{"id":38996,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-blockbuster-entertainment-group-and-larry.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-blockbuster-entertainment-group-and-larry","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-blockbuster-entertainment-group-and-larry.html","title":{"rendered":"Employment Agreement- Blockbuster Entertainment Group and Larry Zine"},"content":{"rendered":"<pre>\n[BLOCKBUSTER LOGO APPEARS HERE]\n\n                                       April 1, 1999\n\n\nLarry Zine\nBlockbuster Entertainment\n1201 Elm Street\nDallas, Texas 75270\n\n\nDear Mr. Zine:\n\n\n     Blockbuster Entertainment Group ('Blockbuster'), a business unit of Viacom\nInc. ('Viacom'), 1201 Elm Street, Dallas, Texas 75270, agrees to employ you and\nyou agree to accept such employment upon the following terms and conditions:\n\n     l.  Term.  Your employment under this Agreement shall commence on April 1,\n         ----                                                                  \n1999 (your 'Commencement Date') and, unless terminated by Blockbuster or you\npursuant to paragraph 8(a), (b) or (c) shall continue through and until the\nthird anniversary of your Commencement Date (the 'Expiration Date').  The period\nfrom your Commencement Date through the Expiration Date is referred to as the\n'Term' notwithstanding any earlier termination of your employment for any\nreason.\n\n     2.  Duties.  You agree to devote your substantially entire business time,\n         ------                                                               \nattention and energies to the business of Blockbuster and its subsidiaries\nduring your employment with Blockbuster.  You will be Executive Vice President,\nChief Financial Officer of Blockbuster, and you agree to perform all duties\nreasonable and consistent with that office as the Chief Executive Officer of\nBlockbuster (the 'CEO') or other individual designated by the CEO may assign to\nyou from time to time.  Your principal place of business shall be at\nBlockbuster's headquarters in the Dallas, Texas metropolitan area.\n\n     3.  Compensation.\n         ------------ \n\n         (a) Salary.  For all the services rendered by you in any capacity under\n             ------                                                             \nthis Agreement, Blockbuster agrees to pay you Four Hundred Fifty Thousand\nDollars ($450,000) a year in base salary ('Salary'), less applicable deductions\nand withholding taxes, in accordance with Blockbuster's payroll practices as\nthey may exist from time to time.  Your Salary will be reviewed each April 1st\nduring the Term, commencing April 1, 2000, and, assuming satisfactory\nperformance, will, at that time, be increased (but not decreased) by a\npercentage generally consistent with Blockbuster's then applicable compensation\npolicies for Blockbuster executives at comparable position and performance\nlevels.\n\n \nLarry Zine\nApril 1, 1999\nPage 2\n\n         (b)   Bonus Compensation.  You also shall be entitled to receive annual\n               ------------------  \nbonus compensation ('Bonus') during your employment with Blockbuster under this\nAgreement, determined and payable as follows:\n\n         (i)   Your Bonus for each calendar year during your employment with\n               Blockbuster under this Agreement will be determined in accordance\n               with Blockbuster's Senior Executive Short-Term Incentive Plan\n               (the 'Senior Executive STIP') or Blockbuster's Short-Term\n               Incentive Plan (the 'STIP'), as applicable, as the same may be\n               amended from time to time.\n\n         (ii)  Your Bonus for each calendar year or portion thereof during the\n               Term before Blockbuster completes its initial public offering of\n               common stock (the 'IPO') shall be determined in accordance with\n               the STIP.  Your Bonus for any calendar year or portion thereof\n               during the Term after the IPO occurs shall be determined in\n               accordance with the Senior Executive STIP.\n\n         (iii) Your target bonus ('Target Bonus') for each of those calendar\n               years or portion thereof shall be 50% of your Salary on November\n               1st of such year.  Your Bonus may be prorated for any portion of\n               the calendar year that you were employed under this Agreement\n               except that your Bonus for calendar year 1999 shall not be\n               prorated.\n\n         (iv)  Your Bonus for any calendar year shall be payable, less\n               applicable deductions and withholding taxes, by the end of the\n               first quarter of the following year.\n\n     (c) Sign-On Bonus.  You shall receive a sign-on bonus (your 'Sign-On\n         -------------                                                   \nBonus') in the amount of Six Hundred Thousand Dollars ($600,000), payable on a\ndate determined by Blockbuster, in its sole discretion, no later than ten (10)\ndays prior to the IPO but in no event later than December 31, 1999.