\n [*] $100,000
\n [*] (an additional) $150,000
\n [*] (an additional) $200,000
\n [*] (an additional) $250,000
\n [*] (an additional) $300,000
\n [*] (an additional) $300,000
\n [*] (an additional) $400,000
\n [*] (an additional) $400,000
\n [*] (an additional) $500,000
\n [*] (an additional) $500,000
\n<\/c><\/s><\/caption>\n<\/table>\n If Employee’s services are terminated (including, but not
\nlimited to, termination as a result of expiration of the Term of this Agreement)
\nas director in connection with a Picture under this subparagraph (c) by any
\nreason other than Employee’s breach or default of a material term or condition
\nhereunder, the contingent compensation set forth in this Section 2.3(c) with
\nregard to such Picture shall vest each month that Employee performs services on
\nsuch Picture as to a percentage equal to the quotient obtained when one is
\ndivided by the total number of months of scheduled pre-production, production
\nand post-production of such Picture, but in no event shall the total number of
\nscheduled pre-production, production and post-production months exceed
\nforty-eight (48) months. As an example only, if production, pre-production,
\nproduction and post-production for a Picture under this subparagraph (c) are
\nscheduled for a total of four years (i.e., forty-eight (48) months), then
\nvesting shall be 1\/48th or 2.083% for each month of Employee’s services on such
\nPicture. Notwithstanding the foregoing, if Employee’s services are terminated
\nfor any reason other than Default under Section 6.8 below, then if Employee has
\ncompleted services for seventy-five percent (75%) or more of the total schedule
\nas computed above, then the contingent compensation set forth in this Section
\n2.3(c) above shall be deemed fully vested.<\/p>\n
2.4 Fringe Benefits. Employee shall be eligible to participate,
\nin accordance with their terms, in all medical and health plans, life insurance
\nand pension plans and such other employment benefits or programs (other than
\nexecutive bonus plans) as are maintained by Company for its employees provided
\nthat Company shall at all times be free to modify or amend such plans on a
\nCompany wide basis in accordance with the provisions thereof. Notwithstanding
\nthe foregoing, in<\/p>\n
* Certain information on this page has been omitted and filed separately with
\n the Commission. Confidential treatment has been requested with respect to the
\n omitted portions.<\/p>\n
-4-<\/p>\n
no event shall such fringe benefits (other than executive bonus plans) be less
\nfavorable to Employee than those accorded to any other employee of Company other
\nthan the CEO of Company.<\/p>\n
2.5 Paid Vacations.<\/p>\n
(a) Employee shall be entitled to paid vacation in
\naccordance with the vacation policy of Company (including, without limitation,
\nany restrictions on the amount of accrued time to be paid at the expiration of
\nthe Term), but in no event less than four (4) weeks per annum. Notwithstanding
\nthe foregoing, Employee shall not be entitled to accrue any vacation time in any
\ncontract year in which Employee is on Sabbatical. Employee may use up to two (2)
\nweeks of previously accrued vacation time in a contract year in which Employee
\ntakes a Sabbatical.<\/p>\n
(b) Employee shall be entitled to carry forward three
\n(3) weeks of accrued vacation time under the Prior Agreement and utilize the
\nsame during the Term.<\/p>\n
(c) Within thirty (30) days after execution of this
\nAgreement, Company shall pay to Employee an amount equal to Employee’s accrued
\nvacation time through the termination date of the Prior Agreement, without
\nregard to any restrictions or limitation on accrual of vacation time.<\/p>\n
2.6 Sabbatical.<\/p>\n
(a) Company shall allow Employee three (3) consecutive
\nmonths of time off (“Sabbatical”) to be taken after the completion of all
\nEmployee’s services required by Company in accordance with this Agreement on
\neach Picture which Employee directs under this Agreement. Company and Employee
\nshall mutually determine the start date of the Sabbatical, which shall be no
\nlater than twelve (12) months from the initial theatrical release of the Picture
\ndirected by Employee, unless Employee otherwise agrees. Employee agrees to
\ncontact Company to discuss business and creative matters no less frequently than
\nonce during each month of the Sabbatical. During each Sabbatical, (i) Employee
\nshall be entitled to compensation in the full amount of Employee’s then current
\nsalary and benefits and (ii) all terms and conditions of this Agreement
\n(including, without limitation, exclusivity and vesting) shall remain in effect.
