Exhibit 10.3
METROMEDIA INTERNATIONAL GROUP, INC.
INCENTIVE BONUS AGREEMENT
-------------------------
THIS
AGREEMENT is entered into as of the 1st day of October, 2006
(the
"Effective Date") by and between Metromedia International Group,
Inc., a
Delaware corporation (the "Company"), and Harold F. Pyle III
("Executive").
WHEREAS, the Company has entered into a letter of intent pursuant
to which
it anticipates selling all or substantially all of its assets (the
"LOI Sale
Transaction"); and
WHEREAS, Executive is currently employed by the Company as its
Chief
Financial Officer, and the Board of Directors of the Company (the
"Board") has
determined that it is in the best interests of the Company and its
stockholders
to provide an incentive for Executive to attain value for the
stockholders and
perform Executive's duties to the Company in furtherance of the
Company's
efforts to consummate the LOI Sale Transaction or any other "Sale
Transaction"
(as defined below); and
WHEREAS, to such end, the Company desires to provide Executive with
certain
payments and benefits pursuant to the terms of this Agreement;
and
WHEREAS, the Board of Directors has authorized the Company to enter
into
this Agreement.
NOW,
THEREFORE, for and in consideration of the premises and the
mutual
covenants and agreements contained herein and other good and
valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the
Company and Executive hereby agree as follows:
I. Incentive
Bonus. The Company agrees that, if a definitive agreement to
consummate the LOI Sale Transaction or any other sale of the
Company or
transaction pursuant to which the Company sells all or
substantially all of its
assets (collectively with the LOI Transaction, a "Sale
Transaction") is entered
into by January 31, 2007, the Sale Transaction is subsequently
consummated and
the holders of shares of preferred stock, par value $1.00 per
share, of the
Company ("Preferred Stock") have received an amount equal to $68.00
per share of
Preferred Stock, Executive shall be entitled to receive a bonus
equal to
$1,000,000 (the "Incentive Bonus"), which shall be payable in a
single lump sum
cash payment as soon as reasonably practicable following the date
of the last
payment to the holders of Preferred Stock that results in such
holders receiving
at least $68.00 per share (the "Payment Date"), subject to
Executive's continued
employment on such date. Notwithstanding the foregoing, if
Executive's
employment is terminated by the Company without "Cause" (as defined
in the
employment agreement, entered into on October 6, 2003 and effective
as of
October 1, 2003, by and between Executive and the Company, as
amended from time
to time (the "Employment Agreement") at any time before the Payment
Date,
Executive shall be entitled to receive the Incentive Bonus on the
Payment Date
if it occurs.
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II. Withholding Taxes.
The Company may withhold from all payments due to
Executive hereunder all taxes which, by applicable federal, state,
local or
other law, the Company is required to withhold therefrom.
III. Non-Exclusivity of Rights. Other than as specifically stated
in this
Agreement, nothing in this Agreement shall prevent or limit
Executive's right to
participate in any benefit, bonus, incentive or other plan or
program provided
by the Company and for which Executive may qualify, nor shall
anything herein
limit or reduce such rights as Executive may have under any
agreements with the
Company, and amounts which are vested benefits or which Executive
is otherwise
entitled to receive under any plan or program of the Company shall
be payable in
accordance with such plan or program, except as explicitly modified
by this
Agreement; provided, that Executive and the Company agree that if a
Sale
Transaction is entered into by January 31, 2007, and if the Sale
Transaction is
subsequently consummated, then the special bonus agreement, dated
as of August
9, 2005 by and between Executive and the Company shall be void and
of no further
force and effect, and Executive shall have no rights to any
payments or benefits
thereunder.
IV. Entire Agreement.
This Agreement constitutes the entire agreement of the
parties hereto and supersedes all prior and contemporaneous
agreements and
understandings (including term sheets) both written and oral,
between the
parties hereto, or either of them, with res