\n\n     (d) Viacom Stock Options:  You shall receive a grant (the 'Viacom Initial\n         --------------------                                                 \nGrant') under the Viacom's 1997 Long-Term Management Incentive Plan (the\n'LTMIP') of stock options to purchase Forty Thousand (40,000) shares of Viacom's\nClass B Common Stock (the 'Class B Common Stock'), effective on your\nCommencement Date, with an exercise price of $42.6875 per share (the closing\nprice on your Commencement Date of the Class B Common Stock on the AMEX).  The\nViacom Initial Grant shall vest in four equal installments on the second, third,\nfourth and fifth anniversaries of the date of grant.\n\n     (e) Blockbuster Stock Options. Upon the successful completion of the IPO,\n         -------------------------\nyou shall receive stock options to purchase 355,000 shares of Blockbuster Class\nA Common Stock (the 'Blockbuster Initial Grant') issued at fair market value at\nthe time of grant, vesting in\n\n \nLarry Zine\nApril 1, 1999\nPage 3\n\nfive equal installments on the first, second, third, fourth and fifth\nanniversaries of the date of grant. The Blockbuster Initial Grant represents\nyour IPO completion grant and your annual grant for calendar year 2000.\n\n     4.  Benefits.  You shall participate in such vacation, medical, dental,\n         --------                                                           \nlife insurance, long-term disability insurance, 401(k), pension, long-term\nincentive and other plans as Blockbuster may have or establish from time to time\nand in which you would be entitled to participate under the terms of the plan.\nThis provision, however, shall not be construed to either require Blockbuster to\nestablish any welfare, compensation or long-term incentive plans, or to prevent\nthe modification or termination of any plan once established, and no action or\ninaction with respect to any plan shall affect this Agreement.\n\n     5.  Business Expenses; Car Allowance and Insurance.  During your employment\n         ----------------------------------------------                         \nunder this Agreement, Blockbuster shall reimburse you for such reasonable travel\nand other expenses incurred in the performance of your duties consistent with\nBlockbuster's then applicable expense reimbursement policies for Blockbuster\nexecutives at comparable position levels.  You shall receive a car allowance and\ncar insurance for one vehicle in accordance with Blockbuster's policies, as the\nsame may be amended from time to time.\n\n     6.  Non-Competition, Confidential Information, Etc.\n         ---------------------------------------------- \n\n         (a) Non-Competition.  You agree that your employment with Blockbuster\n             ---------------\nis on an exclusive basis and that, while you are employed by Blockbuster, you\nwill not engage in any other business activity which is in conflict with your\nduties and obligations (including your commitment of time) under this Agreement.\nYou agree that, during the Non-Compete Period (as defined below), you shall not\ndirectly or indirectly engage in or participate as an owner, partner,\nstockholder, officer, employee, director, agent of or consultant for any\nBlockbuster Competitor (as defined below); provided, however, that this\n                                           --------  ------- \nprovision shall not prevent you from investing as less than a one (1%) percent\nstockholder in the securities of any company listed on a national securities\nexchange or quoted on an automated quotation system. The Non-Compete Period\nshall cover the entire Term plus any period after the Term for which you receive\npayments pursuant to paragraph 8(d)(i) or 8(e). A Blockbuster Competitor is any\nbusiness entity which engages in the rental or sale of video product or video\ngames (i) in electronic or internet commerce and\/or (ii) in one or more\ngeographic areas where Blockbuster has its operations (or is engaged in real\nestate site selection or has taken other steps toward the commencement of\noperations), either alone or in association with another entity. In every case,\nthe good faith judgment of Blockbuster shall be conclusive as to whether a\nbusiness entity constitutes a Blockbuster Competitor.\n\n         (b) Confidential Information. You agree that, during the Term or at any\n             ------------------------\ntime thereafter, (i) you shall not use for any purpose other than the duly\nauthorized business of Blockbuster, or disclose to any third party, any\ninformation relating to Blockbuster or any of its affiliated companies which is\nproprietary to Blockbuster or any of its affiliated companies ('Confidential\nInformation'), including any customer information, trade secret or any written\n\n \nLarry Zine\nApril 1, 1999\nPage 4\n\n(including in any electronic form) or oral communication incorporating\nConfidential Information in any way (except as may be required by law or in the\nperformance of your duties under this Agreement consistent with Blockbuster's\npolicies); and (ii) you will comply with any and all confidentiality obligations\nof Blockbuster to a third party, whether arising under a written agreement or\notherwise. Information shall not be deemed Confidential Information which (x) is\nor becomes generally available to the public other than as a result of a\ndisclosure by you or at your direction or by any other person who directly or\nindirectly receives such information from you, or (y) is or becomes available to\nyou on a non-confidential basis from a source which is entitled to disclose it\nto you.