{"id":39009,"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-john-f-antioco2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-blockbuster-inc-and-john-f-antioco2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-blockbuster-inc-and-john-f-antioco2.html","title":{"rendered":"Employment Agreement &#8211; Blockbuster Inc. and John F. Antioco"},"content":{"rendered":"<pre>\n                                               July 15, 1999\n\n\nJohn F. Antioco\n10592 North 106th Place\nScottsdale, Arizona  85258\n\n\nDear Mr. Antioco:\n\n\n     Blockbuster Inc. ('Blockbuster'), having an address at 1201 Elm Street,\nDallas, Texas 75270, agrees to employ you and you agree to accept such\nemployment upon the following terms and conditions:\n\n     l.   TERM. Your employment hereunder shall commence on July 15, 1999 and,\nunless terminated by Blockbuster or you pursuant to paragraph 8 hereof, shall\ncontinue through and until June 15, 2002. The period from July 15, 1999 through\nJune 15, 2002 shall hereinafter be referred to as the 'Employment Term'\nnotwithstanding any earlier termination of your employment pursuant to paragraph\n8.\n\n     2.   DUTIES. During the Employment Term, you agree to devote your entire\nbusiness time, attention and energies to the business of Blockbuster. You will\nbe Chairman, Chief Executive Officer of Blockbuster and you agree to perform\nsuch duties, and such other duties reasonable and consistent with such office as\nmay be assigned to you from time to time by the Chief Executive Officer (the\n'CEO') of Viacom Inc. ('Viacom') or a Deputy Chairman of Viacom until\nBlockbuster completes its initial public offering (the 'IPO') of its Class A\nCommon Stock (the 'Blockbuster A Stock') and thereafter as may be assigned from\ntime to time by the Blockbuster Board of Directors. However, nothing in this\nAgreement shall preclude you from serving on the Boards of Directors of Main\nStreet &amp; Main Inc. and any charitable, educational, religious, public interest\nor public service organization, in each instance not inconsistent with\nBlockbuster, or from devoting reasonable periods of time to the aforementioned\norganizations, provided that such activities do not interfere with the\nperformance of your duties and responsibilities hereunder. You will have such\nauthority as is necessary for the performance of your duties as Chairman, Chief\nExecutive Officer of Blockbuster, within the authorization limits established by\nthe Viacom Board of Directors for management and consistent with on-going\npolicies developed by Viacom's senior management before the IPO and thereafter\nwithin the authorization limits established by the Blockbuster Board of\nDirectors. Your principal place of business shall be at Blockbuster's\nheadquarters in the Dallas, Texas metropolitan area.\n\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  2\n\n\n     3.   COMPENSATION.\n\n          (a) SALARY: For all the services rendered by you in any capacity\nhereunder, Blockbuster agrees to pay you the sum of One Million Three Hundred\nThousand Dollars ($1,300,000) per annum ('Salary') for the balance of the 1999\ncalendar year, payable in accordance with Blockbuster's then effective payroll\npractices. Your Salary for the period from January 1, 2000 through June 15, 2002\nshall be One Million Dollars ($1,000,000) per annum.\n\n          (b) BONUS COMPENSATION: In addition to your Salary, you shall be\nentitled to receive bonus compensation for each of the calendar years during the\nEmployment Term, determined and payable as follows ('Bonus'):\n\n          (i)    Your Bonus for each calendar year during your employment with\n                 Blockbuster under this Agreement will be determined in\n                 accordance with Blockbuster's Senior Executive Short-Term\n                 Incentive Plan (the 'Senior Executive STIP') or Viacom's\n                 Short-Term Incentive Plan (the 'STIP'), as applicable, as the\n                 same may be amended from time to time.\n\n          (ii)   Your Bonus for any full calendar year during the Employment\n                 Term before the IPO occurs shall be determined in accordance\n                 with the STIP. Your Bonus for the calendar year in which the\n                 IPO occurs and for each subsequent calendar year or portion\n                 thereof during the Employment Term shall be determined in\n                 accordance with the Senior Executive STIP.\n\n          (iii)  Your Target Bonus for each of the calendar years during the\n                 Employment Term shall be 125% of Salary and the annual rate of\n                 Deferred Compensation (as defined in paragraph 3(c)) for such\n                 year. Your Bonus for calendar year 2002 may be pro-rated.