As of February 22, 2003 Louis M. Meisinger Stafford Road Thousand Oaks, CA Dear Lou: This letter reflects the terms of an agreement ("Agreement") between you and The Walt Disney Company ("Company") to retain your services pursuant to the following terms: 1. You shall provide to Company, on a nonexclusive basis, up to twenty (20) hours of legal services per month during the term hereof, as and to the extent requested by Company from time to time. In addition, you shall provide such further legal services hereunder as may be agreed upon by the parties from time to time. You agree that you will be available during normal working hours to render the services required of you hereunder. 2. As consideration for your services hereunder during the term of this Agreement, Company shall pay you a monthly retainer fee of $18,750 for each calendar month during the term hereof (it being understood that the retainer fee for any partial month hereunder shall be paid as provided in paragraph 7 hereof). Such retainer fee shall constitute payment in full for the first twenty (20) hours of work provided by you during each month hereunder. Any services provided by you in excess of twenty (20) hours in any one month shall be paid at the standard rate then charged by you to your other comparable clients for legal services, subject to any discount that is being made available by your firm, Sheppard, Mullin, Richter & Hampton LLP, to Company. The foregoing retainer fee shall be paid within ten (10) business days following the completion of each month during the term hereof. Compensation for services in excess of the retainer fee shall be paid within forty-five (45) days of billing by you. You shall not be entitled to any other compensation for services hereunder, provided that nothing herein shall affect your right to receive certain expense reimbursements as set forth in paragraph 6 hereof. 3. The term of this Agreement shall commence on February 22, 2003, and shall expire on February 28, 2005, unless earlier terminated as hereinafter provided. Louis M. Meisinger February 22, 2003 Page 2 4. Company shall have the right to terminate this Agreement before the expiration of its term: (i) immediately, in the event that you violate any of the terms or provisions of paragraph 5 hereof, and (ii) upon ten days' prior written notice to you of your failure to perform any of the services required of you hereunder or in the event of any other material breach hereof by you. In the event of such early termination of this Agreement by Company, Company shall pay you only for your services rendered through the date of termination (determined, with respect to any partial month, in the same manner as provided in paragraph 7 hereof). Company's rights of termination set forth above are subject to your right to cure promptly any breach reasonably deemed curable by Company. 5. Neither you nor any law firm or other entity with which you are associated in any way shall provide legal services, directly or indirectly, to any third party if the provision of such services would violate applicable rules of professional conduct applicable to lawyers regarding conflicts of interests or potential conflicts of interest. 6. Subject to Compan's then current policies regarding reimbursement of business and travel expenses to outside counsel, Company shall reimburse you for reasonable and actual documented business expenses incurred for the benefit of the Company and its affiliates in the course of your engagement hereunder. Expense invoices and supporting documentation satisfactory to Company shall be submitted on a monthly basis with respect to expenses incurred during the preceding month. 7. The monthly retainer fee payable hereunder in respect of the first partial month hereunder (i.e., February 22, 2003 through February 28, 2003) and any other partial month hereunder shall be equal to the greater of the following two products: (i) the amount of the retainer fee for a full calendar month as provided in paragraph 2 hereof multiplied by a fraction the numerator of which is the number of days in the partial month (i.e., the number of days that this Agreement is in effect during the full calendar month within which the partial month falls) and the denominator of which is the total number of days in such full calendar month, and (ii) the retainer fee for a full calendar month as provided in paragraph 2 hereof multiplied by a fraction the numerator of which is the number of hours (excluding any hours in excess of 20) worked by you during the partial month in question and the denominator of which is 20. 8. You shall acquire no right to use, and shall not use, the name of Company or any of its affiliated companies (either alone or in conjunction with or as a part of any other word or name) or any fanciful characters, designs or intellectual property of Company or any of its affiliated companies, in any advertising, publicity or promotion of, or to express or to imply any endorsement of, your services or in any other manner whatsoever (whether or not similar to the uses hereinabove specifically prohibited). 9. You understand and agree that you are acting as an independent contractor in the performance of your services hereunder, and nothing herein contained shall be deemed to create an employment relationship or an agency relationship between you and Company. In light of your independent contractor status, you further understand and agree that you shall in no event be entitled to participate in, or to receive any benefits from, any of Company's benefit or welfare plans in respect of your services hereunder. Company shall have no obligation whatsoever to compensate you on account of any damages or injuries that you may sustain as a result or in the course of the performance of your services hereunder, except for any damages or injuries sustained by you that result from any negligence by Company or any of its affiliated companies. Further, you shall be solely responsible for the payment of all foreign, Federal, state and local income taxes, social security taxes, foreign, Federal, state and local unemployment insurance and similar taxes, and all other assessments, taxes, contributions or sums payable with respect to you as a result of or in connection with the services performed by you hereunder, and you shall file all returns and reports with respect to any of the foregoing. You represent to Company that neither your execution of this Agreement nor your performance of your duties hereunder conflicts with any contractual commitment on your part to any third party or violates or interferes with any rights of any third party. Nothing contained herein shall prejudice, limit or otherwise modify any unconditionally accrued and/or vested rights of yours arising out of your prior employment by Company, which employment terminated on February 21, 2003. Louis M. Meisinger February 22, 2003 Page 3 10. This Agreement is for the personal services of you and may not be assigned by you, nor shall it be assignable by operation of law, without the prior written consent of Company, which consent may be withheld in Company's sole discretion. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior or contemporaneous agreements and statements, whether written or oral and this Agreement may not be amended, and no right may be waived by either party hereunder, except by a writing signed by both parties hereto. Any notice, of termination or otherwise, of this Agreement by either party shall be in writing and, unless a later effective time is set forth therein, shall be effective three (3) days after the date of deposit thereof in the U.S. mail, registered or certified mail, addressed as provided below, or, if otherwise delivered, upon receipt thereof by the other party hereto: To Company: 500 South Buena Vista Street Burbank, California 91521-0922 Attn: Alan N. Braverman Executive Vice President and General Counsel To you: at the address shown for you on the first page hereof or c/o Sheppard, Mullin, Richter & Hampton LLP 333 South Hope Street Los Angeles, CA 90071-1448 Nothing herein contained shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision of this Agreement and any present or future statute, law, ordinance or regulation, the latter shall prevail, but in such event the provision of this Agreement affected shall be curtailed and limited only to the extent necessary to bring it within legal requirements. This Agreement shall be governed by the laws of the State of California. THE WALT DISNEY COMPANY By: /s/ Alan N. Braverman Name: Alan N. Braverman Title: Executive Vice President and General Counsel Date: February 21, 2003 By: /s/ Louis M. Meisinger Louis M. Meisinger Date: February 21, 2003
Legal Services and Retainer Agreement - The Walt Disney Co. and Louis M. Meisinger
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