ex10-2.htm


    Exhibit
      10.2



    EMPLOYMENT
      AGREEMENT

     

    I,
      Kenneth P. West, agree to the terms and conditions of employment with Marvel
      Entertainment, Inc. (“Company”) set forth in this employment agreement
      (“Agreement”).

     

    1.           Term
      of Employment. My employment under this Agreement (“Term”) shall
      commence on May 28, 2007 and shall end on May 31, 2009 (“Expiration Date”) or
      such earlier date on which my employment is terminated under Section 5 of this
      Agreement.  If the Company continues to employ me beyond the
      Expiration Date without entering into a written agreement extending the term
      of
      this Agreement, except as provided in a new written employment agreement between
      the Company and me, all obligations and rights under this Agreement shall lapse
      as of the Expiration Date, except my confidentiality and other obligations
      under
      Section 6, the Company’s ongoing indemnification obligation under Section 8, and
      our mutual arbitration obligations under Section 9, and I thereafter shall
      be an
      at-will employee of the Company.

     

    2.           Nature
      of Duties.  I shall be the Company’s Executive Vice President
      and Chief Financial Officer, and I shall report to the members of the Company’s
      Office of the Chief Executive or their designee, or to such other person as
      the
      Company’s Board of Directors (“Board”) or its designee shall
      designate.  I shall work exclusively for the Company and shall have
      all of the customary powers and duties associated with that position, together
      with such other and further duties as the Company shall from time to time assign
      me.  I shall devote my full business time and effort to the
      performance of my duties for the Company, which I shall perform faithfully
      and
      to the best of my ability.  I shall be subject to the Company’s
      policies, procedures and approval practices, as generally in effect from time
      to
      time.

     

    I
      further
      agree to accept election, and to serve during all or any part of the Term,
      as an
      officer or director of the Company and of any subsidiary or affiliate of the
      Company, without any compensation therefor other than that specified in this
      Agreement, if elected to any such position by the stockholders or by the Board
      or of any subsidiary or affiliate, as the case may be.  Unless
      otherwise agreed to in writing by the Company and me, I shall immediately resign
      any such office or directorship upon the expiration of the Term.

     

    3.           Place
      of Performance.  I shall be based at the Company’s principal
      executive office in New York City, except for required travel on the Company’s
      business.  Any business travel shall be arranged in accordance with
      the travel policies and procedures established by the Company.

     

    4.           Compensation
      and Related Matters.

     

    (a)           Base
      Salary.  The Company shall pay me base salary at an annual
      rate of $425,000, or such higher rate as it elects to pay me.  My base
      salary shall be paid in conformity with the Company’s salary payment practices
      generally applicable to other similarly situated Company
      employees.  In addition to my base salary, I shall receive
      $1,000

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    per
      month
      (the amount formerly provided to me as “car allowance”) as salary not subject to
      raises, bonuses or severance pay.

     

    (b)           Bonuses.  I
      will be eligible to receive an annual cash bonus, in such amount (if any) as
      the
      Board may determine in its sole discretion, based in whole or in part upon
      the
      attainment of performance goals set by the Board (the “Bonus Performance
      Goals”).  My target annual bonus amount shall be 50% of my Base Salary
      received for the year.  The Board shall have the sole discretion to
      determine whether I have attained the Bonus Performance Goals.  Each
      annual bonus shall be paid when annual bonuses are paid generally to the
      Company’s other similarly situated employees but in no event later than a day
      that is within the first two and one-half months of the next calendar
      year.

     

    (c)           Standard
      Benefits.  During my employment, I shall be entitled to
      participate in all employee benefit plans and programs (including any group
      health plans, qualified pension plans, and 401(k) plans) to the same extent
      generally available to other similarly situated Company employees, in accordance
      with the terms of those plans and programs.  The Company shall have
      the right to terminate or change any such plan or program at any
      time.

     

    (d)           Vacation.  I
      shall be entitled to a vacation period or periods of three (3) weeks per year
      taken in accordance with the vacation policy of the Company during each year
      of
      the Term.  Vacation time not used by the end of a calendar year shall
      be forfeited.

     

    (e)           Expenses.  I
      shall be entitled to receive prompt reimbursement for all reasonable and
      customary travel and business expenses I incur in connection with my employment,
      but I must incur and account for those expenses in accordance with the policies
      and procedures established by the Company, subject to my understanding that
      any
      reimbursements for expenses I incur in a calendar year must be submitted for
      reimbursement and reimbursed not later than the last day of the next calendar
      year.

     

    5.           Termination.

     

    (a)           Rights
      and Duties.  If my employment is terminated, I shall be
      entitled to the amounts or benefits shown on the applicable row of the following
      table, subject to the balance of this Section 5.  The Company and I
      shall have no further obligations to each other, except the Company’s ongoing
      indemnification obligation under Section 8, my confidentiality and other
      obligations under Section 6, and our mutual arbitration obligations under
      Section 9, or as set forth in any written agreement I subsequently enter into
      with the Company.  In no event will any of the payments to be made
      under this section be made later than the seventy-fourth (74th) day of the
      next
      fiscal year after they become payable.

     

    
      	
              DISCHARGE
                FOR CAUSE

            	
              Payment
                or provision when due of (1) any unpaid base salary, expense
                reimbursements, and vacation days accrued prior to termination of
                employment, and (2) other unpaid vested amounts or benefits under
                Company
                compensation, incentive, and benefit
                plans.

