Exhibit
10.13


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 11,
2007, by and between Current Media, LLC, a Delaware limited liability company
(the “Company”), and DAVID NEUMAN (“Executive”).


 


The parties agree as follows:


 


1.        Employment
and Title.  Effective as
of October 27, 2007, the Company employs Executive as, and Executive
accepts employment to serve as, President, Programming of the Company and its
current subsidiaries (collectively, the “Group”), all upon the terms and
conditions set forth in this Agreement, including the powers and authority set
forth in Paragraph 2 below.


 


2.        Powers and Authority.


 


(a)     During the “Term”, as defined
in Paragraph 5 below, Executive shall be President, Programming of the Group,
and shall have such duties and responsibilities as may be assigned to Executive
by the CEO of the Company (currently Joel Hyatt) (the “CEO”), which duties and
responsibilities shall include responsibility for all programming activities of
the Group.  During the Term, there shall
be no executive in the Group with, responsibility for programming (other than
the CEO and the Chairman of the Board of the Company) with a title or
programming responsibilities equal or senior to that of the Executive.  All Group employees and consultants in the
area of programming shall report to the Executive.


 


(b)    Executive’s services shall be
exclusive to the Group.  Executive shall
devote Executive’s best efforts and Executive’s full business time (except as
provided in the following sentence) to the services to be performed
hereunder.  Executive may serve on the
Boards of Directors of (but in no other capacity for) other companies (provided
they do not compete with the Company) and non-profit organizations, may manage
the investment of Executive’s personal assets, and may make new investments of
Executive’s personal assets in other companies so long as such activities do
not materially interfere with Executive’s duties hereunder and (other than
investments not to exceed 1% of the total outstanding shares of publicly-traded
companies) such companies do not directly compete with the Company.


 


(c)     Executive shall Comply with
the Company’s policies and procedures applicable to employees of Executive’s
stature as in effect from time to time to the extent that such policies are
made available to or known by Executive.


 


3.        Location.  The location of Executive’s principal place
of employment shall be in the Company’s principal executive offices in San
Francisco, California, provided, however, that at such time as a new facility is operational
in Los Angeles, California, which facility houses most of the Company’s
programming and production, but not later than March 1, 2008, Executive’s
principal place of employment shall be in Los Angeles, California.


 

















 


 


4.        Reporting.  Executive shall report directly to the CEO of
the Company (currently Joel Hyatt).


 


5.        Term.  Subject to the provisions for earlier
termination set forth in Paragraph 8 below, the term of Executive’s employment
hereunder shall commence on October 27, 2007, and continue for three (3) years
through and including October 26, 2010 (the “Term”).  Neither the Company nor Executive shall have
any obligation to renew or extend this Agreement beyond the Term.


 


6.        Compensation.


 


(a)     Salary and Bonus.  In consideration for the services to be
rendered by Executive, and in full discharge of the Company’s salary
obligations, Company shall pay to Executive and Executive shall accept the
following amounts, less any tax withholdings required by law:


 


(i)        An annualized base salary
of $750,000 during the first twelve-month period of the Term $825,000 during
the second twelve-month period, and $900,000 during the third twelve-month
period, payable bi-weekly in arrears commencing on the first regular bi-weekly
payment date; and


 


(ii)       An annual performance-based
bonus, or such applicable prorated portion thereof for any partial Company
fiscal year during the Term, to be determined in the reasonable discretion of
the CEO based on the achievement of performance deliverables that ate
established by the Executive and the CEO, on an annual basis.  The maximum bonus opportunity shall be
$150,000 for the first twelve-month period of the Term, $175,000 for the second
twelve-month period and $200,000 for the third twelve-month period.


 


(b)    Business Expenses.  During the Term, the Company shall pay or
reimburse Executive promptly for all reasonable business expenses incurred by
Executive in the performance of Executive’s duties under this Agreement if properly
substantiated and in accordance with the Company’s policies and procedures
applicable to its senior employees generally. 
At such time as Executive’s principal place of employment becomes Los
Angeles, California, Executive may obtain reimbursement for all reasonable
business expenses incurred by Executive in connection with fulfilling Executive’s
responsibilities in San Francisco, California.


