ex10-5.htm


     

    Exhibit
      10.5



    SHARE
      DISPOSITION AGREEMENT

     

    SHARE
      DISPOSITION AGREEMENT (the “Agreement”), dated as of May 20, 2007, by and
      between Marvel Entertainment, Inc., a Delaware corporation (the
“Company”), and Isaac Perlmutter (the “Stockholder”).

     

    RECITALS

     

    WHEREAS,
      the Stockholder owns beneficially shares of the Company’s common stock, par
      value $0.01 per share (“Common Stock”) and options to purchase shares of
      Common Stock;

     

    WHEREAS,
      on May 20, 2007, the Board of Directors of the Company (the “Board of
      Directors”) authorized a stock repurchase program pursuant to which the
      Company may purchase up to $200 million of the Common Stock in the open market
      or through privately negotiated transactions (the “May 2007
      Program”);

     

    WHEREAS,
      the Board of Directors has provided that the May 2007 Program shall remain
      in
      effect until the earlier of: (i) its cancellation by the Board of
      Directors; or (ii) the Company completing the purchase of $200 million of the
      Common Stock under the May 2007 Program; or (iii) December 31,
      2007 (the “Stock Repurchase
      Period”); and

     

    WHEREAS,
      the Company and the Stockholder are entering into this Agreement to provide
      for
      certain rights and obligations in connection with the shares and options owned
      by the Stockholder, upon the terms and subject to the conditions hereinafter
      set
      forth;

     

    NOW,
      THEREFORE, in consideration of the mutual premises and covenants contained
      herein, and of other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto, intending
      to
      be legally bound, hereby agree as follows:

     

    ARTICLE
      I.

     

    Section
      1.01  RESTRAINT
      ON ALIENATION.  The Stockholder agrees that, during the period
      beginning from the date hereof and continuing to the earlier of (a) the end
      of
      the Stock Repurchase Period, or (b) the date the Stockholder is neither an
      employee nor a director of the Company, or (c) a “Change of Control”, the
      Stockholder will not offer, sell, contract to sell, grant any option to
      purchase, make any short sale or otherwise dispose of any shares of Common
      Stock, or any options or warrants to purchase any shares of Common Stock, or
      any
      securities convertible into, exchangeable for or that represent the right to
      receive shares of Common Stock, whether now owned or hereinafter acquired,
      owned
      directly by the Stockholder (including holding as a custodian) or with respect
      to which the Stockholder has beneficial ownership within the rules and
      regulations of the SEC (collectively, the “Stockholder’s
      Stock”).  For the avoidance of doubt, the restriction contained in
      the previous sentence shall not restrict, in any way, the Stockholder’s ability
      to exercise any options or warrants held by or granted to the Stockholder during
      the Stock Repurchase Period provided that the Stockholder retains beneficial
      ownership of the Common Stock or restricted Common Stock underlying such options
      or warrants during the Stock Repurchase Period.  For purpose of this
      Agreement, a Change of Control shall mean a transaction whereby (i) any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”)), is or becomes the
“beneficial owner” (as defined in Rule 13d-3

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     promulgated
      under the Exchange Act), 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 stockholders
      of
      the Company immediately prior to such 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.

     

    Section
      1.02  RESTRICTIONS
      ON HEDGING OR OTHER TRANSACTIONS.  The foregoing restriction is
      expressly agreed to preclude the Stockholder from engaging in any hedging or
      other transaction which is designed to or which reasonably could be expected
      to
      lead to or result in a sale or disposition of the Stockholder’s Stock even if
      such Shares would be disposed of by someone other than the
      Stockholder.  Such prohibited hedging or other transactions would
      include without limitation any short sale or any sale or grant of any right
      (including without limitation any put or call option) with respect to any of
      the
      Stockholder’s Stock or with respect to any security that includes, relates to,
      or derives any significant part of its value from such Stockholder’s
      Stock.

