EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

I, Kenneth P. West, agree to the terms and conditions of employment with Marvel Entertainment, Inc. (“Company”) set forth in this employment agreement (“Agreement”).

1.            Term of Employment . My employment under this Agreement (“Term”) shall commence on June 1, 2009 and shall end on May 31, 2010 (“Expiration Date”) or such earlier date on which my employment is terminated under Section 5 of this Agreement.  If the Company continues to employ me beyond the Expiration Date without entering into a written agreement extending the term of this Agreement, except as provided in a new written employment agreement between the Company and me, all obligations and rights under this Agreement shall lapse as of the Expiration Date, except my confidentiality and other obligations under Sections 6 and 7, the Company’s ongoing indemnification obligation under Section 8, and our mutual arbitration obligations under Section 9, and I thereafter shall be an at-will employee of the Company.

2.            Nature of Duties .  I shall be the Company’s Executive Vice President and Chief Financial Officer, and I shall report to the members of the Company’s Office of the Chief Executive or their designee, or to such other person as the Company’s Board of Directors (“Board”) or its designee shall designate.  I shall work exclusively for the Company and shall have all of the customary powers and duties associated with that position, together with such other and further duties as the Company shall from time to time assign me.  I shall devote my full business time and effort to the performance of my duties for the Company, which I shall perform faithfully and to the best of my ability.  I shall be subject to the Company’s policies, procedures and approval practices, as generally in effect from time to time.

I further agree to accept election, and to serve during all or any part of the Term, as an officer or director of the Company and of any subsidiary or affiliate of the Company, without any compensation therefor other than that specified in this Agreement, if elected to any such position by the stockholders or by the Board or of any subsidiary or affiliate, as the case may be.  Unless otherwise agreed to in writing by the Company and me, I shall immediately resign any such office or directorship upon the expiration of the Term.

3.            Place of Performance .  I shall be based at the Company’s principal executive office in New York City, except for required travel on the Company’s business.  Any business travel shall be arranged in accordance with the travel policies and procedures established by the Company.

4.            Compensation and Related Matters .

(a)            Base Salary .  The Company shall pay me base salary at an annual rate of  $425,000, or such other rate as it elects to pay me.  My base salary shall be reduced only in connection with a broad-based salary reduction that affects other employees of comparable rank and that does not occur within 12 months after a Third Party Change in Control, as defined in Section 5(h) below.  My base salary shall be paid in conformity with the Company’s salary payment practices generally applicable to other similarly situated Company employees.  In addition to my base salary, I shall receive $1,000 per month (the amount formerly provided to me as “car allowance”) as salary not subject to raises, bonuses or severance pay.

(b)            Bonuses .  I will be eligible to receive an annual cash bonus, in such amount (if any) as the Board may determine in its sole discretion, based in whole or in part upon the attainment of performance goals set by the Board (the “Bonus Performance Goals”).  My target annual bonus amount shall be 50% of my base salary received for the year.  The Board shall have the sole discretion to determine whether I have attained the Bonus Performance Goals and to determine, regardless of any such attainment, whether and in what amount a bonus shall be paid to me for any particular year.  Each annual bonus shall be paid when annual bonuses are paid generally to the Company’s other similarly situated employees but in no event later than a day that is within the first two and one-half months of the next calendar year.

(c)            Standard Benefits .  During my employment, I shall be entitled to participate in all employee benefit plans and programs (including any group health plans, qualified pension plans, and 401(k) plans) to the same extent generally available to other similarly situated Company employees, in accordance with the terms of those plans and programs.  The Company shall have the right to terminate or change any such plan or program at any time.

(d)            Vacation.   I shall be entitled during my employment to a vacation period or periods of 3 (three) weeks per year, to be accrued and taken in accordance with the vacation policy of the Company.

