{"id":39453,"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-pixar-and-john-lasseter2.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-pixar-and-john-lasseter2","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-pixar-and-john-lasseter2.html","title":{"rendered":"Employment Agreement &#8211; Pixar and John Lasseter"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n         This Employment Agreement made and entered into by and between PIXAR, a\nCalifornia corporation (the 'Company') and JOHN LASSETER ('Employee') effective\nas of February 24, 1997.\n\n         Reference is made to that certain executed Employment Agreement ('Prior\nAgreement') made and entered into by and between Pixar, a California corporation\nCompany and John Lasseter dated as of August 1, 1991.\n\n         As an inducement for Pixar to enter into this Employment Agreement, the\nparties agree that notwithstanding anything to the contrary contained in the\nPrior Agreement, the Term of the Prior Agreement shall expire on February 23,\n1997 and no bonus shall be payable to Employee other than as set forth in this\nEmployment Agreement.\n\n         1.       ENGAGEMENT:\n\n                  1.1      Guaranteed Employment Term.\n\n                           (a) The Company agrees to employ Employee and\nEmployee agrees to accept such employment, for a guaranteed period commencing on\nFebruary 24, 1997 ('Start Date') and ending on February 23, 2004. Company may\nterminate this Employment Agreement prior to the expiration of the Term in\naccordance with Company's Termination Rights under 6.5 below or in the event of\nEmployee's death, Incapacity or Default or an event of Force Majeure as more\nfully set forth in paragraph 6.8 below. Employee may not terminate Employee's\nservices hereunder prior to the expiration of the Term except as more fully set\nforth in paragraphs 6.7 and 6.8 below.\n\n                  1.2      Duties and Responsibilities.\n\n                           (a) During the Term and any extensions thereof,\nEmployee shall be employed by the Company as a director of animated motion\npictures and as 'Vice President - Creative' of the Company (which corporate\nofficer position has been approved by Company's Board of Directors), reporting\ndirectly to the CEO of Company or the Office of the President, as the CEO of\nCompany may from time to time designate. Company and Employee acknowledge that\nEmployee's first priority shall be the directing or supervision of feature\nlength animated motion pictures ('Picture(s)') and serving, at Company's\ndirection, as Company's representative to Walt Disney Pictures ('Disney') in the\nexercise of Company's creative control rights and obligations and that\nEmployee's other duties for Company shall not materially interfere with such\npriority services. Employee agrees that during the Term he will render exclusive\nservices to Company and devote his full time, effort and energies during\nbusiness hours to his responsibilities for the Company, and that he shall\nfaithfully and to the best of his ability discharge those duties.\n\n                           (b) During the Term, Company and Employee shall have\nthe following creative control rights with respect to the development,\npre-production, production and post-production of the\n\n                                       -1-\n\n\nPictures, made for home video productions and short subject motion pictures\n(collectively, the 'Productions'): (i) with respect to Productions for which\nEmployee renders executive producing services (but not directing services) [*],\nprovided that in the event of [*], the [*]; and (ii) with respect to Productions\ndirected by Employee, [*], provided that each party shall [*] and so not to [*].\nThe parties acknowledge that  [*].\n\n                  1.3 Location. Company agrees that Employee's services for\nCompany will be based within a thirty (30) mile radius of Company's current\nheadquarters in Richmond, California unless otherwise approved by Employee.\nEmployee hereby approves the intended location of a new facility in Emeryville,\nCalifornia.\n\n         2.       COMPENSATION:\n\n                  2.1 Salary. Subject to the full and complete performance by\nEmployee of all of Employee's material obligations hereunder, Company shall pay\nto Employee the following:\n\n                           (a) Signing Bonus. Company shall pay to Employee the\nsum of $1,250,000 within ten (10) business days after the execution of this\nEmployment Agreement.\n\n                           (b) Salary. Company shall pay to Employee the annual\nsalary of $700,000, with eight percent (8%) cumulative annual increases at each\nanniversary date of the Start Date. Employee's salary shall be payable in\naccordance with Company's customary payroll practices. All payments made to\nEmployee as salary, signing bonus, theatrical motion picture bonus or otherwise\nshall be subject to such deductions, withholdings and limitations as shall from\ntime to time be required by law, governmental regulations or orders, and any\nagreements between Company and Employee.\n\n                  2.2 Theatrical Motion Picture Bonus.