EXHIBIT 10.35 EMPLOYMENT AGREEMENT  EMPLOYMENT AGREEMENT, dated as of March 13, 2006, between Marvel Entertainment, Inc., a Delaware corporation (the "Company") and John N. Turitzin (the "Executive").  WHEREAS, the Company wishes to employ the Executive, and the Executive wishes to accept such employment, on the terms and conditions set forth in this Agreement; and  WHEREAS, the employment agreement between the Company and the Executive dated February 24, 2004 has expired.  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.  1.1Employment, Duties. The Company hereby employs the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company as Executive Vice President, Chief Administrative Officer and General Counsel, or in such other executive position as may be mutually agreed upon by the Company and the Executive.  The Executive shall report to the Company's Chief Executive Officer and Board of Directors and shall perform such other duties consistent with such positions as may be assigned to the Executive by the Company's Chief Executive Officer or the Board of Directors.  1.2Acceptance.  The Executive hereby accepts such employment and agrees to render the services described above.  During the Term, the Executive agrees to serve the Company faithfully and to the best of the Executive's ability, to devote the Executive's entire business time, energy and skill to such employment and to use the Executive's professional efforts, skill and ability to promote the Company's interests.  The Executive further agrees to accept election, and to serve during all or any part of the Term, as an officer or director of the Company and of any subsidiary or affiliate of the Company, without any compensation therefor other than that specified in this Agreement, if elected to any such position by the shareholders or by the Board of Directors of the Company
or of any subsidiary or affiliate, as the case may be. Unless otherwise agreed to in writing by the Company and the Executive, the Executive shall upon the expiration of the Term, immediately resign any such officer or director position.  1.3Location.  The duties to be performed by the Executive hereunder shall be performed primarily at the principal executive office of the Company in New York City, subject to customary travel requirements on behalf of the Company.   1


2.
        Term of Employment  2.1The Term.  The term of the Executive's employment under this Agreement (the "Term") shall commence on March 13, 2006 (the "Effective Date") and shall end on March 12, 2008 (the "Expiration Date"). The Term shall end earlier than the Expiration Date if sooner terminated pursuant to Section 4 hereof.  3.
        Compensation; Benefits.  3.1Salary.  As compensation for all services to be rendered pursuant to this Agreement, the Company agrees to pay the Executive during the Term a base salary, payable bi-weekly in arrears, at the annual rate of Five Hundred Twenty Thousand Dollars ($520,000), less such deductions or amounts to be withheld as required by applicable law and regulations and deductions authorized by the Executive in writing.  The Executive'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 senior executives of the Company in order to determine whether any change to the Executives base salary is warranted; provided, however, that under no circumstances will the Executives
base salary be less than the amount payable as of the Effective Date.  The Executive's base salary as in effect from time to time is referred to in this Agreement as the "Base Salary".  3.2Bonus.  In addition to the amounts to be paid to the Executive pursuant to Section 3.1 hereof, the Executive 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 Executive's target annual bonus amount 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 senior executive officers but in no event later than the ninetieth day of the next calendar year.  3.3Business Expenses.  The Company shall pay for or reimburse the Executive for all reasonable expenses actually incurred by or paid by the Executive during the Term in the performance of the Executive'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.  3.4Vacation.  During the Term, the Executive shall be entitled to a vacation period or periods of four (4) weeks per year taken in accordance with the vacation policy of the Company during each year of the Term. Vacation time not used by the end of a calendar year shall be forfeited.  3.5Fringe Benefits. During the Term, the Executive shall be entitled to all benefits for which the Executive 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 executive medical benefits for the Executive, as from time to time in effect for executive employees of the Company generally.   2