\n\n          (iv)   Your Bonus for each calendar year shall be payable by February\n                 28 of the following year.\n\n          (c) DEFERRED COMPENSATION: In addition to your Salary and Bonus, you\nshall earn, in respect of each calendar year during the Employment Term,\ncommencing with the calendar year 2000, an additional amount ('Deferred\nCompensation'), the payment of which (together with the return thereon as\nprovided in this paragraph 3(c)) shall be deferred until January of the first\ncalendar year in which you cease to be an executive officer of Blockbuster for\npurposes of the Securities Exchange Act of 1934, as amended. The amount of\nDeferred Compensation shall be Three Hundred Fifty Five Thousand Dollars\n($355,000) for calendar year 2000, Four Hundred Fifty Five Thousand Dollars\n($455,000) for calendar year 2001 and Two Hundred Thirty Thousand Dollars\n($230,000) for the portion of calendar year 2002 during the Employment Term.\nDeferred Compensation shall be credited to a bookkeeping account \n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  3\n\n\nmaintained by Blockbuster for your account, the balance of which account shall\nperiodically be credited (or debited) with the deemed positive (or negative)\nreturn calculated in the same manner and at the same times, as the deemed return\non your account is determined under Blockbuster's Excess 401(k) Plan, as such\nplan may be amended from time to time. Blockbuster's obligation to pay the\nDeferred Compensation, including the return thereon provided for in this\nparagraph 3(c)) shall be an unfunded obligation to be satisfied from the general\nfunds of Blockbuster.\n\n          (d) BLOCKBUSTER STOCK OPTIONS:\n\n          (i)    IPO COMPLETION GRANT AND INITIAL ANNUAL GRANT. Upon the\n                 successful completion of the IPO, you shall receive stock\n                 options to purchase one million (1,000,000) shares of the\n                 Blockbuster A Stock (the 'IPO Grant') issued at fair market\n                 value at the time of grant, vesting in five (5) equal equal\n                 installments on the first, second, third, fourth and fifth\n                 anniversaries of the date of grant. The IPO Grant represents\n                 your IPO completion grant and your initial annual grant.\n\n          (ii)   SUBSEQUENT ANNUAL GRANTS. In addition to the IPO Grant, you\n                 shall receive, upon each of the first and second anniversaries\n                 of the IPO, a grant of stock options with respect to the\n                 Blockbuster A Stock (a 'Subsequent Annual Grant'), issued at\n                 fair market value at the time of grant, with an aggregate\n                 exercise price equal to Six Million Dollars ($6,000,000) for\n                 each Subsequent Annual Grant. To illustrate, if the fair market\n                 value of the Blockbuster A Stock was $30 per share on the date\n                 of grant, you would receive a Subsequent Annual Grant of stock\n                 options to purchase 200,000 shares of Blockbuster A Stock. The\n                 Subsequent Annual Grants shall vest in four equal installments\n                 on the first, second, third and fourth anniversaries of the\n                 date of grant.\n\n     4.   BENEFITS. You shall be entitled to participate in such medical, dental\nand life insurance, 401(k), pension and other plans as Blockbuster may have or\nestablish from time to time and in which you would be entitled to participate\npursuant to the terms thereof. The foregoing, however, shall not be construed to\nrequire Blockbuster to establish any such plans or to prevent the modification\nor termination of such plans once established, and no such action or failure\nthereof shall affect this Agreement. It is further understood and agreed that\nall benefits you may be entitled to as an employee of Blockbuster shall be based\nupon your Salary and Deferred Compensation, as set forth in paragraphs 3(a) and\n(c) hereof, and not upon any bonus compensation due, payable or paid to you\nhereunder, except where the benefit plan expressly provides otherwise. You shall\nbe entitled to four (4) weeks vacation.\n\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  4\n\n\n     5.   BUSINESS EXPENSES. During the Employment Term, you shall be reimbursed\nfor such reasonable travel and other expenses incurred in the performance of\nyour duties hereunder as are customarily reimbursed to senior executives of\nBlockbuster. You shall be entitled to a car allowance in the amount of One\nThousand One Hundred Dollars ($1,100) per month.