\nIn the event Employee fails to take any Sabbatical under this Agreement, Company
\nwill have no further obligation to Employee in connection therewith, including,
\nwithout limitation, no obligation to pay any additional compensation at the
\nexpiration of the Term on account of such unused time.<\/p>\n
(b) Within ten (10) business days of execution of this
\nAgreement, Company shall pay to Employee an amount equal to $238,097 on account
\nof Employee’s unused three month Sabbatical under the Prior Agreement.<\/p>\n
2.7 Expenses. Company recognizes that in connection with
\nEmployee’s performance of Employee’s duties and obligations hereunder Employee
\nwill incur certain ordinary and necessary expenses of a business character
\nincluding, without limitation, travel and expenses relating to the Pictures.
\nCompany shall reimburse Employee for all such reasonable business<\/p>\n
-5-<\/p>\n
expenses upon presentation of itemized statements of such expenses and
\nappropriate substantiation thereof, in each case in accordance with Company’s
\nstandard policies. With respect to business travel, Employee shall be entitled
\nto first class airplane transportation for air travel in excess of one and
\none-half hours duration and shall be treated no less favorably with respect to
\nexpenses than (i) other executives of Company or (ii) any individual on the same
\nbusiness trip as Employee. All such expenses shall be subject to the
\npre-approval of Company.<\/p>\n
3. WRITING SERVICES:<\/p>\n
3.1 Services. At Company’s request, Employee shall render
\nwriting services and supervisory services to create stories, treatments and
\nscreenplays for the Pictures hereunder.<\/p>\n
3.2 Credits. In the event Employee creates the applicable story
\nand renders writing services in connection with any Picture or Past Picture,
\nEmployee shall receive a “story by” credit, in first position, on screen in the
\nend titles, or the main titles if any other person receives credit in the main
\ntitles of the Picture or Past Picture, (which credit may be shared with no more
\nthan three (3) other writers). The Size (as hereinafter defined) of said credit
\nshall be not less than 50% of the Size of the regular title and no less than
\nthat accorded to any other individual (other than principal cast members)
\nreceiving credit in connection with the Picture or Past Picture. Additionally,
\nEmployee shall receive credit in the billing block portion of paid advertising
\nissued and controlled by Company or the distributor (subject to the distributors
\ncustomary exclusions and restrictions for animated pictures) in a Size not less
\nthan 35% of the regular title. Notwithstanding the foregoing, Employee shall
\nreceive credit in excluded advertising whenever a writer, producer, director,
\ntechnical director or executive producer receive credit in said billing block
\n(other than award or congratulatory ads). “Size” shall mean height, width and
\nthickness. All other characteristics of Employee’s credit shall be at Company’s
\nsole discretion. Notwithstanding the foregoing, the parties acknowledge that
\nEmployee will receive a shared “Story By” credit on “Cars.”<\/p>\n
4. EXECUTIVE PRODUCING SERVICES:<\/p>\n
4.1 Services. Employee shall render executive producing services
\non a non-exclusive first priority basis on all Productions produced by Company
\nduring the Term, other than with respect to those Productions which Employee
\ndirects. Employee agrees to render all such services as required by Company in
\naccordance with this Agreement and customarily rendered by executive producers
\nof first class productions in the entertainment industry and to comply with all
\nreasonable instructions, requests, rules and regulations of Company in
\nconnection therewith, whether or not the same involve matters of artistic taste
\nand judgment during the development, production and post production of the
\nProductions.<\/p>\n
4.2 Credits. As to each Past Picture and Production for which at
\nleast seventy five percent (75%) of the actual production schedule was completed
\nduring the Term and subject to Employee’s full performance of all material
\nexecutive producing services and material obligations in connection therewith,
\nand further subject to the distributor’s standard exclusions and exceptions as
\ncustomarily negotiated for deals of this nature, Company shall accord Employee
\nthe following credit, on screen: Executive Producer, on a card which may be
\nshared, which credit shall be in first position of all other executive producer
\ncredits, and which credit may be in the main titles (or end<\/p>\n
-6-<\/p>\n
titles of the film if all other individual credits are in the end titles). Said
\ncredit shall be no less than 50% of the regular title and in Size of type not
\nless than the Size of type accorded to any other individual (other than the
\nprincipal cast members) of the Past Picture or Production. In addition, Employee
\nshall be entitled to receive credit in the billing block portion of paid
\nadvertising issued or controlled by Company or the distributor (subject to
\ndistributor’s standard exceptions and exclusions as customarily negotiated for
\ndeals of this nature) in a Size of type not less than 35% of the Size of type of
\nthe regular title of the Past Picture or Production. Employee shall also receive
\ncredit in excluded advertising in which a writer, producer, director, technical
\ndirector or executive producer receive credit in said billing block (other than
\naward or congratulatory ads). All other characteristics of the foregoing credit
\nshall be subject to Company’s sole discretion. Notwithstanding the foregoing,
\nEmployee shall not be entitled to an executive producer credit on those Past
\nPictures or Productions on which Employee receives a “directed by” credit.<\/p>\n
5. DIRECTING SERVICES:<\/p>\n
5.1 Services.<\/p>\n
(a) Employee shall render services in the capacity of
\nthe director for three (3) Pictures during the Term, it being understood that
\nEmployee’s services for the third Picture are subject to subparagraph (b) below.