(e)            Expenses .  I shall be entitled to receive prompt reimbursement for all reasonable and customary travel and business expenses I incur in connection with my employment, but I must incur and account for those expenses in accordance with the policies and procedures established by the Company.

5.            Termination .

(a)            Rights and Duties .  If my employment is terminated, I shall be entitled to the amounts or benefits shown on the applicable row of the following table, subject to the balance of this Section 5.  The Company and I shall have no further obligations to each other, except my confidentiality and other obligations under Sections 6 and 7, the Company’s ongoing indemnification obligation under Section 8, and our mutual arbitration obligations under Section 9, or as set forth in any written agreement I subsequently enter into with the Company.  In no event will any of the payments or benefits provided under this section be delayed from the time they become payable except on terms and to the extent permitted under Section 409A of the Internal Revenue Code (the “Code”).  Payments and benefits hereunder will be payable at the times specified herein, subject in all cases to applicable Section 409A Compliance Rules adopted by the Company and in effect to provide for compliance with Code Section 409A, which Compliance Rules are hereby incorporated into this Agreement by reference.  Any amounts payable to me under this section shall first be applied to repay any amounts I owe the Company.

(b)            Discharge for Cause .  The Company may terminate my employment at any time for Cause.  “Cause” means that one or more of the following events occurred:

(i)           my indictment for, or conviction of, a felony, a crime involving theft, fraud, dishonesty or moral turpitude, or any violation of any federal or state securities law (whether by plea of nolo contendere or otherwise) or my being enjoined from violating any federal or state securities law or being determined to have violated any such law.

(ii)           my failure or refusal to follow the Company’s lawful directions or to perform my duties (other than by reason of physical or mental illness, injury, or condition), in either case, after I have been given notice of my default and five business days to cure my default;

(iii)          my engaging in conduct constituting embezzlement, willful assistance to a competitor, fraud, misappropriation, material violation of the Company’s anti-discrimination, equal employment opportunity, prohibition against harassment or similar policies or material violation of the Company’s insider trading policy, corporate code of business conduct and ethics or other material policy, or my engaging in conduct tending to bring the Company or any other member of the Group (as defined in Section 6(a), below) into public disgrace or disrepute;

(iv)         my failure (including, but not limited to, my refusal to be deposed or to provide accurate and complete testimony at any trial or inquiry) to participate, if requested by the Board, in any investigation or inquiry, whether internal or external, into my actions (or inactions) or the Company’s business practices;

(v)          my possession on Company premises of any prohibited drug or substance that would amount to a criminal offense, or my being under the influence of any such substance while on Company premises;

(vi)         my intentional misconduct or gross negligence in connection with the business of the Company or any affiliate;

(vii)        my material breach of this Agreement, including of any promise I made in Section 6, below; or

(viii)       my seeking, exploring, or accepting a position with another business enterprise or venture without the Company’s written consent at any time more than 90 days before the Expiration Date.

If my employment ends for any reason other than discharge by the Company for Cause, but at a time when the Company had Cause to terminate me (or would have had Cause if it then knew all relevant facts), my termination shall be treated as a discharge by the Company for Cause.

(c)            Termination for Disability .  Except as prohibited by applicable law, the Company may terminate my employment on account of Disability, or may transfer me to inactive employment status, which shall have the same effect under this Agreement as a termination for Disability.  “Disability” means a physical or mental illness, injury, or condition that prevents me from performing substantially all of my duties under this Agreement for at least 90 consecutive calendar days or for at least 120 calendar days, whether or not consecutive, in any 365 calendar-day period, or is likely to do so, as certified by a physician selected by the Company.

(d)            Discharge Other Than for Cause, Death, or Disability .  The Company may terminate my employment at any time for any reason, and without advance notice.  If I am terminated by the Company other than for Cause, Death, or Disability, I will receive the special benefits provided for a non-Cause discharge under Section 5(a) only if I sign a separation agreement and general release form furnished to me by the Company within 45 days from its delivery to me (or such shorter deadline as the Company establishes at the time) and I do not thereafter properly revoke the release.