 


(c)     Insurance.  During the Term, Executive shall be entitled
to and shall be accorded all rights and benefits under any life insurance,
disability insurance, health and major medical insurance policy or policies
which the Company provides for its senior employees generally.  Nothing in this paragraph shall require the
Company to retain any particular policy or plans (which are subject to change
by the Company).


 


(d)    Employee Benefit Plans.  Executive shall be entitled to participate in
and/or receive all fringe benefits, vacation plans, and all other employee
benefits under any 401(k) plan, savings plan, pension plan and any other
similar plan or program which the Company provides for its senior employees
generally, all subject to the terms and


 


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conditions of the various
benefit plans (which shall be subject to change by the Company).  Executive shall be entitled to at least four
weeks of paid vacation each year, not including Company or public holidays.


 


7.        Equity
Incentive.  Simultaneously
with the execution of this Agreement, the Executive and the Company are entering
into a Share Award Agreement in the form attached hereto as Exhibit A.


 


8.        Termination.


 


(a)     Reasons for Termination.  Executive’s employment and this Agreement
(other than those provisions set forth in Paragraph 12(j) below) shall
terminate in accordance with the following provisions:


 


(i)        Death.  Executive’s employment and this Agreement
shall terminate automatically upon the death of Executive.


 


(ii)       Disability.  Executive’s employment and this Agreement
shall terminate at the option of the Company, if Executive is disabled.  Disability shall mean Executive’s inability to
substantially perform his duties hereunder due to a medically determinable
physical or mental impairment that can reasonably be expected to result in
death within twelve (12) months or which has lasted or can be expected to last
for at least 90 days in a consecutive 365 day period.


 


(iii)      Without Cause.  Upon notice by the Company to Executive
without “Cause”.


 


(iv)     For Cause.  Upon written notice by the Company to
Executive for “Cause”, which shall include only:


 


(1)       The continued failure of
Executive to substantially perform Executive’s duties with the Company (other
than any such failure resulting from illness, temporary absence, legal
incapacity or disability) for fifteen (15) days after a demand for substantial performance
is delivered in writing to Executive by the Company that specifically
identifies the manner in which Executive has not substantially performed his
duties;


 


(2)       Executive’s continued
failure to follow reasonable and lawful directives (consistent with the terms
of this Agreement) of the CEO after a demand for Executive to follow such
directives is delivered in writing to Executive by the Company that
specifically identifies the manner in which Executive has not followed such
directives;


 


(3)       The engaging by Executive
in willful, reckless or grossly negligent misconduct in connection with his
employment, unless Executive immediately ceases such misconduct and remedies
the adverse effect of such misconduct within thirty (30) days, after a demand
to cease engaging in such misconduct is delivered in writing to Executive by
Company that specifically identifies such misconduct;


 


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(4)       Executive’s
conviction of an offense or plea of guilty or nolo contendre to a charge
involving moral turpitude or felony; or


 


(5)       The material breach by
Executive of this Agreement and the failure to cure such breach within fifteen
(15) days of delivery of a written notice to Executive by the Company that
specifically identifies the breach.


 


(v)      For Good Reason.  Upon thirty (30) days written notice by
Executive to the Company for “Good Reason”, which shall include:


 


(1)       A substantial and adverse
change in Executive’s status or position with the Company as the same existed
on the commencement of the Term hereof that is not cured within thirty (30)
days after written notice thereof to the Company from Executive;


 


(2)       A reduction (other than for
Cause) by the Company of Executive’s aggregate compensation under Paragraph 6(a) above
as in effect on the commencement of the Term hereof or as in effect thereafter
if such compensation has been increased, unless such a reduction is restated
retroactively not later than thirty (30) days after written notice thereof to
the Company from Executive;


 


(3)       A relocation of Executive’s
principal place of employment to any place outside the greater San Francisco or
Los Angeles areas; or


 


(4)       Any material breach by the
Company of any material provision of this Agreement that is not cured within
thirty (30) days after written notice thereof to the Company from Executive.