3.6Additional Benefits.  During the Term, the Executive shall be entitled to such other benefits as are specified in Schedule I to this Agreement.  4.
        Termination.  4.1Death. If the Executive shall die during the Term, the Term shall terminate immediately.  4.2Disability.  If during the Term the Executive shall become physically or mentally disabled, whether totally or partially, such that the Executive is unable to perform the Executive's principal services hereunder for (i) a period of four (4) consecutive months or (ii) for shorter periods aggregating four (4) months during any twelve month period, the Company may at any time after the last day of the four (4) consecutive months of disability or the day on which the shorter periods of disability shall have equaled an aggregate of four (4) months, by written notice to the Executive (but before the Executive has recovered from such disability), terminate the Term.  4.3Cause. The Term may be terminated by the Company upon notice to the Executive 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 Executives indictment for, or conviction (including conviction upon a plea ofnolo contendere) of, a felony or a crime involving theft, fraud, dishonesty or moral turpitude; (B) the Executives failure (except as a result of illness or injury) to perform employment duties reasonably requested by the Company or any affiliate that continues for five (5) business days after notice from the Company of such failure to
perform said employment duties, specifying that the failure constitutes Cause; (C) the Executives engaging in conduct constituting embezzlement, willful assistance to a competitor, fraud, misappropriation, material violation of the Company's anti-discrimination, equal employment opportunity, prohibition against harassment or similar policies or material violation of the Companys insider trading policy or corporate code of business conduct and ethics; (D) the Executives failure (including, but not limited to, the Executives refusal to be deposed or to provide testimony at any trial or inquiry) to cooperate, if requested by the Board of Directors, with any investigation or inquiry, whether internal or external, into the Executives or the Companys business practices; (E) the Executives possession on the Company's premises of any prohibited drug or substance that would amount to a criminal offense; (F) the Executives gross misconduct or
gross negligence in connection with the business of the Company or any affiliate; or (G) the Executives material breach of this Agreement.  4.4Permitted Termination by the Executive.  The Term may be terminated by the Executive upon notice to the Company 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 Executive: (i) assignment of the Executive to duties materially inconsistent with the Executive's positions as described in Section 1.1 hereof, or any significant diminution in the Executive's duties or responsibilities, other than in connection with   3


the Executives disability; (ii) any material breach of this Agreement by the Company which is continuing; or (iii)  a change in the location of the  Executive'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 Executive shall not be deemed to have Good Reason unless (a) within thirty (30) days after the occurrence of the event in question, the Executive gives the Company written notice that the specified event has occurred, making specific reference to this Section 4.4 and requesting the Company to cure the event, and (b) the Company fails to cure the event within thirty (30) days of receipt of such notice.  4.5Severance. (a)If the Term is terminated pursuant to Section 4.1, 4.2 or 4.3 hereof, or by the Executive other than pursuant to Section 4.4, the Executive 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 or 4.2, the Executive 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 Executive 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 Executive 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 executives but in no event later than the ninetieth day of the next fiscal year.  (b)Except as provided in Section 4.5(c), if the Term is terminated by the Executive pursuant to Section 4.4 or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, the Company shall continue thereafter to provide the Executive:  (i) payments of Base Salary in the manner and amounts specified in Section 3.1 until the twelve (12) month anniversary of the date of termination,  (ii) if termination occurs at any time after a bonus has been awarded under Section 3.2 in respect of a previously completed fiscal year and prior to the time that the bonus has been paid, the amount of that bonus,  (iii) a Pro Rata Bonus for the year in which termination occurs and  (iv) group health and welfare benefits in the manner and amounts specified in Section 3.5 (except that the Executive shall not remain on the Companys group health plan(s) as an employee but shall be reimbursed, by the Company and for each pay period during the applicable period, for any amounts actually paid by the Executive for COBRA health benefits in excess of the amount of the Executives per-pay-period payment for group health insurance immediately prior to termination) until the earlier of the Expiration Date, the period   4


