{"id":39005,"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-inc-and-edward-b-stead2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-blockbuster-inc-and-edward-b-stead2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-blockbuster-inc-and-edward-b-stead2.html","title":{"rendered":"Employment Agreement &#8211; Blockbuster Inc. and Edward B. Stead"},"content":{"rendered":"<pre>                                                                October 13, 2000\n\n\n\nEdward B. Stead\n3704 Stratford\nDallas, TX  75205\n\nDear Ed:\n\n            Blockbuster Inc. (\"Blockbuster\"), 1201 Elm Street, Dallas, Texas\n75270, agrees to employ you and you agree to accept employment with Blockbuster\nupon the following terms and conditions (the \"Agreement\"):\n\n            1.    Term. The term of this Agreement shall commence on November\n                  ----\n23, 1999 and end on March 1, 2000, and will be automatically renewed on March 1\nof each year for a term of three (3) years commencing on the date of automatic\nrenewal, unless terminated by Blockbuster pursuant to Paragraph 8(a) or (b) or\notherwise. As used in this Agreement, the \"Term\" refers to the period beginning\non the initial commencement date of this Agreement and ending on the following\nMarch 1st or, if the term of your employment has been automatically renewed\npursuant to this Paragraph 1, the period beginning on the date of automatic\nrenewal and ending on the third anniversary of the date of automatic renewal,\nnotwithstanding any earlier termination pursuant to Paragraph 8(a) or (b) or\notherwise.\n\n            2.    Duties. You agree to devote your entire business time,\n                  ------\nattention and energies to the business of Blockbuster and its subsidiaries\nduring your employment. You will be Executive Vice President and General Counsel\nof Blockbuster, and you agree to perform all duties reasonable and consistent\nwith that or such comparable office as the Chief Executive Officer (the \"CEO\")\nof Blockbuster or other individual designated by the CEO of Blockbuster may\nassign to you from time to time.\n\n            3.    Compensation.\n                  ------------\n\n                  (a)   Salary. For all the services rendered by you in any\n                        ------\ncapacity under this Agreement, Blockbuster agrees to pay you Thirty-one thousand\ntwo hundred fifty Dollars ($31,250) a month in base salary (\"Salary\"), less\napplicable deductions and withholding taxes, in accordance with Blockbuster's\npayroll practices as they may exist from time to time.\n\n                  (b)   Bonus Compensation. You also will receive bonus\n                        ------------------\ncompensation (\"Bonus\") in accordance with Blockbuster's Short-Term Incentive\nPlan or, if applicable, Blockbuster's Senior Executive Short-Term Incentive\nPlan, each as may be amended from time to time (either of such plans, as\napplicable, to be hereinafter referred to as the \"STIP\") and as follows:\n\n                  (i)   Your target bonus (\"Target Bonus\") for each calendar\n                        year will be 50% of your Salary on November 1st of the\n                        calendar year; provided that, for any years in which\n                        you are a participant in Blockbuster's Senior Executive\n                        Short-Term Incentive Plan, for purposes of this Section\n                        3(b)(i), your Target Bonus will be based on your Salary\n                        as defined in such plan. Your Bonus may be prorated for\n                        any portion of the calendar year that you were employed\n                        under this Agreement.\n\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 2\n\n                  (ii)  Your Bonus for any calendar year will be payable, less\n                        applicable deductions and withholding taxes, by the end\n                        of the first quarter of the following year.\n\n            4.    Benefits. You will participate in such vacation, medical,\n                  --------\ndental, life insurance, long-term disability insurance, 401(k), 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, will 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 will affect this Agreement.\n\n            5.    Business Expenses; Car Allowance and Insurance. During your\n                  ----------------------------------------------\nemployment under this Agreement, Blockbuster will reimburse you for such\nreasonable travel and other expenses incurred in the performance of your duties\nconsistent with Blockbuster's then applicable expense reimbursement policies for\nBlockbuster executives at comparable position levels. You will receive a car\nallowance and car insurance for one (1) vehicle in accordance with Blockbuster's\npolicies, as same 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\n                        ---------------\nBlockbuster is on an exclusive basis and that, while you are employed by\nBlockbuster, you will not engage in any other business activity which is in\nconflict with your duties and obligations (including your commitment of time)\nunder this Agreement. You agree that, during the Non-Compete Period (as defined\nbelow), you will not directly or indirectly engage in or participate as an\nowner, partner, stockholder, officer, employee, director, agent of or consultant\nfor any Blockbuster Competitor (as defined below) and will perform no services\nfor a Blockbuster Competitor similar to any services performed for Blockbuster;\nprovided, however, that this provision will not prevent you from investing as\n--------  -------\nless than a one (1%) percent stockholder in the securities of any company listed\non a national securities exchange or quoted on an automated quotation system.