 


(vi)     Expiration.  At the expiration of the Term.


 


(b)    Compensation in the Event
of Termination.


 


(i)        Death or Disability.
 If the Agreement is terminated under
Paragraph 8(a)(i) or 8(a)(ii) above, Executive or his estate (as the
case may be) shall receive the compensation provided in Paragraph 6(a) above,
if any, prorated to the date of termination of his employment, and all amounts
accrued under benefit plans in which Executive is a participant as of the date
of termination of employment, including without limitation the benefits
provided, in Paragraph 6(e) in accordance with the provisions of the
policies of the Company.


 


(ii)      Without Cause or for Good
Reason.  If the Agreement is
terminated under Paragraph 8(a)(iii) or 8(a)(v) above, Executive
shall receive the following:  (1) subject
to Paragraph 8(c), payments of base salary as and when due under Paragraph 6(a)(i) above
through the Full Term; (2) a pro-ration of the maximum bonus opportunity
under Paragraph 6(a)(ii) above for the relevant period through the date of
termination; and (3) all amounts accrued under benefit plans in which
Executive is a participant as of the date of termination,


 


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of employment, including without limitation the
benefits provided in Paragraph 6(e) in accordance with the provisions of
the policies of the Company.


 


(iii)     For Cause.  If the Agreement is terminated under Paragraph
8(a)(iv) above, Executive shall not be entitled to receive any payment or
benefits following the date of termination, except as may be accrued to the
date of termination, or vested under any plan or policies of the Company.


 


(c)     No Mitigation Obligation;
Offset and Reduction.  In the event
this Agreement and Executive’s employment is terminated for any reason,
Executive shall have no duty to mitigate damages or seek employment.  The foregoing notwithstanding, to the extent
that Executive is employed, by any other party during the Full Term following a
termination under Paragraph 8(a)(iii) or 8(a)(v), any compensation
received by the Executive from such employment shall reduce the amount payable
by the Company under Paragraph 8(b)(ii).


 


(d)    Equity Incentive.  The Executive’s and Company’s rights and
obligations with respect to the share award described in Exhibit A
following a termination of employment shall be governed exclusively by the
Share Award Agreement attached hereto as Exhibit A (and the LLC Agreement,
as that term is defined in Exhibit A).


 


9.        Representations and Warranties; Indemnity;
Insurance.


 


(a)     Each party represents and
warrants to the other that he or it has the full power and authority to enter
into and perform its obligations under this Agreement and that his or its
execution of and performance under this Agreement shall not constitute a
default under or breach of terms of any other agreement or order of any court
or governmental authority to which it is a party or under which it is bound.


 


(b)    Each party shall indemnify,
defend and hold harmless the other from and against any and all claims,
demands, losses, damages, charges, actions, causes of action, recoveries,
judgments, penalties and expenses (including reasonable outside attorneys’
fees) incurred in connection with or arising out of the breach of any covenant,
representation or warranty contained in this Agreement.  The Executive shall be entitled to
indemnification as an officer of the Company to the extent provided in the
First Amended and Restated Operating Agreement of the Company dated as of May 4,
2004 (the “Operating Agreement”).


 


10.      Property Rights.


 


(a)     Executive agrees that all
results and proceeds of Executive’s services, including any ideas, programs,
formats, plans and arrangements, composed, conceived or created by Executive
during the period of this employment, solely or in collaboration with others
(collectively, the “Creations”), whether or not same is made at the request or
suggestion of the Company, or during or outside regular hours of work, shall at
all times be and remain the sole and exclusive property of the Company.  Executive further agrees that the Executive
will, at the request of the


 


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Company, execute and
deliver to the Company, in form satisfactory to the Company, documents
evidencing the Company’s ownership to the foregoing; but notwithstanding that
no such documents are executed, the Company, as Executive’s employers, shall be
deemed the owner thereof immediately upon creation.  Anything in this Agreement to the contrary
notwithstanding, the provisions of this paragraph shall survive the
termination, for any reason, of this Agreement.