            


    

     

     

     

    
      
        
        

      

      
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              DEATH
                OR DISABILITY

            	
              Same
                as for “Discharge for Cause” EXCEPT that, in exchange for my (or my
                estate’s) execution of a release in accordance with this section and
                provided that I have not violated any of my obligations under Section
                6,
                below, (1) I (or my estate) will receive the bonus, if any, that
                the
                Company awarded me for the previously completed fiscal year, if unpaid;
                (2) I (or my estate) will receive a portion of the bonus that the
                Company
                would have awarded me for the fiscal year in which termination occurs,
                prorated for the number of days I actually worked for the Company
                in that
                fiscal year (and payable when such bonus would have been paid had
                my
                employment not terminated); (3) any award made to me under the Company’s
                stock incentive plan(s) or cash incentive compensation plan(s) shall
                immediately vest in full; and (4) any stock options awarded to me
                by the
                Company shall remain exercisable for 90 days after my termination
                date.

            
	
              DISCHARGE
                OTHER THAN FOR CAUSE, DEATH, OR DISABILITY

            	
              Same
                as for “Discharge for Cause” EXCEPT that, in exchange for my execution of
                a release in accordance with this section and provided that I have
                not
                violated any of my obligations under Section 6, below, (1) my base
                salary,
                but not my employment, shall continue for 12 months after my termination
                date or until such date as I commence employment with another entity
                (or
                self-employment), whichever comes first; (2) I will receive the bonus,
                if
                any, that the Company awarded me for the previously completed fiscal
                year,
                if unpaid; (3) I will receive a portion of the bonus that the Company
                would have awarded me for the fiscal year in which termination occurs,
                prorated for the number of days I actually worked for the Company
                in that
                fiscal year (and payable when such bonus would have been paid had
                my
                employment not terminated); (4) the Company will reimburse me for
                the cost
                of any COBRA health continuation coverage I purchase (in excess of
                the
                amount I would have paid for group health coverage had I remained
                on the
                Company’s group health plan as an employee) until the earlier of (A) the
                date on which I become eligible for health insurance benefits under
                another employer’s plan or (B) 12 months after the date of discharge; (5)
                any award made to me under the Company’s stock incentive plan(s) or cash
                incentive compensation plan(s) shall continue to vest during the
                period
                described in clause (1) of this sentence; and (6) any stock options
                awarded to me by the Company shall remain exercisable, to the extent
                vested, for 90 days after the expiration of the period described
                in clause
                (1) of this sentence.

            


    

     

     

    
      
        
        

      

      
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              RESIGNATION
                WITHOUT GOOD REASON

            	
              Same
                as for “Discharge for Cause.”

            
	
              RESIGNATION
                WITH GOOD REASON

            	
              Same
                as for “Discharge Other Than for Cause, Death, or
                Disability.”

            
	
              TERMINATION
                WITHOUT CAUSE OR RESIGNATION WITH GOOD REASONS WITHIN 12 MONTHS AFTER
                A
                THIRD PARTY CHANGE IN CONTROL

            	
              Same
                as for “Discharge for Cause” EXCEPT that, in exchange for my execution of
                a release in accordance with this section and provided that I have
                not
                violated any of my obligations under Section 6, below, (1) I will
                receive,
                in a lump sum within 30 days after my termination date, an amount
                equal to
                two times the sum of (A) my then current Base Salary and (B) the
                average
                of the two most recent annual bonuses paid to me by the Company (treating
                any annual bonus which is not paid as a result of my failure to attain
                the
                Bonus Performance Goals as having been paid in an amount equal to
                zero) or
                if only one annual bonus has been paid to me by the Company, the
                amount of
                that annual bonus; (2) I will receive the bonus, if any, that the
                Company
                awarded me for the previously completed fiscal year, if unpaid; (3)
                I will
                receive a portion of the bonus that the Company would have awarded
                me for
                the fiscal year in which termination occurs, prorated for the number
                of
                days I actually worked for the Company in that fiscal year (and payable
                when such bonus would have been paid had my employment not terminated);
                (4) the Company will reimburse me for the cost of any COBRA health
                continuation coverage I purchase (in excess of the amount I would
                have
                paid for group health coverage had I remained on the Company’s group
                health plan as an employee) until the earlier of (A) the date on
                which I
                become eligible for health insurance benefits under another employer’s
                plan or (B) twelve months after my termination date; (5) any award
                made to
                me under the Company’s stock incentive plan(s) or cash incentive
                compensation plan(s) shall continue to vest for twelve months after
                my
                termination date; and (6) any stock options awarded to me by the
                Company
                shall remain exercisable, to the extent vested, for 90 days after
                the
                twelve-month anniversary of my termination date

              Any
                payments or benefits provided to me in connection with a Third Party
                Change on Control shall be in lieu of any other benefits or payment
                available or otherwise payable to me under this Section
                5.

            


    

     

     

    
 

    
      
        
        

      

      
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              EXPIRATION
                OF AGREEMENT

            	
              Same
                as for “Discharge for Cause.”

            


    

     

    (b)           Discharge
      for Cause.  The Company may terminate my employment at any
      time if the Board believes that it has Cause to terminate me.  “Cause”
means that one or more of the following events occurred:

     

    (i)           my
      indictment for, or conviction of, a felony, a crime involving theft,
      fraud, dishonesty or moral turpitude, or any violation of any federal or
      state securities law (whether by plea of nolo contendere or otherwise)
      or my being enjoined from violating any federal or state securities law or
      being
      determined to have violated any such law.

