Exhibit 10.3
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO EMPLOYMENT
AGREEMENT, dated as of August 31, 2009 (this “
Amendment ”), is between Marvel Entertainment, Inc., a
Delaware corporation (the “ Company ”), and John
Turitzin (the “ Executive ”).
RECITALS:
WHEREAS, the Company and the
Executive are parties to that certain Employment Agreement dated as
of March 21, 2008 (the “ Original Agreement
”);
WHEREAS, the Company has entered
into that certain Agreement and Plan of Merger dated as of
August 31, 2009, among The Walt Disney Company (“
Parent ”), Maverick Acquisition Sub, Inc. (“
Merger Sub ”), Maverick Merger Sub, LLC and the
Company (the “ Merger Agreement ”) pursuant to
which the parties intend to effect an acquisition of the Company by
Parent through the merger of Merger Sub with and into the Company
subject to the conditions set forth in the Merger Agreement (the
“ Merger ”); and
WHEREAS, the parties hereto desire
to amend the Original Agreement on the terms and conditions set
forth herein, effective as of the closing date of the
Merger.
NOW, THEREFORE, in consideration of
the premises and of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Amendment of Original
Agreement . Section 5(e) is hereby amended to insert the
following as a new paragraph after
Section 5(e)(iii):
“Notwithstanding anything to
the contrary contained herein, I acknowledge and agree that in no
event shall the consummation of any of the transactions
contemplated by that certain Agreement and Plan of Merger dated as
of August 31, 2009, among The Walt Disney Company, Maverick
Acquisition Sub, Inc., Maverick Merger Sub, LLC and the Company
(the “ Merger Agreement ”), including, but not
limited to, any changes to my duties or responsibilities as a
result of the shares of the Company no longer being publicly-held,
provide Good Reason for me to terminate my employment or otherwise
constitute a material breach of