ending on the date the Executive begins work as an employee or consultant for any other entity or twelve (12) months after the date of termination.  In addition, all equity arrangements provided to the Executive hereunder or under any employee benefit plan of the Company shall continue to vest for the period specified in clause (iv) of this Section 4.5(b) (unless vesting is accelerated upon the occurrence of a Third Party Change in Control as described in Section 4.5(d)) and shall remain exercisable for ninety days after the end of that period.  Bonuses payable pursuant to this Section 4.5(b), other than the Pro Rata Bonus, shall be payable in the manner described in Section 3.2. The Pro Rata Bonus to which the Executive is entitled, if any, shall be paid within the time period provided in Section 4.5(a).  All of the Executives rights under this Section 4.5(b) shall be contingent on the Executives execution of the Companys standard general release agreement as then in effect and such release becoming irrevocable. The Executive shall have
no duty or obligation to mitigate the amounts or benefits required to be provided pursuant to this Section 4.5(b), nor shall any such amounts or benefits be reduced or offset by any other amounts to which Executive may become entitled; provided, that if the Executive becomes employed by a new employer or self-employed prior to the earlier of the Expiration Date or twelve (12) months after the date of termination, the Base Salary payable to the Executive pursuant to this Section 4.5(b) shall be reduced by an amount equal to the amount earned from such employment with respect to that period (and the Executive shall be required to return to the Company any amount by which such payments pursuant to this Section 4.5(b) exceed the Base Salary to which the Executive is entitled after giving effect to that reduction) and, if the Executive becomes eligible to receive medical or other welfare benefits under another employer provided plan, the corresponding medical and other welfare
benefits provided under this Section 4.5(b) shall be terminated. As a condition to the Executive receiving the payments under Section 4.5(b), the Executive agrees to permit verification of his employment records and Federal income tax returns by an independent attorney or accountant, selected by the Company but reasonably  acceptable  to the  Executive,  who agrees to preserve  the confidentiality of the information disclosed by the Executive except to the extent required to permit the Company to verify the amount received by Executive from other active employment. Any payments of Base Salary received by the Executive to which the Executive is not entitled under this Section 4.5(b) shall be returned by the Executive to the Company within ten (10) days of receipt.  Any amounts not so returned by the Executive shall accrue interest at an annual rate of 20% or, if lower, the highest interest rate allowable under applicable law.  (c)If the Term is  terminated by the Executive pursuant to Section 4.4, or by the Company other than pursuant to Section 4.1, 4.2 or 4.3, and, in any such event, the termination shall occur upon or within twelve (12) months following the occurrence of a Third Party Change in Control (as defined in Section 4.5(d)) or in contemplation of a Third Party Change in Control, the Company shall thereafter provide the Executive (i) an amount equal to two (2) times the sum of (x) the then current Base Salary and (y) the average of the two most recent annual bonuses paid (treating any annual bonus which is not paid as a result of the Executive's failure to attain the Bonus Performance Goals as having been paid in an amount equal to zero) to the Executive during the Term (or if only one annual bonus has been paid,
the amount of that annual bonus, to be paid in a lump sum within 30 days after the date of termination), and (ii) benefits in the manner and amounts specified in Section 3.5 until twelve   5


(12) months after the date of termination or, with respect to medical and other welfare benefits, when the Executive becomes eligible to receive medical or other welfare benefits under another employer provided plan if sooner than twelve (12) months after the date of termination.  In addition, all equity arrangements provided to the Executive hereunder or under any employee benefit plan of the Company shall continue to vest until twelve (12) months after the date of termination unless vesting is accelerated upon the occurrence of the Third Party Change in Control as described in subparagraph (d) below.  (d)For purposes of this Agreement, a Third Party Change in Control shall be deemed to have occurred if (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")), other than an Excluded Person or Excluded Group (as defined below) (hereinafter, a "Third Party"), 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 shareholders 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. "Excluded Group" means a "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) that includes one or more Excluded Persons; provided that the voting power of the voting stock of the Company "beneficially owned" (as such term is used in Rule 13d-3 promulgated under the Exchange Act) by such Excluded Persons (without attribution to such Excluded Persons of the ownership by other members of the "group") represents a majority of the voting power of the voting stock "beneficially owned" (as such term is used in Rule 13d-3 promulgated under the Exchange Act) by such group.  "Excluded Person"
means Isaac Perlmutter and Avi Arad or any of their affiliates.  (e)Notwithstanding anything in this Section 4.5 to the contrary, if the Company determines in good faith that any payment or benefit to the Executive under this Section 4.5 constitutes a deferral of compensation under Section 409A of the Internal Revenue Code of 1986, as amended (the Code) (as set forth in Treasury Regulations or binding administrative notices or rulings issued by the Internal Revenue Service) and the Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i), the Company shall delay commencement of any such payment or benefit until six months after the Executives last day of employment with the Company (the 409A Suspension Period).  Within fourteen calendar days after the end of the 409A Suspension
Period, the Company shall pay to the Executive a lump sum payment in cash equal to any payments (including interest on any such payments, at an interest of not less than the prime interest rate, as published inThe Wall Street Journal, over the period such payment is restricted from being paid to the Executive) and benefits that the Company would otherwise have been required to provide under this Section 4.5 but for the imposition of the 409A Suspension Period.  Thereafter, the Executive shall receive   6


