Exhibit 10.32
WARNER MUSIC INC.
75 Rockefeller Plaza
New York, New York 10019
July 7, 2005
Caroline Stockdale
Dear Caroline:
This letter, when signed by you and
countersigned by us (“Company”), shall constitute
agreement (the “Agreement”) with respect to your
employment with Company.
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1.
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Position : Executive Vice President, Human
Resources
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2.
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Term :
The term of this Agreement shall commence on July 25, 2005 and
ended December 31, 2008 (the “Term”).
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(a) Salary : During the Term,
Company shall pay you a salary at the rate of $375,000 per
annum.
(b) Annual Discretionary
Bonus : With respect to each fiscal year of the Term shall be
eligible for an annual bonus (or a pro rata portion of such annual
bonus for a portion of such fiscal year) (the “Annual
Bonus”). The amount of each Annual Bonus shall be determined
by Company at its sole discretion; provided that, your target
Annual Bonus (the “Target”) for each year of the Term
shall $350,000 (or a pro rata portion of such amount for a portion
of a year), base the strength of your performance and on the
performance of Company. The amount of each annual bonus awarded to
you may be higher or lower than the Target amount, and shall remain
in the sole discretion of Company.
(c) Commencement Bonus :
Promptly following the commencement of your employment hereunder,
Company shall pay you a Commencement Bonus of $250,000.
(d) Payment of Compensation :
Compensation accruing to you during the Term shall be payable in
accordance with the regular payroll practices of Company
for
employees at your level. You shall
not be entitled to additional compensation far performing any
services for Company’s subsidiaries or affiliates.
(e) Stock Options . Company
shall grant to you options to purchase 50,000 shares of the Common
Stock of Warner Music Group Corp. (the “Options”)
subject to any required approvals, which Options shall be
exercisable in accordance with the terms of the stock option
agreement to be executed and delivered by you pursuant to the
applicable stock option plan.
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4.
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Exclusivity : Your employment with Company shall be
full-time and exclusive. During the Term you will not render any
services for others, or for your own account, in the field of
entertainment or otherwise.
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5.
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Reporting : You shall at all times work under the
supervision and direction of the senior executive officers of
Company and shall perform such duties as you shall reasonably be
directed to perform by such senior officers.
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6.
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Place of
Employment : The greater
New York metropolitan area. You shall render services at the
offices established for Company at such location. You also agree to
travel on temporary trips to such other place or places as may be
required from time to time to perform your duties hereunder. You
agree to relocate your primary residence to the New York
metropolitan area on or before December 31, 2005.
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7.
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Travel and
Entertainment Expenses :
Company shall pay or reimburse you for reasonable expenses actually
incurred or paid by you during the Term in the performance of your
services hereunder in accordance with Company’s policy for
employees at your level upon presentation of expense statements or
vouchers or such other supporting information as Company may
customarily require.
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8.
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Benefits:
Relocation :
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(a) While you are employed
hereunder, you shall be entitled to all fringe benefits generally
accorded to employees of Company at your level from time to time,
including, but not limited to, medical health and accident, group
insurance and similar benefits, provided that you are eligible
under the general provisions of any applicable plan or program and
Company continues to maintain such plan or program during the
Term.
(b) Company shall reimburse you for,
or pay directly, your reasonable household moving expenses approved
by Company which shall have been incurred by you directly as a
result of moving from Minnesota to the New York metropolitan area,
upon presentation to Company of documentation evidencing such
expenses and, in the case of any expenses which are to be
reimbursed, the payment thereof by you.
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9.
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Disability/Death : If you shall become physically or mentally
incapacitated from performing your duties hereunder, and such
incapacity shall continue for a period of three
(3) consecutive months or more or for shorter periods
aggregating three months or more in any twelve-month period,
Company shall have the right (before the termination of such
incapacity), at its option, to terminate your employment hereunder
upon paying to you any accrued but unpaid salary to the date of
such termination. In the event of your death, this Agreement shall
automatically terminate except that Company shall pay to your
estate any accrued but unpaid salary through the last day of the
month of your death.
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10.
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Termination
by Company : Company may
at any time during the Term, by written notice, terminate your
employment for malfeasance, misfeasance or nonfeasance in
connection with the performance of your duties, the cause to be
specified in the notice of termination. Without limiting the
generality of the foregoing, the following acts shall constitute
grounds for termination of employment hereunder: (i) any
willful or intentional act or omission having the effect of
injuring the reputation, business or business or employment
relationships of Company or its affiliates; (ii) conviction
of, or plea of nolo contendere to, a misdemeanor involving
moral turpitude or a felony; (iii) breach of covenants
contained in this Agreement; and (iv) repeated or continuous
failure, neglect or refusal to perform your duties
hereunder.
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11.
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Consequences
of Breach by Company or Non-renewal :
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(a) In the event of a “Special
Termination” (as defined below) of your employment, your sole
remedy shall be that, upon your execution of a Release (as defined
below) Company shall pay to you the “Special Termination
Payments” (as defined below), and in the event of a
“Qualifying Non-renewal” (as defined below), your sole
remedy shall be that, upon your execution of a Release, Company
shall pay to you the “Non-renewal Payments” (as defined
below). Special Termination Payments and Qualifying Non-renewal
Payments are sometimes herein referred to collectively as the
“Terminat
