Exhibit 10.8
SHARE DISPOSITION
AGREEMENT
SHARE DISPOSITION AGREEMENT (the
“ Agreement ”), dated as of November 9, 2005, by
and between Marvel Entertainment, Inc., a Delaware corporation (the
“ Company ”), and Isaac Perlmutter (the “
Stockholder ”).
RECITALS
WHEREAS, the Stockholder owns
beneficially shares of the Company’s common stock, par value
$0.01 per share (“ Common Stock ”) and options
to purchase shares of Common Stock;
WHEREAS, the Board of Directors of
the Company (the “ Board of Directors ”) has
authorized a stock repurchase program pursuant to which the Company
may purchase up to $250 million of the Common Stock from time to
time in the open market or through privately negotiated
transactions (the “ 2005 Program ”);
WHEREAS, the Company’s 2005
Program shall remain in effect until the earlier of: (i) its
cancellation by the Board of Directors; or (ii) the Company
completing the purchase of $250 million of the Common Stock under
the 2005 Program (the “ Stock Repurchase Period
”); and
WHEREAS, the Company and the
Stockholder are entering into this Agreement to provide for certain
rights and obligations in connection with the shares and options
owned by the Stockholder, upon the terms and subject to the
conditions hereinafter set forth;
NOW, THEREFORE, in consideration of
the mutual premises and covenants contained herein, and of other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be
legally bound, hereby agree as follows:
ARTICLE I.
Section
1.01 RESTRAINT ON
ALIENATION . The Stockholder agrees that, during the period
beginning from the date hereof and continuing to the earlier of (a)
the end of the Stock Repurchase Period, (b) October 15, 2006, (c)
the date the Stockholder is neither an employee nor a director of
the Company, or (d) a “Change of Control”, the
Stockholder will not offer, sell, contract to sell, grant any
option to purchase, make any short sale or otherwise dispose of any
shares of Common Stock, or any options or warrants to purchase any
shares of Common Stock, or any securities convertible into,
exchangeable for or that represent the right to receive shares of
Common Stock, whether now owned or hereinafter acquired, owned
directly by the Stockholder (including holding as a custodian) or
with respect to which the Stockholder has beneficial ownership
within the rules and regulations of the SEC (collectively, the
“ Stockholder’s Stock ”). For purpose of
this Agreement, a Change of Control shall mean a transaction
whereby (i) any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the “ Exchange Act
”)), is or becomes the “beneficial owner” (as
defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting
