Exhibit 10.3: Simon Philips Employment Agreement





Exhibit 10.3




EMPLOYMENT AGREEMENT




EMPLOYMENT AGREEMENT, dated as of 10 December 2008 (the “Effective Date”), between Marvel
Entertainment International Ltd (“Marvel International”), a limited company (Company Number:
04955607) formed under the laws of the United Kingdom that is wholly owned by Marvel Entertainment,
Inc., a corporation formed under the laws of the state of Delaware, United States (the “Company”),
and Simon Philips (the “Employee”).



WHEREAS, Marvel International and the Employee entered into a contract of employment dated 28
September 2006 (the “2006 Agreement”).



WHEREAS, Marvel International and the Employee now wish to replace the 2006 Agreement with the
terms and conditions set forth in this agreement (this “Agreement”).



NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the
mutual benefits to be derived herefrom, the parties hereto agree as follows:




1. Employment, Duties and Acceptance.



1.1 Employment, Duties. Marvel International hereby employs the Employee for the Term
(as defined in Section 2.1), to render exclusive and full-time services to Marvel International as
President, World Wide Consumer Products and CEO of Marvel Animation or in such other position as
may be mutually agreed upon by the Company and the Employee. The Employee shall report to the
Company’s chief executive officer or his designee and Board of Directors and shall perform such
other duties consistent with such positions as may be assigned to the Employee by the Company’s
chief executive officer or his designee or the Board of Directors.



1.2 Acceptance. The Employee hereby accepts such employment and agrees to render the
services described above. During the Term, the Employee agrees to serve Marvel International and
the Company faithfully and to the best of the Employee’s ability, to devote the Employee’s entire
business time, energy and skill to such employment and to use the Employee’s professional efforts,
skill and ability to promote Marvel International’s and the Company’s interests. The Employee
further agrees to accept election, and to serve during all or any part of the Term, as an officer
or director of Marvel International or the Company and of any subsidiary or affiliate of Marvel
International or 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 of Directors of
Marvel International or the Company or of any subsidiary or affiliate, as the case may be. Unless
otherwise agreed to in writing by Marvel International or the Company (as applicable) and the
Employee, the Employee shall upon the expiration of the Term, immediately resign any such officer
or director position.


 


 









 





1.3 Location. The duties to be performed by the Employee hereunder shall be performed
primarily at the offices of Marvel International in London, England. The Employee may be required
to work on a temporary basis at any of the Company’s or its affiliates’ other locations in Europe
or the US. The Employee may also be required to travel on business within and outside the UK; this
may involve travelling outside normal business hours and at weekends and Bank or public holidays
should the need arise.



1.4 Hours. The Employee’s business hours shall be the hours between 9:00 a.m. and
5:30 p.m., Monday to Friday (excluding bank and other public holidays in England), and such further
time as shall be necessary for the proper performance by the Employee of his duties under this
Agreement. The Employee acknowledges and agrees that he is exempt from the Working Time
Regulations 1998 on account of his duties and powers. 



1.5 Disciplinary Procedures. There are no formal disciplinary rules specific to the
Employee’s employment. If the Employee is dissatisfied with any disciplinary decision or if he has
any grievance relating to his employment he should submit a written memorandum giving particulars
of such dissatisfaction or grievance to Marvel International’s Board of Directors and the matter
shall be dealt with by discussion and a majority decision of the directors present at the next
convened meeting of the Board of Directors.    



1.6 Particulars of Employment. This Agreement contains the particulars required to be
given under Section 1 of the U.K. Employment Rights Act 1996 (“ERA”) to the intent that, as at the
date of this Agreement, Marvel International shall not be required to deliver to the Employee a
separate written statement pursuant to Section 1 of the ERA.



1.7 Effect upon 2006 Employment Agreement. Upon the effectiveness of this Agreement,
the 2006 Employment Agreement will be of no further force or effect.    



1.8 Section 409A of U.S. Tax Code. The Employee acknowledges that, were he to become
subject to United States federal income tax, he could, as a “specified employee” under U.S. tax
laws, be subject to potentially adverse tax consequences under U.S. Internal Revenue Code Section
409A (“Section 409A”). The Company has established policies for compliance with Section 409A that
are intended to prevent “specified employees” from suffering those adverse consequences.  The
Employee therefore agrees that, to the extent necessary to avoid such adverse consequences to
himself, this Agreement will be subject to the Company’s  policies for compliance with
Section 409A.




2. Term of Employment



2.1 The Term. The Employee will commence employment under this Agreement as from the
Effective Date. The term of the Employee’s employment under this Agreement (the “Term”) shall
continue until 31 December 2010 and thereafter unless and until terminated by either party’s giving
notice pursuant to Section 4.2 or 4.3 hereof as the case may be.



2.2 The Employee’s period of continuous employment with Marvel International commenced on 6
November 2006.


 


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3. Compensation; Benefits.



3.1 Salary. As from the Effective Date until and including 31 December 2008, as
compensation for all services to be rendered pursuant to this Agreement, Marvel International
agrees to pay the Employee a base salary, payable monthly in arrears, at the annual rate of
£250,850, less such deductions or amounts to be withheld as are required by applicable law and
regulations and deductions authorized by the Employee in writing. From 1 January 2009, as
compensation for all services to be rendered pursuant to this Agreement, Marvel International
agrees to pay the Employee during the Term a base salary, payable monthly in arrears, at the annual
rate of £358,380, less such deductions or amounts to be withheld as are required by applicable law
and regulations and deductions authorized by the Employee in writing. The Employee’s base salary
shall be reviewed no less frequently than annually by the Board of Directors in accordance with the
policies and procedures that apply to other similarly situated employees of the Company in order to
determine whether any change to the Employee’s base salary is warranted; provided, however, that
under no circumstances will the Employee’s base salary be less than the amount payable as of the
Effective Date. The Employee’s base salary as in effect from time to time is referred to in this
Agreement as the “Base Salary”.



3.2 Bonus. (a) In addition to the amounts to be paid to the Employee pursuant to
Section 3.1 hereof, the Employee will be entitled to receive a one-time bonus of £163,100,
conditional on each party’s signing this Agreement (the “Signing Bonus”). The Signing Bonus shall
be paid within thirty (30) days from the Effective Date.



(b) In addition to the amounts to be paid to the Employee pursuant to Section 3.1 and Section
3.2(a) hereof, the Employee will be entitled to receive a cash bonus based in whole or in part upon
the attainment of performance goals set by the Board of Directors (the “Bonus Performance Goals”).
The Employee’s target annual bonus amount, in British Pounds, shall be 50% of his Base Salary
received for the year. Each annual bonus shall be paid when annual bonuses are paid generally to
the Company’s other employees but in no event later than March 14 of the next calendar year.
Notwithstanding the foregoing, Marvel International shall continue through December 2008 to advance
to the Employee, on a non-refundable basis, £4,447 per month against the Employee’s 2008 bonus.



3.3 Business Expenses. Marvel International shall pay for or reimburse the Employee
for all reasonable expenses actually incurred by or paid by the Employee during the Term in the
performance of the Employee’s services under this Agreement, upon presentation of expense
statements or vouchers or such other supporting information as the Company customarily may require
of its officers, provided that those expenses were incurred and accounted for in accordance with
the policies and procedures established by the Company.


 


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3.4 Vacation. During the Term, the Employee shall be entitled to a vacation period or
periods of five (5) weeks per year (provided that the Employee remains based in the United Kingdom;
otherwise, four (4) weeks per year including public holidays) taken in accordance with the vacation
policy of Marvel International during each year of the Term. Vacation time not used by the end of
a calendar year shall be forfeited. Marvel International reserves the right to require the
Employee to take any unused holiday entitlement during any period of notice of termination that has
been given either by it or by the Employee. If Marvel International does not exercise this right
then, on leaving its employment, the Employee will be paid a sum equivalent to the value of any
accrued but unused holiday to which the Employee is entitled after deduction of tax and national
insurance contributions. Upon termination of the Employee’s employment, if the Employee has taken
more days of holiday than the Employee’s accrued entitlement during the relevant holiday year, the
Employee will be required to pay Marvel International for any excess days taken, which sum may be
deducted from his final salary or any other sums then owing to the Employee by it.



3.5 Fringe Benefits. During the Term, the Employee shall be entitled to all benefits
for which the Employee shall be eligible under any qualified pension plan, 401(k) plan, group
insurance or other so-called “fringe” benefit plan which the Company provides to its employees
generally, together with medical benefits for the Employee, as from time to time in effect for
employees of the Company generally. In the event of such benefits being limited (by law or
otherwise) to residents of the United States of America, Marvel International shall provide
Employee with reasonably comparable benefits. In any event, specifically, during the Term:



(a) Marvel International will not provide any pension scheme or other pension arrangements for
the Employee. At the request of the Employee, Marvel International, each month, shall (by
deduction from the Employee’s gross pay) pay directly to a private pension scheme nominated by the
Employee a lump sum equivalent to ten percent (10%), or any lower percentage specified by the
Employee, of his then current monthly salary.



(b) There is no contracting-out certificate in force under the U.K. Pensions Schemes Act 1993
in respect of the Employee’s employment with Marvel International.



(c) Subject to the Employee complying with all terms and conditions from time to time imposed
by the medical insurance provider chosen by the Company (as may be varied from time to time),
Marvel International shall maintain at its cost, private medical insurance at the London A scale
(BUPA or PPP) arranged with such insurance provider for the Employee and his wife and dependent
children under the age of 18. In lieu of the foregoing, the Employee may, at his option, be
reimbursed for his own provision of medical insurance provided that Marvel International shall not
be required to incur greater expense than had the Employee participated in Marvel International’s
scheme.



(d) Marvel International shall provide the Employee with, or, at the Employee’s option, will
reimburse the Employee for the cost of his directly obtaining, permanent health insurance cover,
which in the event of serious illness, will provide the Employee, after six
months’ absence, with financial support. Marvel International intends for this support to be
in the range of 75% of the Employee’s Base Salary or at any other level typical of executives in
London, but cannot commit to the particulars of the terms before consulting with an insurance
provider.


 


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(e) Marvel International shall provide the Employee with life assurance cover of three times
the Employee’s Base Salary, subject to any customary terms imposed by the insurance provider.



(f) If a scheme provider refuses for any reason to provide any benefits to the Employee (or
where appropriate to the Employee’s spouse, partner or dependant children) Marvel International is
not liable to provide any replacement benefit of the same or similar kind or compensation in lieu
of such benefit.



(g) Marvel International at its absolute discretion reserves the right reasonably to vary or
amend any scheme provided for the benefit of the Employee or the Employee’s family at any time but
only where the resulting arrangements are no less favorable than those provided by Marvel
International or the Company in general to similarly situated employees; and Marvel International
will not be liable to provide any replacement benefit of the same or similar kind, or compensation
in lieu of such benefit.



(h) Nothing in this Section 3.5 will prevent Marvel International terminating the Employee’s
employment for whatever reason in accordance with the terms of this Agreement even if such
termination results in the Employee losing any existing or prospective benefits as detailed in
Section 3.5.



3.6 Additional Benefits. During the Term, the Employee shall be entitled to such
other benefits as are specified in Schedule I to this Agreement.



3.7 Sick Pay. If the Employee is absent from work because of illness or accident,
Marvel International will pay to the Employee his Base Salary for up to an aggregate of one hundred
and eighty (180) working days in any period of twelve (12) months. Any sums payable to the
Employee under this Section shall be inclusive of any Statutory Sick Pay payable.




4. Termination.



4.1 Death. If the Employee shall die during the Term, the Term shall terminate
immediately.


 


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4.2 Permitted Termination by the Employer. (a) Cause. The Term may be
immediately terminated by Marvel International upon notice to the Employee upon the occurrence of
any event constituting “Cause” as defined herein. For purposes of this Agreement, the term “Cause”
shall mean any of the following: (A) the Employee’s indictment for, or conviction of an indictable
offence or any crime involving theft, fraud, dishonesty or moral turpitude or any violation of
applicable securities laws; (B) the Employee’s failure (except as a
result of illness or injury) to follow the Company’s or Marvel International’s lawful
directions or to perform his employment duties that continues for five (5) business days after
notice from Marvel International of such failure, specifying that the failure constitutes Cause;
(C) the Employee’s engaging in conduct constituting embezzlement, willful assistance to a
competitor, fraud, misappropriation, material violation of Marvel International’s or the Company’s
anti-discrimination, equal employment opportunity, prohibition against harassment or similar
policies or material violation of Marvel International’s or the Company’s insider trading policy,
corporate code of business conduct and ethics or other material policy, or the Employee’s engaging
in conduct tending to bring Marvel International or the Company into public disgrace or disrepute;
(D) the Employee’s failure (including, but not limited to, the Employee’s refusal to be deposed or
to provide accurate and complete testimony at any trial or inquiry) to participate, if requested by
the Board of Directors, in any investigation or inquiry, whether internal or external, into the
Employee’s actions (or inactions) or Marvel International’s or the Company’s business practices;
(E) the Employee’s possession on Marvel International’s or the Company’s premises of any prohibited
drug or substance that would amount to a criminal offence, or the Employee’s being under the
influence of any such substance while on Marvel International’s or the Company’s premises; (F) the
Employee’s gross misconduct or gross negligence in connection with the business of Marvel
International or any affiliate; or (G) the Employee’s material breach of this Employment Agreement.



(b) The Term may be terminated by Marvel International for any reason by the giving of not
less than six months’ notice to the Employee by Marvel International or by the Company.



4.3 Permitted Termination by the Employee. (a) The Term may be immediately terminated
by the Employee upon notice to Marvel International (given within one week of the expiration of the
cure period described at the end of this Section 4.3(a)) of any event constituting “Good Reason” as
defined herein. As used herein, the term “Good Reason” means the occurrence of any of the
following, without the prior written consent of the Employee: (i) assignment of the Employee to
duties materially inconsistent with the Employee’s positions as described in Section 1.1 hereof, or
any significant diminution in the Employee’s duties or responsibilities, other than in connection
with any disability of the Employee; (ii) any material breach of this Agreement by Marvel
International which is continuing; or (iii) a change in the location of the Employee’s principal
place of employment to a location more than fifty (50) miles from the location specified in
Section 1.3 hereof; provided, however, that the Employee shall not be deemed to
have Good Reason unless (a) within thirty (30) days after the occurrence of the event in question,
the Employee gives Marvel International and the Company written notice that the specified event has
occurred, making specific reference to this Section 4.3 and requesting Marvel International and the
Company to cure the event, and (b) Marvel International and the Company fail to cure the event
within thirty (30) days of receipt of such notice.



(b) The Term may be terminated by the Employee for any reason by the giving of not less than
six months’ notice to Marvel International and to the Company by the Employee.


 


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4.4 Garden Leave. Following service of notice to terminate the Employee’s employment
hereunder by either party, or if the Employee purports to terminate his employment hereunder in
breach of this Agreement, or at any time during the Term in order to investigate a reasonable
belief that the Employee is guilty of misconduct, Marvel International may by notice to the
Employee require the Employee not to perform any services (or to perform only specified services)
for it and any affiliate until the end of the applicable notice period or the termination of the
Term, whichever is sooner (“Garden Leave”). Any period of Garden Leave shall not exceed six months.
During any period of Garden Leave, Marvel International shall be under no obligation to provide
any work to, or vest any powers in, the Employee, who shall have no right to perform any services
for Marvel International or any affiliate. During any period of Garden Leave the Employee shall:



(a) continue to receive his salary and all contractual benefits in the usual way and subject
to the terms of any benefit arrangement;



(b) remain an employee of Marvel International and bound by the terms of this Agreement and
any other terms of his employment with Marvel International;



(c) not, without the prior written consent of the Chief Executive Officer of the Company,
attend his place of work or any other premises of Marvel International or any affiliate;



(d) not, without the prior written consent of the Chief Executive Officer of the Company,
contact or deal with (or attempt to contact or deal with) any officer, employee, consultant,
client, customer, supplier, agent, distributor, shareholder, adviser or other business contact of
Marvel International or any affiliate; and



(e) (except during any periods taken as holiday in the usual way) ensure that the Chief
Executive Officer of the Company knows where he will be and how he can be contacted during each
working day and shall comply with any written requests to contact a specified employee of Marvel
International or any affiliate at specified intervals.