any remaining payments and benefits due under this Section 4.5 in accordance with the terms of this Section (as if there had not been any suspension period beforehand).  (f)(i) If any  payment  or benefit (within the meaning of Section 280G(b)(2) of the Code, to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (a "Parachute Payment" or "Parachute Payments"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive will be entitled to
receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown to be due on the Executive's return), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Parachute Payments.  (ii) An initial  determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company's expense by the Company's regular outside auditors (the "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations and documentation to the Company and the Executive within ten days of the Termination Date if applicable, or promptly upon request by the Company or by the Executive (provided the Executive reasonably believes that any of the Parachute Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Parachute Payment or Parachute Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax
will be imposed with respect to any such Parachute Payment or Parachute Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). The Gross-Up Payment, if any, as determined pursuant to this Section 4.5(f)(ii) shall be paid by the Company to the Executive within ten days of the receipt of the accounting Firm's determination notwithstanding the existence of any Dispute. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 4.5(f)(iii) below. The Company and the Executive shall resolve any Dispute in accordance with the terms of this Agreement. Notwithstanding the foregoing, in no event shall payment of the Gross-Up Payment occur before the earlier of the Executives termination of employment with the Company or a change in control event within the meaning of Proposed
Treasury Regulation § 1.409A-3(g)(5) or any successor final regulation (a Qualifying Change in Control).  If the Executive becomes entitled to receive a Gross Up Payment in connection with a change in control that is not a Qualifying Change in Control, the unpaid Gross-Up Payment shall accrue interest an annual interest rate of prime plus one-percent until paid immediately following the Executives last day of employment; however, if Executive is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i), then the Company shall pay the Executive the deferred Gross-Up   7


Payment on the date that is six months after the Executives last day of employment with the Company.  (iii) As a result of the  uncertainty in the application of Sections 4999 and 280G of the Code, the parties acknowledge that it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an "Excess Payment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment").  An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive's tax liability (whether in respect of the Executive's current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Parachute Payment or Parachute Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of
determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive's satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown to be due on the Executive's return) imposed on the Underpayment.  If, however, no notice of an Underpayment having been made is received by the Company within one year of the date of the payment of the Gross-Up Payment by the Company to the Executive, then no payments shall be
owed by the Company under this subsection (iii).  An Excess Payment shall be deemed to have occurred upon a "Final Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Parachute Payment or Parachute Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A "Final Determination" shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive's tax liability by reason of the Excise Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and
finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive's applicable tax return has expired. If an Excess Payment is determined to have been made, the Executive shall pay to the Company on demand (but not less than 10 days after the  determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.  If, however, no notice of an Excess Payment having been made is received by the Executive within one year of the date of the payment of the Gross-Up Payment by the Company to the Executive, then no payments shall be owed by the Executive under this subsection (iii).   8


(iv)  Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Parachute Payment or Parachute Payments, the Company shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Parachute Payment or Parachute Payments or the Gross Up Payment.  (g) Except as provided  in this Section 4.5, pursuant to the Companys Stock Incentive Plan as provided in Schedule I to this Agreement and as required by law, the Company shall have no further obligation to the Executive after termination of the Term.  5.
        Protection of Confidential Information; Non-Competition  5.1In view of the fact that the Executive's work for the Company will bring the Executive into close contact with many confidential affairs of the Company not readily available to the public, as well as plans for future developments by the Company, the Executive agrees:  5.1.1  To keep and retain in the strictest confidence all confidential matters of the Company, including, without limitation, "know how", trade secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects, and other business affairs of the Company ("Confidential Information"), learned by the Executive heretofore or hereafter, and not to use or disclose them to anyone outside of the Company, either during or after the Executive's employment with the Company, except in the course of performing the Executive'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 Executive demonstrates is or
becomes generally available to the public other than as a result of a disclosure by the Executive or is available, or becomes available, to the Executive on a non-confidential basis, but only if the source of such information is not prohibited from transmitting the information to the Executive by a contractual, legal, fiduciary, or other obligation; and  5.1.2  To deliver promptly to the Company on termination of the Executive's employment by the Company, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the Company's business and all property associated therewith, which the Executive may then possess or have under the Executive's control.  5.2For a period of twelve (12) months after he ceases to be employed by the Company under this Agreement or otherwise, if such cessation arises pursuant to Section 4.3, or as a result of termination by the Executive which is not pursuant to Section 4.4 or is otherwise in breach of this Agreement, the Executive shall not, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business competitive with the business of the Company or any of its subsidiaries or affiliates; the Executive shall not   9


