Exhibit 10.8



 




Exhibit 10.8




REIMBURSEMENT AGREEMENT



     THIS REIMBURSEMENT AGREEMENT (the “Agreement”) is made and entered into
effective as of this 19th day of June 2003, by and between Steven Jobs
(“Jobs”), and Pixar, a California corporation.



     In consideration of the mutual promises, agreements, covenants,
warranties, representations and provisions contained herein, the parties agree
as follows:



     1.     Reimbursement of Aircraft Expense. Subject to the terms and conditions
contained herein, if during the Term (as defined hereafter) Jobs uses his
aircraft in connection with his travel on Pixar business, Pixar agrees to
reimburse to Jobs the expense of such use. Jobs’ aircraft is identified as a
Gulfstream V aircraft, serial number 586, Federal Aviation Administration
registration number N2N (the “Aircraft”).



     2.     Term. The term of this Agreement (the “Term”) shall commence on the
effective date hereof (the “Commencement Date”) and end on December 31, 2003
(the “Initial Term Expiration Date”). Notwithstanding the foregoing, and unless
this Agreement has earlier been terminated in accordance with its terms, the
Term shall continue after the Initial Term Expiration Date on an annual basis.
Either party may terminate this Agreement any time during the Term upon not
less than thirty (30) days written notice to the other. This Agreement shall
terminate on the termination of Jobs’ employment by Pixar.



     3.     Base of the Aircraft. Pixar acknowledges that Jobs currently bases the
Aircraft at Stockton Metropolitan Airport, Stockton, California (the “Base”),
and that Job’s use of the Aircraft for Pixar business travel shall include
ferry flights to and from the Base at the beginning and end of such business
travel.



     4.     Reimbursement.



          (a)     Pixar shall reimburse to Jobs in connection with his use of the
Aircraft during the Term for Pixar business travel the following amounts
(referred to collectively as the “Reimbursement Amounts”) within 30 days of
receipt of an invoice from Jobs or his representative with respect to such use:




               (i)     $7,500 per operating hour for use of the Aircraft, as such rate may be
adjusted periodically by the mutual consent of the parties;




               (ii) 
    all fees, including fees for landing, parking, hangar, tie-down,
handling, customs, use of airways and permission for overflight;




               (iii)     all expenses for in-flight catering;











 





               (iv)     all travel expenses for pilots, flight attendants and other flight
support personnel, including food, lodging and ground transportation; and




               (v)     all communications charges, including in-flight telephone.





		
	 	     Jobs’ invoices shall include the date, departure point, arrival point,
number of passengers and number of operating hours for each flight by
Pixar and documentation of the other expenses to be reimbursed hereunder.



          (b)     In no event shall the amount reimbursed under this Agreement on an
annual basis exceed $300,000 without the further written consent of Pixar’s
Board of Directors.



     5.     Pilots. For all flights of the Aircraft by Pixar pursuant to this
Agreement, Jobs shall cause the Aircraft to be operated by pilots who are duly
qualified under the Federal Aviation Regulations, including without limitation,
with respect to currency and type-rating, whose licenses and certificates are
in good standing, and who meet all other requirements established and specified
by the FAA and the insurance policies required hereunder.



     6.     Operation and Maintenance Responsibilities of Jobs. This agreement is
not intended to constitute a lease of the Aircraft. Jobs shall be in
operational control of the Aircraft at all times during the Term. Jobs shall be
solely responsible for the operation and maintenance of the Aircraft and shall
operate and maintain such Aircraft in compliance with all applicable laws and
regulations.



     7.     Insurance. Jobs shall maintain in effect at his own expense throughout
the Term, insurance policies containing such provisions and providing such
coverages as Jobs deems appropriate. Notwithstanding the foregoing, Jobs shall
maintain property damage and personal injury aviation liability insurance with
coverage in the amount of no less than $100,000,000 combined single limit per
occurrence (the “Required Insurance”). Jobs shall cause the policies providing
the Required Insurance to (a) name Pixar as an additional insured, (b) not be
subject to any offset by any other insurance carried by Jobs or Pixar, (c)
contain a waiver by the insurer of any subrogation rights against Pixar, (d)
insure the interest of Pixar, regardless of any breach or violation by the Jobs
or of any other person (other than is solely attributable to the gross
negligence or willful misconduct of Pixar) of any warranty, declaration or
condition contained in such policies, (e) include a severability of interests
endorsement providing that such policy shall operate in the same manner (except
for the limits of coverage) as if there were a separate policy covering each
insured and (f) not be subject to cancellation or material modification without
at least 30 days’ written notice to Pixar. Pixar acknowledges that Jobs does
not maintain and is not required to maintain insurance against perils covered
by “war risk” insurance, including acts of war, hijacking, nuclear detonation,
strikes, sabotage, confiscation, and terrorism.



     8.     Indemnity; Loss or Damage



          (a)     Jobs shall indemnify, defend and hold harmless Pixar and its officers,
directors, agents and employees from and against any and all liabilities,
claims (including, without limitation, claims involving or alleging Pixar’s
negligence and claims involving strict or absolute liability in tort), demands,
suits, causes of action, losses, penalties, fines, expenses (including, without
limitation, attorneys’ fees) or damages (collectively, “Claims”), to the extent
relating to or arising out of Jobs’ breach of this Agreement if and to the
extent that Pixar would have had the

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benefit of insurance coverage for such Claims but for Jobs’ breach but not
including circumstances in which a Claim is solely attributable to the gross
negligence or willful misconduct of Pixar. Pixar agrees to seek recovery for
any Claims from all available insurance before seeking indemnification from
Jobs hereunder. The maximum amount of Jobs’ liability hereunder shall be
$250,000,000.



