Exhibit 10.25


 


	
  

  	
  Warner Music
  International Services Ltd

  83 Baker Street

  London W1M 2LA

  Telefax: 020 7535 9001

  Telephone: 020 7535 9000

  



 


Paul-Rene Albertini


28 Tennyson House


7 Culford Gardens


London


SW3 2SX


 


28 November 2002


 


Dear Paul-Rene,


 


I am writing to set out the revised terms and conditions of your
employment with Warner Music International Services Limited (the “Company”)
that have been agreed between us in respect of your appointment as President of
Warner Music International with effect from 1st  October 2002. The terms of this letter
will apply with effect from 1st  December
2002.


 


1.                                       Commencement and Term


 


1.1                                 Your period of
continuous employment with the Company will be deemed to have commenced on 1
December 2000 (the “Commencement Date”).


 


1.2                                 Subject to the other
terms regarding termination set out in this letter, your employment will
continue for a fixed period from 1 December 2002 until 31 December 2005 (the “Term”).


 


1.3                                 The Company will, not
later than 30 June 2005, notify you in writing as to whether or not it intends
to renew the Term (the “Notification”). If the Company has not given you the
Notification by close of business on 30 June 2005, you may (in the 3 month
period after 30 June 2005) elect to have the Term extended until 31 December
2006 and in those circumstances the references in this letter to the “Term”
shall be deemed to include this extended period.


 


2.                                       Job Title and Base


 


2.1                                 You will serve the
Company as President of Warner Music International; that is, you will be the head
of the international arm of the Warner Music Group recorded music business. You
will be responsible to the Chairman of Warner Music Group Inc.


 


2.2                                 You will initially be
based in the UK. During the Term, you may however be required to relocate to
the US on reasonable notice, which shall not be less than 9 months. Reasonable
relocation expenses will of course be paid by the Company.


 


1





















 


2.3                                 You will be expected
to travel worldwide in the performance of your duties.


 


3.                                       Hours


 


Normal working hours are between 9am and 6pm each day of the week from
Monday to Friday (inclusive), with an additional hour for lunch. You will
however be expected to work such additional hours (without additional pay) as
the needs of the business dictate.


 


4.                                       Duties


 


During your employment you will:


 


4.1                                 carry out such duties
for any Group company as may be reasonably directed by the Chairman of Warner
Music Group from time to time consistent with your responsibility and shall be
responsible for the supervision and management of all Warner Music
International operating companies, divisions and departments;


 


4.2                                 comply with all
reasonable requests, instructions and regulations relating to the Company or to
any Group company made by the Chairman of Warner Music Group from time to time;


 


4.3                                 devote the whole of
your time, attention and ability to your duties;


 


4.4                                 well and faithfully
serve the Company to the best of your ability and use your best endeavours to
promote the interests of the Company; and


 


4.5                                 not without the
written consent of the Company directly or indirectly be engaged, concerned or
interested in any other business whatsoever, provided that you shall not be
prohibited from holding by way of investment any securities listed or dealt on
the Stock Exchange and comprising not more than 1% of the securities of the
class in question.


 


5.                                       Salary


 


5.1                                 Your basic annual
salary for the calendar year 2003 shall be $1 million US increasing to $1.25
million US for the calendar year 2004 and to $1.5 million US for the calendar
year 2005 (“Salary”). The Salary will be payable in twelve equal
instalments monthly in arrears on or about the last day of each month, less
statutory and voluntary deductions, by direct bank transfer. Your salary will
be inclusive of any fees to which you may be entitled as a member of the Board
or representative of the Company or any Group company.


 


6.                                       Bonus


 


6.1                                 You will, at the
discretion of the Company be entitled to an annual bonus, provided always that
during the Term, the minimum bonus payable to you for each calendar year of the
Term shall be $1 million US. Bonus will be calculated based on your own and the
Company’s performance, in accordance with the formula notified to you in each
year.