\n\n     6.   EXCLUSIVE EMPLOYMENT, CONFIDENTIAL INFORMATION, ETC.\n\n          (a) NON-COMPETITION. You agree that your employment hereunder is on an\nexclusive basis, and that during the shorter of (x) the Employment Term and (y)\none (1) year after the termination of your employment pursuant to paragraph 8(b)\nor 8(c) hereof or eighteen (18) months after the termination of your employment\npursuant to paragraph 8(a) hereof (the 'Non-Compete Period'), you will not\nengage in any other business activity which is in conflict with your duties and\nobligations hereunder. You agree that during the Non-Compete Period you shall\nnot directly or indirectly engage in or participate as an officer, employee,\ndirector, agent of or consultant for any business directly competitive with any\nbusiness that Viacom or Blockbuster is in or may enter into during the\nEmployment Term, nor shall you make any investments in any company or business\ncompeting with Viacom or Blockbuster; PROVIDED, HOWEVER, that nothing herein\nshall prevent you from investing as less than a one (1%) percent shareholder in\nthe securities of any company listed on a national securities exchange or quoted\non an automated quotation system.\n\n          (b) CONFIDENTIAL INFORMATION. You agree that you shall not, during the\nEmployment Term or at any time thereafter, use for your own purposes, or\ndisclose to or for the benefit of any third party, any trade secret or other\nconfidential information of Blockbuster, Viacom or any of Viacom's affiliates\n(except as may be required by law or in the performance of your duties hereunder\nconsistent with Blockbuster's policies) and that you will comply with any\nconfidentiality obligations of Blockbuster or Viacom to a third party, whether\nunder agreement or otherwise. Notwithstanding the foregoing, confidential\ninformation shall be deemed not to include information which (i) is or becomes\ngenerally available to the public other than as a result of a disclosure by you\nor any other person who directly or indirectly receives such information from\nyou or at your direction or (ii) is or becomes available to you on a\nnon-confidential basis from a source which is entitled to disclose it to you.\n\n          (c) NO EMPLOYEE SOLICITATION. You agree that, during the Employment\nTerm and for one (1) year thereafter, you shall not, directly or indirectly,\nengage, employ, or solicit the employment of any person who is then or has been\nwithin six (6) months prior thereto, an employee of Blockbuster, Viacom or any\nof Viacom's affiliates.\n\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  5\n\n\n          (d) BLOCKBUSTER OWNERSHIP. The results and proceeds of your services\nhereunder, including, without limitation, any works of authorship resulting from\nyour services during your employment with Blockbuster, Viacom and\/or any of\nViacom's affiliates and any works in progress, shall be works-made-for-hire and\nBlockbuster shall be deemed the sole owner throughout the universe of any and\nall rights of whatsoever nature therein, whether or not now or hereafter known,\nexisting, contemplated, recognized or developed, with the right to use the same\nin perpetuity in any manner Blockbuster determines in its sole discretion\nwithout any further payment to you whatsoever. If, for any reason, any of such\nresults and proceeds shall not legally be a work-for-hire and\/or there are any\nrights which do not accrue to Blockbuster under the preceding sentence, then you\nhereby irrevocably assign and agree to assign any and all of your right, title\nand interest thereto, including, without limitation, any and all copyrights,\npatents, trade secrets, trademarks and\/or other rights of whatsoever nature\ntherein, whether or not now or hereafter known, existing, contemplated,\nrecognized or developed to Blockbuster, and Blockbuster shall have the right to\nuse the same in perpetuity throughout the universe in any manner Blockbuster\ndetermines without any further payment to you whatsoever. You shall, from time\nto time, as may be requested by Blockbuster, do any and all things which\nBlockbuster may deem useful or desirable to establish or document Blockbuster's\nexclusive ownership of any and all rights in any such results and proceeds,\nincluding, without limitation, the execution of appropriate copyright and\/or\npatent applications or assignments. To the extent you have any rights in the\nresults and proceeds of your services that cannot be assigned in the manner\ndescribed above, you unconditionally and irrevocably waive the enforcement of\nsuch rights. This paragraph 6(d) is subject to, and shall not be deemed to\nlimit, restrict, or constitute any waiver by Blockbuster of any rights of\nownership to which Blockbuster may be entitled by operation of law by virtue of\nBlockbuster or any of its affiliates being your employer.