Exhibit 10.2
AMENDMENT
TO
EXECUTIVE EMPLOYMENT
AGREEMENT
THIS AMENDMENT TO EXECUTIVE
EMPLOYMENT AGREEMENT, dated as of August 31, 2009 (this
“ Amendment ”), is between Marvel Entertainment,
Inc., a Delaware corporation (“ MEI ”) and
Marvel Characters B.V., a company incorporated under the laws of
The Netherlands (“ MCBV ,” and together with
MEI, “ Employer ”), on the one hand, and Isaac
Perlmutter (the “ Executive ”), on the
other.
RECITALS:
WHEREAS, Employer and the Executive
are parties to that certain Executive Employment Agreement dated as
of March 23, 2009 (the “ Original Agreement
”);
WHEREAS, MEI 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 MEI (the “ Merger
Agreement ”) pursuant to which the parties intend to
effect an acquisition of MEI by Parent through the merger of Merger
Sub with and into MEI 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 Section 4(d)
of Original Agreement . Section 4(d) is hereby amended to
insert the following as a new paragraph after
Section 4(d)(ii):
“Notwithstanding anything to
the contrary contained herein, the Executive acknowledges and
agrees that, so long as during the term MEI and The Walt Disney
Company comply in all material respects with the “Policies
for Management of the Marvel Business,” set forth on
Section 5.13 of the Company Disclosure Letter, as defined in
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 MEI, the
Executive shall not have Good Reason to terminate his employment
pursuant to (A) subsection (i) of this Section 4(d)
or (B)&