     

    (ii)           my
      refusal to follow the Company’s lawful directions or my material failure to
      perform my duties (other than by reason of physical or mental illness, injury,
      or condition), in either case, after I have been given notice of my default
      and
      five business days to cure my default;

     

    (iii)           my
      engaging in conduct constituting embezzlement, willful assistance to a
      competitor, fraud, misappropriation, material violation of the Company’s
      anti-discrimination, equal employment opportunity, prohibition against
      harassment or similar policies or material violation of the Company’s insider
      trading policy, corporate code of business conduct and ethics or other material
      policy, or my engaging in conduct tending to bring the Company or any other
      member of the Group (as defined in Section 6(a), below) into public disgrace
      or
      disrepute;

     

    (iv)           my
      failure (including, but not limited to, my refusal to be deposed or to provide
      testimony at any trial or inquiry) to cooperate, if requested by the Board,
      with
      any investigation or inquiry, whether internal or external, into my actions
      (or
      inactions) or the Company’s business practices;

     

    (v)           my
      possession on Company premises of any prohibited drug or substance that would
      amount to a criminal offense;

     

    (vi)           my
      gross misconduct or gross negligence in connection with the business of the
      Company or any affiliate;

     

    (vii)           my
      material breach of this Agreement, including of any promise I made in Section
      6,
      below; or

     

    (viii)                    my
      seeking, exploring, or accepting a position with another business enterprise
      or
      venture without the Company’s written consent at any time more than 90 days
      before the Expiration Date.

     


    
      
        
        

      

      
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    If
      my
      employment ends for any reason other than discharge by the Company for Cause,
      but at a time when the Company had Cause to terminate me (or would have had
      Cause if it then knew all relevant facts), my termination shall be treated
      as a
      discharge by the Company for Cause.

     

    (c)           Termination
      for Disability.  Except as prohibited by applicable law, the
      Company may terminate my employment on account of Disability, or may transfer
      me
      to inactive employment status, which shall have the same effect under this
      Agreement as a termination for Disability.  “Disability” means a
      physical or mental illness, injury, or condition that prevents me from
      performing substantially all of my duties under this Agreement for at least
      90
      consecutive calendar days or for at least 120 calendar days, whether or not
      consecutive, in any 365 calendar-day period, or is likely to do so, as certified
      by a physician selected by the Company.

     

    (d)           Discharge
      Other Than for Cause, Death, or Disability.  The Company may
      terminate my employment at any time for any reason, and without advance
      notice.  If I am terminated by the Company other than for Cause,
      Death, or Disability, I will receive the special benefits provided for a
      non-Cause discharge under Section 5(a) only if I sign a separation agreement
      and
      general release form furnished to me by the Company within 45 days from its
      delivery to me (or such shorter deadline as the Company establishes at the
      time)
      and I do not thereafter properly revoke the release.

     

    (e)           Resignation.  I
      promise not to resign my employment before the Expiration Date unless I have
      been given Good Reason to do so, and, in any event, not without giving the
      Company at least 90 days’ advance written notice.  If I break that
      promise and resign other than for Good Reason, I shall nevertheless remain
      employed under this Agreement except to the extent the Company elects to cancel
      it.  If I resign other than for Good Reason and the Company accepts my
      resignation, the Company may do so effective on the date set forth in my notice
      or any earlier date.  If I resign for Good Reason, my employment will
      end on my last date of work and I will receive the benefits to which I am
      entitled under Section 5(a), but only if I sign a separation agreement and
      general release form furnished to me by the Company within 45 days from its
      delivery to me (or such shorter deadline as the Company establishes at the
      time)
      and I do not thereafter properly revoke the release. “Good Reason” means that,
      without my express written consent, one or more of the following events occurred
      after my execution of this Agreement and was not reversed or cured within 30
      days of my giving the Company written notice that I consider the event (if
      it
      remains) to have given me “Good Reason” for resigning:

     

    (i)           a
      substantial and adverse diminishment of my duties or
      responsibilities;

     

    (ii)           a
      transfer of my principal office to a location more than 50 miles from the
      location set forth in Section 3, above;

     

    (iii)           the
      Company’s material breach of this Agreement; or

     


    
      
        
        

      

      
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    (iv)           the
      distribution of financial statements of the Company to any third party where
      (A)
      I have informed the Chairman of the Board of Directors and/or the Chairman
      of
      the Board’s Audit Committee that I object to the presentation of any material
      matter contained in those financial statements on the basis that it does not
      adequately conform to generally accepted accounting principles, (B) the
      Company’s independent registered public accounting firm agrees with my position,
      and (C) the financial statements failed to clearly disclose my objections,
      including the effect on the financial statements if they were to be revised
      to
      comply with my position.

     

    An
      event that is or would constitute
      Good Reason, however, shall cease to be Good Reason if:  (1) I do not
      terminate employment within 30 days after the end of the 30-day notice period
      referred to above; or (2) I was a primary instigator of the Good Reason event
      and the circumstances make it inappropriate for me to receive Good Reason
      resignation benefits under this Agreement.

     

    (f)           Death.  If
      I die while employed under this Agreement, my employment shall be considered
      terminated as of my date of death and the payments required by Section 5(a)
      in
      the event of my death shall be made.

     

    (g)           Transfers
      to Group Member.  My transfer to another member of the Group
      shall not be deemed a termination of my employment under this Agreement if
      it
      assumes this Agreement.

     

    (h)           Disputes
      Under This Section.  All disputes relating to this Agreement,
      including disputes relating to this section, shall be resolved by final and
      binding arbitration under Section 9.  For example, if the Company and
      I disagree as to whether the Company had Cause to terminate my employment,
      we
      will resolve the dispute through arbitration; the arbitrator will decide whether
      the Company had Cause to terminate my employment.

     

    (i)           Amounts
      Owed to the Company.  Any amounts payable to me under this
      section shall first be applied to repay any amounts I owe the
      Company.