\nThe Non-Compete Period will cover the entire Term plus any period after the Term\nfor which you receive payments pursuant to Paragraph 8(c)(i). A Blockbuster\nCompetitor is any business entity which engages in the acquisition, aggregation,\nor delivery of audio or video entertainment , including but not limited to the\nrental or sale of video, DVD, or other movie product, equipment, or video games,\neither (i) in electronic, digital, or internet commerce, 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 will be conclusive as to whether a\nbusiness entity constitutes a Blockbuster Competitor. You agree that this\nnon-compete covenant is ancillary to an otherwise enforceable agreement,\nincluding but not limited to the confidentiality covenant and the payment\nprovisions in Paragraph 3.\n\n                  (b)   Confidential Information. You agree that, during the\n                        ------------------------\nTerm and at any time thereafter, (i) you will not (a) use for any purpose other\nthan the duly authorized business of Blockbuster conducted in the course of your\nemployment at Blockbuster or, (b) disclose to any third party, any business\ninformation, technological information, intellectual property, trade secrets and\nother information belonging to Blockbuster or any of its affiliated companies or\nrelating to Blockbuster's business, technology, or customers (\"Confidential\nInformation\"), including, without limitation, any written (including in any\nelectronic form) or oral communication incorporating Confidential Information in\nany way; 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 will 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\n                        ------------------------\nTerm and for one (1) year thereafter, you will not, directly or indirectly,\nengage, employ or solicit the employment or consulting\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 3\n\nservices of any person who is then or has been within six (6) months prior to\nthe time of such action, an employee of Blockbuster or any of its affiliated\ncompanies.\n\n          (d)  Blockbuster Ownership. Any inventions, discoveries, ideas,\n               ---------------------\nprocesses, programs, systems, improvements or contributions (whether or not\npatentable), including but not limited to any useful process, method, formula\nor, technique that is conceived, developed or discovered by you during your\nemployment by Blockbuster shall be the sole property of Blockbuster. Any works\nof authorship or other materials created by you, in any form (including in any\nelectronic form), created by you in the course of employment with Blockbuster\nand\/or any of its affiliated companies and any works in progress resulting from\nsuch employment will be works-made-for hire pursuant to 17 U.S.C., Section 201\n(the Copyright Act) and Blockbuster will be deemed the sole owner throughout the\nuniverse of any and all rights of every nature in and to such works (including,\nwithout limitation, any copyrights, patents, trade secrets and trademarks),\nwhether such rights are now known or hereafter defined or discovered, with the\nright to use the works in perpetuity in any manner Blockbuster determines in its\nsole discretion without any further payment to you. If, for any reason, any of\nsuch results and proceeds are not legally deemed a work-made-for-hire and\/or\nthere are any rights in such results and proceeds which do not accrue to\nBlockbuster under the preceding sentence, then you hereby irrevocably assign and\nagree to assign any and all of your rights, title and interest thereto,\nincluding, without limitation, any and all copyrights, patents, trade secrets,\ntrademarks, and\/or other rights of every nature in the work, whether known or\nhereafter defined or discovered, and Blockbuster will have the right to use the\nwork in perpetuity throughout the universe in any manner Blockbuster determines\nin its sole discretion without any further payment to you. You will, as may be\nrequested by Blockbuster from time to time, do any and all things which\nBlockbuster may deem useful or desirable to establish or document Blockbuster's\nrights in any such results and proceeds, including, without limitation, the\nexecution of appropriate copyright, trademark and\/or patent applications,\nassignments or similar documents and, if you are unavailable or unwilling to\nexecute such documents, you hereby irrevocably designate the CEO or his designee\nas your attorney-in-fact with the power to execute such documents on your\nbehalf. To the extent you have any rights in the results and proceeds of your\nservices under this Agreement that cannot be assigned as described above, you\nunconditionally 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          (e)  Litigation. You agree that, during the Term and the pendancy of\n               ----------\nany litigation or other proceeding, and at any time thereafter, (i) you will not\ncommunicate with anyone (other than your own attorneys or tax advisors), except\nto the extent necessary in the performance of your duties under this Agreement,\nwith respect to the facts or subject matter of any pending or potential\nlitigation, or regulatory or administrative proceeding involving Blockbuster or\nany of Blockbuster's affiliated companies, other than any litigation or other\nproceeding in which you are a party-in-opposition, without giving prior notice\nto Blockbuster or Blockbuster's counsel; and (ii) in the event that any other\nparty attempts to obtain information or documents from you with respect to\nmatters possibly related to such litigation or other proceeding, you will\npromptly notify Blockbuster's counsel before providing such information or\ndocuments.