\nThe parties acknowledge that the first Picture is a car themed project currently
\nentitled “Cars.” The parties further acknowledge that if Company elects to
\nproduce and finance (in whole or part) an additional sequel or prequel to “Toy
\nStory” and\/or “Toy Story 2,” Employee will have the first opportunity to direct
\nsuch prequel or sequel as Employee’s next Picture after “Cars.” Employee agrees
\nto render all such services as required by Company and customarily rendered by
\ndirectors of first-class feature length animated motion pictures in the motion
\npicture industry and to comply with all reasonable directions, requests, rules
\nand regulations of Company in connection therewith, whether or not the same
\ninvolve matters of artistic taste and judgment. If Company and Employee desire
\nto engage a co-director in connection with any Picture directed by Employee,
\nsaid co-director shall be subject to the approval of Employee, which approval
\nshall be exercised in Employee’s sole discretion. Notwithstanding the foregoing,
\nif Company elects to proceed to production of a Picture during the Term and it
\nis reasonably anticipated by Company that the Term shall expire prior to
\ncompletion of Employee’s directing services in connection therewith and Employee
\nand Company have not concluded an agreement for Employee’s post term directing
\nservices under subparagraph (b) below, then Company will have the right to
\nengage the services of a co-director in consultation with Employee. In any
\nevent, such co-director will be subject to Employee’s creative direction during
\nEmployee’s services as the director.<\/p>\n
(b) Notwithstanding anything to the contrary contained
\nherein, if Company elects to proceed to production of a Picture during the Term
\nand it is reasonably anticipated by Company that the Term shall expire prior to
\nthe completion of Employee’s directing services in connection therewith either
\nCompany or Employee may initiate good faith negotiations for post Term directing
\nservices in connection with the applicable Picture (with the compensation set
\nforth herein and theatrical motion picture bonuses, if applicable, under Section
\n2.3(c) as a floor for such directing services). If the parties are unable to
\nreach an agreement after a period of thirty (30) days from commencement of said
\nnegotiations (“Negotiation Period”), Employee shall have the right by written
\nnotice to Company within five (5) business days after expiration of the
\nNegotiation<\/p>\n
-7-<\/p>\n
Period to extend the Term for up to six (6) months at the then current salary
\nlevel. If Employee fails to submit such notice, the Term of this Agreement shall
\nbe extended on a week-to-week basis until either party terminates upon seven (7)
\ndays written notice.<\/p>\n
5.2 Credits. As to each Past Picture or Picture produced for
\nwhich Employee renders directing services, and subject to Employee’s full
\nperformance of all material directing services requested by Company in
\naccordance with this Agreement and material obligations in connection therewith,
\nand further subject to the distributor’s standard exclusions and exceptions as
\ncustomarily negotiated for deals of this nature Company shall accord Employee
\nthe following sole credit, on screen, on a separate card, in the end titles or
\nin the main titles if any other individual receives credit in the main titles:
\n“Directed by John Lasseter,” which shall be the last card in the main titles or
\nthe first card of individual credits in the end titles, subject to industry wide
\ncollective bargaining agreements. Said credit shall be no less than 50% of the
\nregular title and in a Size of type not less than the Size of type accorded to
\nany other individual (other than the cast members) of the Picture or Past
\nPicture. In addition, Employee shall be entitled to receive credit in the
\nbilling block portion of paid advertising (including packaging of video devices)
\nissued or controlled by Company or the distributors (subject to the
\ndistributor’s standard exceptions and exclusions and subject to the
\ndistributor’s customary restrictions as customarily negotiated for deals of this
\nnature) in a Size of type not less than 35% of the Size of type of the regular
\ntitle of the Picture or Past Picture and 20% of the artwork title of the Picture
\nor Past Picture. Employee shall also receive credit outside of the billing block
\nor in excluded advertising in which any individual (other than principal cast
\nmembers) receives credit in said excluded ads or outside the billing block
\n(other than award or congratulatory ads). All other characteristics of the
\nforegoing credit shall be subject to Company’s sole discretion.<\/p>\n
5.3 Delivery. With respect to each of the Pictures which
\nEmployee directs, Employee, to the extent within Employee’s control, shall