     

    (j)           Third
      Party Change in Control.  For purposes of this Agreement, a
      Third Party Change in Control shall be deemed to have occurred if (i) any
“person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than an
      Excluded Person or Excluded Group (as defined below) (hereinafter, a “Third
      Party”), is or becomes the “beneficial owner” (as defined below), directly or
      indirectly, of securities of the Company representing fifty percent (50%) or
      more of the combined voting power of the Company’s then outstanding securities
      entitled to vote in the election of directors of the Company, (ii) the Company
      is a party to any merger, consolidation or similar transaction as a result
      of
      which the shareholders of the Company immediately prior to the transaction
      beneficially own securities of the surviving entity representing less than
      fifty
      percent (50%) of the combined voting power of the surviving entity’s outstanding
      securities entitled to vote in the election of directors of the surviving
      entity, or (iii) all or substantially all of the assets of the Company are
      acquired by a Third Party.  “Excluded Group” means a “group” (as that
      term is used in

     


    
      
        
        

      

      
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    Sections
      13(d) and 14(d) of the Exchange Act) that includes one or more Excluded Persons;
      provided that the voting power of the voting stock of the Company beneficially
      owned by those Excluded Persons represents a majority of the voting power of
      the
      voting stock beneficially owned by the group.  “Excluded Person” means
      Isaac Perlmutter, any spouse or descendant of Mr. Perlmutter, any trust
      established solely for the benefit of, and any charitable trust or foundation
      established by, Mr. Perlmutter or his spouse or descendants and each of their
      respective affiliates and estates.  “Beneficial owner”, “beneficially
      own” and “beneficially owned” have the same meanings as in Rule 13d-3 under the
      Exchange Act.

     

    (k)           Section
      409A.   Notwithstanding anything in this Section 5 to
      the contrary, if and to the extent that the Company determines in good faith
      that (i) any payment or benefit that exceeds two times the limit in effect
      under
      Code Section 401(a)(17) for the calendar year of my termination (or, if less,
      two times my annualized compensation for the preceding calendar year) and that
      is otherwise payable to me under this Section 5 constitutes a “deferral of
      compensation” under Section 409A of the Internal Revenue Code of 1986, as
      amended (the “Code”) (as set forth in Treasury Regulations or binding
      administrative notices or rulings issued by the Internal Revenue Service) and
      (ii) I am a “specified employee” within the meaning of Code Section
      409A(a)(2)(B)(i), then the Company shall delay commencement of any such payment
      or benefit until six months after my last day of employment with the Company
      (the “409A Suspension Period”).  Within fourteen calendar days after
      the end of the 409A Suspension Period, the Company shall pay me a lump sum
      payment in cash equal to any payments (including interest on any such payments,
      at an interest of not less than the prime interest rate, as published in The
      Wall Street Journal, over the period such payment is restricted from being
      paid to me) and benefits that the Company would otherwise have been required
      to
      provide under this Section 5 but for the imposition of the 409A Suspension
      Period.  Thereafter, I shall receive any remaining payments and
      benefits due under this Section 5 in accordance with the terms of this section
      (as if there had not been any suspension period beforehand).

     

    (l)           Golden
      Parachute Limitation.  If
      any  payment  or benefit (within the meaning of Section
      280G(b)(2) of the Code), to me or for my benefit paid or payable or distributed
      or distributable pursuant to the terms of this Agreement or otherwise in
      connection with, or arising out of, my employment with the Company or a change
      in ownership or effective control of the Company or of a substantial portion
      of
      its assets (a “Parachute Payment” or “Parachute Payments”), would be subject to
      the excise tax imposed by Section 4999 of the Code or any interest or penalties
      are incurred by me with respect to such excise tax (such excise tax, together
      with any such interest and penalties, are hereinafter collectively referred
      to
      as the “Excise Tax”), then I will be entitled to receive an additional payment
      (a “Gross-Up Payment”) in an amount such that after payment by me of all taxes
      (including any interest or penalties, other than interest and penalties imposed
      by reason of my failure to file timely a tax return or pay taxes shown to be
      due
      on my return), including any Excise Tax imposed upon the Gross-Up Payment,
      I
      retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
      the Parachute Payments.  I shall receive any payments due under this
      Section 5(l) within two and one-half months after they become payable (to the
      extent reasonably practicable), and in no event later than the end of the
      calendar year after the year in which I remit the taxes giving rise to the
      payment hereunder.

     


    
      
        
        

      

      
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    The
      determination as to whether a Gross-Up Payment is required pursuant to this
      Agreement and the amount of such Gross-Up Payment shall be made at the Company’s
      expense by the Company’s regular outside auditors (the “Accounting
      Firm”).  The Accounting Firm shall provide its determination (the
“Determination”), together with detailed supporting calculations and
      documentation to the Company and me within ten days of the Termination Date
      if
      applicable, or promptly upon request by the Company or by me (provided I
      reasonably believe that any of the Parachute Payments may be subject to the
      Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable
      by me with respect to a Parachute Payment or Parachute Payments, it shall
      furnish me with an opinion reasonably acceptable to me that no Excise Tax will
      be imposed with respect to any such Parachute Payment or Parachute
      Payments.  \  The Gross-Up Payment, if any, as determined
      pursuant to this Section 5(l) shall be paid by the Company to me within ten
      days
      of the receipt of the accounting Firm’s determination.  The
      Determination shall be binding, final and conclusive upon the Company and
      me.  Notwithstanding the foregoing, in no event shall payment of
      the
      Gross-Up Payment occur before the earlier of my “separation from service”
      (within Treasury Regulation
§
      1.409A-1(h))  from the Company or a change in control event (as
      described within Treasury Regulation § 1.409A-3(i)(5),
      a “Qualifying Change in
      Control”).  If I
      become entitled to receive a Gross Up Payment in connection with a change in
      control that is not a Qualifying Change in Control, the unpaid Gross-Up Payment
      shall accrue interest an annual interest rate of prime
      plus one-percent until paid
      immediately following my last day of employment; however, if I am a
“specified
      employee” within the
      meaning of Code Section 409A(a)(2)(B)(i), then the Company shall pay me the
      deferred Gross-Up Payment on the date that is six
      months after my last day of employment
      with the Company.