 


2





















 


6.2                                 The first bonus
payable under this agreement will be in respect of the 2003 calendar year and
bonus will be payable in each year at the end of February, following the year
in which the bonus accrued. For the avoidance of doubt, it is agreed that in
the event your employment is not renewed by the Company on or before the expiry
of the Term, you will still be entitled to the annual bonus in the last year of
your employment (that is, 1st  January 2005 to 31st  December 2005), and the minimum will still be
$1 million US.


 


6.3                                 If you so elect, the
Company will pay part of your bonus in each year (up to a maximum of $250,000
US) into such investment plan as is established by you and notified to the
Company.


 


6.4                                 Save as set out in
this letter, on the termination of your employment, any bonus payment due and
owing will be paid but no further bonus payments will be made.


 


6.5                                 It is agreed that the
gross amount of the combined Salary and bonus payable to you for the years
2003, 2004 and 2005 (exclusive of monies payable pursuant to 16.2) shall not
total less than $10.25 million US. If the total sums paid are less than $10.25
million, the Company will, within 14 days after the end of February 2006, make
a payment to you equivalent to the difference, less statutory deductions (e.g.
if you have been paid a total of $10,100,000 US, you will be paid the sum of
$150,000 less statutory deductions).


 


7.                                       Car Allowance


 


7.1                                 You will be paid a car
allowance of £32,000 per annum. This will be paid monthly, less statutory
deductions, together with your Salary.


 


8.                                       Housing Allowance


 


8.1                                 The Company shall pay
to you a housing allowance of £36,500 per annum, which shall be paid monthly,
less statutory deductions. The allowance shall be increased annually by the
lesser of  5% or the amount of the latest published inflation figure
as set out in the Retail Prices Index. Any increase will take effect from
January 1st in each year.


 


9.                                       Share Options


 


In addition, the Company will use its best efforts to procure that as
soon as reasonably practicable after 1 December 2002, AOL Time Warner Inc will
grant to you options to purchase fifty thousand (50,000) shares of the common
stock of AOL Time Warner Inc, such options shall be subject to the terms of the
stock option agreement which shall be executed and delivered by you pursuant to
the applicable stock option plan.


 


10.                                 Pension


 


10.1                           Subject always to the rules
of the plan from time to time in force and to Inland Revenue limits, you will
be entitled to be a member of the Time Warner UK Pension Plan. Details of the
plan can be obtained from Human Resources.


 


3





















 


11.                                 Insurance Benefits


 


11.1                           Subject to the rules of each
plan from time to time in force and to your health not being such as to prevent
the Company from obtaining cover on reasonable terms, you shall be entitled to:


 


11.1.1                  life assurance cover based on four
times your annual salary; and


 


11.1.2                  private medical insurance for the
benefit of you, your spouse and your unmarried dependant children under the age
of 18 on such scale as is set by the Company from time to time.


 


12.                                 Expenses


 


12.1                           With the prior approval of
the Company and within such limits as the Company may from time to time lay
down, all expenses wholly, exclusively and necessarily incurred by you in
carrying out your duties will, on production of appropriate receipts and/or
vouchers, be reimbursed to you, subject always to you complaying with the
Company’s proceudres in relation to expenses from time to time in force.


 


12.2                           The Company agrees to pay
for your personal tax advice which will be provided by Ernst & Young during
the Term:


 


13.                                 Holidays


 


13.1                           In addition to public and
bank holidays (but inclusive of statutory entitlement under the Working Time
Regulations (the “WTR”)) you are entitled to take 25 days holiday in each
holiday year. All holiday dates must have the prior agreement of the Chairman
of Warner Music Group.


 


13.2                           You will not be entitled to
carry forward any holiday untaken at the end of a holiday year.


 


13.3                           The holiday year runs from 1
January to 31 December and is also the leave year for parental leave purposes.
You will be deemed to take statutory entitlement under the WTR then your
additional contractual entitlement.


 


13.4                           If in any holiday year you
are not employed for the complete holiday year (for example, in your year of
leaving the Company’s employment) your holiday entitlement will be calculated
pro rata based on the completed months of service for the period of the holiday
year during which you have been employed. On the termination of your
employment, you will be paid in lieu of holidays accrued but untaken as at the
date of termination. Alternatively, you will be required to repay to the
Company pay for any holiday taken in excess of your entitlement.