\n\n          (f)  No Right to Give Interviews, Write Books, or Articles. During the\n               -----------------------------------------------------\nTerm and at any time thereafter, except as authorized by Blockbuster, you will\nnot (i) give any interviews or speeches, or (ii) prepare or assist any person or\nentity in the preparation of any books, articles, television or motion picture\nproductions or other creations, in either case, concerning Blockbuster or any of\nits affiliated companies or any of their respective officers, directors, agents,\nemployees, suppliers 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,\nwill remain the exclusive property of Blockbuster. In the event of the\ntermination of your\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 4\n\nemployment for any reason, Blockbuster reserves the right, to the extent\npermitted by law and in addition to any other remedy Blockbuster may have, to\ndeduct from any monies otherwise payable to you the following: (i) all amounts\nyou may owe to Blockbuster or any of its affiliated companies at the time of or\nsubsequent to the termination of your employment with Blockbuster, and (ii) the\nvalue of the Blockbuster property which you retain in your possession after the\ntermination of your employment with Blockbuster. In the event that the law of\nany state or other jurisdiction requires the consent of any employee for such\ndeductions, this Agreement will serve as such consent.\n\n          (h)  Non-Disparagement. You agree that, during the Term and at any\n               -----------------\ntime thereafter, you will 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 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 shall be entitled to obtain injunctive and other equitable relief\nfor any 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 Paragraph\n               -------------------------------\n6(a) through (i) will remain in full force and effect for the entire period\nprovided therein notwithstanding the termination of your employment for any\nreason or the expiration of the Term. You and Blockbuster agree that the\nrestrictions and remedies contained in paragraphs 6(a) through (i) are\nreasonable and that it is your intention and the intention of Blockbuster that\nsuch restrictions and remedies will be enforceable to the fullest extent\npermissible by law. If a court of competent jurisdiction will find that any such\nrestriction or remedy is unenforceable but would be enforceable if some part\nwere deleted or the period or area of application reduced, then such restriction\nor remedy will apply with the modification necessary to make it enforceable.\n\n     7.   Disability. If you become \"disabled\" within the meaning of such term\n          ----------\nunder Blockbuster's Short-Term Disability (\"STD\") program and its Long-Term\nDisability (\"LTD\") program during the Term (such condition is referred to as a\n\"Disability\"), you will receive compensation under the STD program for the first\ntwenty-six (26) weeks of consecutive absence in accordance with its terms.\nThereafter, you will be eligible to receive benefits under the LTD program in\naccordance with its terms. If you have not returned to work by December 31st of\na calendar year during the Term, you will receive bonus compensation for the\ncalendar year(s) during the Term in which you receive compensation under the STD\nprogram, 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 will be determined in accordance with\n               the STIP (i.e., based upon Blockbuster's achievement of specified\n                         ---\n               goals and Blockbuster's good faith estimate of your achievement\n               of your personal goals, if applicable) and prorated for such\n               period; and\n\n          (ii) for any subsequent portion of the calendar year and any portion\n               of the following calendar year in which you receive compensation\n               under the STD program, bonus compensation will be in an amount\n               based on Blockbuster's achievement of specified goals and\n               prorated for such period(s).\n\nBonus compensation under this Paragraph 7 will 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\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 5\n\nyear(s) during the Term while you receive benefits under the LTD program. For\nthe periods that you receive compensation and benefits under the STD and LTD\nprograms, such compensation and benefits and the bonus compensation provided\nunder this Paragraph 7 are in lieu of Salary and Bonus under paragraphs 3(a) and\n(b). Notwithstanding anything to the contrary in this Agreement, the Term will\nnot automatically extend in the event you are receiving benefits under the STD\nor LTD programs.