     

    6.           Confidentiality
      Obligations.

     

    (a)           Acknowledgments.  I
      recognize and agree that the Company and its subsidiaries and affiliates
      (collectively or separately as the context may require, the “Group”) currently
      conduct the Business (as defined below) world-wide.  I further
      recognize and agree that, in my position with the Company, I will be responsible
      for:  (i) actively conducting the Business, (ii) overseeing Company
      activities, (iii) developing and implementing strategies on behalf of the
      Company and everywhere the Group currently conducts the Business, and (iv)
      affecting customers, suppliers, and distributors everywhere the Group currently
      conducts the Business.  In addition, I recognize and agree that, to
      enable me to satisfy my duties and responsibilities under this Agreement, the
      Company will invest substantial resources in me by making available to me
      Confidential Information (as defined below) and other valuable resources and
      assets for which I would not have had access, but for my employment with the
      Company.  To protect the Group’s business interests, including its
      Confidential Information (as defined below) and business relationships, I make
      the following promises in this Section 6.

     

    (b)           Non-Disclosure
      of Confidential Information.  I promise and agree that I will
      never, directly or indirectly, use, disclose or retain any trade secret,
      proprietary and/or confidential information relating to the Group that I receive
      or become aware of during my employment with or service to the Company (or
      that
      I have already received or become aware of) concerning, among other things,
      the
      Group’s business, operations, customers, suppliers, investors, and business
      partners (“Confidential

     


    
      
        
        

      

      
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    Information”).  “Confidential
      Information” may include, among other things, information relating to the
      Group’s business or operational methods; corporate plans; management systems;
      finances; new business opportunities; story and character ideas; profits; costs
      of media trades/investments; pricing and sales arrangements; terms of business;
      marketing or sales of any products or services; technical processes; research
      projects; inventions; designs; applications; know-how; lists or details of
      actual, past or potential clients, customers or suppliers or the arrangements
      made with any of them; and any information in respect of which the Group owes
      an
      obligation of confidentiality to any third party, conveyed orally or reduced
      to
      a tangible form in any medium.  “Confidential Information” does not
      include information that (i) is generally known within the relevant industry
      or
      (ii) that I can demonstrate by a preponderance of the evidence has subsequently
      become known to me other than through my work for the Group and not as a result
      of a breach of any duty owed to the Group by me or any third
      party.  Notwithstanding this paragraph, I may disclose Confidential
      Information as required by court order, subpoena, or otherwise as required
      by
      law, provided that upon receiving such order, subpoena, or request and prior
      to
      disclosure, I shall provide written notice to the Company of such order,
      subpoena, or request and of the content of any testimony or information to
      be
      disclosed and shall cooperate fully with the Company to lawfully resist
      disclosure of such information.  Nothing in this Agreement shall
      prevent me from testifying or meeting with any representatives of any federal,
      state or local law enforcement agency who are investigating any matters
      involving the Company’s business practices.

     

    (c)           Non-Competition
      and Non-Solicitation.  I promise and agree that I will not,
      directly or indirectly, on my own behalf or on behalf of any other person or
      entity, whether as an owner, director, officer, partner, employee, agent or
      consultant, for pay or otherwise, during my employment with the Company (except
      on behalf of the Company) and for a period of one year after that employment
      ends for any reason:

     

    (i)           render
      services of an executive, advertising, marketing, sales, supervisory, technical,
      research, purchasing, or consulting nature to any person or entity (or on my
      own
      behalf, if I am self-employed) that is engaged in a business that competes
      with
      or intends to compete with any business conducted by the Group, including but
      not limited to character-based licensing, publication (in any medium) of comic
      books or other graphic fiction, toy manufacturing, film production and
      entertainment (“Business”), nor shall I become interested in any such business,
      directly or indirectly, as an individual, partner, shareholder, director,
      officer, principal, agent, employee, trustee, consultant, or in any other
      relationship or capacity; provided, however, that nothing
      contained in this paragraph shall be deemed to prohibit me from acquiring,
      solely as an investment, up to five percent (5%) of the outstanding shares
      of
      capital stock of any public corporation;

     

    (ii)           solicit
      or serve, participate in soliciting or serving or induce, advise, encourage
      or
      attempt to solicit or serve any customer, supplier, vendor, or distributor
      of
      the Group (A) for which I was responsible during my employment with the Company,
      (B) with whom I had business contacts or dealings on behalf of the Company
      during my employment with the Company, or (C) about which I learned confidential
      information; or

     


    
      
        
        

      

      
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    (iii)           induce
      or attempt to induce any employee of, independent contractor for or service
      provider to the Group to stop working, or to reduce their work or services,
      for
      the Group or to work for any competitor of the Group.

     

    (d)           Return
      of Information.  I promise and agree that, prior to my last
      day of employment with the Company or at the Company’s earlier request, I will
      return all Company property and/or Confidential Information in any form or
      media
      and all copies thereof in my possession, custody, or control, including
      memoranda, notes, records, reports, manuals, drawings, blueprints, and other
      documents, and I shall delete all Confidential Information from any computers,
      e-mail accounts, or other electronic memory devices I own or use outside the
      Company’s workplace (including, but not limited to, PDAs, cell phones, and USB
      storage devices).