\ncomply with the delivery and picture specification requirements of the
\ndistributor of the Picture, of which Employee is informed in writing.<\/p>\n
5.4 Sequels\/Remakes. If within twelve (12) years after the
\ninitial release (if any) of the applicable Past Picture or Picture directed by
\nEmployee, Company (or its successor and assigns) elects in its sole discretion
\nto produce a theatrical sequel, theatrical remake, television motion picture,
\nmini-series or series, or “made for video production” based on any of the Past
\nPictures or Pictures directed by Employee (“Subsequent Productions”) then
\nprovided that the applicable Picture or Past Picture was completed at a final
\nnegative cost not exceeding 110% of the approved budget excluding the
\ncontingency (excluding excess cost incurred due to Force Majeure events and
\nother causes beyond Employee’s control, changes pre-approved by Company, net
\ninsurance recoveries and retroactive increases to scale personnel under any
\ncollective bargaining agreement which are not reasonably anticipated), that
\nEmployee is not in Default hereunder and provided further that Employee is
\navailable when reasonably required by Company, then Employee shall have the
\nfirst opportunity to be the director for the Subsequent Production which, if
\nafter the Term shall be upon terms to be negotiated in good faith within
\nCompany’s standard parameters. If Company and Employee fail to agree on the
\nterms for Employee’s engagement on the Subsequent Productions within thirty (30)
\ndays following commencement of the negotiations, or if Employee is unavailable
\nor elects not to direct, then Company shall have no further obligation to
\nEmployee under this paragraph 5.4.<\/p>\n
-8-<\/p>\n
5.5 Videocassette. If any Picture is produced and Employee
\nperforms his services hereunder, Employee shall be entitled to receive one (1)
\nvideocassette copy and one (1) DVD (or comparable retail consumer technology)
\ncopy of the Picture if and when commercially available for release to the
\npublic.<\/p>\n
5.6 Premieres. Employee and his spouse shall be invited to all
\nmajor celebrity premieres of the Picture (if any) in the United States which he
\ndirects and shall be entitled to payment of first class transportation and
\nexpenses. Employee shall have the right to utilize each Production for one
\nnon-exclusive charity premiere of Employee’s choice.<\/p>\n
5.7 No Union. The parties acknowledge that Company is not a
\nsignatory to the DGA Basic Agreement and that the DGA Basic Agreement does not
\ncurrently apply to the Pictures.<\/p>\n
5.8 E&O Insurance. Company shall include Employee as an
\nadditional insured on Company’s errors and omissions insurance policy consistent
\nwith custom and practice in the industry.<\/p>\n
6. GENERAL TERMS:<\/p>\n
6.1 Right to Insure. Company shall have the right to secure in
\nits own name, or otherwise, and at its own expense, life, health, accident or
\nother insurance covering Employee and Employee shall have no right, title or
\ninterest in and to such insurance. Employee shall assist Company in procuring
\nsuch insurance by submitting to examinations and by signing such applications
\nand other instruments as may be required by the insurance carriers to which
\napplication is made for any such insurance.<\/p>\n
6.2 Noncompetitive Employment.<\/p>\n
(a) Employee acknowledges that the nature of the
\nservices furnished by Company to its clients requires that Employee at all times
\nperform Employee’s services under this Agreement without divided loyalties or
\nobligations to any other person including, without limitation, to any person who
\nmay become an employer of Employee following the end of the Term. Accordingly,
\nand without limiting the generality of the principle set forth in the preceding
\nsentence, it shall be a breach of this Agreement for Employee, without prior
\nwritten notice to and prior written consent of Company, to accept employment
\nwith any business, individual, partnership, corporation, trust, joint venture,
\nunincorporated association or other entity or person other than the Company at
\nany time during the Term of this Agreement. During the Term, Employee may not
\ndiscuss, seek, solicit or accept future post Term employment.<\/p>\n
(b) During the Term of this Agreement Employee shall not
\nbecome financially interested in (other than as a stockholder owning less than
\none percent (1%) of the outstanding capital stock of any publicly traded
\ncorporation) or directly associated with any other business or person engaged in
\na business that is involved in (i) developing, producing, distributing or
\nexploiting motion pictures, home videos, television programs, interactive
\nproducts or other audio visual works; (ii) the development, sale, licensing or
\nuse of computer software for the creation or production of motion pictures, home
\nvideos, television programs, interactive products or other audio<\/p>\n
