{"id":39964,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/form-of-employment-agreement-martha-stewart-living-omnimedia.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"form-of-employment-agreement-martha-stewart-living-omnimedia","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/form-of-employment-agreement-martha-stewart-living-omnimedia.html","title":{"rendered":"Form of Employment Agreement &#8211; Martha Stewart Living Omnimedia Inc. and Martha Stewart"},"content":{"rendered":"<pre>                                    FORM OF\n                              EMPLOYMENT AGREEMENT\n\n                  AGREEMENT, dated as of _______________ 1999 by and between\nMartha Stewart Living Omnimedia, Inc., a Delaware corporation (the \"Company\"),\nand Martha Stewart (the \"Executive\").\n\n                  WHEREAS, the Executive was the founder of Martha Stewart\nLiving Omnimedia LLC, the predecessor entity to the Company (\"MSLO LLC\") and has\nacted as the Chairman of the Board of Directors of MSLO LLC and served as its\nChief Executive Officer; and\n\n                  WHEREAS, the Company recognizes that the Executive's talents\nand abilities are unique, and have been integral to the success of MSLO LLC and\nthus wishes to secure the ongoing services of the Executive on the terms and\nconditions set forth herein;\n\n                  NOW, THEREFORE, in consideration of the premises and the\nmutual covenants set forth below, the parties hereby agree as follows:\n\n         1. Employment. The Company hereby agrees to employ the Executive as the\nChief Executive Officer of the Company, and the Executive hereby accepts such\nemployment, on the terms and conditions set forth below.\n\n         2. Term. The Executive's employment by the Company hereunder (the\n\"Employment Period\") shall begin on _______________ , 1999 (the \"Effective\nDate\") and end on ___________, 2004.\n\n         3. Position and Duties. During the Employment Period, the Executive\nshall serve as the Chief Executive Officer of the Company and the Chairman of\nthe Board of Directors of the Company (the \"Board\"), with such duties, authority\nand responsibilities as are normally associated with and appropriate for such\npositions. The Executive shall report directly to the Board. The Executive shall\ndevote substantially all of her working time, attention and energies during\nnormal business hours (other than absences due to illness or vacation) to the\nperformance of her duties for the Company. Notwithstanding the above, the\nExecutive shall be permitted, to the extent such activities do not substantially\ninterfere with her performance of her duties and responsibilities hereunder or\nviolate Section 9(a) or (b) of this Agreement, to (i) manage her personal,\nfinancial and legal affairs, (ii) serve on civic or charitable boards or\ncommittees (it being expressly understood and agreed that the Executive's\ncontinuing to serve on any such board and\/or committees on which she is serving,\nor with which she is otherwise associated, as of the Effective Date, shall be\ndeemed not to interfere with her performance of her duties and responsibilities\nunder this Agreement), (iii) serve on boards of other companies and (iv) make\npersonal appearances and lectures, and the Executive shall be entitled to\nreceive and retain all remuneration received by her from the items listed in\nclauses (i) through (iv) of this paragraph.\n\n         4. Place of Performance. During the Employment Period, the Company\nshall maintain executive offices for the Executive in both New York City, New\nYork and Westport, Connecticut and the Executive shall not be required to\nrelocate to any other location. During the Employment Period, the Company shall\nprovide the Executive with an office and staff in each of\n\n\n\nthe above offices consistent with the practices of MSLO LLC immediately prior to\nthe Effective Date.\n\n         5. Compensation and Related Matters.\n\n         (a) Base Salary. During the Employment Period, the Company shall pay\nthe Executive a base salary at the rate of not less than $900,000 per year\n(\"Base Salary\"). The Executive's Base Salary shall be paid in approximately\nequal installments in accordance with the Company's customary payroll practices.\nIf the Executive's Base Salary is increased by the Company, such increased Base\nSalary shall then constitute the Base Salary for all purposes of this Agreement.\n\n         (b) For each full fiscal year of the Company that begins and ends\nduring the Employment Period, and for the portion of the fiscal year of the\nCompany that begins in 2004 (\"Fiscal Year 2004\"), the Executive shall be\neligible to earn an annual cash bonus in such amount as shall be determined by\nthe Compensation Committee of the Board (the \"Compensation Committee\") (the\n\"Annual Bonus\") based on the achievement by the Company of performance goals\nestablished by the Compensation Committee for each such fiscal year (or portion\nof Fiscal Year 2004), which may include targets related to the earnings before\ninterest, taxes, depreciation and amortization (\"EBITDA\") of the Company;\nprovided, that the Annual Bonus shall be no less than $300,000. The Compensation\nCommittee shall establish objective criteria to be used to determine the extent\nto which performance goals have been satisfied.