\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 will\nhave no further obligations under this Agreement, including, without limitation,\nany obligation to pay Salary or Bonus or provide benefits. Cause will mean: (i)\ndishonesty; (ii) embezzlement, fraud, or other conduct which would constitute a\nfelony; (iii) unauthorized disclosure of Confidential Information; (iv) your\nfailure to obey a material lawful directive that is appropriate to your position\nfrom an executive(s) in your reporting line; (v) your material breach of this\nAgreement; or (vi) your failure (except in the event of your disability) or\nrefusal to substantially perform your material obligations under this Agreement.\n\n          (b)   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          (c)   Termination Payments\/Benefits. If your employment terminates\n                -----------------------------\nunder Paragraph 8(b), you will thereafter receive, less applicable withholding\ntaxes, and conditioned on your execution of a General Release and Waiver of\nClaims substantially in the form attached hereto as an Addendum:\n\n          (i)   your Salary, as in effect on the date on which your employment\n                terminates, for thirty-six (36) months after the date of such\n                termination, paid in accordance with Blockbuster's then\n                effective payroll 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 will be\n                    determined in accordance with the STIP (i.e., based on\n                                                            ---\n                    Blockbuster's achievement of specified goals and\n                    Blockbuster's good faith estimate of your achievement of\n                    your personal goals, if applicable) and prorated for such\n                    period; and\n\n                (y) for the remaining portion of such calendar year during the\n                    Term, bonus compensation will be in an amount based on\n                    Blockbuster's achievement of specified goals, and prorated\n                    for such period;\n\n          (iii) bonus compensation for each subsequent calendar year or portion\n                thereof during the Term, in an amount based on Blockbuster's\n                achievement of specified goals, prorated for any partial\n                calendar year, and payable by the end of the first quarter of\n                the following year;\n\n          (iv)  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                such other amount as may be required by law) will be included in\n                your income for tax purposes to the extent required by law\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 6\n\n                  and Blockbuster may withhold taxes from your compensation for\n                  this purpose; and provided, further, that you may elect to\n                                    --------  -------\n                  continue your medical and dental insurance under COBRA at your\n                  own expense for the balance, if any, of the period required by\n                  law;\n\n            (v)   your car allowance until the end of the Term, paid in\n                  accordance with Blockbuster's then effective payroll\n                  practices;\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\n                  to Blockbuster employees at no cost (the amount of such\n                  coverage will be reduced by the amount of life insurance\n                  coverage furnished to you at no cost by a third party\n                  employer); and\n\n            (vii) stock options granted to you under Blockbuster's Long-Term\n                  Management Incentive Plan (\"LTMIP\") which are exercisable on\n                  or prior to the date of termination of your employment under\n                  Paragraph 8(b) hereof and that would have vested and become\n                  exercisable on or before the last date of the Term will be\n                  exercisable until six (6) months after the date of such\n                  termination or, if earlier, the expiration date of the stock\n                  options.\n\nYou will be required to mitigate the amount of any payment provided for in (i),\n(ii), (iii) and (v) of this Paragraph 8(c) by seeking other employment, and the\namount of such payments will 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 will not be required, and no\n                  --------\nreduction for other compensation will be made, for twelve (12) months after the\ntermination of your employment. You agree to notify Blockbuster with respect to\nany such compensation earned by you during the period when such mitigation is\nrequired and to promptly respond to any inquiries from Blockbuster with respect\nto such compensation or your efforts to fulfill your mitigation obligations\nunder this provision.\n\n            (d)   Termination of Benefits. Notwithstanding anything in this\n                  -----------------------\nAgreement to the contrary (except as otherwise provided in Paragraph 8(c) 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 and\naccidental death and dismemberment and business travel and accident insurance)\nwill terminate upon the termination of your employment except to the extent\notherwise expressly provided in such plans or programs and subject to any vested\nrights you may have under the terms of such plans or programs. The foregoing\nwill not apply to the LTMIP and, after the termination of your employment, your\nrights under the LTMIP will be governed by the terms of the LTMIP option\nagreements and the applicable LTMIP plans together with Paragraph 8(c)(vii).