     

    (e)           Remedies.  I
      understand and acknowledge that the promises and agreements made by me in this
      Section 6 are essential, material, and indispensable conditions of this
      Agreement, and that the payment and benefits provided for herein by the Company
      would not have been provided in the absence of these promises and
      agreements.  I acknowledge that the terms of this Section
      6:  (i) are reasonable and necessary to protect the Group’s legitimate
      interests; (ii) will not prevent me from earning or seeking a livelihood; and
      (iii) shall apply wherever permitted by law.  I further acknowledge
      and agree that my violation of any of the terms of this Section 6 would
      irreparably harm the Group.  Accordingly, I agree that if I violate or
      threaten to violate any promise or agreement made by me in this Section
      6:

     

    (i)           the
      Company may terminate my employment immediately for Cause;

     

    (ii)           all
      payments and benefits otherwise owing to me under Section 5 of this Agreement
      shall immediately cease and be considered forfeited, and I shall have no further
      entitlement to such payments or benefits;

     

    (iii)           the
      Company shall have the right and remedy to require me to account for and pay
      over to the Company all compensation, profits, monies, accruals, increments,
      or
      other benefits (collectively “Benefits”) derived or received by me as the result
      of any transactions constituting a breach of any of the provisions of this
      Section 6, and I hereby promise and agree to account for and pay over such
      Benefits to the Company;

    


    (iv)           the
      Group will be entitled to, in addition to and without limiting any other
      remedies available to it, an injunction to be issued by any court of competent
      jurisdiction restraining me from committing or continuing any such violation,
      without the need to prove the inadequacy of money damages or to post any bond
      or
      to make any other undertaking;

    


    (v)           with
      respect to any proceedings under this Section 6(e), I consent to the
      non-exclusive jurisdiction of the Federal and state courts located in New York
      County, New York State and I waive any objection to those courts’ being the
      venue of those proceedings; and


    
      
        
        

      

      
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    (vi)           the
      Group shall be entitled to recover from me the reasonable costs, including
      attorneys’ fees, it incurs in pursuing legal action to enforce this Section 6,
      but only if that legal action results in a money judgment, temporary restraining
      order, or injunction against me.

    


                          Each
      of the rights and remedies enumerated above shall be independent of the other,
      and shall be severally enforceable, and all of such rights and remedies shall
      be
      in addition to, and not in lieu of, any other rights and remedies available
      to
      the Company under law or in equity.

    


    (f)           Enforceability.  If
      any of the provisions, covenants, or parts thereof in this Section 6 are
      construed to be invalid or unenforceable, the same shall not affect the
      remainder of the provisions, covenants, or parts thereof, which shall be given
      full effect, without regard to the invalid portions.  If any of the
      provisions, covenants, or parts thereof in this Section 6 are held to be
      unenforceable because of the duration or scope of such provision or the area
      covered thereby, the parties hereto agree that the court making such
      determination shall have the power to reduce the duration, scope and/or area
      of
      such provision and, in its reduced form, said provision shall then be
      enforceable.  The parties hereto intend to and hereby confer
      jurisdiction to enforce the covenants contained in this Section 6 upon the
      courts of any state within the geographical scope of such
      covenants.  In the event that the courts of any one or more of such
      states shall hold such covenants wholly unenforceable by reason of the breadth
      of such covenants or otherwise, it is the intention of the parties hereto that
      such determination not bar or in any way affect the Company’s right to the
      relief provided above in the courts of any other states within the geographical
      scope of such covenants as to breaches of such covenants in such other
      respective jurisdictions, the above covenants as they relate to each state
      being
      for this purpose severable into diverse and independent covenants.

     

    (g)           Survival.  This
      Section 6, and the promises and agreements I made in this section, shall survive
      the end of my employment and the termination of this Agreement for any
      reason.

     

    7.           Inventions
      and Patents; Intellectual Property; Work for Hire.

     

    (a)           I
      agree that all processes, technologies and inventions, including new
      contributions, improvements, ideas and discoveries, whether patentable or not,
      conceived, developed, invented or made by me during my employment by the Company
      or for one year thereafter (collectively, “Inventions”) shall belong to the
      Company, provided that such Inventions grew out of my work with the Company
      or
      any of its subsidiaries or affiliates, are related to the business (commercial
      or experimental) of the Company or any of its subsidiaries or affiliates or
      are
      conceived or made on the Company’s time or with the use of the Company’s
      facilities or materials.  I shall promptly disclose any Inventions to
      the Company and shall, subject to reimbursement by the Company for all
      reasonable expenses incurred by me in connection therewith, (a) assign to the
      Company, without additional compensation, all patent and other rights to such
      Inventions for the United States and foreign countries; (b) sign all papers
      necessary to carry out the foregoing; and (c) give testimony in support of
      my
      inventorship.

     


    
      
        
        

      

      
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    (b)           The
      Company shall be the sole owner of all the products and proceeds of my services
      hereunder, including, but not limited to, all materials, ideas, concepts,
      formats, suggestions, developments, arrangements, packages, programs and other
      intellectual properties that I may acquire, obtain, develop or create in
      connection with and during his employment, free and clear of any claims by
      me
      (or anyone acting or claiming on my behalf) of any kind or character whatsoever
      (other than the my right to receive payments hereunder).  I shall, at
      the request of the Company, execute such assignments, certificates or other
      instruments as the Company may from time to time deem necessary or desirable
      to
      evidence, establish, maintain, perfect, protect, enforce or defend its right,
      title or interest in or to any such properties.