 


14.                                 Sickness Absence


 


14.1                           If you are ill or unable to
come to work for any reason, you should contact Human Resources or such person
as the Company may nominate, as early as possible on the first day with an
estimate of how long you will be away.


 


4





















 


14.2                           Subject
to the rules on Statutory Sick Pay (“SSP”), if you are absent by reason of
sickness, injury of incapacity, you will continue to be paid your Salary for
the first four months of absence in any year. Any further payments will be at
the discretion of the Company.


 


14.3                           Any
Company sick pay paid to you will be inclusive of any SSP payable.


 


14.4                           When
you are absent from work for more than 7 days, you must provide a medical
certificate. When you are absent from work for less than 7 days the Company
will require you to produce a self certificate as evidence of your sickness,
injury or incapacity.


 


14.5                           The
Company may at its expense at any time (whether or not you are then incapacitated)
require you to submit to such medical examinations and test by doctors
nominated by the Company and you hereby authorise such doctor(s) to disclose or
discuss with the Company and its medical advisors the results of such
examinations and tests.


 


14.6                           In
the event of your sustaining an injury caused by a third party from whom you
would be entitled to recover damages in respect of the loss of salary, the
Company reserves the right to claim a refund of any Company sick pay made to
you under this clause during absence due to such injury.


 


15.                                 Confidential Information


 


15.1                           You
shall not, either during your employment or after its termination, use to the
detriment or prejudice of the Company or any Group company or any of their
clients or, except in the proper course of your duties, divulge to any person
firm or company or otherwise make use of any trade secrets or confidential
information which may have come to your knowledge during the course of your
employment with the Company or with any Group company including details of any
advertising, marketing or promotional campaign which the Company or any Group
company is to conduct; any information relating to expansion plans, business
strategy, marketing plans and sales forecasts of the Company or any Group
company; details of the employees and officers of the Company or any Group
company; confidential reports or research commissioned by or provided to the
Company or to any Group company; and any information which you are told is
confidential or is given in confidence to the Company or any Group company. The
foregoing list is not exhaustive.


 


15.2                           This
restriction shall continue fo- apply after the termination of your
employment without limitation in time, but shall cease to apply to any
information or knowledge which subsequently comes into the public domain, other
than by way of unauthorised disclosure by you.


 


16.                                 Notice


 


16.1                           Subject
to the other terms regarding termination set out in this letter, the Company
may terminate your employment at any time without notice and upon so doing, it
will make a lump sum payment to you of:


 


5





















 


16.1.1                  the gross Salary due for the balance
of the Term;


 


16.1.2                  the gross bonus payments due to you
for the balance of the term (calculated using the average bonus payment during
the previous years of employment save that for the purposes of calculating the
bonus, the minimum annual bonus for these purposes shall be $1.5 million US);


 


16.1.3                  a payment in lieu of the benefits you
would have received (including life assurance, private medical insurance and
car allowance) had you remained employed throughout the Term.Alternatively, the
Company shall be entitled to continue to provide these benefits during the
remainder of the Term; and


 


16.1.4                  the payment set out in clause 16.2
below.


 


16.2                           If your employment is not
renewed by the Company on or before the expiry of the Term, save where clause
16.1 applies, the Company will pay to you a lump sum payment of:


 


16.2.1                  50% of your annual gross Salary
(calculated at the Salary rate applying at the Termination Date); and


 


16.2.2                  50% of the previous year’s gross
bonus payment.


 


16.3                           If payable, the sums set out
in clauses 16.1 and 16.2 will be paid less statutory deductions, within 28 days
of the Termination Date, and will be accepted by you in full and final
settlement of any contractual claims arising out of the termination of your
employment that you may have against the Company or any Group company.