 


(b)    Notwithstanding Paragraph 10(a) above,
the Company shall, not own any Creations created by Executive prior to the Term
or solely during Executive’s leisure hours during the Term, which Creation is
not related in any manner to, or derived in any manner from, any projects,
concepts and/or intellectual property of any nature of the Company or any of
its affiliates or is otherwise covered under Section 2870 of the
California Labor Code, the text of which is attached as Exhibit B hereto.  Notwithstanding the foregoing, Executive
agrees to submit to the Company any such Creation which Executive desires to
commercially exploit, and the Company will notify Executive within ten (10) business
days of receipt if the Company desires to start negotiations for rights
thereto.  If no agreement is reached
within thirty (30) days after the start of negotiations, then the Executive
will make an offer to the Company for such rights and if the Company does not
accept, Executive may negotiate elsewhere the rights so offered.


 


11.      Confidential Material; Non-Solicitation.


 


(a)     Disclosure.  Executive acknowledges that, in the performance
of duties on behalf of the Company, Executive shall have access to, receive and
be entrusted with confidential information, including but in no way limited to
development, marketing, organizational, financial, management, administrative,
production, distribution and sales information, data, specifications and
processes presently owned or at any time in the future developed by, the
Company or its agents or consultants, or used presently or at any time in the
future in the course of its business that is not otherwise part of the public
domain (collectively, the “Confidential Material”).  All such Confidential Material is considered
secret and will be available to Executive in confidence. Except in the
performance of Executive’s duties on behalf of the Company or as required by
law, Executive shall not, directly or indirectly for any reason whatsoever
disclose or use any such Confidential Material, unless such Confidential
Material ceases (through no fault of Executive’s) to be confidential because it
has become publicly available.  All
records, files, drawings, documents, equipment and other tangible items,
wherever located, relating in any way to the Confidential Material or otherwise
to the Company’s business, which Executive prepares, uses, or encounters, shall
be and remain the Company’s sole and exclusive property and shall be included
in the Confidential Material.  Upon
termination of this Agreement by any means, or whenever requested by the
Company, Executive shall promptly deliver to the Company any and all of the
Confidential Material not previously delivered to the Company that may be or at
any previous time has been in Executive’s possession or under Executive’s
control; provided, however, Executive may keep Executive’s rolodex, personal
files or other personal list of addresses and telephone numbers.


 


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(b)    Unfair
Competition.  Executive hereby
acknowledges that the sale or unauthorized use or disclosure of any of the
Company’s Confidential Material by Executive by any means whatsoever (except as
provided in Paragraph 11(a) above) at any time before, during or after
Executive’s employment with the Company shall constitute “Unfair Competition”.


 


(c)     Other.  In the event of the termination of Executive’s
employment for any reason, Executive (and any corporation or entity of which
Executive is a director, officer, employee or greater than five percent (5%)
shareholder) shall not, for a period of one (1) year:


 


(i)        directly or indirectly,
solicit or influence or attempt to solicit or influence any current or
prospective customer, client, vendor or supplier of the Company to divert his,
her or its business to any competitor of the Company (whether or not exclusive)
or otherwise terminate his, her, or its relationship with the Company for any
purpose or no purpose;


 


(ii)       directly or indirectly
solicit for employment any employee of the Company or any of its affiliates or
subsidiaries (except Executive’s secretary or personal assistant) or otherwise
cause or induce any employee of the Company to terminate his or her
relationship with the Company; or


 


(iii)      make any public statement
concerning the Company, any of its affiliates or subsidiaries, or Executive’s
employment unless previously approved by the Company, except (a) as may be
required by law, or (b) any primarily personal publicity issued by
Executive that includes incidental, non-derogatory reference to the Company or
its affiliates and/or Executive’s employment thereby.


 


12.      Miscellaneous.


 


(a)     Applicable Law and Venue.
 This Agreement and any disputes or
claims arising hereunder shall be construed in accordance with, governed by and
enforced under the laws of the State of California without regard for any rules of
conflicts of law.  Each party to this
Agreement consents to the personal jurisdiction and arbitration in such forum
and courts and each party hereto covenants not to, and waives any right to,
seek a transfer of venue from such jurisdiction on any grounds.