\n\n         (c) No Employee Solicitation. You agree that, during the Term and for\n             ------------------------\none (1) year thereafter, you shall not, directly or indirectly, engage, employ\nor solicit the employment or consulting services of any person who is then or\nhas been within six (6) months prior to the time of such action, an employee of\nBlockbuster or any of its affiliated companies, or agree to do so.\n\n         (d) Blockbuster Ownership. The results and proceeds of your services\n             ---------------------\nunder this Agreement, including, without limitation, any works of authorship\nresulting from your services during your employment with Blockbuster and\/or any\nof its affiliated companies and any works in progress resulting from such\nservices, shall be works-made-for-hire and Blockbuster shall be deemed the sole\nowner throughout the universe of any and all rights of every nature in such\nworks, whether such rights are now known or hereafter defined or discovered,\nwith the right to use the works in perpetuity in any manner Blockbuster\ndetermines in its sole discretion without any further payment to you. If, for\nany reason, any of such results and proceeds are not legally deemed a work-made-\nfor-hire and\/or there are any rights in such results and proceeds which do not\naccrue to Blockbuster under the preceding sentence, then you hereby irrevocably\nassign and agree to assign any and all of your right, title and interest\nthereto, including, without limitation, any and all copyrights, patents, trade\nsecrets, trademarks and\/or other rights of every nature in the work, whether now\nknown or hereafter defined or discovered, and Blockbuster shall have the right\nto use the work in perpetuity throughout the universe in any manner Blockbuster\ndetermines in its sole discretion without any further payment to you. You shall,\nas may be requested by Blockbuster from time to time, do any and all things\nwhich Blockbuster may deem useful or desirable to establish or document\nBlockbuster's rights in any such results and proceeds, including, without\nlimitation, the execution of appropriate copyright, trademark and\/or patent\napplications, assignments or similar documents and, if you are unavailable or\nunwilling to execute such documents, you hereby irrevocably designate the CEO or\nhis designee as your attorney-in-fact with the power to execute such documents\non your behalf. To the extent you have any rights in the results and proceeds of\nyour services under this Agreement that cannot be assigned as described above,\nyou unconditionally and irrevocably waive the enforcement of such rights. This\nparagraph 6(d) is subject to, and does not limit, restrict, or constitute a\nwaiver by Blockbuster or any of its affiliated companies of any ownership rights\nto which Blockbuster or any of its affiliated companies may be entitled by\noperation of law by virtue of being your employer.\n\n \nLarry Zine\nApril 1, 1999\nPage 5\n\n         (e) Litigation.  You agree that, during the Term, for one (1) year\n              ----------                                                    \nthereafter and, if longer, during the pendancy of any litigation or other\nproceeding, (i) you shall not communicate with anyone (other than your own\nattorneys and tax advisors), except to the extent necessary in the performance\nof your duties under this Agreement, with respect to the facts or subject matter\nof any pending or potential litigation, or regulatory or administrative\nproceeding involving Blockbuster or any of Blockbuster's affiliated companies,\nother than any litigation or other proceeding in which you are a party-in-\nopposition, without giving prior notice to Blockbuster or Blockbuster's counsel;\nand (ii) in the event that any other party attempts to obtain information or\ndocuments from you with respect to matters possibly related to such litigation\nor other proceeding, you shall promptly notify Blockbuster's counsel before\nproviding such information or documents.\n\n         (f) No Right to Give Interviews or Write Books, Articles, Etc.  During\n             ---------------------------------------------------------\nthe Term, except as authorized by Blockbuster, you shall not (i) give any\ninterviews or speeches, or (ii) prepare or assist any person or entity in the\npreparation of any books, articles, television or motion picture productions or\nother creations, in either case, concerning Blockbuster or any of its affiliated\ncompanies or any of their respective officers, directors, agents, employees,\nsuppliers or customers.\n\n         (g) Return of Property.  All documents, data, recordings, or other\n             ------------------                                            \nproperty, whether tangible or intangible, including all information stored in\nelectronic form, obtained or prepared by or for you and utilized by you in the\ncourse of your employment with Blockbuster or any of its affiliated companies\nshall remain the exclusive property of Blockbuster.  