 


17.                                 Change of Control


 


17.1                           If following a Change of
Control, changes are made to your role and/or your duties which are detrimental
and materially diminish your role and/or your duties, or changes are otherwise
made to your role which force you to resign in circumstances that constitute
constructive dismissal, then notwithstanding clause 1.3, you may within one
year of the Change of Control, elect to give the Company six months written
notice to terminate your employment. In those circumstances, the Company will
pay to you:


 


17.1.1                  a sum calculated in accordance with
16.1, save that for the purposes of calculating the bonus, the minimum annual
bonus for these purposes shall be $1.5 million US; and


 


17.1.2                  a sum calculated in accordance with
16.2.


 


17.2                           If payable, the sum set out
in 17.1 will be paid less statutory deductions, within 28 days of the
Termination Date, and will be accepted by you in full and final settlement of
any contractual claims arising out of the termination of your employment that
you may have against the Company or any Group company.


 


6





















 


18.                                 Disciplinary and Grievance


 


18.1                           You will comply with such
rules or procedures regarding disciplinary matters as may be published by the
Company from time to time. Any such rules or procedures will be of a policy
nature only and will not form part of your contract of employment, save as may
be required by law.


 


18.2                           If you have any grievance
relating to your employment you should in the first instance refer the matter
to the Chairman of Warner Music Group.


 


19.                                 Termination


 


19.1                           The Company will be entitled
to terminate your employment at any time, without notice, if you:


 


19.1.1                  have at any time become or are unable
properly to perform your duties under this letter by reason of ill health or
accident for a period or periods aggregating at least 26, weeks in any period
of 52 weeks;


 


19.1.2                  are guilty of any dishonesty, gross
misconduct or wilful neglect of duty or commit any serious breach of a material
term of this letter, other than a breach which (being capable of being
remedied) is remedied by you within 14 days upon your being called upon to do
so in writing by the Board;


 


19.1.3                  conduct yourself in a manner.
materially adverse to the interests of the Company or any Group company;


 


19.1.4                  have a bankruptcy order made against
you or enter into a voluntary

arrangement within the meaning of section 253 Insolvency Act 1986;


 


19.1.5                  are convicted of any criminal
offence, other than a minor motoring offence which does not render you unable
to discharge your duties;


 


19.1.6                  notwithstanding the provision of
permanent health insurance, become of unsound mind or a patient for the purpose
of any statute relating to mental health;


 


19.1.7                  become prohibited by law from being a
company director; or


 


19.1.8                  resign (at your own choice) as a
director of the Company, not being at the request of the Company or the Board.


 


19.2                           Upon the termination of your
employment for whatsoever reason you will:


 


19.2.1                  deliver to the Company all notes,
memoranda and other correspondence, documents, papers, credit cards, motor
cars, car keys and other property belonging to the Company or any other Group
company or any customer of the Company or any customer of any Group company,
which may have been prepared by you or have come into your possession during
the course of or as a result of your employment with the Company, and you will
not retain any copies of them and will not permit them to be used by any party;


 


7





















 


19.2.2                  without prejudice to any of your
rights to compensation, damages or otherwise, forthwith upon the request of the
Company resign from office as a director of the Company and from all offices
held by you in any other company in the Group.


 


20.                                 Intellectual Property


 


20.1                           You agree that all rights to
all material created in the course of your employment with the Company
(including ownership of physical material) shall vest in the Company. In
consideration of the Company entering into this letter, you hereby assign the
Intellectual Property Rights with full title guarantee to the Company
absolutely for as long as such rights subsist (including all renewals,
reversions, extensions and revivals of such rights). For the purposes of this
Clause “Intellectual Property Rights” shall mean all rights and in the nature
of Copyright, or database rights, patent rights, design rights (registered
and/or unregistered), rights to trade marks (registered and/or unregistered)
and all analogous rights whether now existing or created in the future to which
you may now or at any time after the date of this letter be entitled in respect
of material created in the course of 
your engagement under this letter.


 


20.2                           You agree that you will, at
the discretion of the Company, do all such things and sign and execute all such
documents and deeds as may be required to perfect, protect or enforce any of
the rights assigned to the Company under this Clause.