\n\n         (c) Automobiles. The Company shall provide the Executive with\nautomobiles and drivers, consistent with the practices of MSLO LLC immediately\nprior to the Effective Date.\n\n         (d) Business, Travel and Entertainment Expenses. The Company shall\npromptly reimburse the Executive for all business, travel and entertainment\nexpenses consistent with the Executive's titles and the practices of MSLO LLC in\neffect immediately prior to the Effective Date, including, without limitation,\nfirst class transportation or travel on a private plane.\n\n         (e) Vacation. The Executive shall be entitled to six weeks of vacation\nper year. Vacation not taken during the applicable fiscal year (but not in\nexcess of three weeks) shall be carried over to the next following fiscal year.\n\n         (f) Welfare, Pension and Incentive Benefit Plans. During the Employment\nPeriod, the Executive (and her eligible spouse and dependents) shall be entitled\nto participate in all the welfare benefit plans and programs maintained by the\nCompany from time to time for the benefit of its senior executives including,\nwithout limitation, all medical, hospitalization, dental, disability, accidental\ndeath and dismemberment and travel accident insurance plans and programs. In\naddition, during the Employment Period, the Executive shall be eligible to\nparticipate in all pension, retirement, savings and other employee benefit plans\nand programs maintained from time to time by the Company for the benefit of its\nsenior executives, other than any annual cash incentive plan.\n\n\n                                      -2-\n\n\n         (g) Dues. During the Employment Period, the Company shall pay or\npromptly reimburse the Executive for annual dues for membership in the American\nFederation of Television and Radio Artists, the Screen Actors Guild and similar\norganizations.\n\n         6. Termination. The Executive's employment hereunder may be terminated\nduring the Employment Period under the following circumstances:\n\n         (a) Death. The Executive's employment hereunder shall terminate upon\nher death.\n\n         (b) Disability. If, as a result of the Executive's incapacity due to\nphysical or mental illness as determined by a physician selected by the\nExecutive, and reasonably acceptable to the Company, (i) the Executive shall\nhave been substantially unable to perform her duties hereunder for six\nconsecutive months, or for an aggregate of 180 days during any period of twelve\nconsecutive months and (ii) within thirty days after written Notice of\nTermination is given to the Executive after such six- or twelve- month period,\nthe Executive shall not have returned to the substantial performance of her\nduties on a full-time basis, the Company shall have the right to terminate the\nExecutive's employment hereunder for \"Disability\".\n\n         (c) Cause. The Company shall have the right to terminate the\nExecutive's employment for \"Cause.\" For purposes of this Agreement, the Company\nshall have \"Cause\" to terminate the Executive's employment only upon the\nExecutive's:\n\n                  (i) conviction of a felony or willful gross misconduct that,\n         in either case, results in material and demonstrable damage to the\n         business or reputation of the Company; or\n\n                  (ii) willful and continued failure to perform her duties\n         hereunder (other than such failure resulting from the Executive's\n         incapacity due to physical or mental illness or after the issuance of a\n         Notice of Termination by the Executive for Good Reason) within ten\n         business days after the Company delivers to her a written demand for\n         performance that specifically identifies the actions to be performed.\n\nFor purposes of this Section 6(c), no act or failure to act by the Executive\nshall be considered \"willful\" if such act is done by the Executive in the good\nfaith belief that such act is or was to be beneficial to the Company or one or\nmore of its businesses, or such failure to act is due to the Executive's good\nfaith belief that such action would be materially harmful to the Company or one\nof its businesses. Cause shall not exist unless and until the Company has\ndelivered to the Executive a copy of a resolution duly adopted by a majority of\nthe Board (excluding the Executive for purposes of determining such majority) at\na meeting of the Board called and held for such purpose after reasonable (but in\nno event less than thirty days') notice to the Executive and an opportunity for\nthe Executive, together with her counsel, to be heard before the Board, finding\nthat in the good faith opinion of the Board that \"Cause\" exists, and specifying\nthe particulars thereof in detail. This Section 6(c) shall not prevent the\nExecutive from challenging in any court of competent jurisdiction the Board's\ndetermination that Cause exists or that the\n\n\n                                      -3-\n\n\nExecutive has failed to cure any act (or failure to act) that purportedly formed\nthe basis for the Board's determination.