In the event of the\ntermination of your employment for any reason, Blockbuster reserves the right,\nto the extent permitted by law and in addition to any other remedy Blockbuster\nmay have, to deduct from any monies otherwise payable to you the following:  (i)\nall amounts you may owe to Blockbuster or any of its affiliated companies at the\ntime of or subsequent to the termination of your employment with Blockbuster;\nand (ii) the value of the Blockbuster property which you retain in your\npossession after the termination of your employment with Blockbuster.  In the\nevent that the law of any state or other jurisdiction requires the consent of an\nemployee for such deductions, this Agreement shall serve as such consent.\n\n         (h) Non-Disparagement.  You agree that, during the Term and for one (1)\n              -----------------     \nyear thereafter, you shall not, in any communications with the press or other\nmedia or any customer, client or supplier of Blockbuster or any of its\naffiliated companies, criticize, ridicule or make any statement which disparages\nor is derogatory of Blockbuster or any of its affiliated companies or any of\ntheir respective directors or senior officers.\n\n         (i) Injunctive Relief.  Blockbuster has entered into this Agreement in\n              -----------------                                                 \norder to obtain the benefit of your unique skills, talent, and experience.  You\nacknowledge and agree that any violation of paragraphs 6(a) through (h) of this\nAgreement will result in irreparable damage to Blockbuster, and, accordingly,\nBlockbuster may obtain injunctive and other equitable relief for \n\n \nLarry Zine\nApril 1, 1999\nPage 6\n\nany breach or threatened breach of such paragraphs, in addition to any other\nremedies available to Blockbuster.\n\n         (j) Survival; Modification of Terms.  Your obligations under paragraphs\n             -------------------------------                                    \n6(a) through (i) shall remain in full force and effect for the entire period\nprovided therein notwithstanding the termination of your employment whether\nunder this Agreement or otherwise for any reason or the expiration of the Term.\nYou and Blockbuster agree that the restrictions and remedies contained in\nparagraphs 6(a) through (i) are reasonable and that it is your intention and the\nintention of Blockbuster that such restrictions and remedies shall be\nenforceable to the fullest extent permissible by law.  If a court of competent\njurisdiction shall find that any such restriction or remedy is unenforceable but\nwould be enforceable if some part were deleted or the period or area of\napplication reduced, then such restriction or remedy shall apply with the\nmodification necessary to make it enforceable.\n\n     7.  Disability.  In the event that you become 'disabled' within the meaning\n         ----------                                                             \nof such term under Blockbuster's Short-Term Disability ('STD') program and its\nLong-Term Disability ('LTD') program during the Term (such condition is referred\nto as a 'Disability'), you will receive compensation under the STD program for\nthe first twenty-six (26) weeks of consecutive absence in accordance with its\nterms.  Thereafter, you will be eligible to receive benefits under the LTD\nprogram in accordance with its terms.  If you have not returned to work by\nDecember 31st of a calendar year during the Term, you will receive bonus\ncompensation for the calendar year(s) during the Term in which you receive\ncompensation under the STD program, determined as follows:\n\n         (i)   for the portion of the calendar year from January 1st until the\n               date on which you first receive compensation under the STD\n               program, bonus compensation shall be determined in accordance\n               with the Senior Executive STIP or the STIP, as applicable, and\n               prorated for such period; and\n\n         (ii)  for any subsequent portion of that calendar year and any portion\n               of the following calendar year in which you receive compensation\n               under the STD program, bonus compensation shall be in an amount\n               equal to your Target Bonus and prorated for such period(s).\n\n \nLarry Zine\nApril 1, 1999\nPage 7\n\nBonus compensation under this paragraph 7 shall be paid, less applicable\ndeductions and withholding taxes, by the end of the first quarter of the year(s)\nfollowing the year as to which such bonus compensation is payable.  You will not\nreceive bonus compensation for any portion of the calendar year(s) during the\nTerm while you receive benefits under the LTD program.  For the periods that you\nreceive compensation and benefits under the STD and LTD programs, such\ncompensation and benefits and the bonus compensation provided under this\nparagraph 7 are in lieu of Salary and Bonus under paragraphs 3(a) and (b).\n\n     8.  Termination.\n         ----------- \n\n         (a) Termination for Cause.  