 


20.3                           You herewith irrevocably and
unconditionally waive all moral rights to which you may now or at any time in
the future will he entitled under the Copyright Designs and Patents Act 1988
(and under any similar laws enforced from time to time throughout the world) in
respect of the material created by you in the course of your employment.


 


21.                                 Restrictions


 


21.1                           You acknowledge that during
your employment, it is likely that you will obtain knowledge of trade secrets,
know-how, techniques, methods, lists, computer programs and software and other
confidential information relating to the Company, Group companies and their
employees and clients. In order to safeguard the goodwill of the Company and
all Group companies in connection with their clients and employees, you hereby
agree to the restrictions set out in this clause.


 


21.2                           You agree that:


 


(a)                                  during your
employment and (save in the event that your employment terminates pursuant to
clause 17 above and you are required to work out your notice) for a period of 6
months following the termination of your employment you will not engage as a
director, principal, partner, consultant or accept employment in a business or
concern of whatever kind which competes with the Company (or with any Group
company with which you were materially involved in the 12 months before the
Termination Date) in the UK, Europe or US;


 


(b)                                 during your employment
and for a period 12 months after the Termination Date you will not either on
your own behalf or on behalf of any other firm,


 


8





















 


person or company, directly or indirectly solicit or Interfere with or
endeavour to entice away from the Company any person, firm or company who is or
was during the 12 months preceding the Termination Date a Supplier;


 


(c)                                  during your
employment and for a period 12 months after the Termination Date either on your
own behalf or for any other person, firm or company, solicit interfere with or
endeavour to entice away from the Company or any Group company any Senior
Employee; and


 


(d)                                 during your employment
and for a period of 12 months after the Termination Date, you will not either
on your own behalf or on behalf of any other firm, person or company, directly
or indirectly solicit or interfere or endeavour to entice away from the Company
or any Group company any Client.


 


21.3                           Each of the sub-paragraphs
above constitutes an entirely separate, severable and independent restriction
on you.


 


21.4                           The restrictions contained
in this clause are considered reasonable by the parties but in the event that
any such restrictions shall be found to be void but would have been valid if
some part thereof was deleted, such restrictions shall apply with such
modifications that may be necessary to make the restriction necessary and
effective. You agree that the said restrictions are reasonable and necessary
for the protection of the business of the Company and that they do not work
harshly upon you.


 


22.                                 Data Protection


 


You consent to the Company or any Group company holding and processing
both electronically and manually, the data it collects which relates to you for
the purposes of the administration and management of its business. It may also
be necessary for the Company to forward such personal information to other
offices it may have or to any Group company outside the European Economic Area
where such a company has offices or storage for the processing for
administrative purposes and you consent to the Company doing so as may be
necessary from time to time.


 


23.                                 Miscellaneous


 


23.1                           There are no collective
agreements in force directly affecting your employment.


 


23.2                           You hereby irrevocably and
by way of security appoint the Company and each Group company now or in the
future existing to be your attorney in your name and on your behalf and as your
act and deed to sign, execute and do all acts, things and documents which you are
obliged to execute and do under the provisions of this letter and you hereby
agree forthwith on the request of the Company to ratify and confirm all such
acts, things and documents signed, executed or done in the pursuance of this
power.


 


23.3                           This letter replaces all
previous written or verbal, express or implied agreements between you and the
Company or any Group company relating to your employment or the services
provided by you shall be deemed to have been cancelled.


 


9





















 


23.4                           The construction, validity
and performance of this agreement shall be governed by and construed in
accordance with the law of England. Each party irrevocably submits to the
non-exclusive jurisdiction of the courts of England over any claim or matter
arising under or in connection with this agreement or the legal relationships
established by this agreement.


 


24.                                 Definitions


 


24.1                           The “Board” shall mean the Board of Directors
of the Company.


 


24.2                           “Change of Control” shall mean either:


 


24.2.1                  any sale (by share purchase) of the
Company, the Warner Music Group and/or AOL Time Warner or any holding company
of the Company (or any holding company of such holding company); or


 


24.2.2                  the sale of any part of the business
of the Company which you were employed in or assigned to or the business of any
holding company (or the business of any holding company of such holding
company); or


 


24.2.3                  the merger or acquisition of another
music company that results in a substantial change to the size of the Company
and leads to changes to the current management structure.