\n\n         (d) Good Reason. The Executive may terminate her employment for \"Good\nReason\" after giving the Company detailed written notice thereof, if the Company\nshall have failed to cure the event or circumstance constituting \"Good Reason\"\nwithin ten business days after receiving such notice. Good Reason shall mean the\noccurrence of any of the following without the written consent of the Executive\nor her approval in her capacity as the Chairman of the Board:\n\n   \n         (i) the assignment to the Executive of duties inconsistent with this\nAgreement or a change in her titles or authority;\n    \n\n   \n         (ii) any failure by the Company to comply with Section 5 hereof in any\nmaterial way;\n    \n\n   \n         (iii) the requirement of the Executive to relocate to locations other\nthan those provided in Section 4 hereof;\n    \n\n   \n         (iv) the failure of the Company to comply with and satisfy Section\n12(a) of this Agreement; or\n    \n\n         (v) any material breach of this Agreement by the Company.\n\nThe Executive's right to terminate her employment hereunder for Good Reason\nshall not be affected by her incapacity due to physical or mental illness. The\nExecutive's continued employment shall not constitute consent to, or a waiver of\nrights with respect to, any act or failure to act constituting Good Reason\nhereunder.\n\n         (e) Without Cause. The Company shall have the right to terminate the\nExecutive's employment hereunder without Cause by providing the Executive with a\nNotice of Termination.\n\n         (f) Without Good Reason. The Executive shall have the right to\nterminate her employment hereunder without Good Reason by providing the Company\nwith a Notice of Termination.\n\n         7. Termination Procedure.\n\n         (a) Notice of Termination. Any termination of the Executive's\nemployment by the Company or by the Executive during the Employment Period\n(other than pursuant to Section 6(a)) shall be communicated by written Notice of\nTermination to the other party. For purposes of this Agreement, a \"Notice of\nTermination\" shall mean a notice indicating the specific termination provision\nin this Agreement relied upon and setting forth in reasonable detail the facts\nand circumstances claimed to provide a basis for termination of the Executive's\nemployment under that provision.\n\n                                      -4-\n\n\n         (b) Date of Termination. \"Date of Termination\" shall mean (i) if the\nExecutive's employment is terminated by her death, the date of her death, (ii)\nif the Executive's employment is terminated pursuant to Section 6(b), thirty\n(30) days after the date of receipt of the Notice of Termination (provided that\nthe Executive does not return to the substantial performance of her duties on a\nfull-time basis during such thirty (30) day period), and (iii) if the\nExecutive's employment is terminated for any other reason, the date on which a\nNotice of Termination is given or any later date (within thirty (30) days after\nthe giving of such notice) set forth in such Notice of Termination.\n\n         8. Compensation Upon Termination or During Disability. In the event the\nExecutive is disabled or her employment terminates during the Employment Period,\nthe Company shall provide the Executive with the payments and benefits set forth\nbelow. The Executive acknowledges and agrees that the payments set forth in this\nSection 8 constitute liquidated damages for termination of her employment during\nthe Employment Period.\n\n         (a) Termination By Company without Cause or By Executive for Good\nReason. If the Executive's employment is terminated by the Company without Cause\n(other than Disability) or by the Executive for Good Reason:\n\n                  (i) the Company shall pay to the Executive, on or before the\n         Date of Termination, a lump sum payment equal to the sum of (A) Base\n         Salary and accrued vacation pay through the Date of Termination, (B)\n         three times the Base Salary and (C) the higher of $5,000,000 or three\n         times the highest Annual Bonus paid with respect to any fiscal year\n         beginning during the Employment Period;\n\n                  (ii) the Company shall continue to provide the Executive