-9-<\/p>\n
visual works or (iii) any other business that is competitive with the Company’s
\nbusiness or activities without the prior written consent of Company.<\/p>\n
(c) After the expiration or termination of the Term for
\nany reason whatsoever, Employee shall not either alone or jointly with or on
\nbehalf of others, either directly or indirectly, whether as principal, partner,
\nagent, shareholder, director, employee, consultant or otherwise, at any time
\nduring the period of two (2) years following the expiration or termination of
\nthe Term, offer employment to, or solicit the employment or engagement of, or
\notherwise entice away from the employment of Company or Disney or any affiliated
\nentity, either for Employee’s own account or for any other person, firm or
\ncompany, any person who is then employed by Company or Disney or any such
\naffiliated entity, whether or not such person would commit any breach of said
\nperson’s contract by reason of leaving the service of Company, Disney or any
\naffiliated entity.<\/p>\n
6.3 Nondisclosure Agreement. Employee acknowledges and confirms
\nhis continuing obligations under the Non-Disclosure Agreement previously
\nexecuted by Company and Employee regarding confidentiality and inventions (the
\n“Confidentiality Agreement”). Employee further acknowledges that said
\nConfidentiality Agreement applies to the terms and conditions of the
\nco-production agreement between Company and Disney to the extent Employee has
\nknowledge of the terms and conditions thereof. To the extent of any
\ninconsistency between this Agreement and the Confidentiality Agreement, this
\nAgreement shall govern.<\/p>\n
6.4 Ownership. The results and proceeds of Employee’s services
\nhereunder including, but not limited to, creating, designing, sketching,
\nanimation, writing and\/or directing in connection with ideas, stories,
\nscreenplays and the Pictures, Productions or any other Pixar production’s or
\nworks shall be deemed a work-made-for-hire specially ordered or commissioned by
\nCompany (“Results and Proceeds”). As between Employee and Company, Company shall
\nexclusively own all now known or hereafter existing rights of every kind
\nthroughout the universe, in perpetuity and in all languages, pertaining to such
\nResults and Proceeds, and all elements therein, for all now known or hereafter
\nexisting uses, media, and forms (including, without limitation, all copyrights
\nand renewals and extension thereof), motion picture, television, sequel, remake,
\ncharacter and allied rights therein, and the foregoing is inclusive of a full
\nassignment to Company thereof. In addition, Company shall have the right,
\nthroughout the world and in perpetuity, to use and reproduce, and license others
\nto use and reproduce, Employee’s name, likeness and biographical data relating
\nto Employee in connection with the Picture and the advertising or exploitation
\nthereof (including without limitation, in promotional films and featurettes
\nrelating to any Pictures or projects); provided that in no event shall Employee
\nbe depicted as using or endorsing any product, commodity or service. The use of
\nEmployee’s credit in a billing block shall not be deemed a use or endorsement of
\na product, commodity or service. Company shall have the right, but not the
\nobligation, to use, adapt, change or revise any work or product of Employee or
\nany part thereof or the title thereof and to combine the same with other
\nmaterial or works and Employee hereby expressly waives any so-called “moral
\nrights” of authors in the world.<\/p>\n
6.5 Termination Without Cause. Company shall have the unilateral
\nright, at any time in the Company’s sole and absolute discretion, to terminate
\nEmployee’s employment by the Company, without cause, and for any reason or for
\nno reason (the Company’s “Termination Rights”)<\/p>\n
-10-<\/p>\n
upon written notice to Employee. The Company’s Termination Rights are not
\nlimited or restricted by, and shall supersede, any policy of the Company
\nrequiring or favoring continued employment of its employees during satisfactory
\nperformance, any seniority system or any procedure governing the manner in which
\nthe Company’s discretion is to be exercised. No exercise by the Company of its
\nTermination Rights shall, under any circumstances, be deemed to constitute (i) a
\nbreach by the Company of any term of this Agreement, express or implied
\n(including without limitation a breach of any implied covenant of good faith and
\nfair dealing), (ii) a wrongful discharge of Employee or a wrongful termination
\nof Employee’s employment by the Company, (iii) a wrongful deprivation by the
\nCompany of Employee’s office (or authority, opportunities or other benefits
\nrelating thereto), or injury to reputation, or (iv) the breach by the Company of
\nany other duty or obligation, express or implied, which the Company may owe to