Blockbuster may, at its option, terminate \n             --------------------- \nyour employment under this Agreement forthwith for Cause and thereafter shall\nhave no further obligations under this Agreement, including, without limitation,\nany obligation to pay Salary or Bonus or provide benefits. Cause shall mean: (i)\nembezzlement, fraud or other similar conduct involving Blockbuster which would\nconstitute a felony; (ii) conviction of a felony; (iii) unauthorized disclosure\nof Confidential Information; (iv) your failure to obey a material lawful\ndirective that is appropriate to your position from an executive(s) in your\nreporting line; (v) your material breach of this Agreement; or (i) your failure\n(except in the event of your disability) or refusal to substantially perform\nyour material obligations under this Agreement. Blockbuster will give you\nwritten notice prior to terminating your employment pursuant to (iv), (v) or\n(vi) of this paragraph 8(a), setting forth the nature of any alleged failure,\nbreach or refusal in reasonable detail and the conduct required to cure. Except\nfor a failure, breach or refusal which, by its nature, cannot reasonably be\nexpected to be cured, you shall have ten (10) business days from the giving of\nsuch notice within which to cure any failure, breach or refusal under (iv), (v)\nor (vi) of this paragraph 8(a); provided, however, that, if Blockbuster\n                                --------  -------                      \nreasonably expects irreparable injury from a delay of ten (10) business days,\nBlockbuster may give you notice of such shorter period within which to cure as\nis reasonable under the circumstances.\n\n         (b) Good Reason Termination.  You may terminate your employment under \n             ----------------------- \nthis Agreement for Good Reason at any time during the Term by written notice to\nBlockbuster no more than thirty (30) days after the occurrence of the event\nconstituting Good Reason. Such notice shall state an effective date no earlier\nthan thirty (30) business days after the date it is given. Blockbuster shall\nhave thirty (30) business days from the giving of such notice within which to\ncure and, in the event of such cure, your notice shall be of no further force or\neffect. Good Reason shall mean without your consent (other than in connection\nwith the termination or suspension of your employment or duties for Cause or in\nconnection with your Disability): (i) the assignment to you of duties or\nresponsibilities substantially inconsistent with your position(s) or duties;\n(ii) the withdrawal of material portions of your duties described in paragraph\n2; (iii) the material breach by Blockbuster of its material obligations under\nthis Agreement, including without limitation, a reduction in your Salary or\nTarget Bonus; or (iv) Blockbuster's failure to offer to extend or renew this\nAgreement no later than thirty (30) days before the end of the Term on\nsubstantially similar terms.\n\n \nLarry Zine\nApril 1, 1999\nPage 8\n\n         (c) Termination Without Cause.  Blockbuster may terminate your \n             -------------------------  \nemployment under this Agreement without Cause at any time during the Term by\nwritten notice to you.\n\n         (d) Termination Payments\/Benefits.  In the event that your employment\n             -----------------------------                                    \nterminates under paragraph 8(b) or (c), you shall thereafter receive, less\napplicable withholding taxes:\n\n         (i)   your Salary, as in effect on the date on which your employment\n               terminates, for twelve (12) months after the date of such\n               termination or the balance of the Term, whichever is longer, paid\n               in accordance with Blockbuster's then effective payroll\n               practices;\n\n         (ii)  bonus compensation for the calendar year in which such\n               termination occurs, payable by the end of the first quarter of\n               the following year, determined as follows:\n\n               (x)  for the portion of the calendar year from January 1st until\n                    the date of the termination, bonus compensation shall be\n                    determined in accordance with the Senior Executive STIP or\n                    the STIP, as applicable, and prorated for such period; and\n\n               (y)  for the remaining portion of such calendar year during the\n                    Term, bonus compensation shall be in an amount equal to your\n                    Target Bonus and prorated for such period;\n\n         (iii) bonus compensation for each subsequent calendar year or portion\n               thereof during the Term, in an amount equal to your Target Bonus,\n               prorated for any partial calendar year and payable by the end of\n               the first quarter of the following year;\n\n         (iv)  your car allowance until the end of the Term, paid in accordance\n               with Blockbuster's then effective payroll practices;\n\n         (v)   medical and dental insurance coverage provided under COBRA at no\n               cost to you (except as hereafter described) pursuant to\n               Blockbuster's then-current benefit plans until the end of the\n               Term or, if earlier, the date on which you become eligible for\n               medical and dental coverage from a third party; provided, that,\n                                                               --------       \n               during the period that Blockbuster provides you with this\n               coverage, an amount equal to the applicable COBRA premiums (or\n\n \nLarry Zine\nApril 1, 1999\nPage 9\n\n               such other amounts as may be required by law) will be included in\n               your income for tax purposes to the