          (b)     Pixar shall indemnify, defend and hold harmless Jobs and his agents
and employees from and against any and all Claims to the extent relating to or
arising out of Pixar’s breach of this Agreement.



          (c)     In the event of loss or destruction of all or a portion of the
Aircraft, or in the event of confiscation or seizure of the Aircraft, this
Agreement shall automatically terminate; provided, however, that such
termination of this Agreement shall not affect Pixar’s obligation to pay Jobs
all unpaid Reimbursement Amounts.



     9.     General Provisions



          (a)     Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the construction or
interpretation of this Agreement.



          (b)     Partial Invalidity. If any provision of this Agreement, or the
application thereof to any person, place or circumstance, shall be held by a
court of competent jurisdiction to be illegal, invalid, unenforceable or void,
then such provision shall be enforced to the extent that it is not illegal,
invalid, unenforceable or void, and the remainder of this Agreement, as well as
such provision as applied to other persons, shall remain in full force and
effect.



          (c)     Waiver. With regard to any power, remedy or right provided in this
Agreement or otherwise available to any party, (i) no waiver or extension of
time shall be effective unless expressly contained in a writing signed by the
waiving party, (ii) no alteration, modification or impairment shall be implied
by reason of any previous waiver, extension of time, delay or omission in
exercise or other indulgence, and (iii) waiver by any party of the time for
performance of any act or condition hereunder does not constitute waiver of the
act or condition itself.



          (d)     Notices. Any notice or other communication required or permitted under
this Agreement shall be in writing and shall be deemed duly given upon actual
receipt, if delivered personally, by overnight courier or by telecopy; or three
(3) days following deposit in the United States mail, if deposited with postage
pre-paid, return receipt requested, and addressed to such address as may be
specified in writing by the relevant party from time to time, and which shall
initially be as follows:




	 	 	 
	To Jobs at:	 	
Steven Jobs

c/o Howson-Simon CPA, LP

101 Ygnacio Valley Road, Ste. 310

Walnut Creek, California 94596

Attn: Jeff Howson

Tel.: (925) 274-7690

Fax: (925) 977-9064



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	To Pixar at:	 	
Pixar

1200 Park Avenue

Emeryville, California 94608

Attn: Shelli Geer

Tel.: (510) 752-3354

Fax: (510) 752-3775





		
	 	     No objection may be made to the manner of delivery of any notice or other
communication in writing actually received by a party.



          (e)     California Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, regardless of the choice
of law provisions of California or any other jurisdiction.



          (f)     Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject matter contained in this
Agreement and supersedes any prior or contemporaneous agreements,
representations and understandings, whether written or oral, of or between the
parties with respect to the subject matter of this Agreement. There are no
representations, warranties, covenants, promises or undertakings, other than
those expressly set forth or referred to herein.



          (g)     Amendment. This Agreement may be amended only by a written agreement
signed by all of the parties.



          (h)     Binding Effect; Assignment. This Agreement shall be binding on, and
shall inure to the benefit of, the parties to it and their respective
successors and assigns; provided, however, that Pixar may not assign any of its
rights under this Agreement, and any such purported assignment shall be null,
void and of no effect.



          (i)     Attorneys’ Fees. Should any action (including any proceedings in a
bankruptcy court) be commenced between any of the parties to this Agreement or
their representatives concerning any provision of this Agreement or the rights
of any person or entity thereunder, solely as between the parties or their
successors, the party or parties prevailing in such action as determined by the
court shall be entitled to recover from the other party all of its costs and
expenses incurred in connection with such action (including, without
limitation, fees, disbursements and expenses of attorneys and costs of
investigation).



          (j)     Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy,
and each and every remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or in equity
by statute or otherwise. The election of any one or more remedies shall not
constitute a waiver of the right to pursue other remedies.



          (k)     No Third Party Rights. Nothing in this Agreement, whether express or
implied, is intended to confer any rights or remedies under or by reason of
this Agreement on any person other than the parties to this Agreement and their
respective successors and assigns, nor is

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anything in this Agreement intended to relieve or discharge the obligation
or liability of any third persons to any party to this Agreement, nor shall any
provision give any third person any right of subrogation or action over or
against any party to this Agreement.



          (l)     Counterparts. This Agreement may be executed in one or more
counterparts, each of which independently shall be deemed to be an original,
and all of which together shall constitute one instrument.



          (m)     Relationship of the Parties. Nothing contained in this Agreement shall
in any way create any association, partnership, joint venture, or
principal-and-agent relationship between the parties hereto or be construed to
evidence the intention of the parties to constitute such.



          (n)     Limitation of Damages. Each party waives any and all claims, rights
and remedies against the other, whether express or implied, or arising by
operation of law or in equity, for any punitive, exemplary, indirect,
incidental or consequential damages whatsoever.



          (o)     Survival. All representations, warranties, covenants and agreements,
set forth in Sections 4, 7, 8 and 9 contained in this Agreement shall survive
the expiration or termination of this Agreement.



     IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to
be duly executed effective as of the day and year first written above.




	 	 	 	 	 
	STEVEN JOBS:	 	
PIXAR:	 	 
	 
	 	 	 	 	 
	 
	/s/ STEVEN JOBS



 	 	
By:
	 	/s/ ANN MATHER



	 
	 	 	
Its:
	 	Chief Financial Officer





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