\n\n                           (a) If Employee is entitled to receive a 'directed\nby' credit on the Picture and Employee fully performs all directing services\nrequested by Company in accordance with this Agreement and material obligations\nrequested by Company in accordance with the terms of this Agreement in\nconnection with the applicable Picture, Employee shall be entitled to receive\ncontingent bonuses (which bonuses are cumulative at each box office benchmark)\nbased upon the domestic theatrical box office gross receipts of such Picture as\nreported in the Daily Variety (or if Daily Variety discontinues such service,\nthe parties shall mutually determine an appropriate replacement, but in the\nevent of a disagreement relating to such replacement, the decision of Company\nshall govern), as follows, payable within 30 days after such milestone is\nreported in Daily Variety: [*]\n\n-------\n[*] Certain information on this page has been omitted and filed\n    separately with the Commission. Confidential treatment has\n    been requested with respect to the omitted portions.\n\n                                       -2-\n\n\n\n                           (b) Vesting. If Employee's services are terminated\n(including, but not limited to, termination as a result of expiration of the\nTerm of this Agreement) as director in connection with a Picture by any reason\nother than Employee's breach or default of a material term or condition\nhereunder, the contingent compensation set forth in Section 2.2(a) above 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 and\npost-production for a Picture are scheduled for a total of four years (i.e.,\nforty-eight (48) months), then vesting shall be 1\/48th or 2.083% for each month\nof Employee's services on such Picture. Notwithstanding the foregoing, if\nEmployee's services are terminated for any reason other than Default under\nSection 6.8 below, then if Employee has completed services for seventy-five\npercent (75%) or more of the total schedule as computed above, then the\ncontingent compensation set forth in Section 2.2(a) above shall be deemed fully\nvested.\n\n                  2.3 Stock Options. Company shall grant to Employee 125,000\nadditional non qualified options for the purchase of Company's common stock\npursuant to the terms and conditions of Company's Stock Option Plan and a new\nEmployee Stock Option Agreement consistent with the terms of Company's Stock\nOption Plan and the terms of this Agreement. Company agrees that the exercise\nprice for said stock options shall be the price of Company's common stock at the\nclose of business on Friday, February 21, 1997. Company agrees that such plan\nwill provide for a vesting of the stock options over a four year period, with\nthe first 25% vesting on the first anniversary date of this Agreement, and the\nbalance vesting on an equal monthly basis over the remaining three (3) years,\nprovided, that if Company exercises its Termination Rights under Section 6.5\nbelow, Employee's stock options will be deemed fully vested.\n\n                  2.4 Fringe Benefits. Employee shall be eligible to\nparticipate, in accordance with their terms, in all medical and health plans,\nlife insurance and pension plans and such other employment benefits or programs\n(other than executive bonus plans) as are maintained by Company for its\nemployees provided that Company shall at all times be free to modify or amend\nsuch plans on a Company wide basis in accordance with the provisions thereof.\nNotwithstanding the foregoing, in no event shall such fringe\n\n-------\n[*] Certain information on this page has been omitted and filed\n    separately with the Commission. Confidential treatment has\n    been requested with respect to the omitted portions.\n\n                                       -3-\n\n\n\n\nbenefits (other than executive bonus plans) be less favorable to Employee under\nthose accorded to any other employee of Company other than Steve Jobs.\n\n                  2.5 Paid Vacations. Employee shall be entitled to paid\nvacation in accordance with the vacation policy of Company, but in no event less\nthan four (4) weeks per annum. Notwithstanding the foregoing, Employee shall not\nbe entitled to accrue any vacation time in any contract year in which Employee\nis [*]. Employee may use up to two (2) weeks of previously accrued\nvacation time in a contract year in which Employee [*], but in no\nevent more than four (4) consecutive days at any one time during said contract\nyear.\n\n                  2.6 [*]. Company shall allow Employee [*] on each \nPicture which Employee directs under this Agreement. Company and Employee shall\nmutually determine the [*], which shall be no later than [*] from the initial\ntheatrical release of the Picture directed by Employee, unless Employee\notherwise agrees. Employee agrees to [*] no less [*] than [*]. During each [*],\n(i) Employee shall be entitled to [*] (ii) all terms and conditions of this\nAgreement (including, without limitation, exclusivity and vesting) shall remain\nin effect.