4.5 Severance. (a) If the Term is terminated pursuant to Section 4.1, 4.2(a) or 4.2(b)
hereof, or by the Employee, the Employee shall be entitled to receive his Base Salary, benefits and
reimbursements provided hereunder at the rates provided in Sections 3.1, 3.5 and 3.6 hereof to the
date on which such termination shall take effect. In addition, if the Term is terminated pursuant
to Section 4.1, 4.2(b) or 4.3(a) hereof, the Employee shall also be entitled to receive any bonus
which has been awarded under Section 3.2 in respect of a previously completed fiscal year but which
has not yet been paid and a pro rata portion (based on time) of the annual bonus for the year in
which the termination date occurs (a “Pro Rata Bonus”), and all equity arrangements provided to the
Employee hereunder or under any employee benefit plan of the Company shall immediately vest and
shall remain exercisable for ninety days. The Pro Rata Bonus to which the Employee is entitled, if
any, shall be determined by reference to the attainment of the performance goals referred to in
Section 3.2 as of the end of the fiscal year in
which termination of employment occurs and shall be paid when bonuses in respect of that year
are generally paid to the Company’s other employees but in no event later than March 14 of the next
fiscal year.


 


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(b) During any period of Garden Leave in accordance with Section 4.4 hereof, the Employee
shall receive his salary and all contractual benefits.



(c) Except as provided in this Section 4.5, pursuant to the Company’s Stock Incentive Plan
and as required by law, neither Marvel International nor the Company shall have any further
obligation to the Employee after termination of the Term.




5. Protection of Confidential Information; Non-Competition



5.1 The Employee recognizes and agrees that he will be responsible for (i) actively conducting
Marvel International’s and the Company’s business, (ii) overseeing activities of Marvel
International and the Company, (iii) developing and implementing strategies on behalf of Marvel
International and the Company everywhere they currently conduct their business, and (iv) affecting
licensees, customers, suppliers, and distributors everywhere Marvel International and the Company
conduct their business. In addition, the Employee recognizes and agrees that, to enable him to
satisfy his duties and responsibilities under this Agreement, Marvel International and the Company
will invest substantial resources in him by making available to him Confidential Information (as
defined below) and other valuable resources and assets to which he would not have had access, but
for his employment with Marvel International. To protect Marvel International’s and the Company’s
business interests, including their Confidential Information (as defined below) and business
relationships, the Employee agrees:



5.1.1 To keep and retain in the strictest confidence all confidential matters of Marvel
International, the Company and their affiliates, including, without limitation, any trade secret or
other information which is confidential or commercially sensitive and which is not in the public
domain relating or belonging to Marvel International, the Company or their affiliates including,
but not limited to, information relating to the business or operational methods, corporate plans
and strategies, management systems, finances, new business opportunities, scripts and storylines of
entertainment projects, plans or activities involving the financing, development, casting,
marketing, release and/or distribution of entertainment projects, story and character ideas, trade
agreements, 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, training presentations, promotional brochures, know-how,
discoveries, and other technical information relating to the creation, production or supply of
future products or services of Marvel International, the Company or their affiliates, 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 Marvel International or any of its affiliates
owes an obligation of confidentiality to any third party (“Confidential Information”), learned by
the Employee heretofore or hereafter, and not to use or disclose them to anyone outside of Marvel
International and the Company, either during
or after the Employee’s employment with Marvel International, except in the course of
performing the Employee’s duties hereunder or with the Company’s express written consent;
provided, however, that the restrictions of this Section 5.1.1 shall not apply to
that part of the Confidential Information that the Employee demonstrates is or becomes generally
available to the public other than as a result of a disclosure by the Employee or is available, or
becomes available, to the Employee on a non-confidential basis, but only if the source of such
information is not prohibited from transmitting the information to the Employee by a contractual,
legal, fiduciary, or other obligation (but, notwithstanding this paragraph, the Employee 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, he
shall provide written notice to Marvel International and 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 Marvel International and the Company to lawfully resist disclosure of such information.
Nothing in this Agreement shall prevent the Employee from testifying or meeting with any
representatives of any law enforcement agency who are investigating any matters involving Marvel
International’s or the Company’s business practices); and


 


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5.1.2 To deliver promptly to Marvel International or the Company on termination of the
Employee’s employment by Marvel International, or at any time Marvel International or the Company
may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints and other
documents (and all copies thereof) relating to Marvel International’s or the Company’s business and
all property associated therewith, which the Employee may then possess or have under the Employee’s
control.



5.2 For a period of six (6) months after he ceases to be employed by Marvel International
under this Agreement or otherwise, if such cessation arises pursuant to Section 4.2(a) or as a
result of termination by the Employee in breach of this Agreement, the Employee shall not, directly
or indirectly, enter the employ of, or render any services to, any person, firm or entity engaged
in the business of consumer product licensing in Europe or in any nation from which Marvel
International or any of its affiliates have obtained more than $50,000 in licensing revenue in the
preceding twelve months; the Employee shall not engage in such business on the Employee’s own
account; and the Employee shall not 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 Section 5.2 shall be deemed to prohibit the Employee from acquiring,
solely as an investment, up to five percent (5%) of the outstanding shares of capital stock of any
public corporation.