and\n         her eligible spouse and dependents for a period equal to the greater of\n         (A) the remaining term of the Employment Period, or (B) three (3) years\n         following the Date of Termination, the medical, hospitalization, dental\n         and life insurance programs provided for in Section 5(f), as if she had\n         remained employed; provided, that if the Executive, her spouse or her\n         eligible dependents cannot continue to participate in the Company\n         programs providing such benefits, the Company shall arrange to provide\n         the Executive and her spouse and dependents with the economic\n         equivalent of the benefits they otherwise would have been entitled to\n         receive under such plans and programs; and provided, further, that such\n         benefits shall terminate on the date or dates the Executive becomes\n         eligible to receive equivalent coverage and benefits under the plans\n         and programs of a subsequent employer at an equivalent cost to the\n         Executive (such coverage and benefits to be determined on a\n         coverage-by-coverage, or benefit-by-benefit, basis);\n\n                  (iii) the Company shall, consistent with past practice,\n         reimburse the Executive pursuant to Section 5(d) for business expenses\n         incurred but not paid prior to such termination of employment; \n\n                  (iv) until the third anniversary of the Date of Termination,\n         the Company shall continue to provide the Executive with (A) the\n         benefits set forth in Sections 5(c) and \n\n                                      -5-\n\n\n         5(g) hereof and (B) an office and an assistant in each of New York, New\n         York and Westport, Connecticut; and\n\n                  (v) the Executive shall be entitled to any other rights,\n         compensation and\/or benefits as may be due to the Executive in\n         accordance with the terms and provisions of any agreements, plans or\n         programs of the Company (other than any severance-based plan or\n         program).\n\nThe payments and benefits provided for as subclause (A) of clause (i) above and\nin clause (iii) above are hereinafter referred to as the \"Accrued Obligations\".\n\n         (b) Cause or By Executive Without Good Reason. If the Executive's\nemployment is terminated by the Company for Cause or by the Executive other than\nfor Good Reason, then the Company shall provide the Executive with her Accrued\nObligations and shall have no further obligation to the Executive hereunder.\n\n         (c) Disability. During any period that the Executive fails to perform\nher duties hereunder as a result of incapacity due to physical or mental illness\n(\"Disability Period\"), the Executive shall continue to receive her full Base\nSalary set forth in Section 5(a) until her employment is terminated pursuant to\nSection 6(b). In the event the Executive's employment is terminated for\nDisability pursuant to Section 6(b), the Company shall provide the Executive\nwith the excess, if any, of her full Base Salary over the amount of any\nlong-term disability benefits that she receives under the Company's welfare\nbenefit plans and programs, payable in accordance with the normal payroll\npractices of the Company, for the remainder of the Employment Period and shall\nhave no further obligations to the Executive hereunder.\n\n         (d) Death. If the Executive's employment is terminated by her death,\nthe Company shall provide to the Executive's beneficiary, legal representatives\nor estate, as the case may be, the Executive's full Base Salary, payable in\naccordance with the normal payroll practices of the Company, for a period equal\nto the remaining term of the Employment Period and shall have no further\nobligations hereunder.\n\n         (e) Mitigation. The Executive shall not be required to mitigate damages\nwith respect to the termination of her employment under this Agreement by\nseeking other employment or otherwise, and there shall be no offset against\namounts due the Executive under this Agreement on account of subsequent\nemployment except as specifically provided in this Section 8. Additionally,\namounts owed to the Executive under this Agreement shall not be offset by any\nclaims the Company may have against the Executive, and the Company's obligation\nto make the payments provided for in this Agreement, and otherwise to perform\nits obligations hereunder, shall not be affected by any other circumstances,\nincluding, without limitation, any counterclaim, recoupment, defense or other\nright which the Company may have against the Executive or others.\n\n                                      -6-\n\n\n         9. Confidential Information; Non-Competition; Nonsolicitation.