\n\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 expenses upon\npresentation of itemized statements of such expenses and appropriate\nsubstantiation thereof, in each case in accordance with Company's standard\npolicies. With respect to business travel, Employee shall be treated no less\nfavorably in class of travel (with respect to commercial airlines, but excluding\nprivate airplane transportation) and expenses than (i) other executives of\nCompany or (ii) any individual on the same business trip as Employee. All such\nexpenses shall be subject to the pre-approval of Company.\n\n         3.       WRITING SERVICES:\n\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.\n\n                  3.2 Credits. In the event Employee creates the applicable\nstory and renders writing services in connection with any Picture, Employee\nshall receive a 'story by' credit, in first position, on screen in the end\ntitles, or the main titles if any other person receives credit in the main\ntitles of the Picture, (which credit may be shared with no more than three (3)\nother writers). The Size (as hereinafter defined) of said credit shall be not\nless than 50% of the Size of the regular title and no less than that accorded to\nany other individual (other than principal cast members) receiving credit in\nconnection with the Picture. Additionally, Employee shall receive credit in the\nbilling block portion of paid advertising issued and controlled by Company or\nthe distributor (subject to the distributors customary exclusions and\n\n\n-------\n[*] Certain information on this page has been omitted and filed\n    separately with the Commission. Confidential treatment has\n    been requested with respect to the omitted portions.\n\n\n\n                                       -4-\n\n\nrestrictions for animated pictures) in a Size not less than 35% of the regular\ntitle. Notwithstanding the foregoing, Employee shall receive credit in excluded\nadvertising whenever a writer, producer, director, technical director or\nexecutive producer receive credit in said billing block (other than award or\ncongratulatory ads). 'Size' shall mean height, width and thickness. All other\ncharacteristics of Employee's credit shall be at Company's sole discretion.\nNotwithstanding the foregoing, the parties acknowledge that Employee will\nreceive a shared 'Story By' writing credit on 'Bugs' in third position behind\nAndrew Stanton and Joe Ranft.\n\n         4.       EXECUTIVE PRODUCING SERVICES:\n\n                  4.1 Services. Employee shall tender executive producing\nservices on a non-exclusive first priority basis on all Productions produced by\nCompany during the Term, other than with respect to those Productions which\nEmployee directs. Employee agrees to render all such services as required by\nCompany in accordance with this Agreement and customarily rendered by executive\nproducers of first class productions in the entertainment industry and to comply\nwith all reasonable 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.\n\n                  4.2 Credits. As to each Production for which at least seventy\nfive percent (75%) of the actual production schedule was completed during the\nTerm and subject to Employee's full performance of all material executive\nproducing services and material obligations in connection therewith, and further\nsubject to the distributor's standard exclusions and exceptions as customarily\nnegotiated for deals of this nature, Company shall accord Employee the following\ncredit, on screen: Executive Producer, on a card which may be shared, which\ncredit shall be in first position of all other executive producer credits, and\nwhich credit may be in the main titles (or end titles of the film if all other\nindividual credits are in the end titles). Said credit shall be no less than 50%\nof the regular title and in Size of type of the title and no less than the Size\nof type accorded to any other individual (other than the principal cast members)\nof the Picture. In addition, Employee shall be entitled to receive credit in the\nbilling block portion of paid advertising issued or controlled by Company or the\ndistributor (subject to distributor's standard exceptions and exclusions as\ncustomarily negotiated for deals of this nature) in a Size of type not less than\n35% of the Size of type of the regular title of the Picture. Employee shall also\nreceive credit in excluded advertising in which a writer, producer, director,\ntechnical director or executive producer receive credit in said billing block\n(other than award or congratulatory ads). All other characteristics of the\nforegoing credit shall be subject to Company's sole discretion. Notwithstanding\nthe foregoing, Employee shall not be entitled to an executive producer credit on\nthose Productions on which Employee receives a 'directed by' credit.\n\n         5.       DIRECTING SERVICES:\n\n                  5.1      Services.\n\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 'Bugs'. Employee agrees\n\n                                       -5-\n\n\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.