INCLUDE ANY ANNUAL STOCK AWARDS OR PERFORMANCE STOCK OPTIONS, OR OTHER STOCK
OPTIONS, SHARES OF RESTRICTED STOCK AND RESTRICTED STOCK UNITS, AWARDED TO
GOLDSMITH EITHER BEFORE THE DATE OF THIS AGREEMENT (OTHER THAN THE INITIAL
OPTIONS) OR AFTER THE DEEMED VALUE OF THE ANNUAL STOCK AWARDS AND PERFORMANCE
STOCK OPTIONS, AT THE TIME EACH IS GRANTED, EQUALS $4,200,000.
(II)
ALL INITIAL AWARDS WHICH, AT THE TIME OF
TERMINATION OF GOLDSMITH'S EMPLOYMENT WITH THE EMPLOYER, ARE NOT VESTED OR FOR
WHICH FORFEITURE RESTRICTIONS HAVE NOT LAPSED, SHALL IMMEDIATELY VEST, AND
FORFEITURE RESTRICTIONS SHALL IMMEDIATELY LAPSE, (A) IF GOLDSMITH'S EMPLOYMENT
IS TERMINATED (I) ON ACCOUNT OF RETIREMENT AFTER GOLDSMITH HAS ATTAINED AGE
SIXTY-TWO (62), (II) PURSUANT TO SUBPARAGRAPHS 10(B) (WITHOUT GOOD CAUSE OR BY
GOLDSMITH FOR GOOD REASON), 10(C) (DISABILITY) OR 10(D) (DEATH) HEREOF, OR (III)
PURSUANT TO SECTIONS 5(A) AND 6(B) AND (C) (DEATH OR DISABILITY), 5(C) AND 6(A)
(GOOD REASON), OR 6(A) (WITHOUT CAUSE) OF THE AMENDED EMPLOYMENT AGREEMENT (AS
DEFINED IN SUBPARAGRAPH 10(E)) AFTER A CHANGE OF CONTROL (AS DEFINED IN SECTION
2 OF THE AMENDED EMPLOYMENT AGREEMENT); OR (B) UPON THE OCCURRENCE OF A CHANGE
OF CONTROL EVENT AS DEFINED IN THE CURRENT PLAN, SUBJECT IN THE CASE OF THIS
CLAUSE (B) TO ANY PROVISIONS OF THE CURRENT PLAN AND ITS STOCK OPTION AGREEMENTS
REGARDING ACCELERATION OR TERMINATION OF STOCK OPTIONS UPON A CHANGE OF CONTROL
EVENT.
8.
FRINGE BENEFITS AND REIMBURSEMENT OF
EXPENSES. EMPLOYER SHALL PROVIDE GOLDSMITH WITH SUCH MEDICAL AND OTHER HEALTH,
DENTAL, ACCIDENTAL LIFE AND DISABILITY INSURANCE, AND HE SHALL BE ENTITLED TO
ALL EMPLOYEE AND FRINGE BENEFITS AND REIMBURSEMENT OF EXPENSES AND TO
PARTICIPATE IN ALL BENEFIT PLANS (INCLUDING STOCK PLANS) AS ARE CONSISTENT WITH
HIS POSITION AND DUTIES AND THOSE PREVIOUSLY PROVIDED TO THE CHIEF EXECUTIVE
OFFICER OF EMPLOYER; PROVIDED, HOWEVER, THAT FUTURE STOCK AWARDS AND STOCK
OPTION GRANTS TO GOLDSMITH SHALL BE ON THE TERMS SPECIFIED IN PARAGRAPH 7 OF
THIS AGREEMENT. GOLDSMITH SHALL ALSO BE ENTITLED TO RECEIVE A SUPPLEMENTAL
RETIREMENT BENEFIT AS SET FORTH IN APPENDIX A TO THIS AGREEMENT.
9.
EXTENT OF SERVICE. GOLDSMITH SHALL
DEVOTE HIS TIME, ATTENTION AND ENERGIES TO THE BUSINESS OF EMPLOYER AND SHALL
NOT, DURING THE TERM OF THIS AGREEMENT, BE ENGAGED IN ANY OTHER ACTIVITY WHICH
WILL MATERIALLY INTERFERE WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER. TIME
EXPENDED BY GOLDSMITH ON PHILANTHROPIC ACTIVITIES, AS A GENERAL PARTNER OF
SUNBAR PROPERTIES, AS A PASSIVE INVESTOR IN REAL ESTATE VENTURES AND OTHER
INVESTMENTS, OR IN MANAGING THE EXISTING PROPERTIES OF GOLDSMITH ENTERTAINMENT
CORPORATION SHALL BE DEEMED NOT TO INTERFERE WITH THE PERFORMANCE OF HIS DUTIES
HEREUNDER.
7
10.
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION BY EMPLOYER FOR GOOD CAUSE.
EMPLOYER MAY TERMINATE THE EMPLOYMENT OF GOLDSMITH FOR "GOOD CAUSE" BY WRITTEN
NOTICE TO GOLDSMITH. FOR PURPOSES OF THIS AGREEMENT, "GOOD CAUSE" SHALL MEAN
ONLY (I) CONVICTION OF A CRIME DIRECTLY RELATED TO HIS EMPLOYMENT HEREUNDER,
(II) CONVICTION OF A FELONY INVOLVING MORAL TURPITUDE, (III) WILLFUL AND GROSS
MISMANAGEMENT OF THE BUSINESS AND AFFAIRS OF EMPLOYER,