\n\n         (a) Confidential Information. Except as may be required or appropriate\nin connection with her carrying out her duties under this Agreement, the\nExecutive shall not, without the prior written consent of the Company or as may\notherwise be required by law or any legal process, or as is necessary in\nconnection with any adversarial proceeding against the Company (in which case\nthe Executive shall cooperate with the Company in obtaining a protective order\nat the Company's expense against disclosure by a court of competent\njurisdiction), communicate, to anyone other than the Company and those\ndesignated by the Company or on behalf of the Company in the furtherance of its\nbusiness or to perform her duties hereunder, any trade secrets, confidential\ninformation, knowledge or data relating to the Company and its businesses and\ninvestments, obtained by the Executive during the Executive's employment by the\nCompany and MSLO LLC that is not generally available public knowledge (other\nthan by acts by the Executive in violation of this Agreement).\n\n         (b) Noncompetition. During the Employment Period and until the 12-month\nanniversary of the Executive's Date of Termination if the Executive's employment\nis terminated by the Company for Cause or the Executive terminates employment\nwithout Good Reason, the Executive shall not engage in or become associated with\nany Competitive Activity. For purposes of this Section 9(b), a \"Competitive\nActivity\" shall mean any business or other endeavor that engages in any country\nin which the Company has significant business operations as of the Date of\nTermination to a significant degree in a business that directly competes with\nall or any substantial part of the Company's business of (i) producing\ntelevision and other video programs related to the subject matter of Martha\nStewart Living Magazine (the \"Magazine\") or other magazines of the Company, (ii)\ndesigning, developing, licensing, promoting and selling merchandise through\ncatalogs, direct marketing, Internet commerce and retail stores of the product\ncategories in which the Company so participates as of the Date of Termination or\nusing the Executive's name, likeness, image, or voice to promote or market any\nsuch product or service or (iii) the creation, publication or distribution of\nregular or special issues of a magazine in the genre or magazine category of the\nMagazine (the activities described in clauses (i) through (iii), the\n\"Business\"); provided, that, a Competitive Activity shall not include (i) any\nspeaking engagement to the extent such speaking engagement does not promote or\nendorse a product or service of the Business, (ii) the writing of any book or\narticle relating to subjects other than the Business (e.g., nonfiction relating\nto the Executive's career or general business advice) or (iii) the television,\nvideo or movie business so long as such business does not relate to the\nBusiness. The Executive shall be considered to have become \"associated with a\nCompetitive Activity\" if she becomes involved as an owner, employee, officer,\ndirector, independent contractor, agent, partner, advisor, or in any other\ncapacity calling for the rendition of the Executive's personal services, with\nany individual, partnership, corporation or other organization that is engaged\nin a Competitive Activity and her involvement relates to a significant extent to\nthe Competitive Activity of such entity; provided, however, that the Executive\nshall not be prohibited from (a) owning less than one percent (1%) of any\npublicly traded corporation, whether or not such corporation is in competition\nwith the Company or (b) serving as a director of a corporation or other entity\nthe primary business of which is not a Competitive Activity. If, at any time,\nthe provisions of this Section 9(b) shall be determined to be invalid or\nunenforceable, by reason of \n\n                                      -7-\n\n\nbeing vague or unreasonable as to area, duration or scope of activity, this\nSection 9(b) shall be considered divisible and shall become and be immediately\namended to only such area, duration and scope of activity as shall be determined\nto be reasonable and enforceable by the court or other body having jurisdiction\nover the matter; and the Executive agrees that this Section 9(b) as so amended\nshall be valid and binding as though any invalid or unenforceable provision had\nnot been included herein.\n\n         (c) Nonsolicitation. During the Employment Period, and for 12 months\nafter the Executive's Date of Termination if the Executive's employment is\nterminated by the Company for Cause or the Executive terminates employment\nwithout Good Reason, the Executive will not, directly or indirectly, solicit for\nemployment by other than the Company any person (other than any personal\nsecretary or assistant hired to work directly for the Executive) employed by the\nCompany or its affiliated companies, nor will the Executive, directly or\nindirectly, solicit for employment by other than the Company any person known by\nthe Executive (after reasonable inquiry) to be employed at the time by the\nCompany or its affiliated companies.