\n\n                           (b) Notwithstanding anything to the contrary\ncontained herein, if Company elects to proceed to production of a Picture during\nthe Term and it is reasonably anticipated by Company that the Term shall expire\nprior to the completion of Employee's directing services in connection therewith\n(Company and Employee specifically acknowledge that the third Picture may fall\nunder this category), either Company or Employee may initiate good faith\nnegotiations for post term directing services in connection with the applicable\nPicture (with the salary and theatrical motion picture bonus set forth herein as\na floor for such directing services). If the parties are unable to reach an\nagreement 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 Period to extend the Term for up to six (6) months at then current\nsalary level. If Employee fails to submit such notice, the Term of this\nAgreement shall be extended on a week-to-week basis until either party\nterminates upon seven (7) days written notice.\n\n                  5.2 Credits. As to each Picture produced for which Employee\nrenders directing services, and subject to Employee's full performance of all\nmaterial directing services requested by Company in accordance with this\nAgreement and material obligations in connection therewith, and further subject\nto the distributor's standard exclusions and exceptions as customarily\nnegotiated for deals of this nature Company shall accord Employee the following\nsole credit, on screen, on a separate card, in the end titles or in the main\ntitles if any other individual receives credit in the main titles: 'Directed by\nJohn Lasseter', which shall be the last card in the main titles or the first\ncard 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. In addition,\nEmployee shall be entitled to receive credit in the billing block portion of\npaid advertising (including packaging of video devices) issued or controlled by\nCompany or the distributors (subject to the distributor's standard exceptions\nand exclusions and subject to the distributor's customary restrictions as\ncustomarily negotiated for deals of this nature) in a Size of type not less than\n35% of the Size of type of the regular title of the Picture and 20% of the\nartwork title of the Picture. Employee shall also receive credit outside of the\nbilling block or in excluded advertising in which any individual (other than\nprincipal cast members) receives credit in said excluded ads or outside the\nbilling block (other than award or congratulatory ads). All other\ncharacteristics of the foregoing credit shall be subject to Company's sole\ndiscretion.\n\n                                       -6-\n\n\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.\n\n                  5.4 Sequels\/Remakes. If within twelve (12) years after the\ninitial release (if any) of the applicable Picture directed by Employee, Company\n(or its successor and assigns) elects in its sole discretion to produce a\ntheatrical sequel, theatrical remake, television motion picture, mini-series or\nseries, or 'made for video production' based on any of the Pictures directed by\nEmployee ('Subsequent Productions') then provided that the applicable Picture\nwas completed at a final negative cost not exceeding 110% of the approved budget\nexcluding the contingency (excluding excess cost incurred due to Force Majeure\nevents and other causes beyond Employee's control, changes pre-approved by\nCompany, net insurance recoveries and retroactive increases to scale personnel\nunder any collective bargaining agreement which are not reasonably anticipated),\nthat Employee 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.\n\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) laser disc copy of the Picture if and when\ncommercially available for release to the public.\n\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.\n\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.\n\n                  5.8 E&amp;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.\n\n         6.       GENERAL TERMS:\n\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. If Company is unable to obtain such\ninsurance at customary rates and deductibles, Company shall have the right which\nmust be exercised if at all within sixty (60) days from the date of this\nAgreement to terminate this Agreement.\n\n                                       -7-\n\n\n                  6.2      Noncompetitive Employment.\n\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.\n\n                           (b) During the Term of this Agreement Employee shall\nnot become financially interested in (other than as a stockholder owning less\nthan one 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 visual works or\n(iii) any other business that is competitive with the Company's business or\nactivities without the prior written consent of Company.\n\n                           (c) After the expiration or termination of the Term\nfor any 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.\n\n                  6.3 Nondisclosure Agreement. Employee acknowledges and\nconfirms his continuing obligations under the Non-Disclosure Agreement\npreviously executed by Company and Employee regarding confidentiality and\ninventions (the 'Confidentiality Agreement'). Employee further acknowledges that\nsaid Confidentiality 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.