\n\n          (e) LITIGATION. You agree that, during the Employment Term, for one\n(1) year thereafter and, if longer, during the pendancy of any litigation or\nother proceeding, (i) you shall not communicate with anyone (other than your own\nattorneys and tax advisors and, except to the extent necessary in the\nperformance of your duties hereunder) with respect to the facts or subject\nmatter of any pending or potential litigation, or regulatory or administrative\nproceeding involving any of Blockbuster, Viacom or any of Viacom's affiliates,\nother than any litigation or other proceeding in which you are a\nparty-in-opposition, without giving prior notice to Blockbuster or Blockbuster's\ncounsel, and (ii) in the event that any other party attempts to obtain\ninformation or documents from you with respect to matters possibly related to\nsuch litigation or other proceeding, you shall promptly so notify Blockbuster's\ncounsel.\n\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  6\n\n          (f) NO RIGHT TO GIVE INTERVIEWS OR WRITE BOOKS, ARTICLES, ETC. During\nthe Employment Term, except as authorized by Blockbuster or Viacom or in the\nperformance of your duties, you shall not (i) give any interviews or speeches,\nor (ii) prepare or assist any person or entity in the preparation of any books,\narticles, television or motion picture productions or other creations, in either\ncase, concerning Blockbuster, Viacom or any of Viacom's affiliates or any of\ntheir officers, directors, agents, employees, suppliers or customers.\n\n          (g) RETURN OF PROPERTY. All documents, data, recordings, or other\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 affiliates shall remain\nthe exclusive property of Blockbuster. In the event of the termination of your\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) the full\namount of any debt you owe to Blockbuster, Viacom or any of Viacom's affiliates\nat the time of or subsequent to the termination of your employment with\nBlockbuster, and (ii) the value of the Blockbuster property which you retain in\nyour possession after the termination of your employment with Blockbuster. In\nthe event that the law of any state or other jurisdiction requires the consent\nof an employee for such deductions, this Agreement shall serve as such consent.\n\n          (h) NON-DISPARAGEMENT. You agree that you shall not, during the\nEmployment Term and for one (1) year thereafter, in any communications with any\ncustomer or client of Blockbuster, Viacom or any of Viacom's affiliates,\ncriticize, ridicule or make any statement which disparages or is derogatory of\nBlockbuster, Viacom or any of Viacom's affiliates or any of their officers,\ndirectors, agents or employees.\n\n          (i) INJUNCTIVE RELIEF. Blockbuster has entered into this Agreement in\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) hereof\nwill result in irreparable damage to Blockbuster and Viacom, and, accordingly,\nBlockbuster and Viacom may obtain injunctive and other equitable relief for any\nbreach or threatened breach of such paragraphs, in addition to any other\nremedies available to Blockbuster and Viacom.\n\n          (j) SURVIVAL; MODIFICATION OF TERMS. Your obligations under paragraphs\n6(a) through (i) hereof shall remain in full force and effect for the entire\nperiod provided therein notwithstanding the termination of your employment\nhereunder. You and Blockbuster agree that the restrictions and remedies\ncontained in paragraphs 6(a) through (i) are reasonable and that it is your\nintention and the intention of Blockbuster that such restrictions and remedies\nshall be\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  7\n\nenforceable to the fullest extent permissible by law. If it shall be found by a\ncourt of competent jurisdiction that any such restriction or remedy is\nunenforceable but would be enforceable if some part thereof were deleted or the\nperiod or area of application reduced, then such restriction or remedy shall\napply with such modification as shall be necessary to make it enforceable.\n\n     7.   