extent required by law and\n               Blockbuster may withhold taxes from your compensation for this\n               purpose; and provided, further, that you may elect to continue\n                            --------  -------                                \n               your medical and dental insurance coverage under COBRA at your\n               own expense for the balance, if any, of the period required by\n               law;\n\n         (vi)  life insurance coverage until the end of the Term pursuant to\n               Blockbuster's then-current policy in the amount then furnished to\n               Blockbuster employees at no cost (the amount of such coverage\n               will be reduced by the amount of life insurance coverage\n               furnished to you at no cost by a third party employer);\n\n         (vii) the following with respect to the stock options granted to you\n               under the LTMIP for shares of Viacom Class B Common Stock:\n\n               (x)  all of such stock options that have not vested and become\n                    exercisable on the date of such termination but that would\n                    have vested on or before the end of the Term shall vest on\n                    the date of termination; such stock options shall remain\n                    exercisable for six (6) months after such date or, if\n                    earlier, until their expiration date; and\n\n               (y)  all of such stock options that have previously vested and\n                    become exercisable by the date of such termination shall\n                    remain exercisable for six (6) months after such date or, if\n                    earlier, until their expiration date.\n\nYou shall be required to mitigate the amount of any payment provided for in (i),\n(ii), (iii) and (iv) of this paragraph 8(d) by seeking other employment, and the\namount of such payments shall be reduced by any compensation earned by you from\nany source, including, without limitation, salary, sign-on or annual bonus\ncompensation, consulting fees, commission payments, car allowance and, in the\nevent you receive significantly more long-term compensation than you received\nfrom Blockbuster, Blockbuster's good faith estimate of the present value of the\nportion of such long-term compensation in excess of the long-term compensation\nfrom Blockbuster; provided, that mitigation shall not be required, and no\n                  --------                                               \nreduction for other compensation shall be made, for twelve (12) months after the\ntermination of your employment or, if less, the balance of the Term. You agree\nto notify Blockbuster with respect to any such compensation earned by you during\nthe period when such mitigation is required and to promptly respond to any\ninquiries from Blockbuster with respect to such compensation or your efforts to\nfulfill your mitigation obligations under this provision.\n\n \nLarry Zine\nApril 1, 1999\nPage 10\n\n         (e) Non-Renewal Payments.  If you remain employed through the end of\n             ---------------------                                           \nthe Term and Blockbuster elects not to extend or renew this Agreement at the end\nof the Term and thereafter terminates your employment without Cause within\ntwelve (12) months after the end of the Term, you shall continue to receive your\nthen-current Salary for twelve (12) months after the end of the Term.  Payments\nunder this paragraph 8(e) shall be made, less applicable withholding taxes, in\naccordance with Blockbuster's then effective payroll practices.  You shall be\nrequired to mitigate the amount of any payment under this paragraph 8(e) by\nseeking other employment, and the amount of any such payment shall be reduced by\nany compensation earned by you from any source, including, without limitation,\nsalary, sign-on or annual bonus compensation, consulting fees, commission\npayments, car allowance and, in the event you receive significantly more long-\nterm compensation than you received from Blockbuster, Blockbuster's good faith\nestimate of the present value of  the portion of such long-term compensation in\nexcess of the long-term compensation from Blockbuster.  You agree to notify\nBlockbuster with respect to any such compensation and to promptly respond to any\ninquiries from Blockbuster with respect to such compensation or your efforts to\nfulfill your mitigation obligations under this provision.  In the event that\nyour employment terminates without Cause after the expiration of the Term and\nyou have not entered into a contractual arrangement with Blockbuster or any of\nits affiliated companies, you shall be entitled to receive any Salary and\nbenefits provided for under Blockbuster's severance plan; in such event, you\nshall not receive Salary under this paragraph 8(e) with respect to any period\nfor which you receive Salary under the severance plan.\n\n         (f) Termination of Benefits.  