its sole discretion from time to time determines to further increase the Base Salary, such increased amount shall, from and after the effective date of the increase, constitute Base Salary for purposes of this Agreement.
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| 3. | Section 3.3 shall be amended and restated as follows: |
3.3 Corporate Performance Payment. In addition to the amounts to be paid to the Executive pursuant to Sections 3.1 and 3.2, the Executive shall be entitled to receive a payment (the Corporate Performance Payment) at the time and in an amount determined pursuant to this Section 3.3. The Corporate Performance Payment shall be made to the Executive within fifteen (15) days following issuance of audited financial statements of the Company for the Fiscal Year ending December 31, 2008 (such Fiscal Year, the CP Fiscal Year) and consistent with past practice and in any event, not later than April 30th of the following year. The Corporate Performance Payment shall be in an amount equal to two point five percent (2.5%), (the CPP Percentage) (subject to adjustments described below) of:
(i) EBITDA (without any deduction for the Corporate Performance Payment to Executive or similar corporate performance payments to other persons) (EBITDA) for the CP Fiscal Year multiplied by 8.0,
(ii) less the sum of (A) $520 million and (B) any contributions to the capital of the Company on or after January 1, 2006, and
(iii) (A) less if an increase or (B) plus if a decrease, the change in debt (reduced by any unrestricted cash) of the Company and its consolidated subsidiaries outstanding between January 1, 2006 and the last day of the CP Fiscal Year.
Notwithstanding the above, in the event of a material acquisition, the method for calculating the Corporate Performance Payment pursuant to (i), (ii), and (iii) above, shall be adjusted for the effect of such material acquisition;
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