INCAPACITY. In the event you become totally medically disabled and\ncannot substantially perform your duties at any time during the Employment Term,\nthe Blockbuster Board of Directors at any time after such disability has\ncontinued for 60 consecutive days, may determine that Blockbuster requires that\nsuch duties and responsibilities be performed by another executive. In the event\nyou become disabled, you will receive your Salary for the first 26 weeks of\nconsecutive absence. Thereafter, you will be eligible to receive benefits under\nBlockbuster's Long-Term Disability ('LTD') program in accordance with its terms.\nUpon receipt of benefits under the LTD program, you will also be entitled to\nreceive the following:\n\n          (i)    a pro-rated Target Bonus, subject to applicable withholding\n                 taxes, for the calendar year in which such benefits commence;\n\n          (ii)   pro-rated Deferred Compensation for the calendar year in which\n                 such benefits commence and Deferred Compensation attributable\n                 to prior calendar years, payable, together with the return\n                 thereon as provided in paragraph 3(c), prior to January 31 of\n                 the calendar year following the calendar year in which such\n                 benefits commence; and\n\n          (iii)  the vesting of all stock options granted to you with respect to\n                 the Blockbuster A Stock which have not become exercisable on or\n                 prior to the date on which benefits commence under the LTD\n                 program will be accelerated and such stock options, together\n                 with all stock options granted to you with respect to the\n                 Blockbuster A Stock which are exercisable on or prior to the\n                 date on which such benefits commence, will be exercisable until\n                 one (1) year after the date on which such benefits commence,\n                 or, if earlier, the expiration date of such stock options.\n\n     8.   TERMINATION.\n\n          (a) TERMINATION FOR CAUSE. Blockbuster may, at its option, terminate\nthis Agreement forthwith for 'cause', and Blockbuster shall thereafter have no\nfurther obligations under this Agreement, including, without limitation, any\nobligation to pay Salary, Deferred Compensation or Bonus or provide benefits\nunder this Agreement. For purposes of this Agreement, termination of this\nAgreement for 'cause' shall mean termination for embezzlement, fraud or other\nconduct which would constitute a felony, conviction of a felony, or willful\nunauthorized disclosure of confidential information, or if you at any time\nmaterially breach this Agreement (including, without limitation, your willful\nfailure, neglect of or intentional refusal to\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  8\n\nsubstantially perform your obligations hereunder as set forth in paragraphs 2\nand 11 hereof), except in the event of your disability as set forth in paragraph\n7. Anything herein to the contrary notwithstanding, Blockbuster will give you\nwritten notice prior to terminating this Agreement for your material breach\nsetting forth the exact nature of any alleged breach and the conduct required to\ncure such breach. You shall have ten (10) business days from the giving of such\nnotice within which to cure to the extent the breach is curable.\n\n          (b) GOOD REASON TERMINATION. You may terminate your employment\nhereunder for 'Good Reason' at any time during the Employment Term by written\nnotice to Blockbuster not more than thirty (30) days after the occurrence of the\nevent constituting 'Good Reason'. Such notice shall state an effective date no\nlater than ten (10) business days after the date it is given. Blockbuster shall\nhave ten (10) business days from the giving of such notice to cure the alleged\ncause for 'Good Reason'. 'Good Reason shall mean, without your prior written\nconsent, other than in connection with the termination of your employment for\n'cause' (as defined above) or in connection with your permanent disability, the\nassignment to you by Blockbuster or, before the IPO, Viacom of duties\nsubstantially inconsistent with your positions, duties, responsibilities, titles\nor offices, the withdrawal of a material part of your responsibilities as set\nforth in paragraph 2 to the degree that you cannot exercise the authority of\nyour office, the material breach by Blockbuster of its material obligations\nhereunder, or the relocation of Blockbuster's principal place of business\noutside of the Dallas, Texas metropolitan area.\n\n          (c) TERMINATION WITHOUT CAUSE. Blockbuster may terminate your\nemployment hereunder without 'cause' (as defined above) at any time during the\nEmployment Term by written notice to you.