AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to
Employment Agreement (the “Amendment”) is made as of
December 31, 2008, to be effective as of January 1, 2009,
by and between Ascent Media Group, LLC, a Delaware limited
liability company (the “Company”), and George C.
Platisa (the “Executive”).
The Company and
Executive are parties to an Employment Agreement dated as of
September 1, 2006 (the “Original Agreement”). The
Company and Executive desire to amend the Original Agreement as set
forth herein.
In consideration
of the mutual covenants set forth in this Amendment and other good
and valuable consideration, the receipt and sufficiency of which
are acknowledged, the parties, intending to be legally bound, agree
as follows:
1. The final
sentence of the first paragraph of Section 4.2 of the Original
Agreement is hereby amended to read in its entirety as
follows:
“Subject
to Section 4.6 and 4.10, (i) any Severance Payment to
which Executive becomes entitled shall be payable in a lump sum on
the sixtieth (60 th ) day
following the date of termination of Executive’s employment
(or, if such day is not a business day, on the first business day
thereafter), (ii) any Prorated Bonus shall be paid on
April 15 th of
the year following the year in which the date of termination occurs
(or, if such April 15 th is
not a business day, on the first business day thereafter), and
(iii) any Award payable pursuant to the terms of
Section 4.2(d) shall be payable on the Payment Date (as
defined in the MIP) relating to such Award (which shall in no event
be later than December 31 st of
the calendar year in which termination occurs).”
2. Section 4.4(c)
of the Original Agreement is hereby amended to read in its entirety
as follows:
3. “(c)
an amount equal to Executive’s monthly Base Salary in effect
on such termination date for the lesser of (i) six
(6) months or (ii) the remainder of the Term, payable in
a single lump sum on the sixtieth (60 th )
business day following the termination date.”
4. The second
sentence of the second paragraph of Section 4.6 of the
Original Agreement is hereby amended to read in its entirety as
follows:
“Executive shall have a period of
twenty-one (21) days (or, if required by applicable law, a
period of forty-five (45) days) after the effective date of
termination of this Agreement (the “Consideration
Period”) in which to execute and return the original, signed
Release to the Company.”
5. The
definition of “DHC” in Section 4.9 of the Original
Agreement is hereby amended to read in its entirety as
follows:
“AMC” means Ascent Media
Corporation, a Delaware corporation, and any successor (by merger,
consolidation, transfer or otherwise) to all or substantially all
of its assets; provided, that if a Transferee Parent becomes the
beneficial owner of all or substantially all of the equity
securities of the Company then beneficially owned by AMC as to
which AMC has dispositive power, the term “AMC” shall
also mean such Transferee Parent and any successor (by merger,
consolidation, transfer or otherwise) to all