 


For the purpose of this clause holding company shall have the meaning
set out in Section 736 of the Companies Act 1985.


 


24.3                           “Client” shall mean any person, firm, company or other entity
which at any time during the 12 months before your employment terminated was a
client or prospective client of the Company or any Group company and with whom
you had significant dealings during that period including but not limited to
any artist, performer, singer, composer or songwriter contracted to the Company
or any Group company;


 


24.3.1                  for whose exclusive recording,
composing or songwriting services the Company or any Group company has made an
offer in writing;


 


24.3.2                  for whom the Company or any Group
company distributes any records, videos or other related products in the UK,
Europe or the US;


 


24.3.3                  to whom to Company or any Group
company has made an offer in writing for the rights to distribute any records,
videos or other related products, in the UK, Europe or US.


 


24.4                           “Group company” shall mean any company which for the time
being is a holding company (as defined by Section 736 of the Companies Act
1985) of the Company or any subsidiary (as defined by Section 736 of the
Companies Act 1985) of the Company or of any holding company of the Company.


 


10





















 


24.5                           “Senior Employee” shall mean any employee of the Company or
any Group company working in a senior capacity and with whom you had material
dealings during the 12 month period prior to the termination of your
employment.


 


24.6                           “Supplier” shall mean any person, firm or company or other
entity whom or which at any time during the 12 months before your employment
terminates was a supplier or prospective supplier of the Company or any Group
company and with whom you had significant dealings.


 


24.7                           “Termination Date” shall mean the date your employment ends.


 


Please sign the enclosed copy of this letter to confirm that you have
received and that you accept the terms and conditions of employment set out in
this letter and agree to be bound by them.


 


Yours sincerely,


 


	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  
	
  A director duly authorised for and on
  behalf of

  
	
  Warner Music International Services Limited

  



 


In witness of which this letter has been executed as a Deed by the
parties or their duly authorised representatives on the date above written.


 


[I acknowledge receipt of this letter of appointment and confirm my
acceptance of its terms.


 


	
  Signed and delivered as a Deed

  	
  )

  
	
  by Paul-René Albertini

  	
  )

  
	
  in the presence of:

  	
  )

  



 


	
  Witness signature:

  	
  /s/ Kate Styles

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness name:

  	
  KATE STYLES

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness address:

  	
  173 ST ANN’S HILL

  	
   

  
	
   

  	
  London SW18 2RX

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness occupation: ]

  	
  PERSONAL ASSISTANT

  	
   

  



 


11





















 


	
  

  	
  Warner Music International Services Ltd.

  83 Baker Street

  London W1M 2LA

  Telefax: 020 7535 9001

  Telephone: 020 7535 9000

  



 


Paul-René Albertini


28 Tennyson House


7 Culford Gardens


London


SW3 2SX


 


28 November 2002


 


Dear Paul-René,


 


I refer to the letter of appointment confirming your appointment as
President of Warner Music International with effect from 1st October
2002 which we have signed today.


 


I confirm that with effect from 1st December WMIS will pay
to you in each year 15.4% of your current salary under your previous contract
with WEA Europe Inc. ($650,000 US) less the UK pensionable earnings cap, which
is currently £97,200 (that is $650,000 – £97,200 x 15.4%) which equals
$85,131.20 US. This will be paid monthly less statutory deductions, together
with your salary.


 


Please indicate your acceptance of these arrangements by signing and
returning to us the enclosed copy of this letter.


 


Yours sincerely,


 


	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  
	
  For and on behalf of

  
	
  Warner Music International Services Limited

  



 


	
  Agreed

  	
  /s/ [ILLEGIBLE]

  	
   

  



 


Dated            28/11/02


 


1





















 


Warner Music International,


A Division of Warner Communications Inc.