engage in such business on the Executives own account; and the Executive 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 Executive from acquiring, solely as an investment, up to five percent (5%) of the outstanding shares of capital stock of any public corporation.  5.3If the Executive 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, the Company shall have the following rights and remedies:  5.3.1The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company;  5.3.2The right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals, increments or other benefits (collectively "Benefits") derived or received by the Executive as the result of any transactions constituting a breach of any of the provisions of Section 5.2 hereof, and the Executive hereby agrees to account for and pay over such Benefits to the Company. Each of the rights and remedies enumerated above shall be independent of the other, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity; and  5.3.3The Company may forfeit the Executives entitlement to severance payments or other benefits under Section 4.5 hereof.  5.4If 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.  5.5If any of the covenants contained in Section 5.1, Section 5.2, Section 6 or Section 7 hereof, or any part thereof, are held to be unenforceable because of the duration of such provision or the area covered thereby, the parties hereto agree that the court making such determination shall have the power to reduce the duration and/or area of such provision and, in its reduced form, said provision shall then be enforceable.  5.6The 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 any state within the geographical scope of such covenants. In the event that the courts of any one or more of such states shall hold such covenants wholly unenforceable by reason of the breadth of such covenants or otherwise, it is the intention of the parties hereto that such determination not bar or in any way affect the Company's right to the relief provided above in the   10


courts of any other states within the geographical scope of such covenants as to breaches of such covenants in such other respective jurisdictions, the above covenants as they relate to each state being for this purpose severable into diverse and independent covenants.  5.7In the event that any action, suit or other proceeding in law or in equity is brought to enforce the covenants contained in Section 5.1, Section 5.2, Section 6 or Section 7 hereof or to obtain money damages for the breach thereof, and such action results in the award of a judgment for money damages or in the granting of any injunction in favor of the Company, all expenses (including reasonable attorneys' fees) of the Company in such action, suit or other proceeding shall (on demand of the Company) be paid by the Executive.  In the event the Company fails to obtain a judgment for money damages or an injunction in favor of the Company, all expenses (including reasonable attorneys' fees) of the Executive in such action, suit or other proceeding shall (on demand of the Executive) be paid by the Company.  6.
        Prior Restrictions; Promise Not to Solicit.  (a)The Executive represents that he is free to enter into this Agreement is not restricted in any manner from performing under this Agreement by any prior agreement, commitment, or understanding with any third party.  If Executive 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.  (b)The Executive will not, during the Term and for a period of one year from the last payment to Executive hereunder, induce or attempt to induce any employee of the Company or its subsidiaries to stop working for the Company or its subsidiaries or to work for any competitor of the Company or its subsidiaries.  7.
        Inventions and Patents; Intellectual Property.  (a)The Executive agrees that all processes, technologies and inventions, including new contributions, improvements, ideas and discoveries, whether patentable or not, conceived, developed, invented or made by him during his employment by the Company or for one year thereafter (collectively, "Inventions") shall belong to the Company, provided that such Inventions grew out of the Executive's work with the Company or any of its subsidiaries or affiliates, are related to the business (commercial or experimental) of the Company or any of its subsidiaries or affiliates or are conceived or made on the Company's time or with the use of the Company's facilities or materials.  The Executive shall promptly disclose such Inventions to the Company and shall, subject to reimbursement by the Company for all reasonable
expenses incurred by the Executive in connection therewith, (a) assign to the Company, without additional compensation, all patent and other rights to such Inventions for the United States and foreign countries; (b) sign all papers necessary to carry out the foregoing; and (c) give testimony in support of the Executive's inventorship.  (b)The Company shall be the sole owner of all the products and proceeds of the Executive's services hereunder, including, but not limited to, all materials, ideas, concepts,   11