\n\n            (e)   Resignation from Official Positions. If your employment with\n                  -----------------------------------\nBlockbuster terminates for any reason, you will 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(e) 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\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 7\n\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 will receive (i) your Salary up to\nthe date on which the death occurs; (ii) any Bonus earned in the prior year but\nnot yet paid; and (iii) bonus compensation for the calendar year in which the\ndeath occurs, determined in accordance with the STIP (i.e., based upon\n                                                      ---\nBlockbuster's achievement of specified goals and Blockbuster's good faith\nestimate of your achievement of your personal goals, if applicable) and\npro-rated for the portion of the year through the date of death, payable, less\napplicable deductions and withholding taxes, by the end of first quarter of the\nfollowing year. In the event of your death after the termination of your\nemployment while you are entitled to receive compensation under Paragraph\n8(c)(i) your beneficiary or estate will receive (x) any Salary payable under\nParagraph 8(c)(i) up to the date on which the death occurs; (y) any bonus\ncompensation earned under Paragraph 8(c)(ii) with respect to the prior year but\nnot yet paid; and (z) any bonus compensation for the calendar year in which the\ndeath occurs, determined in accordance with Paragraph 8(c)(ii) and pro-rated for\nthe portion of the year through the date of death, payable, less applicable\ndeductions and withholding taxes, by the end of the first quarter of the\nfollowing year. Notwithstanding anything to the contrary in this Agreement, the\nTerm will terminate as of the date of your death.\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\n            --------------------------\nequal opportunity employer. You agree that you will comply with Blockbuster\npolicies regarding employment practices and with applicable federal, state and\nlocal laws prohibiting discrimination on the basis of race, color, sex,\nreligion, national origin, citizenship, age, marital status, sexual orientation,\ndisability or veteran status.\n\n      12.   Employee Statement of Business Conduct. You acknowledge you have\n            --------------------------------------\nread and agree that you will comply with the Blockbuster Employee Statement of\nBusiness Conduct as it may be amended from time to time.\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 will be deemed to have been given three\n(3) 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      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 WILL\nBE GOVERNED BY THE LAWS OF THE STATE OF TEXAS APPLICABLE TO CONTRACTS ENTERED\nINTO AND PERFORMED ENTIRELY THEREIN. ANY ACTION TO ENFORCE THIS AGREEMENT WILL\nBE BROUGHT SOLELY IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY OF DALLAS.\n\n      16.   No Implied Contract. The parties intend to be bound only upon\n            -------------------\nexecution of a written agreement and no negotiation, exchange of draft or\npartial performance will be deemed to imply an agreement. Neither the\ncontinuation of employment nor any other conduct will be deemed to imply a\ncontinuing agreement upon the expiration of the Term.\n\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 8\n\n\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, will 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\nwill apply with the modification necessary to make it enforceable, and will in\nno way affect any other provision of this Agreement or the validity or\nenforceability of this Agreement.\n\n      19.   Effect of Viacom Agreement. If the terms of your employment are\n            --------------------------\ncurrently governed by an agreement entered into between you and Blockbuster\nEntertainment Group, a business unit of Viacom Inc. (\"Viacom\") (\"Viacom\nAgreement\"), the Viacom Agreement, along with the applicable Viacom stock option\nagreement(s), will continue to govern your rights with respect to stock options\ngranted to you under Viacom's 1994 and 1997 Long Term Management Incentive Plans\nand any successor or other plans until such time as Viacom distributes all or\nsubstantially all of its shares of Blockbuster common stock to stockholders of\nViacom (a \"Split-Off\"). In addition to any rights set forth in the applicable\nViacom stock option agreement(s), Viacom has indicated to Blockbuster that, in\nthe event of a Split-Off, any options to purchase Viacom common stock (\"Viacom\nStock Options\") that are held by you (i) that are exercisable at the date you\ncease to be a Viacom employee as a result of the Split-Off (the \"Termination\nDate\") and (ii) to the extent the terms of your employment are subject to a\nViacom Agreement, that would have become exercisable during the employment term\nof the Viacom Agreement will remain outstanding and will be exercisable by you\nfor a period of six (6) months after the Termination Date or, if earlier, the\nexpiration date of the stock options. By executing this Agreement, you hereby\nacknowledge and agree that, in the event of the foregoing, your only remaining\nright with respect to the Viacom Agreement will be your right to exercise your\nViacom Stock Options and Viacom will be released from any and all other\nobligations and liabilities under the Viacom Agreement.