\n\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\n\n                                       -8-\n\n\nbe deemed a work-made-for-hire specially ordered or commissioned by Company\n('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 Artist or any\npart thereof or the title thereof and to combine the same with other material or\nworks and Employee hereby expressly waives any so-called 'moral rights' of\nauthors in the world.\n\n                  6.5 Termination Without Cause. Company shall have the\nunilateral right, at any time in the Company's sole and absolute discretion, to\nterminate Employee's employment by the Company, without cause, and for any\nreason or for no reason (the Company's 'Termination Rights'). The Company's\nTermination Rights are not limited or restricted by, and shall supersede, any\npolicy of the Company requiring or favoring continued employment of its\nemployees during satisfactory performance, any seniority system or any procedure\ngoverning the manner in which the Company's discretion is to be exercised. No\nexercise by the Company of its Termination Rights shall, under any\ncircumstances, be deemed to constitute (i) a breach by the Company of any term\nof this Agreement, express or implied (including without limitation a breach of\nany implied covenant of good faith and fair dealing), (ii) a wrongful discharge\nof Employee or a wrongful termination of Employee's employment by the Company,\n(iii) a wrongful deprivation by the Company of Employee's office (or authority,\nopportunities or other benefits relating thereto), or injury to reputation, or\n(iv) the breach by the Company of any other duty or obligation, express or\nimplied, which the Company may owe to Employee pursuant to any principle or\nprovision of law (whether contract or tort), unless the Company's determination\nto terminate Employee pursuant to this Section 6.5 shall constitute a violation\nof any applicable federal, state or municipal statute, ordinance, rule or\nregulation, respecting which the parties may not contact otherwise. If the\nCompany elects to terminate Employee's employment pursuant to this Section 6.5,\nthe Company shall have no obligation or liability to Employee pursuant to this\nAgreement or otherwise, except to (a) pay to Employee within ten (10) business\ndays of the exercise of the Termination Right an amount equal to seventy-five\npercent (75%) of the balance of the Salary due to Employee under Section 2.1(b)\nthrough the remainder of the Term, and (b) pay to Employee the vested portion of\nthe Theatrical Motion Picture Bonus as and if due pursuant to the terms of\nSection 2.2. Upon exercise of such Termination Right, Employee shall have no\nfurther obligation to provide services to Company hereunder and Employee shall\nbe free to accept third party employment.\n\n                  6.6 Equitable Relief for Breach. Employee acknowledges that\nthe services to be rendered by Employee under the terms of this Agreement, and\nthe rights and privileges granted to\n\n                                       -9-\n\n\nCompany by Employee under its terms, are of a special, unique, unusual,\nextraordinary and intellectual character, which gives them a peculiar value, the\nloss of which cannot be reasonably or adequately compensated in damages in any\naction at law, and that a material breach by Employee of any of the provisions\ncontained in this Agreement will cause Company great and irreparable injury and\ndamage. Employee acknowledges that Company shall be entitled, in addition to any\nother remedies it may have at law, to seek the remedies of injunction, specific\nperformance, and other equitable relief for any breach of this Agreement by\nEmployee. This provision shall not, however, be construed as a waiver of any of\nthe rights which Company may have for damages, or otherwise.\n\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 material.\nCompany shall use good faith business efforts to advise third party licensees of\nthe credit obligations to Employee under this Agreement. Notwithstanding the\nforegoing, Company will contractually require Disney to comply with the credit\nobligations hereunder.\n\n                  6.8      Suspension\/Termination.\n\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.\n\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.\n\n                           (c) The Company may terminate this Agreement\nimmediately upon written notice to Employee for an event of 'Default.' For\npurposes of this Agreement, a termination for 'Default' occurs if Employee is\nterminated for any of the following reasons:\n\n\n                                      -10-\n\n\n                                     (i)    Gross negligence by Employee of his \nduties pursuant to this Agreement.\n\n                                    (ii)    Conviction of Employee of any felony\nor any lesser crime or offense involving the property of Company.\n\n                                    (iii)   Any material breach by Employee of \nany of the terms or covenants of this Agreement, it being understood that\nEmployee shall have a period of five (5) days from written notice from Company\nto cure an alleged breach.