formats, suggestions, developments, arrangements, packages, programs and other intellectual properties that the Executive may acquire, obtain, develop or create in connection with and during his employment, free and clear of any claims by the Executive (or anyone claiming under the Executive) of any kind or character whatsoever (other than the Executive's right to receive payments hereunder).  The Executive shall, at the request of the Company, execute such assignments, certificates or other instruments as the Company may from time to time deem necessary or desirable to evidence, establish, maintain, perfect, protect, enforce or defend its right, title or interest in or to any such properties.  8.
        Indemnification.  To the fullest extent permitted by applicable law, Executive shall be indemnified and held harmless for any action or failure to act in his capacity as an officer or employee of the Company or any of its affiliates or subsidiaries.  In furtherance of the foregoing and not by way of limitation, if Executive is a party or is threatened to be made a party to any suit because he is an officer or employee of the Company 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 the Company, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful.  Indemnification under this Section 8 shall be in addition to any other
indemnification by the Company of its officers and directors.  Expenses incurred by Executive 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 the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of Executive to repay such amount in the event that it shall ultimately be determined that he is not entitled to indemnification by the Company.  Such undertaking shall be accepted without reference to the financial ability of Executive to make repayment. The provisions of this Section 8 shall apply as well to the Executive's actions and omissions as a trustee of any employee benefit plan of the Company, its affiliates or subsidiaries.  9.
        Arbitration; Legal Fees  Except with respect to injunctive relief under Section 5 of this Agreement, any dispute or controversy arising out of or relating to this Agreement shall be determined and settled exclusively by final and binding arbitration in New York City before a single, experienced employment arbitrator licensed to practice law in the State of New York and selected in accordance with the rules of Judicial Arbitration and Mediation Service (JAMS), such arbitration to be administered pursuant to the JAMS Employment Arbitration Rules & Procedures and to be subject to the JAMS Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Judgment on the award may be entered in any court having jurisdiction.  The Company shall reimburse the Executive's reasonable costs and expenses incurred in connection with any arbitration proceeding pursuant to this Section 9 if the Executive is the
substantially prevailing party in that proceeding.    12


10.
        Notices.  All notices, requests, consents and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier (notices sent by overnight courier shall be deemed to have been given on the scheduled delivery date) or mailed first class, postage prepaid, by registered or certified mail (notices mailed shall be deemed to have been given on the third business day after mailing), as follows (or to such other address as either party shall designate by notice in writing to the other in accordance herewith:  If to the Company, to:  Marvel Entertainment, Inc. 417 Fifth Avenue New York, New York 10016 Attention: Chief Executive Officer  If to the Executive, to the Executive at his address as then on file with the Companys Human Resources Department.  11.
        General.  11.1This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely in New York, without regard to the conflict of law principles of such state.  11.2The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.  11.3This 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 is terminated as of the date first above written.  11.4This Agreement, and the Executive's rights and obligations hereunder, may not be assigned by the Executive.  The Company 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 the Company 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.   13


11.5This 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.  11.6This 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.  11.7In 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.  12.
        Subsidiaries and Affiliates.  As used herein, the term "subsidiary" shall mean any corporation or other business entity controlled directly or indirectly by the Company or other business entity in question, and the term "affiliate" shall mean and include any corporation or other business entity directly or indirectly controlling, controlled by or under common control with the Company or other business entity in question.  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.  COMPANY: MARVEL ENTERTAINMENT, INC.EXECUTIVE:   By:/s/ Isaac Perlmutter/s/ John N. Turitzin Isaac PerlmutterJohn N. Turitzin Chief Executive Officer     14


SCHEDULE I  Additional Benefits:  1.
        Automobile Allowance.  The Executive shall be eligible for an automobile allowance in the amount of One Thousand Dollars ($1,000) per month in accordance with the Company's policy.    15