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Employment Agreement

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Title:

Employment Agreement

Entities:

Panavision Inc.

Date:

2005

Size:

Preview shows 18KB of 62KB total

Price:

$42

ID:

#855712

► Consumer ► Photography

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EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Ross Landsbaum (the "Executive") and Panavision Inc., a Delaware corporation (the "Company"), on September 30, 2005.

WHEREAS, the Company desires to provide for the service and employment of the Executive with the Company and the Executive wishes to perform services for the Company, all in accordance with the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the Executive and the Company hereby agree as follows:

Section 1. EMPLOYMENT. As of the Commencement Date, the Company does employ the Executive and the Executive does accept employment as Executive Vice President and Chief Financial Officer of the Company. The Executive shall have all the duties, responsibilities and authority normally performed by the Executive Vice President and Chief Financial Officer and shall render services consistent with such position on the terms set forth herein and shall report directly to the President and Chief Executive Officer of the Company (the "CEO"). The individuals in the roles set out in Appendix D, and such others as agreed between the Executive and the CEO from time to time, shall report directly to the Executive. In addition, the Executive shall have such other executive and managerial powers and duties with respect to the Company and its subsidiaries as may reasonably be assigned to him by the CEO, to the extent consistent with his position and status as set forth above. As of the Commencement Date, the Executive agrees to devote all of his working time and efforts to the business and affairs of the Company and its subsidiaries, subject to periods of vacation and sick leave to which he is entitled, and shall not engage in activities that substantially interfere with such performance; provided, however, that this Agreement shall not be interpreted to prohibit the Executive, subject to the prior approval of the Board of Directors of the Company (the "Board"), from serving on the board of directors of any corporation other than the Company, provided further that this Agreement shall not be interpreted to prohibit the Executive from engaging in civic or charitable activities during the Term so long as such activities do not interfere in any material respect with the Executives performance of his obligations under this Agreement.

Section 2. TERM OF AGREEMENT. The term (the "Term") of this Agreement and Executives employment with the Company shall commence October 17, 2005 (the Commencement Date) and shall continue through December 31, 2008, unless earlier terminated pursuant to Section 5 below.

Section 3. LOCATION. In connection with the Executive's employment by the Company, the Executive shall be based at the headquarters of the Company in Woodland Hills, California except for required travel for the Company's business.

Section 4. COMPENSATION.

(a) BASE SALARY. Effective as of the Commencement Date, the Company shall pay the Executive a base salary ("Base Salary") at a rate of $575,000 per year, for the period from the Commencement Date to March 31, 2007 which amount shall be increased to $625,000 per year, from April 1, 2007 through the remainder of the Term, payable in accordance with the Company's policies relating to similar senior executives. The Executive's Base Salary may be increased, but may not be decreased, by the Compensation Committee of the Board (the "Compensation Committee") in its sole discretion.

(b) SIGNING BONUS. The Company shall pay the Executive a one-time signing bonus of $25,000 within 30 days of the Executives first day of employment with the Company.

(c) ANNUAL BONUS. Commencing with the fiscal year of the Company ("Fiscal Year") in which the Commencement Date occurs, the Executive shall have the opportunity to earn a bonus for each Fiscal Year as recommended by the Compensation Committee and in accordance with the Company's Executive Incentive Compensation Plan or any successor incentive compensation plan from time to time maintained by the Company for senior executive officers (the "Bonus Plan"). The target amount of each annual bonus shall be equal to sixty percent (60 %) of Base Salary upon attainment of certain "target" performance goals as determined by the Compensation Committee (the "Target Bonus"), which performance, goals, criteria and calculations shall be consistent with those applicable to the CEOs annual bonus. Notwithstanding the preceding, subject to Section 6, the amount of the bonus to be paid to the Executive with respect to each Fiscal Year during the Term shall not be less than $200,000 (the "Guaranteed Bonus"), except that for the Fiscal Year in which the Commencement Date occurs, the Guaranteed Bonus shall not be less than $75,000, and for Fiscal Year ending December 31, 2006, the Guaranteed Bonus shall not be less than $250,000. Any Bonus payable to the Executive pursuant to this Section 4(c) shall be payable in each Fiscal Year during the Term on the date on which the Company pays bonuses to senior executives generally with respect to the preceding Fiscal Year, consistent with past practices and not later than April 30^th of each year (Bonus Payment Date).

(d) CORPORATE PERFORMANCE PAYMENT. In addition to the amounts to be paid to the Executive pursuant to Sections 4(a), 4(b), and 4(c) 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 4(d). 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 30^th of the following year. The Corporate Performance Payment shall be in an amount equal to one point two five percent (1.25%), (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:

(W) in the event that EBITDA for the CP Fiscal Year is less than or equal to $120 million, the CPP Percentage shall instead be 1.5%;

(X) if EBITDA for the CP Fiscal Year exceeds $120 million, the Corporate Performance Payment shall nonetheless be calculated using an EBITDA value of $120 million and a CPP Percentage of 1.5% (the Fixed Calculation) unless calculation of the Corporate Performance Payment based on actual EBITDA and a CPP Percentage of 1.25% produces a number which equals or exceeds that based on the Fixed Calculation, in which case the Corporate Performance shall be calculated based on actual EBITDA and a CPP Percentage of 1.25%.

(Y) in the event of a material acquisition, the method for calculating the Equity Participation Payment pursuant to (i), (ii), and (iii) above, shall be adjusted for the effect of such material acquisition; and

(Z) The definition and method of calculation of the Corporate Performance Payment shall, at all times during the Term, be no less favorable to the Executive than the definition and method of calculation of the Corporate Performance Payment (or analogous payment) applicable to the President, Chief Executive Officer of the Company. For the avoidance of doubt, the foregoing sentence does not refer to the CPP Percentage, but does include the items referred to in (i), (ii), (iii) and (Y) above or any other item or adjustment affecting the basis upon which the Corporate Performance Payment is calculated.

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