\n\n          (d) TERMINATION PAYMENTS, ETC. In the event that your employment\nterminates pursuant to paragraph 8(b) or 8(c) hereof, you shall be entitled to\nreceive, subject to applicable withholding taxes:\n\n          (i)    your Salary as provided in paragraph 3(a) until the end of the\n                 Employment Term, payable in accordance with Blockbuster's then\n                 effective payroll practices;\n\n          (ii)   bonus compensation for each calendar year during the Employment\n                 Term equal to your Target Bonus as set forth in paragraph 3(b);\n\n          (iii)  Deferred Compensation for each calendar year during the\n                 Employment Term as set forth in paragraph 3(c); Deferred\n                 Compensation attributable to the calendar year in which the\n                 termination pursuant to paragraph 8(b) or 8(c) hereof occurs\n                 and to prior calendar years shall be payable, together with the\n                 return thereon as provided in paragraph 3(c), prior to January\n                 31 of the calendar year following such termination; and\n                 Deferred \n\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  9\n\n\n                 Compensation attributable to subsequent calendar years shall be\n                 payable, together with the return thereon as provided in\n                 paragraph 3(c), prior to January 31 of the following calendar\n                 year;\n\n          (iv)   your car allowance as provided in paragraph 5 until the end of\n                 the Employment Term, payable in accordance with Blockbuster's\n                 then effective payroll practices;\n\n          (v)    medical and dental insurance coverage under COBRA until the end\n                 of the Employment Term or, if earlier, the date on which you\n                 become eligible for medical and dental coverage from a third\n                 party employer; during this period, Blockbuster will pay an\n                 amount equal to the applicable COBRA premiums (or such other\n                 amounts as may be required by applicable law) (which amount\n                 will be included in your income for tax purposes to the extent\n                 required by applicable law); at the end of such period, you may\n                 elect to continue your medical and dental insurance coverage at\n                 your own expense for the balance, if any, of the period\n                 required by law;\n\n          (vi)   life insurance coverage until the end of the Employment Term\n                 (the amount of Salary covered by such insurance to be reduced\n                 by the amount of any salary payable to you by a third party);\n\n          (vii)  the following with respect to grants to you of stock options\n                 with respect to the Blockbuster A Stock:\n\n                 (x)    stock options granted to you with respect to the\n                        Blockbuster A Stock which are exercisable on or prior to\n                        the date of the termination of your employment under\n                        paragraph 8(b) or 8(c) will be exercisable until six (6)\n                        months (or, if provided under the plan governing such\n                        stock options, until one (1) year) after the date of\n                        such termination or, if earlier, the expiration date of\n                        such stock options;\n\n                 (y)    the vesting of all stock options granted to you with\n                        respect to the Blockbuster A Stock which have not become\n                        exercisable on or prior to the date of the termination\n                        of your employment under paragraph 8(b) or 8(c) will be\n                        accelerated and such stock options will be exercisable\n                        until six (6) months (or, if provided under the plan\n                        governing such stock options, until one (1) year) after\n                        the date of such termination; and\n\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage 10\n\n\n                 (z)    stock options that would have been issued to you with\n                        respect to the Blockbuster A Stock pursuant to paragraph\n                        3(d)(ii) shall be granted at fair market value as of the\n                        date of the termination of your employment under\n                        paragraph 8(b) or 8(c) and such stock options will be\n                        exercisable until six (6) months (or, if provided under\n                        the terms of the plan governing such options, until