Exhibit 10.30
April 4, 2005
Mr. Michael Short
Vivendi Universal Entertainment LLLP
1000 Universal Studios Plaza
Orlando, Florida 32819
Dear Mr. Short:
Vivendi Universal Entertainment LLLP
(the “Company”) agrees to employ you and you agree to
accept employment upon the terms and conditions set forth in this
agreement (the “Agreement”).
1. Term . The term of this
Agreement will commence on September 1, 2005 and continue
until August 31, 2007 unless extended pursuant to subparagraph
(a) below (the “Term”), or unless earlier
terminated pursuant to the provisions of Paragraph 4.
(a) Option . The Company will
have the following irrevocable option, exercisable at its sole
discretion, to extend the Term, commencing upon the expiration of
the preceding Term, upon all the same terms and conditions as
during such preceding Term. Such option is exercisable by written
notice given not later than one hundred eighty (180) days
prior to the expiration of the Term preceding that for which such
option is exercised:
(i) a period of two (2) years
commencing on September 1, 2007 and continuing until
August 31, 2009.
You agree and acknowledge that the
Company has no obligation to extend the Term or to continue your
employment after expiration of the Term, and you expressly
acknowledge that no promises or understandings to the contrary have
been made or reached. You also agree and acknowledge that, should
the Company choose to continue your employment for any period of
time following the expiration of the Term (including any extensions
thereof), your employment with the Company will be “at
will;” in other words, during any time following the
expiration of the Term, the Company may terminate your employment
at any time, with or without reason and with or without notice, and
you may resign at any time, with or without reason and with or
without notice.
2. Duties . You agree to be
employed and perform your exclusive services for the Company or one
of its affiliates upon the terms and conditions of this Agreement.
You will commence your services hereunder as Executive Vice
President & Chief Financial Officer for Universal Orlando
and you will perform the services requested from time to time by
the Board of Directors of the Company or a duly authorized officer
of the Company (the “Board”). You will not be required,
without your consent, to perform your primary duties under this
Agreement in a location other than in Orlando, Florida, except for
required travel on the Company’s business.
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3. Compensation and Related
Matters .
(a) Base Salary . For all
services rendered under this Agreement, commencing
September 1, 2005, the Company will pay you base salary at an
annual rate of Three Hundred Fifty Six Thousand Seven Hundred and
00/100 Dollars ($356,700.00), payable in accordance with the
Company’s applicable payroll practices (“Base
Salary”). The Base Salary reflected herein may not correspond
exactly to the amount received in any given calendar year. Your
Base Salary is paid biweekly and is calculated by dividing Base
Salary by 26.08335. Any higher Base Salary paid to you subsequently
will be deemed the annual rate for the purposes of this Agreement
and will commence on the date determined by the Board.
The Company is not obligated to
actually utilize your services, and payment and benefits as
described in Paragraphs 4(a) and 4(c) will discharge the
Company’s obligation under this Agreement.
(b) Bonus Compensation . You
will be eligible to participate at a level appropriate to your
position in the Vivendi Universal Entertainment LLLP
(“VUE”) Annual Incentive Plan or any plan adopted in
replacement thereof as determined by the Board and in accordance
with the plan’s terms and conditions.
(c) Long Term Incentive Plan
. You are eligible to participate at a level appropriate to your
position in the Universal Orlando Long-Term Growth Plan (or any
plan adopted in replacement thereof in which you are specifically
designated as a participant) as determined by the Universal Orlando
Park Advisory Board and in accordance with the plan’s terms
and conditions. In addition, in accordance with the terms and
conditions of the applicable General Electric plan and/or program
as well as the specific terms of the particular grant, you shall be
eligible to receive discretionary equity or equity-equivalent
grants from time to time under a General Electric plan or program,
as such grants are offered to similarly situated employees. You
understand that all such awards, if any, are based on performance
and are not guaranteed compensation. You understand and acknowledge
that since you are eligible to participate in the Universal Orlando
Long-Term Growth Plan, any awards made under any GE plan or program
will take into consideration your participation in any Orlando
Long-Term Growth Plan.
(d) Benefits . You will be
entitled to participate in the benefit plans generally available to
executive employees of the Company so long as the Company provides
such plans and programs and subject to their terms and conditions,
except that you will not participate in any severance plan of the
Company. You will be entitled to accrue four (4) weeks
vacation, with pay, during each calendar year, to take at such
times as you and the Company may mutually agree upon, in accordance
with current Company vacation policy.