5.3 If the Employee commits a breach, or threatens to commit a breach, of any of the
provisions of Section 5.1, Section 5.2, Section 6 or Section 7 hereof, Marvel International shall
have the following rights and remedies:



5.3.1 The right and remedy to require the Employee to account for and pay over to Marvel
International all compensation, profits, monies, accruals, increments or other
benefits (collectively “Benefits”) derived or received by the Employee as the result of any
transactions constituting a breach of any of the provisions of Section 5.2 hereof, and the Employee
hereby agrees to account for and pay over such Benefits to Marvel International. 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 Marvel International or the Company under law or in equity;
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5.3.2 Marvel International may terminate the Employee’s entitlement to severance payments or
other benefits under Section 4.5 hereof.



5.4 If any of the covenants contained in Section 5.1, Section 5.2, Section 6 or Section 7
hereof, or any part thereof, hereafter are construed to be invalid or unenforceable, the same shall
not affect the remainder of the covenant or covenants, which shall be given full effect, without
regard to the invalid portions.



5.5 The parties hereto intend to and hereby confer jurisdiction to enforce the covenants
contained in Section 5.1, Section 5.2, Section 6 and Section 7 hereof upon the courts of the United
Kingdom or any other state or country where the Employee resides or where the breach of the
covenant is occurring.




6. Prior Restrictions; Promise Not to Solicit.



6.1 The Employee represents that he is free to enter into this Agreement and is not restricted
in any manner from performing under this Agreement by any prior agreement, commitment, or
understanding with any third party. If Employee has acquired confidential or proprietary
information in the course of his prior employment or as a consultant, he will fully comply with any
duties not to disclose such information then applicable to him during the Term.



6.2 The Employee will not during the Term induce or attempt to induce any employee of Marvel
International or its affiliates to stop working for Marvel International or its affiliates or to
work for any competitor of Marvel International or the Company.



6.3 The Employee will not, for a period of six months after the date of the termination of his
employment with Marvel International, (1) 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 Marvel International, the Company or their affiliates (A) for which he was
responsible during his employment with Marvel International, (B) with whom he had business contacts
or dealings on behalf of Marvel International, the Company or their affiliates during his
employment with Marvel International, or (C) about which he learned confidential information during
his employment with Marvel International; (2) induce or attempt to induce any employee of,
independent contractor for or service provider to Marvel International or its affiliates having
access to Confidential Information, and with whom the Employee had material dealings during the 12
months prior to termination, to stop working, or to
reduce their work or services, for Marvel International, the Company or any of their
affiliates or to work for any competitor of any of those entities; or (3) induce or attempt to
induce any party referred to in clause (1) of this sentence to alter its business dealings with
Marvel International, the Company or their affiliates.


 


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7. Inventions and Patents; Intellectual Property.



7.1 The Employee acknowledges that, because of the nature of his duties and the particular
responsibilities arising as a result of such duties, the Employee owes to Marvel International and
its affiliates, an obligation to further the interests of those entities.



7.2 The Employee shall promptly disclose to Marvel International any idea or invention created
or developed by him which is actually or potentially relevant to the business of Marvel
International and/or its affiliates.