Notwithstanding anything in this\n             -----------------------                                   \nAgreement to the contrary (except as otherwise provided in paragraph 8(d) with\nrespect to medical and dental benefits and life insurance), participation in all\nBlockbuster benefit plans and programs (including, without limitation, vacation\naccrual, the 401(k) plan, the pension plan and the related excess plans, LTD,\ncar insurance and accidental death and dismemberment and business travel and\naccident insurance) will terminate upon the termination of your employment\nexcept to the extent otherwise expressly provided in such plans or programs and\nsubject to any vested rights you may have under the terms of such plans or\nprograms.  The foregoing shall not apply to your Blockbuster stock options and,\nafter the termination of your employment, your rights with respect to such stock\noptions shall be governed by the terms of the option agreements and the\napplicable plans together with paragraph 8(d)(vii).\n\n         (g) Resignation from Official Positions.  If your employment with\n             -----------------------------------                          \nBlockbuster terminates for any reason, you shall be deemed to have resigned at\nthat time from any and all officer or director positions that you may have held\nwith Blockbuster or any of its then current or previously affiliated companies\nand all board seats or other positions in other entities you held on behalf of\nBlockbuster.  If, for any reason, this paragraph 8(g) is deemed insufficient to\neffectuate such resignation, you agree to execute, upon the request of\nBlockbuster, any documents or instruments which Blockbuster may deem necessary\nor desirable to effectuate such resignation or resignations, and you hereby\nauthorize the Secretary and any Assistant Secretary of Blockbuster to execute\nany such documents or instruments as your attorney-in-fact.\n\n \nLarry Zine\nApril 1, 1999\nPage 11\n\n     9.  Death.  In the event of your death prior to the end of the Term while\n         -----                                                                \nactively employed, your beneficiary or estate shall receive (i) your Salary up\nto the date on which the death occurs; (ii) any Bonus earned in the prior year\nbut not yet paid; and (iii) bonus compensation for the calendar year in which\nthe death occurs, determined in accordance with the Senior Executive STIP or the\nSTIP, as applicable (i.e., based upon Blockbuster's achievement of its goals and\n                     ----                                                       \nBlockbuster's good faith estimate of your achievement of your personal goals),\nand pro-rated for the portion of the year through the date of death, payable,\nless applicable deductions and withholding taxes, by the end of the first\nquarter of the following year.  In the event of your death after the termination\nof your employment while you are entitled to receive compensation under\nparagraph 8(d) or (e) your beneficiary or estate shall receive (x) any Salary\npayable under paragraph 8(d)(i) or 8(e) up to the date on which the death\noccurs; (y) any bonus compensation earned under paragraph 8(d)(ii) or (iii) with\nrespect to the prior year but not yet paid; and (z) any bonus compensation for\nthe calendar year in which the death occurs, determined in accordance with\nparagraph 8(d)(ii) or (iii) and pro-rated for the portion of the year through\nthe date of death, payable, less applicable deductions and withholding taxes, by\nthe end of the first quarter of the following year.\n\n     10. No Acceptance of Payments.  You represent that you have not accepted\n         -------------------------                                           \nor given nor will you accept or give, directly or indirectly, any money,\nservices or other valuable consideration from or to anyone other than\nBlockbuster for the inclusion of any matter as part of any film, television\nprogram or other production produced, distributed and\/or developed by\nBlockbuster and\/or any of its affiliated companies.\n\n     11. Equal Opportunity Employer. You recognize that Blockbuster is an equal\n         --------------------------                                            \nopportunity employer.  You agree that you will comply with Blockbuster policies\nregarding employment practices and with applicable federal, state and local laws\nprohibiting discrimination on the basis of race, color, sex, religion, national\norigin, citizenship, age, marital status, sexual orientation, disability or\nveteran status.\n\n     12. Employee Statement of Business Conduct.  You agree that you will\n         --------------------------------------                          \ncomply with the Blockbuster Employee Statement of Business Conduct.\n\n     13. Notices.  All notices under this Agreement must be given in writing,\n         -------                                                             \nby personal delivery or by mail, at the parties' respective addresses shown on\nthis Agreement (or any other address designated in writing by either party),\nwith a copy, in the case of Blockbuster, to the attention of the General Counsel\nof Blockbuster.  Any notice given by mail shall be deemed to have been given\nthree days following such mailing.\n\n     14. Assignment.  This is an Agreement for the performance of personal\n         ----------                                                       \nservices by you and may not be assigned by you or Blockbuster except that\nBlockbuster may assign this Agreement to any affiliated company of or any\nsuccessor in interest to Blockbuster.