one\n                        (1) year) after the date of such termination;\n\nPROVIDED, HOWEVER, you shall be required to mitigate the amount of any payment\nprovided for in (i), (ii), (iii) and (iv) of this paragraph 8(d) by seeking\nother employment or otherwise (I.E., by self-employment), and the amount of any\nsuch payment provided for in (i), (ii), (iii) and (iv) shall be reduced by any\ncash compensation earned by you from a third party (I.E., as salary, bonus, car\nallowance, etc.) except that mitigation shall not be required, and no reduction\nfor any other cash compensation shall be made, for eighteen (18) months after\nthe termination of your employment or for the period commencing with the\ntermination of your employment and ending on the last day of the Employment\nTerm, whichever is shorter. The payments provided for in (i) above are in lieu\nof any severance or income continuation or protection under any Viacom or\nBlockbuster plan that may now or hereafter exist. The payments and benefits to\nbe provided pursuant to this paragraph 8(d) shall constitute liquidated damages,\nand shall be deemed to satisfy and be in full and final settlement of all\nobligations of Blockbuster to you under this Agreement.\n\n          (e) TERMINATION OF BENEFITS. Notwithstanding anything in this\nAgreement to the contrary (except as otherwise provided in paragraph 8(d) with\nrespect to medical, dental and life insurance), coverage under all Blockbuster\nbenefit plans and programs (including, without limitation, vacation, 401(k),\nexcess 401(k), pension plan, excess pension plan, LTD, car insurance, accidental\ndeath and dismemberment and business travel and accident insurance) will\nterminate upon the termination of your employment except to the extent otherwise\nexpressly provided in such plans or programs.\n\n          (f) NON-RENEWAL. In the event that Blockbuster does not extend or\nrenew this Agreement at the end of the Employment Term on no less favorable\nterms, the vesting of all stock options granted to you with respect to the\nBlockbuster A Stock that are not exercisable as of the end of the Employment\nTerm shall be accelerated and such stock options, together with all stock\noptions (if any) granted to you with respect to the Blockbuster A Stock which\nare exercisable at the end of the Employment Term, will be exercisable until six\n(6) months (or, if provided under the plan governing such stock options, until\none (1) year) after the end of the Employment Term.\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  11\n\n\n          9. DEATH. If you die prior to the end of the Employment Term, your\nbeneficiary or estate shall be entitled to receive, subject to applicable\nwithholding taxes, the following:\n\n          (i)    your Salary up to the date on which the death occurs;\n\n          (ii)   a pro-rated Target Bonus for the calendar year in which the\n                 death occurs;\n\n          (iii)  Deferred Compensation attributable to prior calendar years\n                 payable, together with the return thereon as provided in\n                 paragraph 3(c), prior to January 31 of the following year; and\n\n          (iv)   the vesting of all stock options granted to you with respect to\n                 the Blockbuster A Stock which have not become exercisable on or\n                 prior to the date on which the death occurs will be accelerated\n                 and such stock options, together with all stock options granted\n                 to you with respect to the Blockbuster A Stock which are\n                 exercisable on or prior to the date on which the death occurs,\n                 will be exercisable until one (1) year after such date or, if\n                 earlier, the expiration date of such stock options.\n\n     10.  SECTION 317 AND 507 OF THE FEDERAL COMMUNICATIONS ACT. You represent\nthat you have not accepted or given nor will you accept or give, directly or\nindirectly, any money, services or other valuable consideration from or to\nanyone other than Blockbuster for the inclusion of any matter as part of any\nfilm, television program or other production produced, distributed and\/or\ndeveloped by Blockbuster and\/or any of its affiliates.\n\n     11.  EQUAL OPPORTUNITY EMPLOYER. You acknowledge that Blockbuster is an\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, creed,\nnational origin, age, sex or disability.\n\n     12.  