75 Rockefeller Plaza


New York


NY 10019


 


Paul Rene Albertini

28 Tennyson House

7 Culford Gardens

London

SW3 2SX


 


27 November 2002


 


Dear Paul Rene


 


I refer to the letter of appointment dated 1st December 2000
with us, Warner Music International, a division of Warner Communications Inc. I
confirm that as agreed, this is to terminate with effect from close of business
on 30 November 2002.


 


The letter of appointment dealing with your appointment as President
will detail your bonus entitlement in your new role. In the meantime, I confirm
that the bonus payable by Warner Music International for the financial year 1st
December 2001 to 30 November 2002 will be no less than $583,333 US.


 


Your sincerely,


 


 


	
  /s/ [ILLEGIBLE]

  	
   

  
	
  For and on behalf of

  
	
  Warner Music International

  
	
  a division of Warner Communications Inc.

  



 


1





















 


WEA Europe Inc.


75 Rockefeller Plaza


New York


NY 10019


 


Paul Rene Albertini

28 Tennyson House

7 Culford Gardens

London

SW3 2SX


 


27 November 2002


 


Dear Paul Rene


 


I refer to the letter of appointment dated 1st December 2000
with us, WEA Europe Inc. I confirm that as agreed, this is to terminate with
effect from close of business on 30 November 2002.


 


The letter of appointment dealing with your appointment as President
will detail your bonus entitlement in your new role. In the meantime, I confirm
that the bonus payable by WEA for the financial year 1st December
2001 to 30 November 2002 will be no less than $1,166,667 US.


 


Your sincerely,


 


 


	
  /s/ [ILLEGIBLE]

  	
   

  
	
  For and on behalf of

  
	
  WEA Europe Inc

  



 


1





















 


10.21.04


 


WARNER MUSIC INTERNATIONAL SERVICES LIMITED


83 Baker Street


London


United Kingdom


 


October 21, 2004


 


Paul-René Albertini


28 Tennyson House


7 Culford Gardens


London


SW3 2SX


 


Dear Paul-René:


 


Please refer to the employment agreement between Warner Music
International Services Limited (“Company”) and you dated 28 November, 2002 (the
“Agreement”).


 


This letter, when countersigned, shall constitute our agreement to
amend the Agreement as set forth herein. Unless otherwise indicated, capitalized
terms shall have the meanings set forth in the Agreement.


 


1.   Paragraph 1.2 of the
Agreement is hereby amended to extend the Term through December 31, 2008.  The period from January 1, 2006 to December
31, 2008 shall be referred to as the “Extension Period.”


 


2.   Paragraph 1.3 of
the Agreement is hereby deleted effective as of the date hereof.


 


3.   The Agreement, including
Paragraphs 2.1 and 4.2 thereof, is hereby amended as of the date hereof to
provide that you may be required to report to an officer holding either or both
of the titles Chairman and/or Chief Executive Officer of Warner Music Group.


 


4.   Paragraph 5.1 of the
Agreement is hereby amended to provide that your annual salary with respect to
the Extension Period shall be $1,500,000.


 


5.   Paragraph 6.1 of the
Agreement is hereby amended to provide that with respect to each year of the
Extension Period, Company shall consider granting to you an annual bonus (or a
pro rata portion of such annual bonus for a portion of such calendar year).  The amount of each annual bonus shall be
determined by Company at its sole discretion; provided, that, your Target bonus
for each year of the Extension Period shall be $2,000,000 (or a pro rata
portion of such amount for a portion of a year), based on the strength of your
performance and on the


 


MDA 10754-4





















 


performance of Company.  The
amount of each annual bonus awarded to you may be higher or lower than the
Target amount, and shall remain in the sole discretion of Company.


 


6.   The final sentence of
Paragraph 6.2 of the Agreement is hereby amended to read as follows:


 


“For the avoidance of doubt, it is agreed that in the event your
employment is not renewed by the Company on or before the expiry of the Term,
Company shall consider granting to you an annual bonus with respect to the last
year of your employment, the amount of which bonus shall be determined
consistent with the terms of Paragraph 6.1 above.”