\n\n         (d) Injunctive Relief. In the event of a breach or threatened breach of\nthis Section 9, the Executive agrees that the Company shall be entitled to\ninjunctive relief in a court of appropriate jurisdiction to remedy any such\nbreach or threatened breach, the Executive acknowledging that damages would be\ninadequate and insufficient.\n\n         10. Indemnification.\n\n         (a) General. The Company agrees that if the Executive is made a party\nor is threatened to be made a party to any action, suit or proceeding, whether\ncivil, criminal, administrative or investigative (a \"Proceeding\"), by reason of\nthe fact that the Executive is or was a trustee, director or officer of the\nCompany, MSLO LLC, or any predecessor to MSLO LLC (including any sole\nproprietorship owned by the Executive) or any of their affiliates or is or was\nserving at the request of the Company, MSLO LLC, any predecessor to MSLO LLC\n(including any sole proprietorship owned by the Executive), or any of their\naffiliates as a trustee, director, officer, member, employee or agent of another\ncorporation or a partnership, joint venture, limited liability company, trust or\nother enterprise, including, without limitation, service with respect to\nemployee benefit plans, whether or not the basis of such Proceeding is alleged\naction in an official capacity as a trustee, director, officer, member, employee\nor agent while serving as a trustee, director, officer, member, employee or\nagent, the Executive shall be indemnified and held harmless by the Company to\nthe fullest extent authorized by Delaware law, as the same exists or may\nhereafter be amended, against all Expenses incurred or suffered by the Executive\nin connection therewith, and such indemnification shall continue as to the\nExecutive even if the Executive has ceased to be an officer, director, trustee\nor agent, or is no longer employed by the Company and shall inure to the benefit\nof her heirs, executors and administrators.\n\n         (b) Expenses. As used in this Agreement, the term \"Expenses\" shall\ninclude, without limitation, damages, losses, judgments, liabilities, fines,\npenalties, excise taxes, settlements, and costs, attorneys' fees, accountants'\nfees, and disbursements and costs of \n\n                                      -8-\n\n\nattachment or similar bonds, investigations, and any expenses of establishing a\nright to indemnification under this Agreement.\n\n         (c) Enforcement. If a claim or request under this Section 10 is not\npaid by the Company or on its behalf, within thirty (30) days after a written\nclaim or request has been received by the Company, the Executive may at any time\nthereafter bring suit against the Company to recover the unpaid amount of the\nclaim or request and if successful in whole or in part, the Executive shall be\nentitled to be paid also the expenses of prosecuting such suit. All obligations\nfor indemnification hereunder shall be subject to, and paid in accordance with,\napplicable Delaware law.\n\n         (d) Partial Indemnification. If the Executive is entitled under any\nprovision of this Agreement to indemnification by the Company for some or a\nportion of any Expenses, but not, however, for the total amount thereof, the\nCompany shall nevertheless indemnify the Executive for the portion of such\nExpenses to which the Executive is entitled.\n\n         (e) Advances of Expenses. Expenses incurred by the Executive in\nconnection with any Proceeding shall be paid by the Company in advance upon\nrequest of the Executive that the Company pay such Expenses, but only in the\nevent that the Executive shall have delivered in writing to the Company (i) an\nundertaking to reimburse the Company for Expenses with respect to which the\nExecutive is not entitled to indemnification and (ii) a statement of her good\nfaith belief that the standard of conduct necessary for indemnification by the\nCompany has been met.\n\n         (f) Notice of Claim. The Executive shall give to the Company notice of\nany claim made against her for which indemnification will or could be sought\nunder this Agreement. In addition, the Executive shall give the Company such\ninformation and cooperation as it may reasonably require and as shall be within\nthe Executive's power and at such times and places as are convenient for the\nExecutive.