 


(b)    Interpretation.  The provisions of this Agreement were
negotiated by each of the parties hereto and this Agreement shall be deemed to have
been drafted by each party.


 


(c)     Representations of the
Company.  The Company represents and
warrants that this Agreement is validly binding on the Company and enforceable
in accordance with its terms.


 


(d)    No Waivers.  The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver of any such
provision, nor prevent such party


 


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thereafter from enforcing
such a provision or any other provision of this Agreement.  Rights granted the parties hereto herein are
cumulative and the election of one shall not constitute a waiver of such party’s
right to assert all other legal remedies available under the circumstances.


 


(e)     Notices.  Any notice to be given under the terms of this
Agreement shall be in writing and may be delivered personally, by telecopy,
telex or other form of written electronic transmission, by overnight courier or
by registered or certified mail, postage prepaid, and shall be addressed as
follows:


 


To the Company:



Current Media, LLC

118 King Street

San Francisco, CA 94107

Attention:  CEO

Facsimile: (415) 9958283


 


Either party may hereafter notify the other in writing
of any change of address.  Any notice
hereunder shall be in writing and shall be deemed to have been duly given (i) when
delivered personally, (ii) upon confirmation of receipt when such notice
or other communication is sent by facsimile or telex, (iii) one day after
timely delivery to an overnight delivery courier, or (iv) on the fifth day
following the date of deposit in the United States mail if sent by registered
or certified mail.


 


(f)     Severability.  The provisions of this Agreement are severable
and if any provisions of this Agreement shall be held to be invalid or
otherwise unenforceable, in whole or in part, the remainder of the provisions,
or enforceable parts thereof, shall not be affected thereby unless as a result
of such severing the remaining provisions or enforceable parts do not
substantially reflect the intention of the parties in entering into this
Agreement.


 


(g)    Successors and Assigns.
 The rights and obligations of the
parties under this Agreement shall inure to the benefit of and be binding upon
their successors and assigns, including the survivor upon any merger,
consolidation or combination of the Company with any other entity.


 


(h)    Entire Agreement.  This Agreement supersedes all prior agreements
and understandings between the parties hereto, oral or written, and may not be
modified or terminated orally.  No
modification, termination or attempted waiver shall be


 


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valid unless in
writing, signed by the party against whom such modification, termination or
waiver is sought to be enforced.


 


(i)      Survival.  The provisions of Paragraph 8, 9, 10, 11 and
12 of this Agreement shall survive the Term, it being understood that the
foregoing shall not limit Executive’s rights with respect to amounts due him
and unpaid at the expiration of the Term.


 


(j)      Confidentiality and Publicity.
 This Agreement shall remain confidential
and the terms shall not be divulged to any person (other than Executive’s professional
advisors and family) except to the extent required by law or legal process.  Any press release or announcement of or
relating to this Agreement or the employment by Executive and the timing of any
such announcement shall only be made with, the agreement of Executive and
Company.


 


(k)     Withholding; Payment.  Notwithstanding any other provisions of this
Agreement, the Company may withhold from amounts payable under this Agreement
all federal, state, local, and foreign taxes that are required to be withheld
by applicable laws or regulations.


 


(l)      Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.


 


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


 


	
   

  	
   

  	
  Current Media, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ David
  Neuman

  	
   

  	
  /s/ Joel
  Hyatt

  
	
  David
  Neuman

  	
   

  	
  Joel
  Hyatt, as its CEO

  



 


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EXHIBIT
B


 


California Labor Code


 


2870.   Application of provision
that employee shall assign or offer to assign rights in invention to employer


 


(a)   Any Provision in an employment
agreement which provides that an employee shall assign, or offer to assign, any
of his or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time
without using the employer’s equipment, supplies, facilities, or trade secret
information except for those inventions that either:


 


(1)   Relate at the time of
conception or reduction to practice of the invention to the employer’s
business, or actual or demonstrably anticipated research or development of the
employer; or


 


(2)   Result from any work performed
by the employee for the employer.


 


(b)   To the extent a
provision in an employment agreement purports to require an employee to assign
an invention otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of this state and
is unenforceable.