(e)            Resignation .  I promise not to resign my employment before the Expiration Date unless I have been given Good Reason (as defined below) to do so.  If I break that promise and resign other than for Good Reason, I shall nevertheless remain employed under this Agreement except to the extent the Company elects to cancel it.  If I resign other than for Good Reason and the Company accepts my resignation, the Company may do so effective on the date set forth in my notice or any earlier date.  If I resign for Good Reason, my employment will end on my last date of work and I will receive the benefits to which I am entitled under Section 5(a), but only if I sign a separation agreement and general release form furnished to me by the Company within 45 days from its delivery to me (or such shorter deadline as the Company establishes at the time) and I do not thereafter properly revoke the release. “Good Reason” means that, without my express written consent, one or more of the following events (1) occurred after my execution of this Agreement, (2) was described in written notice to the Company within 30 days of becoming known to me, such notice explicitly informing the Company that I consider the event (if it remains) to have given me “Good Reason” for resigning and (3) was not reversed or cured within 30 days of that notice:

(i)           a diminishment of my duties or responsibilities (but not my base salary, except as provided in Section 4(a) above) to the point where they are below the level generally associated with being a senior executive (or, if within 12 months after a Third Party Change in Control, to a level materially and adversely below my highest-ranking position at the Company since six months before the Third Party Change in Control);

(ii)           a transfer of my principal office to a location more than 50 miles from the location set forth in Section 3, above;

(iii)          the Company’s material breach of Section 4 or Section 8 of this Agreement; or

(iv)         the distribution of financial statements of the Company to any third party where (A) I have informed the Chairman of the Board of Directors and/or the Chairman of the Board’s Audit Committee that I object to the presentation of any material matter contained in those financial statements on the basis that it does not adequately conform to generally accepted accounting principles, (B) the Company’s independent registered public accounting firm agrees with my position, and (C) the financial statements failed to clearly disclose my objections, including the effect on the financial statements if they were to be revised to comply with my position.

An event that is or would constitute Good Reason, however, shall cease to be Good Reason if:  (1) I do not terminate employment within 30 days after the end of the 30-day cure period referred to above (but in any event during the Term); or (2) I was a primary instigator of the Good Reason event and the circumstances make it inappropriate for me to receive Good Reason resignation benefits under this Agreement.

(f)            Death .  If I die while employed under this Agreement, my employment shall be considered terminated as of my date of death and the payments required by Section 5(a) in the event of my death shall be made.

(g)           Transfers to Group Member .  My transfer to another member of the Group shall not be deemed a termination of my employment under this Agreement if it assumes this Agreement.

(h)           Third Party Change in Control .

(i)            Definition .  For purposes of this Agreement, a “Third Party Change in Control” shall be deemed to have occurred if (i) any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than an Excluded Person or Excluded Group (as defined below) (hereinafter, a “Third Party”), is or becomes the “beneficial owner” (as defined below), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote in the election of directors of the Company, (ii) the Company is a party to any merger, consolidation or similar transaction as a result of which the shareholders of the Company immediately prior to the transaction beneficially own securities of the surviving entity representing less than fifty percent (50%) of the combined voting power of the surviving entity’s outstanding securities entitled to vote in the election of directors of the surviving entity, or (iii) all or substantially all of the assets of the Company are acquired by a Third Party.  “Excluded Group” means a “group” (as that term is used in Sections 13(d) and 14(d) of the Exchange Act) that includes one or more Excluded Persons; provided that the voting power of the voting stock of the Company beneficially owned by those Excluded Persons represents a majority of the voting power of the voting stock beneficially owned by the group.  “Excluded Person” means Isaac Perlmutter, any spouse or descendant of Mr. Perlmutter, any trust established solely for the benefit of, and any charitable trust or foundation established by, Mr. Perlmutter or