\n\n      20.   Supersedes Prior Agreement. Subject to Paragraph 19, this Agreement\n            --------------------------\nsupersedes and cancels all prior agreements relating to your employment by\nBlockbuster or any of its affiliated companies with respect to the period\ncovered by the Term.\n\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 9\n\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 will constitute a\nbinding agreement between us.\n\n                                       Very truly yours,\n\n                                       BLOCKBUSTER INC.\n\n\n\n\n                                       By:    \/s\/ Larry J. Zine\n                                              ----------------------------\n                                              Larry J. Zine\n                                              Executive Vice President and\n                                              Chief Financial Officer\n\n\n\nACCEPTED AND AGREED:\n\n\n\n\/s\/ Edward B. Stead\n-----------------------------\nEdward B. Stead\n\nDate:     10\/19\/00\n     ------------------------\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 10\n\n\n                      General Release and Waiver of Claims\n                      ------------------------------------\n\n      a.    Release of Claims. As consideration by you, you agree on behalf of\n            -----------------\nyourself, successors and assigns, to release and forever discharge Blockbuster\nand its subsidiaries, parent and affiliated companies, employees, officers and\ndirectors, and their respective assigns, from any and all manner of claims,\ndebts, demands, damages, liabilities and causes of action, whether known or\nunknown, from the beginning of time, which you, or your successors and assigns,\nmay have had or may presently have, relating to or arising out of the employment\nrelationship or the termination of said relationship including, but not limited\nto, causes of action for libel, slander, breach of contract, impairment of\neconomic opportunity, intentional infliction of emotional distress or any other\ntort, or claims under federal, state, or local constitutions, statutes,\nregulations, ordinances or common law, including, but not limited to, the\nEmployee Retirement Income Security Act of 1974; the Civil Rights Acts of 1866,\n1871, 1964 and 1991; the Age Discrimination in Employment Act, as amended by the\nOlder Workers Benefit Protection Act of 1990; the Rehabilitation Act of 1973;\nthe Equal Pay Act of 1963; the Americans with Disabilities Act of 1990; and, the\nFamily and Medical Leave Act of 1993.\n\n      b.    Post-Release Claims. You do not waive any rights or claims that may\n            -------------------\n            arise after the date this Release is executed.\n\n      c.    No Admission. Nothing contained in this Release constitutes an\n            ------------\nadmission of liability by Blockbuster concerning any aspect of your employment\nwith or separation from Blockbuster.\n\n      d.    Confidentiality. You acknowledge that, during the course of the\n            ---------------\nemployment relationship, you were privy to confidential and proprietary business\ninformation belonging to Blockbuster, the unauthorized disclosure of which could\ncause serious and irreparable injury to Blockbuster and its affiliates. The\ninformation includes, but is not limited to, information concerning existing and\nprospective expansion plans; existing and potential financing sources and\narrangements; existing and prospective marketing plans and activities;\nproprietary computer software programs and applications; business plans and\nstrategies and other non-public information. You agree to hold and safeguard the\nconfidential information in trust for Blockbuster, its successors and assigns,\nand agree that you will not, at any time, misappropriate, use for your own\nadvantage, disclose or otherwise make available to anyone who is not an officer\nof Blockbuster, for any reason, any of the confidential information, regardless\nof whether the confidential information was developed or prepared by you or\nothers. You agree not to remove any writings containing confidential information\nfrom Blockbuster's premises or possession without Blockbuster's express consent.\nYou agree to promptly return to Blockbuster all confidential information in your\npossession or under your control (whether in original, copy, or disk form).\nBefore disclosing any confidential information under compulsion of legal\nprocess, you agree to promptly give notice to Blockbuster of the fact that you\nhave been served with legal process pursuant to which the disclosure of\nconfidential information may be requested. Such notice will be given within\nsufficient time to permit Blockbuster to intervene in the matter or to take such\nother actions as may be necessary or appropriate to protect its interest in its\nconfidential business information. The scope of this Release is not limited to\ninformation that is patented, patentable, copyrighted or technically\nclassifiable as a trade secret. These restrictions will not apply to\nconfidential information which is or becomes generally available to the public\nother than as a result of a disclosure by you or any other person who directly\nor indirectly receives such information from you, or is or becomes available to\nyou on a non-confidential basis from a source which is entitled to disclose it\nto you.