7.3 The Employee acknowledges that all trade marks, registered designs, design rights,
copyright, database rights and other intellectual property rights, whether in existence now or
coming into existence at any time in the future, will, on creation either during the normal course
of employment or by using materials, tools or knowledge made available through the Employee’s
employment, vest in and be the exclusive property of Marvel International or any of its affiliates
which Marvel International shall nominate and, if required to do so (whether during or after the
termination of the Employee’s employment), the Employee will execute all instruments and do all
things necessary to vest ownership in the above rights in Marvel International as sole beneficial
owner. Where the same does not automatically vest by Act of Parliament, the Employee will
immediately assign the same to Marvel International. The Employee irrevocably waives all of his
rights pursuant to sections 77 to 83 inclusive of the Copyright Designs and Patents Act 1988.
Furthermore, the Employee understands that within the scope of his employment, he may create or
contribute to literary, artistic, or other kinds of material (collectively, the “Works”) that may
qualify as “works made for hire” under United States copyright law, and if so, that Marvel
International (or, if applicable, the Company) is the author and sole owner of the Works in the
United States and worldwide, and the Employee waives any rights he 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, the
Employee assigns, grants, transfers and conveys to Marvel International (or, if applicable, the
Company) all his right, title and interest to the Works for the entire length of time they are
protected by any applicable law. The Employee agrees (whether during or after his employment with
Marvel International) to sign any document Marvel International or the Company may reasonably
request in order to secure or enforce Marvel International’s (or, if applicable, the Company’s)
rights in the Works. The Employee irrevocably appoints the Company and any of its officers as his
attorney-in-fact to secure and enforce the rights in his name. To the extent that the Employee
retains any right, title or interest to the Works, he agrees to: (i) unconditionally and
irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind
against Marvel International, the Company or their affiliates with respect to such rights; (ii)
consent to and join in any action to enforce such rights at the request of Marvel International,
the Company or any of their affiliates; and
(iii) grant to Marvel International (or, if applicable, 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).


 


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7.4 The Employee appoints Marvel International to be his attorney in the Employee’s name and
on the Employee’s behalf to execute any such instrument or do any such thing necessary for the
purpose of giving to Marvel International or its nominee the full benefit of the provisions of this
Section 7. It is a condition of the Employee’s employment with Marvel International that he
execute as a deed the Power of Attorney attached as Schedule 2 to this Agreement.



7.5 The provisions of this Section 7 shall survive termination of employment insofar as they
relate to trade marks, registered designs, design rights, copyright, database rights and all other
intellectual property rights which were created before the termination of the Employee’s
employment.




8. Indemnification.



To the fullest extent permitted by applicable law, Employee shall be indemnified and held
harmless for any action or failure to act in his capacity as an officer or employee of Marvel
International or any of its affiliates or subsidiaries. In furtherance of the foregoing and not by
way of limitation, if Employee is a party or is threatened to be made a party to any suit because
he is an officer or employee of Marvel International or such affiliate or subsidiary, he shall be
indemnified against expenses, including reasonable attorney’s fees, judgments, fines and amounts
paid in settlement if he acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of Marvel International or such affiliate or subsidiary, and with
respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was
unlawful. The Employee shall give Marvel International and the Company prompt notice of any such
suit; provided, that his failure to do so shall not relieve Marvel International or the Company
from any obligation that it would otherwise have pursuant to this Section 8 except to the extent
that Marvel International or the Company has been prejudiced by that failure. Marvel International
and/or the Company shall have the option to control the defense and settlement of any such suit.
No settlement affecting the Employee’s rights shall be entered into by Marvel International or the
Company or any of their affiliates without the Employee’s consent, such consent not to be
unreasonably withheld. Indemnification under this Section 8 shall be in addition to any other
indemnification by Marvel International and/or the Company of its officers and directors. Expenses
incurred by Employee in defending an action, suit or proceeding for which he claims the right to be
indemnified pursuant to this Section 8 shall be paid by Marvel International in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf
of Employee to repay such amount in the event that it shall ultimately be determined that he is not
entitled to indemnification by Marvel International or the Company. Such undertaking shall be
accepted without reference to the
financial ability of Employee to make repayment. The provisions of this Section 8 shall apply
as well to the Employee’s actions and omissions as a trustee of any employee benefit plan of Marvel
International, its affiliates or subsidiaries.


 


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9. Governing Law; Jurisdiction. This Agreement shall be governed by English law and,
subject to Section 5.5 above, the parties hereto agree to submit any dispute as to its terms or
effect to the exclusive jurisdiction of the English courts.




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
or sent by overnight courier (notices sent by overnight courier shall be deemed to have been given
on the scheduled delivery date), as follows (or to such other address as either party shall
designate by notice in writing to the other in accordance herewith):




If to Marvel International, to:




Marvel Entertainment International, Ltd

54 Great Marlborough St.

London W1F 7JU

United Kingdom

Attn: [                    ]




with a copy to:




Marvel Entertainment, Inc.