 


7.   Paragraph 7 of the Agreement
(which provides for a car allowance), Paragraph 8 of the Agreement (which
provides for a housing allowance), and Paragraph 11 (which provides for special
life assurance and private medical insurance), are hereby deleted effective as
of December 31, 2005.


 


8.   Paragraph 10 of the
Agreement is hereby amended to provide that you shall continue to participate
in the Time Warner (UK) Pension Plan for so long as U.K. executives of WMG
companies generally continue to participate in such plan.   Thereafter, you shall participate in such
pension plan (if any) as is established for U.K. executives of WMG companies
generally, subject to the terms of any such plan.


 


9.   Effective as of December 31,
2006, Paragraphs 16.1 and 16.2 of the Agreement are amended to read as follows:


 


“16.1 Subject to the other terms regarding termination set out in this
letter, the Company may terminate your employment at any time without notice
and upon so doing, it will make a lump sum payment to you of in an amount equal
to the sum of (i) the gross aggregate amount of salary then due to you with respect
to the balance of the Term (including for the avoidance of doubt the Extension
Period), plus (ii) an amount equal to $2,000,000 (i.e., your Target annual
bonus amount) times the number of years then remaining in the Term
(including for the avoidance of doubt the Extension Period), including the full
year in which such termination occurs; provided that the aggregate amount
payable to you pursuant to this paragraph 16.1 shall in no event be greater
than $7,000,000, nor lower than $1,750,000.  For purposes of clarification, termination of
your employment by the Company pursuant to this paragraph 16.1 will be “without
cause” for the purposes of any WMG Parent Corp. Stock Option Agreement or
Restricted Stock Agreement that you may enter into.


 


16.2  If your employment is not
renewed by the Company on or before the expiry of the Term (including for the
avoidance of doubt the Extension Period), save where clause 16.1 applies, the
Company will pay you a lump sum payment of $1,750,000.”


 


10.   Paragraph 17.1 of the
Agreement is hereby deleted effective as of the date hereof.


 





















 


Except as expressly amended herein, the terms and provisions of the
Agreement shall remain in full force and effect.


 


If the foregoing correctly sets forth our understanding, please sign
below and return this agreement to Company.


 


	
   

  	
  WARNER MUSIC
  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ [ILLEGIBLE]

  	
   

  
	
  Accepted and
  Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Paul-René Albertini

  	
   

  	
   

  
	
  Paul-René
  Albertini

  	
   

  
					



 





















 


12.8.04


 


WARNER MUSIC INTERNATIONAL SERVICES LIMITED


 


December 17, 2004


 


Paul-René Albertini


c/o Warner
Music International


28 Kensington
Church Street


London W84EP


 


Dear Paul-René:


 


Please refer to the employment agreement between Warner Music
International Services Limited (“Company”) and you dated 28 November, 2002, as amended
by letter agreement dated 21 October, 2004 (the “October ’04 Amendment”) (as so
amended, the “Agreement”).


 


This letter, when countersigned, shall constitute our agreement to
amend the Agreement as set forth herein.  Unless otherwise indicated, capitalized terms
shall have the meanings set forth in the Agreement.


 


1.   Within 10 business days of the execution in
full of this letter agreement, Company shall pay to you $64,332 (less required
withholding).


 


2.   If you are actively employed
by Company on October 1, 2008, then on or about such date Company shall pay to
you $158,528 (less required withholding).


 


3.   Paragraph 9 of the October ’04
Amendment is hereby amended to provide that the modification of Paragraphs 16.1
and 16.2 of the Agreement provided for by such Paragraph 9 shall be effective
as of January 1, 2006, rather than December 31, 2006.


 


Except as expressly amended herein, the terms and provisions of the
Agreement shall remain in full force and effect.  If the foregoing correctly sets forth our
understanding, please sign below and return this agreement to Company.


 


	
   

  	
  WARNER MUSIC
  INTERNATIONAL

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ [ILLEGIBLE]

  	
   

  
	
  Accepted and
  Agreed:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Paul-René Albertini

  	
   

  	
   

  
	
  Paul-René
  Albertini

  	
   

  
					



 


MDA 11302-4