(e) Expense
Reimbursements/Deductions . During your employment, the Company
will reimburse you for your reasonable and necessary business
expenses in accordance with its then prevailing policy for
similarly situated employees (which will include appropriate
itemization and substantiation of expenses incurred). The Company
is entitled to deduct from monies payable and reimbursable to you
by the Company, all sums that you owe the Company or any of its
affiliates at any time.
(f) Withholding . The Company
may withhold from any amounts payable under this Agreement such
federal, state or local taxes as will be required to be withheld
pursuant to any applicable laws or regulation.
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4. Compensation Upon Certain
Termination Events .
(a) Compensation Payable .
Should your employment with the Company terminate, you will be
entitled to the amounts and benefits shown on the following table,
subject to Paragraphs 4(b) through 4(e). In the event of such
termination, and except for payments noted in this Paragraph 4, the
Company will have no further obligations to you under this
Agreement.
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Involuntary
Termination
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Disability
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Death
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Payment of
(1) any accrued but unpaid Base Salary due you through
termination, and (2) other unpaid amounts then due you under
Company benefit plans or programs.
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Same as for
termination for Cause except that your Base Salary and benefits
(other than benefits provided under (1) any plan qualified under
Section 401(a) of the Internal Revenue Code, (2) any nonqualified
pension plan and (3) any stock or cash incentive based plan) will
also continue through the expiration of the Term, provided you meet
the requirements in Paragraph 5 and subject to the terms and
conditions of each benefit plan.
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Same as for
termination for Cause except that your Base Salary will continue
until the earliest of (1) the 180 th day following the start of your
disability absence, or (2) your death and will be reduced by other
Company-provided disability benefits available to you. Payment of a
pro-rata portion of your bonus for the year of your
termination.
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Payment of (1)
any accrued but unpaid Base Salary due you through your date of
death, (2) a pro-rata portion of your bonus for the year of your
termination and (3) other unpaid amounts then due you under Company
benefit plans or programs, except that those payments will be made
to your estate or legal representative, and your death benefits
payable due to your death under Company employee benefit plans or
programs will also be paid.
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(b) Termination for Cause .
The Company may terminate your employment for cause at any time
without advance notice. “Cause” will include, but not
be limited to:
(i) your material failure to perform
your material duties or your material breach of the terms of this
Agreement which is not remedied by you within 30 days after receipt
of written notice from Universal specifically delineating each
claimed failure or breach and setting forth Universal’s
intention to terminate your employment if the failure or breach is
not duly remedied;
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(ii) your material failure to comply
with Company policies, as such policies may be amended from time to
time, including, without limitation, the General Electric Integrity
Policies contained in The Spirit and the Letter of Our
Commitment , a copy of which is enclosed herewith (a copy of
the Personal Commitment Acknowledgement Form is also attached
hereto as Schedule 1 for your signature), the NBC Universal Policy
on Harassment and the Employment Data Protection Standards, copies
of which are attached as Schedule 2 to this Agreement as determined
by the Company’s Human Resources or Internal Audit
Departments following a full, good faith investigation;
or
(iii) your conviction of a felony or
crime of moral turpitude.
(c) Involuntary Termination .
The Company may terminate your employment other than for Cause or
on account of Disability, as defined in Paragraph 4(d), in which
case you will receive the greater of (i) continuation of Base
Salary and benefits as specified in Paragraph 4(a); provided the
Company will retain a right of offset against the amounts payable
to you under this Paragraph and will be entitled to reduce the
amount of any compensation and benefits payable to you under this
Agreement by the amount of compensation and benefits of any kind
earned or received by you from any third party from the date of
termination through the end of the payment term pursuant to this
Paragraph or (ii) in exchange for a release acceptable to the
Company, a lump sum payment equal to one month of Base Salary in
effect immediately before the day of termination multiplied by the
number of years you were employed with the Company and/or its
affiliates. You agree that you will have no rights or remedies in
the event of your termination without Cause other than those set
forth in this Agreement.
(d) Termination for
Disability . The Company may terminate your employment on
account of a Disability and the payments required by Paragraph 4(a)
will be made. You will be