417 Fifth Avenue

New York, New York 10016

USA

Attention: General Counsel



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




11. General.



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


 


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11.2 This Agreement sets forth the entire agreement and understanding of the parties relating
to the subject matter hereof and supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof. No representation, promise or inducement
has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or liable for any alleged representation, promise or
inducement not so set forth. This Agreement expressly supersedes all agreements and understandings
between the parties regarding the subject matter hereof and any such agreement or understanding is
terminated as of the date first above written.



11.3 This Agreement, and the Employee’s rights and obligations hereunder, may not be assigned
by the Employee. Marvel International may assign its rights, together with its obligations,
hereunder (i) to any affiliate or (ii) to third parties in connection with any sale, transfer or
other disposition of all or substantially all of its business or assets; in any event the
obligations of Marvel International hereunder shall be binding on its successors or assigns,
whether by merger, consolidation or acquisition of all or substantially all of its business or
assets.



11.4 This Agreement may be amended, modified, superseded, canceled, renewed or extended and
the terms or covenants hereof may be waived, only by a written instrument executed by both of the
parties hereto, or in the case of a waiver, by the party waiving compliance. The failure of either
party at any time or times to require performance of any provision hereof shall in no manner affect
the right at a later time to enforce the same. No waiver by either party of the breach of any term
or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing waiver of any such
breach, or a waiver of the breach of any other term or covenant contained in this Agreement.



11.5 This Agreement may be executed in one or more counterparts, each of which will be deemed
to be an original copy of this Agreement and all of which, when taken together, will be deemed to
constitute one and the same agreement.



11.6 In the event that any one or more of the provisions contained herein, or the application
thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.



11.7 There are no collective agreements that directly affect the terms and conditions of the
Employee’s employment.




12. Subsidiaries and Affiliates.



As used herein, the term “subsidiary” shall mean any corporation or other business entity
controlled directly or indirectly by Marvel International or the 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 Marvel International or the
business entity in question.


 


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13. Contracts (Rights of Third Parties) Act 1999



Section 3.5 of this Agreement may confer rights on the Employee’s spouse or dependants under
the Contracts (Rights of Third Parties) Act 1999. Save as expressly stated, no other rights are
conferred to the Employee’s spouse or dependants or to any other third party other than Marvel
International or its affiliates.




14. Deductions



For the purposes of the Employment Rights Act 1996, the Employee authorises Marvel
International at any time during the continuance of this Agreement and in any event on termination
howsoever arising, to deduct from the Employee’s remuneration (which for this purpose includes,
without limitation, salary, pay in lieu of notice, commission, bonus, holiday pay and sick pay) all
debts owed by the Employee to Marvel International or any affiliate, including but without
limitation the balance outstanding of any loans (and interest where appropriate) advanced by Marvel
International to the Employee, the cost of repairing any damage or loss to Marvel International’s
property caused by the Employee and any loss suffered by Marvel International as a result of any
neglect or breach of duty by the Employee.




15. Personal Information



15.1 Information relating to the Employee may be held by Marvel International in its manual
and automated filing systems, including details of the Employee’s remuneration, absence record,
medical record, tax code, home address, and so on. The Employee hereby consents to the processing
and disclosure of such personal data both inside and, where necessary, outside the European
Economic Area for the purposes of salary administration, personnel administration, health
administration, health insurance/benefits, any other benefit or administration or Marvel
International or its affiliates, training and appraisal (including performance and disciplinary
records), equal opportunities monitoring, management purposes and as required for the purposes of
complying with Marvel International or its affiliates’ obligations under employment law or the
marketing of products and services to the Employee.



15.2 The Employee agrees to use all reasonable endeavours to keep Marvel International
informed of any changes to the Employee’s personal data, including any change of the Employee’s
home address.


 


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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.



COMPANY:



	 	 	 	 	 	 	 
	MARVEL ENTERTAINMENT	 	 	 	 
	INTERNATIONAL LIMITED	 	 	 	EMPLOYEE:
	 
	 	 	 	 	 	 
	By:

	 	/s/ Benjamin Dean
	 	 	 	/s/ Simon Philips
	 

	 	 
	 	 	 	 
	 

	 	Benjamin Dean
	 	 	 	Simon Philips
	 

	 	Secretary	 	 	 	 






 


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SCHEDULE 1




Additional Benefits:




	 	1.	 	Automobile Allowance. The Employee shall be eligible for an automobile
allowance in the amount of £640 per month in accordance with the Company’s policy.







 


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