\n\n         (g) Defense of Claim. With respect to any Proceeding as to which the\nExecutive notifies the Company of the commencement thereof:\n\n                  (i) The Company will be entitled to participate therein at its\n         own expense;\n\n                  (ii) Except as otherwise provided below, to the extent that it\n         may wish, the Company will be entitled to assume the defense thereof,\n         with counsel reasonably satisfactory to the Executive, which in the\n         Company's sole discretion may be regular counsel to the Company and may\n         be counsel to other officers and directors of the Company or any\n         subsidiary. The Executive also shall have the right to employ her own\n         counsel in such action, suit or proceeding if she reasonably concludes\n         that failure to do so would involve a conflict of interest between the\n         Company and the Executive, and under such circumstances the fees and\n         expenses of such counsel shall be at the expense of the Company.\n\n                                      -9-\n\n\n                  (iii) The Company shall not be liable to indemnify the\n         Executive under this Agreement for any amounts paid in settlement of\n         any action or claim effected without its written consent. The Company\n         shall not settle any action or claim in any manner which would impose\n         any penalty that would not be paid directly or indirectly by the\n         Company or limitation on the Executive without the Executive's written\n         consent. Neither the Company nor the Executive will unreasonably\n         withhold or delay their consent to any proposed settlement.\n\n         (h) Non-exclusivity. The right to indemnification and the payment of\nexpenses incurred in defending a Proceeding in advance of its final disposition\nconferred in this Section 10 shall not be exclusive of any other right which the\nExecutive may have or hereafter may acquire under any statute or certificate of\nincorporation or by-laws of the Company or any subsidiary, agreement, vote of\nshareholders or disinterested directors or trustees or otherwise.\n\n         11. Legal Fees and Expenses. If any contest or dispute shall arise\nbetween the Company and the Executive regarding any provision of this Agreement,\nthe Company shall reimburse the Executive for all legal fees and expenses\nreasonably incurred by the Executive in connection with such contest or dispute,\nbut only if the Executive prevails to a substantial extent with respect to the\nExecutive's claims brought and pursued in connection with such contest or\ndispute. Such reimbursement shall be made as soon as practicable following the\nresolution of such contest or dispute (whether or not appealed) to the extent\nthe Company receives reasonable written evidence of such fees and expenses.\n\n         12. Successors; Binding Agreement.\n\n         (a) Company's Successors. No rights or obligations of the Company under\nthis Agreement may be assigned or transferred, except that the Company shall\nrequire any successor (whether direct or indirect, by purchase, merger,\nconsolidation or otherwise) to all or substantially all of the business and\/or\nassets of the Company to expressly assume and agree to perform this Agreement in\nthe same manner and to the same extent that the Company would be required to\nperform it if no such succession had taken place. As used in this Agreement,\n\"Company\" shall include any successor to its business and\/or assets (by merger,\npurchase or otherwise) which executes and delivers the agreement provided for in\nthis Section 12 or which otherwise becomes bound by all the terms and provisions\nof this Agreement by operation of law.\n\n         (b) Executive's Successors. No rights or obligations of the Executive\nunder this Agreement may be assigned or transferred by the Executive other than\nher rights to payments or benefits hereunder, which may be transferred only by\nwill or the laws of descent and distribution. Upon the Executive's death, this\nAgreement and all rights of the Executive hereunder shall inure to the benefit\nof and be enforceable by the Executive's beneficiary or beneficiaries, personal\nor legal representatives, or estate, to the extent any such person succeeds to\nthe Executive's interests under this Agreement. If the Executive should die\nfollowing her Date of Termination while any amounts would still be payable to\nher hereunder if she had continued to live, all such amounts unless otherwise\nprovided herein shall be paid in accordance with the\n\n                                      -10-\n\n\nterms of this Agreement to such person or persons so appointed in writing by the\nExecutive, or otherwise to her legal representatives or estate.\n\n         13. Notice. For the purposes of this Agreement, notices, demands and\nall other communications provided for in this Agreement shall be in writing and\nshall be deemed to have been duly given when delivered either personally or by\nUnited States certified or registered mail, return receipt requested, postage\nprepaid, addressed as follows: \n\n         If to the Executive:\n\n         At her residence address most recently filed with the Company.