     

    Section
      1.03  ALLOWABLE
      TRANSFERS.  Notwithstanding the foregoing, the Stockholder may
      transfer the Stockholder’s Stock (i) as a bona fide gift or gifts, provided that
      the donee or donees thereof receiving in excess of 1,000 shares of the
      Stockholder’s Stock agree to be bound in writing by the restrictions set forth
      herein, (ii) to any trust, limited partnership or similar vehicle for the direct
      or indirect benefit of the Stockholder or the immediate family of the
      Stockholder or to any corporation which is wholly-owned by such a trust, limited
      partnership or similar vehicle, provided that the trustee of the trust, the
      general partner of the limited partnership or the person holding the similar
      position in another vehicle agrees to be bound in writing by the restrictions
      set forth herein, and provided further that any such transfer shall not involve
      a disposition for value, or (iii) among any entities described in clause (ii)
      provided that any such transfer shall not involve a disposition for
      value.  For purposes of this Agreement, any transfer by the
      Stockholder of the Stockholder’s Stock pursuant to clause (ii) above in
      consideration for an ownership interest in such limited partnership, trust
      or
      similar vehicle shall be deemed to not involve a disposition for
      value.  In addition, for purposes of this Agreement, “immediate
      family” shall mean any relationship by blood, marriage or adoption, not more
      remote than first cousin.

     

    ARTICLE
      II.

     

    Section
      2.01  DISPOSITION
      OF COMMON STOCK.  Nothing contained herein shall in any way
      supersede, replace, diminish, or nullify any other restrictions or obligations
      promulgated by the Securities Act of 1933, as amended, or otherwise binding
      on
      the Stockholder with respect to disposition of the Stockholder’s
      Stock.

     

    Section
      2.02  ENTIRE
      AGREEMENT.  This Agreement represents the entire agreement and
      understanding among the parties hereto with respect to the subject matter hereof
      and supersedes any and all prior oral and written agreements, arrangements
      and
      understandings among the parties hereto with respect to such subject matter,
      and
      can be amended, supplemented or changed, and any provision hereof can be waived,
      only by a written instrument making specific reference to this Agreement signed
      by the party against whom enforcement of any such amendment, supplement,
      modification or waiver is sought.

     

     

    
      
        
        

      

      
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    Section
      2.03  SUCCESSORS
      AND ASSIGNS.  This Agreement shall be binding upon the parties
      hereto and their respective successors and assigns, including any person to
      whom
      the Stockholder may assign Stockholder’s rights and obligations and shall inure
      to the benefit of the parties hereto and, their respective successors and
      assigns.

     

    Section
      2.04  PARAGRAPH
      HEADINGS.  The paragraph headings contained in this Agreement are
      for general reference purposes only and shall not affect in any manner the
      meaning or interpretation of the terms or other provisions of this
      Agreement.

     

    Section
      2.05  APPLICABLE
      LAW.  This Agreement shall be governed by, construed and enforced
      in accordance with the laws of the State of New York without regard to the
      conflicts of law principles of such state.

     

    Section
      2.06  SEVERABILITY.  If
      at any time subsequent to the date hereof, any provision of this Agreement
      shall
      be held by any court of competent jurisdiction to be illegal, void or
      unenforceable, such provision shall be of no force and effect, but the
      illegality or unenforceability of such provision shall have no effect upon
      and
      shall not impair the enforceability of any other provision of this
      Agreement.

     

    Section
      2.07  NO
      WAIVER.  The failure of any party at any time or times to require
      performance of any provision hereof shall not affect the right at a later time
      to enforce the same.  No waiver by any party of any condition, and no
      breach of any provision, term, covenant, representation or warranty contained
      in
      this Agreement, whether by conduct or otherwise, in any one or more instances,
      shall be deemed to be construed as a further or continuing waiver of any such
      condition or of the breach of any other provision, term, covenant,
      representation or warranty of this Agreement.

     

    Section
      2.08  COUNTERPARTS.  This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute but one and
      the
      same original instrument.

     

    IN
      WITNESS WHEREOF, the parties hereto have duly executed and delivered this
      Agreement, as of the day and year first above written.

     

    
      	 	COMPANY:	 
	 	 	 
	 	MARVEL
              ENTERTAINMENT, INC.	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/   John
              Turitzin	 
	 	 	Name:   John
              Turitzin 	 
	 	 	Title: 
Executive
              Vice
              President, Office of the Chief Executive	 
	 	 	 	 


    

     

     

    
      	 	STOCKHOLDER:	 
	 	 	 	 
	 	 	 	 
	
               

            	
              /s/ 
                Isaac Perlmutter

            	 
	 	
              Isaac
                Perlmutter

            	 
	 	 	 	 
	 	 	 	 


    

     

     

     

     

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