\n\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 and conditions of this Agreement. During any suspension for an event of\nForce Majeure, Employee's services to Company shall be on a non-exclusive basis.\n\n                           (e) In the event of any such suspension or\nsuspensions hereunder, the Term of this Agreement shall be extended (unless\nearlier terminated as provided above) for an additional period of time equal to\nthe period of such suspension or suspensions, and the dates for any increase in\nsalary provided for herein shall be correspondingly postponed.\n\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.\n\n                  6.9 Assignment. Company may not assign its rights under this\ncontract unless to a company which acquires all or substantially all of\nCompany's assets or to a single purpose production entity which is formed by\nCompany for purposes of producing the Pictures (in which event Company may only\nassign Employee's services and Company shall remain liable for all obligations\nof said single purpose entity), without Employee's consent. This Agreement is\npersonal to Employee and Employee shall not have the right to assign Employee's\ninterest in this Agreement, any rights under this Agreement or any duties\nimposed under this Agreement nor shall Employee have the right to pledge,\nhypothecate or\n\n                                      -11-\n\n\notherwise encumber Employee's right to receive compensation hereunder without\nthe prior written notice to Company.\n\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.\n\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).\n\n                           Company:\n\n                           PIXAR\n                           1001 W. Cutting Boulevard #200\n                           Richmond, CA 94804-2452\n\n                           With a copy to:\n\n                           Ziffren, Brittenham, Branca &amp; Fischer\n                           2121 Avenue of the Stars\n                           32nd Floor\n                           Los Angeles, CA 90067\n                           Attention: Sam Fischer, Esq.\n\n                           John Lasseter\n                           590 Daniel Young Dr.\n                           Sonoma, CA 95476\n\n                           With a copy to:\n\n                           Crosby, Heafey, Roach &amp; May\n                           700 S. Flower\n                           Suite 2200\n                           Los Angeles, CA 90017\n                           Attention: Nancy Newhouse Porter\n\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).\n\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\n\n                                      -12-\n\n\nexisting agreements, whether written or oral, between them concerning Employee's\nemployment, and may be changed only in a writing executed by all parties hereto.\nIn entering into this Agreement, neither party has relied upon any\nrepresentation, warranty, assurance or statement of intention not expressly set\nforth herein.\n\n                  6.14 Validity. If any one or more of the provisions (or any\npart thereof) of this Agreement shall be held to be invalid, illegal or\nunenforceable in any respect, the validity, legality and enforceability of the\nremaining provisions (or any part thereof) shall not in any way be affected or\nimpaired thereby.\n\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.\n\n                  6.16 Commitment to Others. Employee shall not have any right\nor authority 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.\n\n                  6.17 I-9. All of Company's obligations under this Agreement\nare expressly 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.\n\n                  6.18 Headings. The headings of this Agreement are solely for\nconvenience of reference and shall not affect its interpretation.\n\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.\n\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.\n\n\n                                      -13-\n\n\n                  6.21     EMPLOYEE ACKNOWLEDGES THAT HE HAS HAD THE OPPORTUNITY\nTO CONSULT WITH THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND\nVOLUNTARILY ENTERED INTO THIS AGREEMENT.\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement as of\nFebruary 23, 1997.\n\n\n                                     PIXAR\n\n\n                                     By \/s\/ Steve Jobs\n                                        ----------------------------------------\n\n                                     EMPLOYEE\n\n\n                                     \/s\/ John Lasseter\n                                     -------------------------------------------\n                                     JOHN LASSETER\n\n\n\n\n                                      -14-\n\n<\/pre>\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-39453","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\/39453","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=39453"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39453"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39453"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39453"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}