\n\n      e.    Cooperation. Subject to reimbursement by Blockbuster of reasonable\n            -----------\nout-of-pocket costs and expenses, you agree to cooperate fully with Blockbuster\nand its counsel with respect to any matter (including litigation, investigation\nor governmental proceeding) which relates to matters with which you were\ninvolved during the term of your employment with Blockbuster. Such cooperation\nwill include appearing from time to time at the offices of Blockbuster or\nBlockbuster's counsel for conferences and interviews and in general providing\nthe officers of Blockbuster and its counsel with the full benefit of your\nknowledge with respect to any such matter. You agree to render such cooperation\nin a timely fashion and at such times as may be mutually agreeable to the\nparties concerned.\n\n\n\n\nEdward B. Stead\nOctober 13, 2000\nPage 11\n\n\n      f.    Litigation. You agree that, during the pendency of any litigation or\n            ----------\nother proceeding, and anytime thereafter, (x) you will not communicate with\nanyone (other than your attorneys and tax advisors) with respect to the facts or\nsubject matter of any pending or potential litigation, or regulatory or\nadministrative proceeding involving Blockbuster or any of its officers,\ndirectors, agents, employees, suppliers or customers, other than any litigation\nor other proceeding in which you are a party-in-opposition, without giving prior\nnotice to Blockbuster's General Counsel, and (y) in the event that any other\nparty attempts to obtain information or documents from you with respect to\nmatters possibly related to such litigation or other proceeding, you will\npromptly so notify Blockbuster's General Counsel.\n\n      g.    Confidentiality of Release. This Release and the terms hereof are\n            --------------------------\nconfidential. You agree not to disclose this Release or its provisions to any\nperson except to your attorney or tax advisor.\n\n      h.    Rights upon Breach. For breach of any provision of this Release, the\n            ------------------\nparties will have such remedies and rights as are customarily available at law\nor in equity, except that, in any action or proceeding brought to enforce this\nRelease or to recover damages for its breach, the prevailing party will be\nentitled to recover, should it substantially prevail in the matter, reasonable\nattorneys' fees and litigation expenses. In the event you, or any party acting\non your behalf, breach this Release, Blockbuster's obligations imposed herein\nwill be extinguished and Blockbuster will not be obligated to continue\nperformance under this Release. In such a case, you will be required to re-pay\nBlockbuster all consideration received pursuant to this Release and this Release\nwill act as a complete and total bar to any recovery.\n\n      i.    Injunctive Relief. The legal remedies for the breach of this Release\n            -----------------\nwould not be adequate and, in addition to any other remedies available at law,\nthese provisions may be specifically enforced by temporary or permanent\ninjunctive or other equitable relief.\n\n      j.    Texas Law and Jurisdiction. THIS AGREEMENT WILL BE GOVERNED BY AND\n            --------------------------\nCONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, IRRESPECTIVE OF THE\nCONFLICT OF LAWS RULES. FURTHERMORE, BECAUSE YOU AND BLOCKBUSTER AGREE THAT THE\nTEXAS COURTS ARE THE EXCLUSIVE FORUM FOR RESOLVING ANY DISPUTES ARISING OUT OF\nTHIS AGREEMENT OR YOUR EMPLOYMENT, THE PARTIES SUBMIT THEMSELVES TO THE PERSONAL\nJURISDICTION OF THE TEXAS COURTS.\n\n      k.    Advice of Counsel. You are herein advised to discuss this Release\n            -----------------\nwith an attorney of your choice before signing it.\n\n      l.    No Parol Evidence. This Release represents the full understanding\n            -----------------\nbetween you and Blockbuster, and no parol evidence will be relevant to\nsupplement or explain this Release.\n\n      m.    Void Provisions. Should any provision of this Release be found\n            ---------------\nunenforceable, the remainder of the Release, in its modified form, will\nnonetheless be fully enforceable.\n\n      n.    Headings. The headings of the sections are included solely for\n            --------\nconvenience. If the headings and the text of the Release conflict, the text\nshall control. All references to sections are to the Release unless otherwise\nindicated.\n\n      o.    Review and Revocation. You acknowledge that you have been given at\n            ---------------------\nleast twenty-one (21) days to review and consider this Release, and may revoke\nacceptance within seven (7) days of the execution of this Release. This Release\nwill become effective and enforceable immediately upon the expiration of the\nrevocation period.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6911],"corporate_contracts_industries":[9469],"corporate_contracts_types":[9539,9544],"class_list":["post-39005","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-blockbuster-inc","corporate_contracts_industries-media__rental","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\/39005","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=39005"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39005"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39005"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39005"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}