\nEmployee pursuant to any principle or provision of law (whether contract or
\ntort), unless the Company’s determination to terminate Employee pursuant to this
\nSection 6.5 shall constitute a violation of any applicable federal, state or
\nmunicipal statute, ordinance, rule or regulation, respecting which the parties
\nmay not contract otherwise. If the Company elects to terminate Employee’s
\nemployment pursuant to this Section 6.5, the Company shall have no obligation or
\nliability to Employee pursuant to this Agreement or otherwise, except (a) to pay
\nto Employee within ten (10) business days of the exercise of the Termination
\nRight an amount equal to seventy-five percent (75%) of the balance of the Salary
\ndue to Employee under Section 2.1(b) through the remainder of the Term and (b)
\nas stated in Section 2.2 above with respect to the vesting of Employee’s stock
\noptions. Upon exercise of such Termination Right, Employee shall have no further
\nobligation to provide services to Company hereunder and Employee shall be free
\nto accept third party employment.<\/p>\n
6.6 Equitable Relief for Breach. Employee acknowledges that the
\nservices to be rendered by Employee under the terms of this Agreement, and the
\nrights and privileges granted to Company by Employee under its terms, are of a
\nspecial, unique, unusual, extraordinary and intellectual character, which gives
\nthem a peculiar value, the loss of which cannot be reasonably or adequately
\ncompensated in damages in any action at law, and that a material breach by
\nEmployee of any of the provisions contained in this Agreement will cause Company
\ngreat and irreparable injury and damage. Employee acknowledges that Company
\nshall be entitled, in addition to any other remedies it may have at law, to seek
\nthe remedies of injunction, specific performance, and other equitable relief for
\nany breach of this Agreement by Employee. This provision shall not, however, be
\nconstrued as a waiver of any of the rights which Company may have for damages,
\nor otherwise.<\/p>\n
6.7 Breach By Company. In the event of any breach of this
\nAgreement by Company, Employee shall give Company written notice thereof. If
\nCompany does not cure such breach within thirty (30) days of receiving written
\nnotice thereof, Employee’s remedy shall be limited to an action at law for
\ndamages and\/or declaratory relief and Employee shall not be entitled to rescind
\nthis Agreement or to injunctive relief or other equitable remedies; provided,
\nhowever, the foregoing shall not be deemed a waiver of Employee’s statutory or
\ncommon law right to discontinue rendering services hereunder in the event of a
\nmaterial breach by Company of this Agreement. No inadvertent failure to comply
\nwith the provisions of paragraphs 3.2, 4.2 or 5.2 nor any failure by third
\nparties to comply with their agreement with Company shall constitute a breach of
\nthis Agreement by Company. Upon written notice from Employee specifying the
\nprecise nature of the failure to accord credit as herein provided, Company
\nagrees to use reasonable efforts to cure prospectively any such breach, but
\nCompany shall not be obligated to recall any prints or advertising<\/p>\n
-11-<\/p>\n
material. Company shall use good faith business efforts to advise third party
\nlicensees of the credit obligations to Employee under this Agreement.
\nNotwithstanding the foregoing, if applicable, Company will contractually require
\nDisney to comply with the credit obligations hereunder.<\/p>\n
6.8 Suspension\/Termination.<\/p>\n
(a) In the event of Employee’s death during the Term,
\nCompany shall terminate Employee’s services and pay pursuant to paragraph 6.8(f)
\nbelow.<\/p>\n
(b) If Employee is prevented from fully performing
\nEmployee’s material obligations hereunder by reason of illness, accident or
\nmental or physical disability, or by reason of any law or authority (all of
\nwhich events are herein called “Incapacity”), Company may suspend the services
\nand compensation of Employee during the period of such Incapacity and\/or extend
\nthe Term of Employee’s services hereunder for a period of time equal to the
\nperiod of such suspension. In the event such Incapacity continues for a period
\nof fourteen (14) consecutive days or twenty-one (21) days in the aggregate while
\nEmployee is rendering directing services during production of any Picture
\nhereunder or six (6) consecutive weeks or ten (10) weeks in the aggregate, at
\nany other time hereunder, Company may terminate the employment of Employee’s
\nservices by giving thirty (30) days prior written notice to Employee.<\/p>\n
(c) The Company may terminate this Agreement immediately
\nupon written notice to Employee for an event of “Default.” For purposes of this
\nAgreement, a termination for “Default” occurs if Employee is terminated for any
