Exhibit 10.31
April 25, 2002
Mr. James Hightower
Universal Studios, Inc.
1000 Universal Studios
Plaza
Orlando, Florida 32819
Dear Mr. Hightower:
Universal Studios, Inc.
(“Universal” or 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 July 1, 2002 and continue until
June 30, 2004 unless extended pursuant to subparagraph
(a) below (the “Term”), or unless earlier
terminated pursuant to the provisions of Paragraph 4.
(a) Options . Universal will
have the following irrevocable options, 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 options are exercisable by written
notice given not later than sixty (60) 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 July 1, 2004 and continuing until June 30,
2006;
(ii) a period of two (2) years
commencing on July 1, 2006 and continuing until June 30,
2008.
You agree and acknowledge that
Universal 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
Universal choose to continue your employment for any period of time
following the expiration of the Term (including any extensions
thereof), your employment with Universal will be “at
will;” in other words, during any time following the
expiration of the Term, Universal 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 Vice President,
Project Management for Universal Creative and you will perform the
services requested from time to time by the Board of Directors of
Universal (the “Board”) or its duly authorized
officers.
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3. Compensation and Related
Matters .
(a) Base Salary . For all
services rendered under this Agreement, commencing July 1,
2002, Universal will pay you base salary at an annual rate of Two
Hundred Sixty Thousand Five Hundred and 00/100 Dollars
($260,500.00), payable in accordance with Universal’s
applicable payroll practices (“Base Salary”). 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 or its duly authorized
officers.
Universal is not obligated to
actually utilize your services, and payment 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 Universal’s Annual Incentive Plan or any plan
adopted in replacement thereof as determined by the Board of
Directors of Universal and in accordance with the plan’s
terms and conditions.
(c) Long Term Incentive Plan
. You will be eligible to participate at a level appropriate to
your position in the Vivendi Universal Stock Options Plan or any
plan adopted in replacement thereof as determined by the Board of
Directors of Vivendi Universal S.A. and in accordance with the
plan’s terms and conditions.
(d) Benefits . You will be
entitled to participate in the benefit plans generally available to
employees of Universal 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 Universal.
Instead, subject to the requirements of this Paragraph, upon an
involuntary termination of employment, as described in Paragraph
4(c), you will receive the greater of (i) the amounts payable
pursuant to Paragraph 4(c) or (ii) the basic amounts payable
pursuant to the Company’s severance plan or policy. If the
amount described in clause (ii) above is greater than the
amount described in clause (i) above, in addition to the
amounts payable under Paragraph 4(c), you will receive, in exchange
for a release acceptable to the Company, a lump sum payment
calculated by the Company in its sole discretion equal to the
difference between the amounts described in clauses (i) and
(ii) of the previous sentence. You will receive this lump sum
payment as soon as practical after the release has been fully
executed by you and the Company. In addition, you will be entitled
to participate in the Universal Flexible Perquisite Allowance and
the Executive Auto Allowance Program on the same terms and
conditions and only so long as Universal provides such plans and
programs and in accordance with the plan’s terms and
conditions.
(e) Expense
Reimbursements/Deductions . During your employment, Universal
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.
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(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.
4. Compensation Upon Certain
Termination Events .
(a) Compensation Payable .
Should your employment with Universal 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,
Universal 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 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.
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Payment of (1)
any accrued but unpaid Base Salary due you through your date of
death, and (2) 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 duties or your material breach of the terms of this
Agreement;
(ii) your material failure to comply
with Company policies, including, without limitation those set
forth in the Universal Studios Group Code of Conduct and the
Universal Discrimination and Sexual Harassment Policy, as such code
of conduct and policies may be amended from time to time, copies of
which are attached as Schedule 1 to this Agreement; or
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(iii) your conviction of a felony or
crime of moral turpitude.
(c) Involuntary Termination .
Universal 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 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. 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 deemed to have a “Disability”
if you are incapacitated by a physical or mental condition, illness
or injury which has prevented you from being able to perform the
essent
