13
DISTRIBUTEES, DEVISEES AND LEGATEES.
IF EXECUTIVE SHOULD DIE WHILE ANY AMOUNTS
ARE STILL PAYABLE TO EXECUTIVE HEREUNDER, ALL SUCH AMOUNTS, UNLESS OTHERWISE
PROVIDED HEREIN, SHALL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT TO
EXECUTIVE'S DEVISEE, LEGATEE, OR OTHER DESIGNEE OR, IF THERE BE NO SUCH
DESIGNEE, TO EXECUTIVE'S ESTATE.
12.
NOTICE.
ALL NOTICES AND OTHER COMMUNICATIONS TO BE GIVEN OR OTHERWISE TO BE MADE TO ANY
PARTY TO THIS AGREEMENT SHALL BE DEEMED TO BE SUFFICIENT IF CONTAINED IN A
WRITTEN INSTRUMENT DELIVERED IN PERSON OR DULY SENT BY CERTIFIED MAIL OR BY A
RECOGNIZED NATIONAL COURIER SERVICE, POSTAGE OR CHARGES PREPAID, (A) TO THE
COMPANY AT 1500 BLUEGRASS LAKES PARKWAY, ALPHARETTA, GEORGIA 30004, (B) TO THE
EXECUTIVE, AT THE ADDRESS SET FORTH ON THE LAST PAGE OF THIS AGREEMENT, OR
(C) TO SUCH OTHER REPLACEMENT ADDRESS AS MAY BE DESIGNATED IN WRITING BY THE
ADDRESSEE TO THE ADDRESSOR, OR IF NO SUCH ADDRESS IS GIVEN, OR IF SUCH ADDRESS
IS DIFFERENT FROM THAT SET FORTH ON THE LAST PAGE OF THIS AGREEMENT, THEN TO THE
ADDRESS LAST GIVEN BY EXECUTIVE TO COMPANY FOR PAYROLL PURPOSES.
13.
NO OUTSTANDING INDEBTEDNESS; TERMINATION OF
OLD EMPLOYMENT AGREEMENT.
(A)
EXECUTIVE SHALL CAUSE HIS SECOND AMENDED
AND RESTATED EMPLOYMENT AGREEMENT BETWEEN EXECUTIVE AND MEDIA DROP-IN
PRODUCTIONS, INC., DATED AUGUST 8, 1997, AS AMENDED BY THE FIRST AMENDMENT TO
SUCH AGREEMENT DATED SEPTEMBER 21, 1998 (THE "OLD EMPLOYMENT AGREEMENT") TO BE
TERMINATED AS OF THE COMMENCEMENT DATE (I) SUCH THAT NO COMPENSATION SHALL BE
DUE TO HIM EXCEPT FOR (A) EXECUTIVE'S ACCRUED BUT UNPAID REGULAR SALARY UP UNTIL
THE COMMENCEMENT DATE, AND (B) ANY REIMBURSEMENT OF ACCRUED BUT UNPAID EXPENSES
NOT TO EXCEED $3,000, AND (II) UNDER TERMS WHEREBY NO ADDITIONAL RIGHTS TO
FUTURE PAYMENTS OR OTHER COMPENSATION SHALL INURE TO EXECUTIVE, WHETHER AS A
RESULT OF THE TERMINATION OF EXECUTIVE'S OLD EMPLOYMENT AGREEMENT, THE MERGER
AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED THEREBY OR HEREBY, INCLUDING,
WITHOUT LIMITATION, ANY RIGHTS ARISING FROM, OR AS A RESULT OF, A CHANGE IN
CONTROL OF MDI.
EXECUTIVE WARRANTS AND REPRESENTS THERE ARE NO OTHER AGREEMENTS
BETWEEN EXECUTIVE AND HIS CONTROLLED AFFILIATES OR HIS IMMEDIATE FAMILY MEMBERS
PURSUANT TO WHICH EXECUTIVE, SUCH CONTROLLED AFFILIATES OR SUCH IMMEDIATE FAMILY
MEMBERS OF EXECUTIVE ARE ENTITLED TO ANY COMPENSATION FROM MDI OR ANY OF ITS
CONTROLLED AFFILIATES, EXCEPT FOR THAT CERTAIN AMENDED AND RESTATED AGREEMENT
BETWEEN MEDIA DROP-IN PRODUCTIONS, INC. AND 1010 PRODUCTIONS, INC. DATED AS OF
AUGUST 8, 1994, AS AMENDED BY THAT CERTAIN FIRST AMENDMENT THERETO DATED AS OF
OCTOBER, 2002.
IN PARTICULAR, EXECUTIVE SHALL WAIVE AND BY THIS AGREEMENT DOES
HEREBY FURTHER WAIVE ALL RIGHTS TO ANY COMPENSATION, INCLUDING, WITHOUT
LIMITATION, ANY BONUS OR OTHER PAYMENT UNDER, OR IN LIEU OF, THE OLD EMPLOYMENT
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE "2% OF GROSS REVENUE" BONUS
CONTEMPLATED THEREUNDER, EXCEPT (I) FOR ORDINARY SALARY DUE UNDER THE TERMS OF
THE OLD EMPLOYMENT AGREEMENT AS OF THE COMMENCEMENT DATE AND DOCUMENTED EXPENSES
AS OF THE COMMENCEMENT DATE REASONABLY INCURRED