     

    


    (c)           I
      understand that within the scope of my employment, I may create or contribute
      to
      literary, artistic, or other kinds of material (collectively, the “Works”) that
      may qualify as “works made for hire” under U.S. copyright law, and if so, that
      the Company is the author and sole owner of the Works in the U.S. and worldwide,
      and I waive any rights I may have to the Works, including moral
      rights.  If at any time, any of the Works are deemed not to be works
      made for hire, I assign, grant, transfer and convey to the Company all my right,
      title and interest to the Works for the entire length of time they are protected
      by any applicable law.  I agree (whether during or after my employment
      with the Company) to sign any document the Company may reasonably request in
      order to secure or enforce the Company’s rights in the Works.  I
      irrevocably appoint the Company and any of its officers as my attorney-in-fact
      to secure and enforce the rights in my name.  To the extent that I
      retain any right, title or interest to the Works, I agree to:
      (i) unconditionally and irrevocably waive the enforcement of such rights,
      and all claims and causes of action of any kind against the Company with respect
      to such rights; (ii) consent to and join in any action to enforce such rights
      at
      the Company’s request; and (iii) grant to the Company an irrevocable, fully
      paid-up, transferable, sublicensable, worldwide right and license to use,
      reproduce, distribute, display and perform, prepare derivative works of and
      otherwise modify without limitation, make, sell, offer to sell, import and
      otherwise use and exploit all or any portion of the Works, in any form or media
      (now known or later developed).

    


    8.           Indemnification.  To
      the fullest extent permitted by applicable law, I shall be indemnified and
      held
      harmless for any action or failure to act in my capacity as an officer or
      employee of the Company or any of its affiliates or subsidiaries.  In
      furtherance of the foregoing and not by way of limitation, if I am a party
      or am
      threatened to be made a party to any suit because I am or was an officer or
      employee of the Company or such affiliate or subsidiary, I shall be indemnified
      against expenses, including reasonable attorney’s fees, judgments, fines and
      amounts paid in settlement, if I acted in good faith and in a manner reasonably
      believed to be in or not opposed to the best interest of the Company, and,
      with
      respect to any criminal action or proceeding, I had no reasonable cause to
      believe that my conduct was unlawful.  Indemnification under this
      Section 8 shall be in addition to any other indemnification by the Company
      of
      its officers and directors.  Expenses incurred by me in defending an
      action, suit or proceeding for which I claim the right to be indemnified
      pursuant to this Section 8 shall be paid by the Company in advance of the final
      disposition of such action, suit or proceeding upon receipt of an undertaking
      by
      or on behalf of me to repay such amount in the event that it shall ultimately
      be
      determined that I am not entitled to

     


    
      
        
        

      

      
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    indemnification
      by the Company.  Such undertaking shall be accepted without reference
      to my financial ability to make repayment.  The provisions of this
      Section 8 shall apply as well to my actions and omissions as a trustee of any
      employee benefit plan of the Company, its affiliates or
      subsidiaries.

     

    9.           Arbitration
      of Disputes.  Except as expressly prohibited by law and
      except for the Company’s right to seek injunctive relief as set forth in Section
      6(e), above, all disputes between the Company and me
      (“ArbitrableDisputes”) are to be resolved by final and binding
      arbitration in accordance with this Section 9.  This section shall
      remain in effect after the termination of this Agreement or my
      employment.

     

    (a)           Scope
      of Agreement.  This arbitration agreement applies to, among
      other things, disputes concerning my employment with and/or termination from
      the
      Company; the validity, interpretation, enforceability or effect of this
      Agreement or alleged violations of it; claims of discrimination under federal
      or
      state law; or other statutory or common law claims.

     

    (b)           The
      Arbitration.  The arbitration shall take place under the
      auspices of JAMS in the metropolitan area in which I am then (or was last)
      employed and conducted in accordance with the JAMS Employment Arbitration Rules
      and Procedures then in effect before an experienced employment law arbitrator
      licensed to practice law in that jurisdiction who has been selected in
      accordance with such rules.  The arbitrator may not modify or change
      this Agreement in any way except as expressly set forth herein.

     

    (c)           Fees
      and Expenses.  Each party shall pay the fees of its
      attorneys, the expenses of its witnesses, and any other costs and expenses
      that
      the party incurs in connection with the arbitration, but all other costs of
      the
      arbitration, including the fees of the arbitrator, the cost of any record or
      transcript of the arbitration, administrative fees and other fees and costs
      shall be paid one half by the Company and one half by
      me.  Notwithstanding the foregoing, the arbitrator may, in his or her
      discretion, award reasonable attorneys’ fees (in addition to any other damages,
      expenses or relief awarded) to the prevailing party.

     

    (d)           Exclusive
      Remedy.  Arbitration pursuant to this Section 9 shall be the
      exclusive remedy for any Arbitrable Dispute.  Should I or the Company
      attempt to resolve an Arbitrable Dispute by any method other than arbitration
      pursuant to this Section 9, the responding party will be entitled to recover
      from the initiating party all damages, expenses and attorneys’ fees incurred as
      a result of that breach.

     

    (e)           Judicial
      Enforcement.  Nothing in this
      Section
9 shall
      preclude any party to this
      agreement from seeking judicial enforcement of an arbitrator’s
      award.  Judgment may be entered on the arbitrator’s award in any court
      having jurisdiction.

     

    10.           Notices.  All
      notices, requests, consents and other communica­tions required or permitted
      to be given hereunder shall be in writing and shall be deemed to have been
      duly
      given if delivered personally, sent by overnight courier (notices sent by
      overnight courier shall be deemed to have been given on the scheduled delivery
      date) or mailed first

     


    
      
        
        

      

      
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    class,
      postage prepaid, by registered or certified mail (notices mailed shall be deemed
      to have been given on the third business day after mailing), as follows (or
      to
      such other address as either party shall designate by notice in writing to
      the
      other in accordance herewith):

     

    If
      to the
      Company, to:

    


    Marvel
      Entertainment, Inc.