\nof the following reasons:<\/p>\n
(i) Gross negligence by Employee of his duties
\npursuant to this Agreement.<\/p>\n
(ii) Conviction of Employee of any felony or any
\nlesser crime or offense involving the property of Company.<\/p>\n
(iii) Any material breach by Employee of any of
\nthe terms or covenants of this Agreement, it being understood that Employee
\nshall have a period of five (5) days from written notice from Company to cure an
\nalleged breach.<\/p>\n
(d) The unearned salary provided for hereunder to
\nEmployee may, at Company’s option, be suspended during any interruption of
\nCompany’s business which prevents the performance of Employee’s duties which has
\nbeen caused by an event of force majeure, including, but not limited to,
\nstrikes, work stoppage or other labor dispute, acts of God, or other events of
\nforce majeure (“Force Majeure”). If any such period of suspension hereunder
\nshall continue for a period of six (6) weeks or more, Company or Employee shall
\nhave the right to elect to terminate this Agreement by written notice. In the
\nevent Employee elects to submit a notice of termination, said election shall be
\ndeemed null and void if Company elects to resume its payment obligations to
\nEmployee with one (1) week of Company’s receipt of said notice. If this
\nAgreement is terminated due to an event of Force Majeure and Company elects to
\nthereafter resume production of the applicable Picture within eighteen (18)
\nmonths, Employee shall have the first opportunity upon fifteen (15) business
\ndays prior notice to the start date to be reinstated as the director under the
\nterms<\/p>\n
-12-<\/p>\n
and conditions of this Agreement. During any suspension for an event of Force
\nMajeure, Employee’s services to Company shall be on a non-exclusive basis.<\/p>\n
(e) In the event of any such suspension or suspensions
\nhereunder, the Term of this Agreement shall be extended (unless earlier
\nterminated as provided above) for an additional period of time equal to the
\nperiod of such suspension or suspensions, and the dates for any increase in
\nsalary provided for herein shall be correspondingly postponed.<\/p>\n
(f) In the event of Employee’s termination for death,
\nIncapacity, Default or Force Majeure pursuant to subsections (a), (b), (c) or
\n(d) above, Company shall be obligated to pay Employee only the specified salary,
\nbonuses, fringe benefits, expenses and vacation accrued through the date of
\ntermination and any rights Employee may have under the Stock Option Plan shall
\nbe determined under the terms thereof.<\/p>\n
6.9 Assignment. Company may not assign its rights under this
\ncontract except to a “Successor” (as defined below) or to a single purpose
\nproduction entity which is formed by Company for purposes of producing the
\nPictures (in which event Company may only assign Employee’s directing, writing
\nand\/or executive producing services and Company shall remain liable for all
\nobligations of said single purpose entity), without Employee’s consent. This
\nAgreement is personal to Employee and Employee shall not have the right to
\nassign Employee’s interest in this Agreement, any rights under this Agreement or
\nany duties imposed under this Agreement nor shall Employee have the right to
\npledge, hypothecate, transfer, assign or otherwise encumber Employee’s right to
\nreceive any form of compensation hereunder without the prior written notice to
\nCompany. As used herein, “Successor” shall include any person, firm, corporation
\nor other business entity which at any time, whether by purchase, merger or
\notherwise, directly or indirectly acquires all or substantially all of the
\nassets or business of the Company.<\/p>\n
6.10 Successors and Assigns. This Agreement shall be binding
\nupon and inure to the benefit of the parties hereto and their respective
\nSuccessors and assigns.<\/p>\n
6.11 Notices. Any notice, consent or other communication under
\nthis Agreement shall be in writing and shall be considered given when mailed by
\nregistered or certified mail, postage prepaid, to the parties at the addresses
\nset forth below (or at such other address as a party may specify by notice in
\naccordance with the provisions hereof to the other).<\/p>\n
Company:<\/p>\n
PIXAR
\n 1200 Park Avenue
\n Emeryville, California 94608<\/p>\n
With a copy to:<\/p>\n
Wilson Sonsini Goodrich & Rosati
\n 650 Page Mill Road
\n Palo Alto, California 94304
\n Attention: Larry W. Sonsini, Esq.<\/p>\n
-13-<\/p>\n
Ziffren, Brittenham, Branca & Fischer, LLP
\n 1801 Century Park West
\n Los Angeles, CA 90067
\n Attention: Sam Fischer, Esq.<\/p>\n
Employee:<\/p>\n
John Lasseter
\n c\/o Weston, Benshoof, Rochefort, Rubalcava & MacCuish
\n 444 S. Flower Street
\n 43rd Floor
\n Los Angeles, CA 90071
\n Attention: Nancy Newhouse Porter<\/p>\n
6.12 Governing Law. This Agreement shall be governed by and
\nconstrued and enforced in accordance with the laws of the State of California