\n\n \nLarry Zine\nApril 1, 1999\nPage 12\n\n     15. TEXAS LAW AND JURISDICTION. YOU ACKNOWLEDGE THAT THIS AGREEMENT HAS\n         --------------------------\nBEEN EXECUTED, IN WHOLE OR IN PART, IN TEXAS, AND YOUR EMPLOYMENT DUTIES ARE\nPRIMARILY PERFORMED IN TEXAS. ACCORDINGLY, YOU AGREE THAT THIS AGREEMENT AND ALL\nMATTERS OR ISSUES ARISING OUT OF OR RELATING TO YOUR BLOCKBUSTER EMPLOYMENT\nSHALL BE GOVERNED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS\nENTERED INTO AND PERFORMED ENTIRELY THEREIN. ANY ACTION TO ENFORCE THIS\nAGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE\nCITY OF DALLAS.\n\n     16. No Implied Contract.  Nothing contained in this Agreement shall be\n         -------------------                                               \nconstrued to impose any obligation on Blockbuster or you to renew this Agreement\nor any portion thereof.  The parties intend to be bound only upon execution of a\nwritten agreement and no negotiation, exchange of draft or partial performance\nshall be deemed to imply an agreement.  Neither the continuation of employment\nnor any other conduct shall be deemed to imply a continuing agreement upon the\nexpiration of the Term.\n\n     17. Entire Understanding.  This Agreement contains the entire\n         --------------------                                     \nunderstanding of the parties hereto relating to the subject matter contained in\nthis Agreement, and can be changed only by a writing signed by both parties.\n\n     18. Void Provisions.  If any provision of this Agreement, as applied to\n         ---------------                                                    \neither party or to any circumstances, shall be found by a court of competent\njurisdiction to be unenforceable but would be enforceable if some part were\ndeleted or the period or area of application were reduced, then such provision\nshall apply with the modification necessary to make it enforceable, and shall in\nno way affect any other provision of this Agreement or the validity or\nenforceability of this Agreement.\n\n     19. Supersedes Prior Agreements.  With respect to the period covered by\n         ---------------------------                                        \nthe Term, this Agreement supersedes and cancels all prior agreements relating to\nyour employment by Blockbuster or any of its affiliated companies.\n\n     20. Blockbuster No Longer Affiliated with Viacom.  At such time as Viacom\n         --------------------------------------------                         \nno longer holds a controlling ownership interest in Blockbuster, the references\nto 'affiliated companies' in the covenants set forth in paragraphs 6(b), (c) and\n(e) (with respect to confidential information, no employee solicitation and\nlitigation) shall, without limiting the scope of such covenants, continue to\napply to Viacom and its affiliated companies.\n\n     21. No Restriction on Employment.  You represent that you are not subject\n         ----------------------------                                         \nto any covenant, agreement, or restriction (including, but not limited to, a\ncovenant of non-competition) with or by any third party that would prevent you\nfrom beginning your employment on your Commencement Date and thereafter\nperforming your duties and responsibilities with Blockbuster, or would impinge\nupon, interfere with, or restrict your ability to perform your duties or\nresponsibilities with Blockbuster under this Agreement.\n\n \nLarry Zine\nApril 1, 1999\nPage 13\n\n     If the foregoing correctly sets forth our understanding, please sign, date\nand return all three (3) copies of this Agreement to the undersigned for\nexecution on behalf of Blockbuster; after this Agreement has been executed by\nBlockbuster and a fully-executed copy returned to you, it shall constitute a\nbinding agreement between us.\n\n                                        Very truly yours,\n\n                                        BLOCKBUSTER ENTERTAINMENT\n                                        GROUP\n\n                                        By: \/s\/ WILLIAM A. ROSKIN\n                                            -----------------------------------\n                                            Name:  William A. Roskin\n                                            Title: Senior Vice President,\n                                                   Human Resources and\n                                                   Administration\n\nACCEPTED AND AGREED:\n\n\/s\/ LARRY ZINE\n-----------------------------\n       Larry Zine\n\n\nDated:\n      -----------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6911,9252],"corporate_contracts_industries":[9469,9465],"corporate_contracts_types":[9539,9544],"class_list":["post-38996","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-blockbuster-inc","corporate_contracts_companies-viacom-inc","corporate_contracts_industries-media__rental","corporate_contracts_industries-media__broadcasting","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38996","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38996"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38996"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38996"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38996"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}