    417
      Fifth
      Avenue

    New
      York,
      New York 10016

    Attention:  General
      Counsel

    


    If
      to me,
      to me at my address as then on file with the Company’s Human Resources
      Department.

     

    11.           Amendment.  No
      provisions of this Agreement may be modified, waived, or discharged except
      by a
      written document signed by a duly authorized Company officer and
      me.  Thus, for example, promotions, commendations, and/or bonuses
      shall not, by themselves, modify, amend, or extend this Agreement.  A
      waiver of any conditions or provisions of this Agreement in a given instance
      shall not be deemed a waiver of such conditions or provisions at any other
      time.

     

    12.           Interpretation;
      Governing Law.  The validity, interpretation, construction,
      and performance of this Agreement, and any proceedings under Section 6(e) or
      arbitrations under Section 9, shall be governed by the law of the State of
      New
      York (excluding where it mandates the use of another jurisdiction’s
      laws).

     

    13.           Successors.  This
      Agreement shall be binding upon, and shall inure to the benefit of, me and
      my
      estate, but I may not assign or pledge this Agreement or any rights arising
      under it, except to the extent permitted under the terms of the benefit plans
      in
      which I participate.  Without my consent, the Company may assign this
      Agreement to any affiliate or successor that agrees in writing to be bound
      by
      this Agreement, after which any reference to the “Company” in this Agreement
      shall be deemed to be a reference to the affiliate or successor, and the Company
      thereafter shall have no further primary, secondary or other responsibilities
      or
      liabilities under this Agreement of any kind.

     

    14.           Taxes.  The
      Company shall withhold taxes from payments it makes pursuant to this Agreement
      as it determines to be required by applicable law.

     

    15.           Validity.  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

     

    16.           Counterparts.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original but all of which together shall constitute the same
      instrument.

     


    
      
        
        

      

      
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    17.           Section
      Headings.  The section headings contained in this Agreement
      are for reference purposes only and shall not in any way affect the meaning
      or
      interpretation of this Agreement.

     

    18.           Subsidiaries
      and Affiliates.  As used herein, the term “subsidiary” shall
      mean any corporation or other business entity controlled directly or indirectly
      by the Company or other business entity in question, and the term “affiliate”
shall mean and include any corporation or other business entity directly or
      indirectly controlling, controlled by or under common control with the Company
      or other business entity in question.

     

    19.           Entire
      Agreement.  All oral or written agreements or
      representations, express or implied, with respect to the subject matter of
      this
      Agreement are set forth in this Agreement.  This Agreement overrides
      and supersedes any prior agreements or representations, express or implied,
      with
      respect to the subject matter of this Agreement.  This Agreement does
      not, however, override or supersede other written agreements I have executed
      relating to specific aspects of my employment, such as conflicts of
      interest.

     

    20.           Former
      Employers.  I am not subject to any employment,
      confidentiality, or other agreement or restriction that would prevent me from
      fully satisfying my duties under this Agreement or that would be violated if
      I
      did so.  Without the Company’s prior written approval, I promise I
      will not:

     

    (a)           disclose
      proprietary information belonging to a former employer or other entity without
      its written permission;

     

    (b)           contact
      any former employer’s customers or employees to solicit their business or
      employment on behalf of the Group; or

     

    (c)           distribute
      announcements about or otherwise publicize my employment with the
      Group.

     

    I
      will indemnify and hold the Company
      harmless from any liabilities, including defense costs, that it may incur
      because I am alleged to have broken any of these promises or improperly revealed
      or used such proprietary information or to have threatened to do so, or if
      a
      former employer challenges my entering into this Agreement or rendering services
      pursuant to it.

     

    21.           Department
      of Homeland Security Verification Requirement.  I agree to
      file, in a timely manner, all documents required by the Department of Homeland
      Security to verify my identity and my lawful employment in the United
      States.  Notwithstanding any other provision of this Agreement, if I
      fail to meet any such requirements promptly after receiving a written request
      from the Company to do so, I agree that my employment shall terminate
      immediately and that I shall not be entitled to any compensation from the
      Company of any type.

     


    
      
        
        

      

      
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      	 I
              acknowledge that all understandings and agreements between the Company
              and
              me relating to the subjects covered in this Agreement are contained
              in it
              and that I have entered into this Agreement voluntarily and not in
              reliance on any promises or representations by the Company other than
              those contained in this Agreement itself.
               

              
                I
                  further acknowledge that I have carefully read this Agreement,
                  that I
                  understand all of it, and that I have been given the opportunity
                  to
                  discuss this Agreement with my private legal counsel and have availed
                  myself of that opportunity to the extent I wished to do so.  I
                  understand that by signing this Agreement I am giving up my right
                  to a
                  jury trial.

              

            


    

    
 

    

      	
              Date: 
                June 20, 2007

            	MARVEL
              ENTERTAINMENT, INC.	 
	 	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ 
              John N. Turitzin	 
	 	 	Name: 
              John N. Turitzin 	 
	 	 	Title:  General
              Counsel and Executive
              Vice President	 
	 	 	 	 


    

    
      	 	
            	 
	 	 	 	 
	
              Date: 
                June 20, 2007

            	
              /s/
                Kenneth P. West 

            	 
	 	 Kenneth
              P. West 	 
	 	 	 	 
	 	 	 	 


    

    
 

     

    
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