\n(regardless of that jurisdiction or any other jurisdictions’ choice of law
\nprinciples).<\/p>\n
6.13 Complete Agreement, Modification and Termination. This
\nagreement, along with the Stock Option Plan, and the Confidentiality Agreement,
\ncontains a complete statement of all the arrangements between the parties with
\nrespect to Employee’s employment by Company, supersedes all existing agreements,
\nwhether written or oral, between them concerning Employee’s employment, and may
\nbe changed only in a writing executed by all parties hereto. In entering into
\nthis Agreement, neither party has relied upon any representation, warranty,
\nassurance or statement of intention not expressly set forth herein.<\/p>\n
6.14 Validity. If any one or more of the provisions (or any part
\nthereof) of this Agreement shall be held to be invalid, illegal or unenforceable
\nin any respect, the validity, legality and enforceability of the remaining
\nprovisions (or any part thereof) shall not in any way be affected or impaired
\nthereby.<\/p>\n
6.15 Waiver. The failure of a party to insist upon strict
\nadherence to any term, condition or other provision of this Agreement shall not
\nbe considered a waiver or deprive that party of the right thereafter to insist
\nupon strict adherence to that term or any other term, condition or other
\nprovision of this Agreement.<\/p>\n
6.16 Commitment to Others. Employee shall not have any right or
\nauthority to and shall not employ any person in any capacity nor contract or
\npurchase or rent any article or material, nor make any commitment, agreement or
\nobligation whereby Company shall be required to pay any monies or other
\nconsideration without Company’s prior consent in each instance.<\/p>\n
6.17 I-9. All of Company’s obligations under this Agreement are
\nexpressly conditioned upon Employee’s completion to Company’s reasonable
\nsatisfaction of an I-9 Form (Employee Eligibility Verification Form) and upon
\nEmployee’s submission to Company of original documents reasonably satisfactory
\nto Company to demonstrate Employee’s employment eligibility.<\/p>\n
-14-<\/p>\n
6.18 Headings. The headings of this Agreement are solely for
\nconvenience of reference and shall not affect its interpretation.<\/p>\n
6.19 Arbitration. Any controversy or claim arising out of, or
\nrelating to, this Agreement, or the making, performance or interpretation
\nthereof, shall be fully and finally settled by binding arbitration in San
\nFrancisco, California, in accordance with the rules of the American Arbitration
\nAssociation the existing, and judgment on the arbitration award may be entered
\nin any court having jurisdiction over the subject matter of the controversy;
\nprovided, however, that this arbitration provision shall not apply to any
\ndispute concerning any obligations arising under paragraphs 6.2, 6.3 and 6.4 of
\nthis Agreement.<\/p>\n
6.20 Indemnity. Company shall indemnify and hold harmless
\nEmployee from and against any and all liability, costs, damages and expenses
\n(including reasonable attorneys’ fees and court costs) which Employee may
\nsustain or suffer by reason of any third party claim resulting from the
\ndevelopment, production or distribution of the Picture and which is not caused
\nby a breach by Employee hereunder.<\/p>\n
6.21 Severability. If an arbitrator or a court of competent
\njurisdiction determines that any term or provision hereof is invalid or
\nunenforceable, (a) the remaining terms and provisions hereof shall be unimpaired
\nand (b) such arbitrator or court shall have the authority to replace such
\ninvalid or unenforceable term or provision with a term or provision that is
\nvalid and enforceable and that comes closest to expressing the intention of the
\ninvalid or unenforceable term or provision.<\/p>\n
6.22 EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY TO
\nCONSULT WITH THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND VOLUNTARILY
\nENTERED INTO THIS AGREEMENT.<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Agreement as of March
\n21, 2001.<\/p>\n
PIXAR<\/p>\n
By \/s\/ Steve Jobs
\n ————————————
\n STEVE JOBS, CHIEF EXECUTIVE OFFICER<\/p>\n
EMPLOYEE<\/p>\n
\/s\/ John Lasseter
\n ————————————
\n JOHN LASSETER<\/p>\n
-15-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8532],"corporate_contracts_industries":[9466],"corporate_contracts_types":[9539,9544],"class_list":["post-39452","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-pixar","corporate_contracts_industries-media__movies","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\/39452","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=39452"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39452"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39452"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39452"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}