NOTICES. All notices required to be given hereunder shall be given in\nwriting, by personal delivery or by mail at the respective addresses of the\nparties hereto set forth above, or at such other address as may be designated in\nwriting by either party, and, in the case of Blockbuster, to the attention of\nthe General Counsel of Viacom before the IPO and the General Counsel of\nBlockbuster after the IPO. Any notice given by mail shall be deemed to have been\ngiven three days following such mailing.\n\n     13.  ASSIGNMENT. This is an Agreement for the performance of personal\nservices by you and may not be assigned by you or Blockbuster except that\nBlockbuster may assign this Agreement to any affiliate of Blockbuster or any\nsuccessor in interest to Blockbuster and, before the IPO, to Viacom or any\naffiliate of Viacom or any successor in interest to Viacom.\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  12\n\n\n     14.  TEXAS LAW, ETC. This Agreement and all matters or issues collateral\nthereto shall be governed by the laws of the State of Texas applicable to\ncontracts entered into and performed entirely therein. Any action to enforce\nthis Agreement shall be brought in the state or federal courts located in the\nState of Texas.\n\n     15.  NO IMPLIED CONTRACT. Nothing contained in this Agreement shall be\nconstrued to impose any obligation on Blockbuster to renew this Agreement or any\nportion thereof. The parties intend to be bound only upon execution of a written\nagreement and no negotiation, exchange of draft or partial performance shall be\ndeemed to imply an agreement. Neither the continuation of employment nor any\nother conduct shall be deemed to imply a continuing agreement upon the\nexpiration of this Agreement.\n\n     16.  ENTIRE UNDERSTANDING. This Agreement contains the entire understanding\nof the parties hereto relating to the subject matter herein contained, and can\nbe changed only by a writing signed by both parties hereto.\n\n     17.  VOID PROVISIONS. If any provision of this Agreement, as applied to\neither party or to any circumstances, shall be adjudged by a court to be void or\nunenforceable, the same shall be deemed stricken from this Agreement and shall\nin no way affect any other provision of this Agreement or the validity or\nenforceability of this Agreement.\n\n     18.  SUPERSEDES PREVIOUS AGREEMENT. This Agreement supersedes and cancels\nall prior agreements relating to your employment by Blockbuster, Viacom or any\nof Viacom's affiliates except that the provision in your prior employment\nagreement dated as of May 28, 1997 with Viacom shall remain in effect and be\nincorporated into this Agreement which provided that, upon the termination of\nyour employment with Viacom for Good Reason or without 'cause' (or, if earlier,\nyour death, your receipt of benefits under the LTD program or the non-renewal of\nyour employment agreement upon no less favorable terms at the end of the\nemployment term on June 15, 2002), the vesting of all stock options granted to\nyou under Viacom's 1997 Long-Term Management Incentive Plan or any successor\nplan (collectively, the 'LTMIP') which have not become exercisable on or prior\nto such date will be accelerated, and such stock options will be exercisable\nuntil six (6) months (or, if provided under the LTMIP, until one (1) year) after\nsuch date. Defined terms used in the preceding sentence shall have the meanings\nprovided in this Agreement.\n\n     19.  SEPARATION FROM VIACOM. After Viacom ceases to own a majority of\nBlockbuster's Class B Common Stock, the references to Viacom and Viacom's\naffiliates in Article 6 shall be eliminated except that such references in the\ncovenants set forth in paragraphs 6(b), (c) and (e) (with respect to\nconfidential information, no employee solicitation and litigation) shall,\nwithout limiting the scope of such covenants, continue to apply to Viacom and\nViacom's affiliates.\n\n\n\nJohn F. Antioco\nJuly 15, 1999\nPage  13\n\n\n     If the foregoing correctly sets forth our understanding, please sign one\ncopy of this letter and return it to the undersigned, whereupon this letter\nshall constitute a binding agreement between us.\n\n                                       Very truly yours,\n\n                                       BLOCKBUSTER INC.\n\n\n                                       By:  \/s\/ Gary J. Peterson    \n                                          -------------------------------------\n                                          Name:   Gary J. Peterson\n                                          Title:  Executive Vice President,\n                                                  Chief Operations Officer\n\n\n      ACCEPTED AND AGREED:\n\n\n\n      \/s\/ John F. Antioco         \n     ----------------------\n          John F. 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