\n\n\n\n         If to the Company:\n\n         Martha Stewart Living Omnimedia LLC \n         20 West 43rd Street \n         New York, New York 10036 \n         Attention: General Counsel\n\n         with a copy to:\n\n         Wachtell, Lipton, Rosen &amp; Katz\n         51 West 52nd Street\n         New York, New York  10019\n         Attention:  Andrew J. Nussbaum\n\nor to such other address as any party may have furnished to the others in\nwriting in accordance herewith, except that notices of change of address shall\nbe effective only upon receipt.\n\n         14. Miscellaneous. No provisions of this Agreement may be amended,\nmodified, or waived unless such amendment or modification is agreed to in\nwriting signed by the Executive and by a duly authorized officer of the Company,\nand such waiver is set forth in writing and signed by the party to be charged.\nNo waiver by either party hereto at any time of any breach by the other party\nhereto of any condition or provision of this Agreement to be performed by such\nother party shall be deemed a waiver of similar or dissimilar provisions or\nconditions at the same or at any prior or subsequent time. No agreements or\nrepresentations, oral or otherwise, express or implied, with respect to the\nsubject matter hereof have been made by either party which are not set forth\nexpressly in this Agreement. The respective rights and obligations of the\nparties hereunder of this Agreement shall survive the Executive's termination of\nemployment and the termination of this Agreement to the extent necessary for the\nintended preservation of such rights and obligations. Except or otherwise\nprovided in Section 10 hereof, the validity, interpretation, construction and\nperformance of this Agreement shall be governed by the laws of the State of New\nYork without regard to its conflicts of law principles.\n\n                                      -11-\n\n\n         15. Validity. The invalidity or unenforceability of any provision or\nprovisions of this Agreement shall not affect the validity or enforceability of\nany other provision of this Agreement, which shall remain in full force and\neffect.\n\n         16. Counterparts. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed to be an original but all of which\ntogether will constitute one and the same instrument.\n\n         17. Entire Agreement. This Agreement and the Location Rental Agreement\nset forth the entire agreement of the parties hereto in respect of the subject\nmatter contained herein and supersedes all prior agreements, promises,\ncovenants, arrangements, communications, representations or warranties, whether\noral or written, by any officer, employee or representative of any party hereto\nin respect of such subject matter including, without limitation, the Integrated\nAgreement with Respect to Employment and Property Services, License and\nNoncompetition Matters by and between MSLO LLC and the Executive, dated February\n3, 1997, the License Agreement by and between MSLO LLC and the Executive, dated\nFebruary 3, 1997, and the Non-Competition Agreement by and between the Executive\nand MSLO LLC, dated February 3, 1997. Any prior agreement of the parties hereto\nin respect of the subject matter contained herein is hereby terminated and\ncanceled.\n\n         18. Withholding. All payments hereunder shall be subject to any\nrequired withholding of Federal, state and local taxes pursuant to any\napplicable law or regulation.\n\n         19. Section Headings. The section headings in this Employment Agreement\nare for convenience of reference only, and they form no part of this Agreement\nand shall not affect its interpretation.\n\n                                      -12-\n\n\n         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on\nthe date first above written.\n\n\n\n                                           MARTHA STEWART LIVING\n                                           OMNIMEDIA, INC.\n\n\n                                           By:\n                                             ----------------------------------\n\n                                           EXECUTIVE\n\n\n                                           ------------------------------------\n                                           Martha Stewart\n\n                                      -13-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8137],"corporate_contracts_industries":[9464],"corporate_contracts_types":[9539,9544],"class_list":["post-39964","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-martha-stewart-living-omnimedia-inc","corporate_contracts_industries-media__books","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\/39964","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=39964"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39964"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39964"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39964"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}